Exhibit 4.1


 









 









 


LLOYDS BANKING
GROUP PLC


 


as Issuer,


 


and


 


THE BANK OF
NEW YORK MELLON,

acting through its London Branch,


 


as Trustee and Paying
Agent


 


and


 


The
Bank of New York Mellon SA/NV, Dublin Branch,


 


as Subordinated
Debt Security Registrar


 









 









 


TENTH SUPPLEMENTAL
INDENTURE


 


dated as of November
15, 2022


 


to


 


THE SUBORDINATED
DEBT SECURITIES INDENTURE


 


dated as of November
4, 2014


 






 









 







     


     


    

TABLE
OF CONTENTS 









 






 




Page


 


 


	Article 1

                                                                                DEFINITIONS

	Section
    1.01.  Definition of Terms	2
	Article 2

                                                                                FORM OF SECURITIES

	Section
    2.01.  Terms of the Securities	2
	Article 3

                                                                                ADDITIONAL TERMS APPLICABLE TO THE SECURITIES

	Section
    3.01.  Addition of Definitions	6
	Section
    3.02.  Amendment of Definition	9
	Section
    3.03.  Deletion of Definitions	9
	Section
    3.04.  Deletion of Deferred Payment Provisions	11
	Section
    3.05.  Deletion of Exchange Provisions	12
	Section
    3.06.  Correction of Minor Defects in or Amendment of Subordinated Debt Securities	13
	Section
    3.07.  Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee	14
	Section
    3.08.  Deletion of Satisfaction and Discharge Provisions	15
	Section
    3.09.  Unconditional Right of Holders to Receive Principal, Premium and Interest, if any	15
	Section
    3.10.  Undertaking for Costs	16
	Section
    3.11.  Redemption and Purchase of Subordinated Debt Securities	16
	Section
    3.12.  Exchanges Not Deemed Payment	22
	Section
    3.13.  Exchange of Subordinated Debt Securities	22
	Section
    3.14.  Events of Default	22
	Section
    3.15.  Compensation and Reimbursement	23
	Section
    3.16.  Certain Rights of Trustee	24
	Section
    3.17.  Certain Rights of Subordinated Debt Security Registrar and Paying Agent	24
	Section
    3.18.  Subordinated Debt Securities Subordinate to Claims of Senior Creditors	24
	Section
    3.19.  Reliance on Judicial Order or Certificate of Liquidating Agent	25
	Section
    3.20.  Additional Subordinated Debt Securities	25
	Section
    3.21.  Agreement with Respect to Exercise of U.K. Bail-In Power	26
	Section
    3.22.  Notification of Assumption Or Substitution To the PRA	28
	Section
    3.23.  Notification of Modification or Supplemental Indenture to PRA	28



 



    i


     


    




	Article 4

                                                                                AMENDMENTS TO THE SUBORDINATED INDENTURE

	Section
    4.01.  Appointment of Agent for Service	29
	Section
    4.02.  Notices to Trustee	29
	Section
    4.03.  Additional Amounts	31
	Section
    4.04.  Sanctions	33
	Article 5

                                                                                MISCELLANEOUS

	Section
    5.01.  Effect of Supplemental Indenture	33
	Section
    5.02.  Other Documents to be Given to the Trustee	33
	Section
    5.03.  Confirmation of Indenture	34
	Section
    5.04.  Concerning the Trustee	34
	Section
    5.05.  Governing Law	34
	Section
    5.06.  Separability	34
	Section
    5.07.  Concerning U.K. Bail-in Liability	35
	Section
    5.08.  Counterparts	36
	Section
    5.09.  Bail-in Relating to BRRD Party	36


 







    ii


     


    

TENTH SUPPLEMENTAL
INDENTURE (“Tenth Supplemental Indenture”), dated as of November 15, 2022, among LLOYDS BANKING GROUP PLC, a corporation
incorporated in Scotland with registered number 95000, and with its principal executive offices located at 25 Gresham Street, London
EC2V 7HN, United Kingdom, as issuer (the “Company”) and THE BANK OF NEW YORK MELLON, acting through its London Branch,
as trustee (the “Trustee”) and as paying agent and The Bank of New York Mellon
SA/NV, Dublin Branch, as subordinated debt security registrar (the “Subordinated Debt Security Registrar”).


 


WITNESSETH


 


WHEREAS, the Company
and the Trustee have executed and delivered a Subordinated Debt Securities Indenture dated as of November 4, 2014 (the “Subordinated
Indenture,” and together with this Tenth Supplemental Indenture, the “Indenture”) to provide for the issuance
of the Company’s subordinated debt securities (the “Subordinated Debt Securities”), including the Securities
(as defined below).


 


WHEREAS, Section
9.01(d) of the Subordinated Indenture permits the Company and the Trustee to add to, change or eliminate any provisions of the Subordinated
Indenture without the consent of Holders as permitted under Sections 2.01 and 3.01 of the Subordinated Indenture, subject to certain
conditions;


 


WHEREAS, Section
9.01(f) of the Subordinated Indenture permits the Company and the Trustee to enter into a supplemental indenture to establish the forms
or terms of Subordinated Debt Securities of any series as permitted under Sections 2.01 and 3.01 of the Subordinated Indenture without
the consent of Holders;


 


WHEREAS, there are
no debt securities Outstanding of any series created prior to the execution of this Tenth Supplemental Indenture which are entitled to
the benefit of the provisions set forth herein or would be adversely affected by such provisions;


 


WHEREAS, the Board
of Directors has authorized the entry into this Tenth Supplemental Indenture, as required by Section 9.01 of the Subordinated Indenture;


 


WHEREAS, the parties
hereto desire to establish a series of Subordinated Debt Securities to be known as the 7.953% Fixed Rate Reset Subordinated Debt Securities
due 2033 (the “Securities”) pursuant to Sections 2.01 and 3.01 of the Subordinated Indenture. The Securities may be
issued from time to time and any Securities issued as part of this series will constitute a single series of Securities under the Indenture
and shall be included in the definition of “Securities” where the context requires;


 


WHEREAS, the Company
has requested that the Trustee execute and deliver this Tenth Supplemental Indenture and whereas all actions required by it to be taken
in order to make this Tenth Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms, have been
taken and performed, and the execution and delivery of this Tenth Supplemental Indenture has been duly authorized in all respects; and


 




     


     


    

WHEREAS, where indicated,
this Tenth Supplemental Indenture shall amend and supplement the Subordinated Indenture; to the extent that the terms of the Subordinated
Indenture are inconsistent with such provisions of this Tenth Supplemental Indenture, the terms of this Tenth Supplemental Indenture
shall govern.


 


NOW, THEREFORE,
the Company and the Trustee mutually covenant and agree as follows:


 


Article
1

DEFINITIONS


 


Section 1.01.  
Definition of Terms.For all purposes of this Tenth Supplemental Indenture:


 


(a)  
a term defined anywhere in this Tenth Supplemental Indenture has the same meaning throughout;


 


(b)  
capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Subordinated Indenture;


 


(c)  
the singular includes the plural and vice versa;


 


(d)  
headings are for convenience of reference only and do not affect interpretation;


 


(e)  
References to the Subordinated Indenture or the Tenth Supplemental Indenture shall be deemed to include any supplements or amendments
thereto; and


 


(f)  
for the purposes of this Tenth Supplemental Indenture and the Subordinated Indenture, the term “series” shall mean
a series of Securities.


 


Article
2

FORM OF SECURITIES


 


Section 2.01.  
Terms of the Securities.


 


The following terms
relating to the Securities are hereby established pursuant to Section 3.01 of the Subordinated Indenture, as amended by this Tenth Supplemental
Indenture:


 


(a)  
The title of the Securities shall be: the 7.953% Fixed Rate Reset Subordinated Debt Securities due 2033 (the “Securities”);


 


(b)  
The aggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed
$1,000,000,000, except as otherwise provided in the Indenture;


 


(c)  
Principal on the Securities shall be payable on November 15, 2033;


 




    2 


     


    

(d)  
The Securities shall be issued in global registered form on November 15, 2022 and shall bear interest from (and including) November
15, 2022 to (but excluding) November 15, 2032 (the “Reset Date”), at a rate of 7.953% per annum (the “Initial
Interest Rate”), and from (and including) the Reset Date to (but excluding) Maturity (as defined below) (the “Reset
Period”), at a rate per annum calculated by the Calculation Agent on the Reset Determination Date (as defined below) as being
equal to the sum of the applicable U.S. Treasury Rate (as defined below) (expressed as a rate per annum) and 3.750 % (the “Margin”),
such sum being converted to a semi-annual rate in accordance with market convention (rounded to three decimal places, with 0.0005 rounded
down) (each a “Reset Rate of Interest”). Interest will be payable semi-annually in arrears on May 15 and November
15 of each year (each, an “Interest Payment Date”), commencing on May 15, 2023 to (and including) Maturity.


 


Interest on the
Securities will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month,
on the basis of the actual number of days elapsed in such period.Interest will be paid to the holders of record of the Securities
on April 30 and October 31 immediately preceding the related Interest Payment Date, whether or not a Business Day (each a “Regular
Record Date”).


 


“Bail-in
Legislation” means in relation to a Member State of the European Economic Area which has implemented, or which at any time
implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule
from time to time.


 


“Bail-in
Powers” means any write-down and conversion powers as defined in relation to the relevant Bail-in Legislation.


 


“BRRD”
means Directive 2014/59/EU (as amended or superseded) establishing a framework for the recovery and resolution of credit institutions
and investment firms.


 


“BRRD Liability”
has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation.


 


“BRRD Party”
means the Subordinated Debt Security Registrar.


 


“Calculation
Agent” means The Bank of New York Mellon, London Branch, or its successor appointed by the Company pursuant to the Calculation
Agent Agreement between the Company and The Bank of New York Mellon, London Branch, dated as of the date hereof.


 


“EU
Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association
(or any successor person) from time to time at http://www.lma.eu.com/.


 


“Relevant
Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant
BRRD Party.


 



    3 


     


    




“Reset
Determination Date” means the second Business Day (as defined below) immediately preceding the Reset Date.


 


“U.S.
Treasury Rate” means, with respect to the Reset Date, the rate per annum equal to: (1) the yield on actively traded U.S. Treasury
securities adjusted to constant maturity on the Reset Determination Date and appearing under the caption “Treasury constant maturities”
on the Reset Determination Date in the applicable most recently published statistical release designated “H.15 Daily Update”,
or any successor publication that is published by the Board of Governors of the Federal Reserve System that establishes yields on actively
traded U.S. Treasury securities adjusted to constant maturity, under the caption “Treasury Constant Maturities”, for the
maturity of one year; or (2) if such release (or any successor release) is not published on the Reset Determination Date, or does not
contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated
using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for the Reset Date.


 


The U.S. Treasury
Rate shall be calculated by the Calculation Agent.


 


If the U.S. Treasury
Rate cannot be determined, for whatever reason, as described under (1) or (2) above, “U.S. Treasury Rate” means the rate
in percentage per annum as notified by the Calculation Agent to the Company equal to the yield on U.S. Treasury securities having a maturity
of one year as set forth in the most recently published statistical release designated “H.15 Daily Update” under the caption
“Treasury constant maturities” (or any successor publication that is published weekly by the Board of Governors of the Federal
Reserve System and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption
“Treasury Constant Maturities” for the maturity of one year) on the Reset Determination Date.


 


“Comparable
Treasury Issue” means, with respect to the Reset Period, the U.S. Treasury security or securities selected by the Company with
a maturity date on or about the last day of the Reset Period and that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars and having a maturity of
one year.


 


“Comparable
Treasury Price” means, with respect to the Reset Date, (i) the arithmetic average of the Reference Treasury Dealer Quotations
for the Reset Date received by the Company (calculated on the Reset Determination Date), after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are received by the Company,
the arithmetic average of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations are received by the
Company, then such Reference Treasury Dealer Quotation as quoted in writing to the Company by a Reference Treasury Dealer.


 




    4 


     


    

“Reference
Treasury Dealer” means each of up to five banks selected by the Company, or the affiliates of such banks, which are (i) primary
U.S. Treasury securities dealers, and their respective successors (as long as such successors are also primary U.S. Treasury securities
dealers), or (ii) market makers in pricing comparable corporate bond issues denominated in U.S. dollars.


 


“Reference
Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and the Reset Date, the bid and offered prices
obtained by the Company for the applicable Comparable Treasury Issue, expressed in each case as a percentage of its principal amount,
at 11:00 a.m. (New York City time), on the Reset Determination Date.


 


(e)  
No premium, upon redemption or otherwise, shall be payable by the Company on the Securities;


 


(f)  
Principal of and any interest on the Securities shall be paid to the Holder through The Bank of New York Mellon, acting through
its London Branch, as the Paying Agent of the Company;


 


(g)  
The Securities shall not be redeemable except as provided in Article 11 of the Subordinated Indenture, as supplemented by this
Tenth Supplemental Indenture;


 


(h)  
The Company shall have no obligation to redeem or purchase the Securities pursuant to any sinking fund or analogous provision;


 


(i)  
The Securities shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof;


 


(j)  
The principal amount of the Securities shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02
of the Subordinated Indenture, as amended by this Tenth Supplemental Indenture;


 


(k)  
Additional Amounts in respect of the Securities shall be payable as set forth in the Subordinated Indenture, as supplemented by
this Tenth Supplemental Indenture;


 


(l)  
The Securities shall not be converted into or exchanged at the option of the Company;


 


(m)  
The Securities shall be denominated in, and payments thereon shall be made in, U.S. dollars;


 


(n)  
The payment of principal of (and premium, if any) or interest, if any, on the Securities shall be payable only in the coin or
currency in which the Securities are denominated;


 


(o)  
The Securities will be issued in the form of one or more global certificates in registered form (“Global Securities”)
and will be deposited with a custodian for The Depository Trust Company (“DTC”) and registered in the name of DTC
or its nominee;


 


(p)  
The Securities will not be initially issued in definitive form;


 




    5 


     


    

(q)  
The Bank of New York Mellon, London Branch will be the Calculation Agent for the Securities.


 


(r)  
Notwithstanding Section 5.03(a) of the Indenture, The Bank of New York Mellon SA/NV, Dublin Branch is hereby appointed “Subordinated
Debt Security Registrar” for the purpose of registering the Securities and transfers of the Securities. The Subordinated Debt Security
Register shall be maintained at the corporate trust office of the Subordinated Debt Security Registrar.


 


(s)  
The Events of Default on the Securities are as provided for in Section 5.01 of the Subordinated Indenture, as amended by this
Tenth Supplemental Indenture;


 


(t)  
The subordination terms of the Securities are as provided for in Article 12 of the Subordinated Indenture as amended by ‎Section
3.18 of this Tenth Supplemental Indenture;


 


(u)  
The form of the Securities to be issued on the date hereof shall be substantially in the form of Exhibit A hereto; and


 


(v)  
The Company may issue additional Securities (“Additional Notes”) after the date hereof having the same ranking
and same interest rate, Maturity, redemption terms and other terms as the Securities except for the price to the public, issue date,
first interest payment date and temporary ISIN and/or other identifying numbers, provided that such Additional Notes must be fungible
with the outstanding Securities for U.S. federal income tax purposes.Any such Additional Notes, together with the outstanding Securities
will constitute a single series of securities under the Indenture.


 


Article
3

ADDITIONAL TERMS APPLICABLE TO THE SECURITIES


 


Section 3.01.  
Addition of Definitions.With respect to the Securities only, Section 1.01 of the Subordinated Indenture is amended
to include the following definitions (which shall be deemed to arise in ‎Section
1.01 in their proper alphabetical order):


 


“Applicable
Regulations” means, at any time, the laws, regulations, requirements, guidelines and policies relating to capital adequacy
and prudential supervision (including, without limitation, as to leverage) then in effect in the United Kingdom including, without limitation
to the generality of the foregoing (and for so long as the same are applicable in the United Kingdom), any regulations, requirements,
guidelines and policies relating to capital adequacy adopted by the Relevant Regulator, from time to time (whether or not such requirements,
guidelines or policies are applied generally or specifically to the Company or the Group).


 




    6 


     


    

“Banking
Act” shall have the meaning given to it within the definition of “U.K. bail-in power” within Section 3.01 of the
Tenth Supplemental Indenture.


 


“Beneficial
Owners” shall mean (a) if any Subordinated Debt Securities are in global form, the beneficial owners of the Subordinated Debt
Securities (and any interest therein) and (b) if the Subordinated Debt Securities are held in definitive form, the holders in whose names
the Subordinated Debt Securities are registered in the Subordinated Debt Security Register and any beneficial owners holding an interest
in such Subordinated Debt Securities held in definitive form.


 


“Compliant
Securities” means securities issued directly by the Company that:


 


(a) have
terms not materially less favorable to an investor than the terms of the Subordinated Debt Securities (as reasonably determined by the
Company in consultation with an investment bank or financial adviser of international standing (which in either case is independent of
the Company)) and provided that the Company has delivered an Officer’s Certificate to such effect (including as to such consultation)
to the Trustee (upon which the Trustee shall be entitled to rely without further inquiry and without liability to any person) prior to
the issue or variation of the relevant securities);


 


(b) subject
to (a) above (1) contain terms which comply with the then current requirements of the Relevant Regulator in relation to Tier 2 capital;
(2) provide for the same interest rate and Interest Payment Dates from time to time applying to the Subordinated Debt Securities; (3)
rank pari passu with the ranking of the Subordinated Debt Securities; (4) preserve any existing rights under the Indenture to any accrued
interest or other amounts which have not been either paid or canceled; and (5) preserve the obligations of the Company as to payments
of principal in respect of the Subordinated Debt Securities, including (without limitation) as to the timing and amount of such payments;


 


(c) are
(1) listed on the New York Stock Exchange or (2) listed on such other stock exchange as is a Recognized Stock Exchange at that time as
selected by the Company; and


 


(d) where
the Subordinated Debt Securities which have been substituted or varied had a published rating (solicited by, or assigned with the cooperation
of, the Company) from a Rating Agency immediately prior to their substitution or variation, each such Rating Agency has ascribed, or
announced its intention to ascribe, an equal or higher published rating to the relevant Compliant Securities.


 


“Electronic
Means” shall mean the following communications methods: S.W.I.F.T., e-mail, facsimile transmission, secure electronic transmission
containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified
by the Trustee as available for use in connection with its services hereunder.


 




    7 


     


    

“Group”
means the Company and its subsidiaries and subsidiary undertakings from time to time.


 


“Issue
Date” means November 15, 2022, being the date of the initial issue of the Securities.


 


“Maturity”
means November 15, 2033.


 


“Recognized
Stock Exchange” means a recognized stock exchange as defined in section 1005 of the U.K. Income Tax Act 2007 as the same may
be amended from time to time and any provision, statute or statutory instrument replacing the same from time to time.


 


“Relevant
Regulator” means the Bank of England acting as the Prudential Regulatory Authority (the “PRA”) through its
Prudential Regulation Committee or such other governmental authority in the United Kingdom (or if the Company becomes domiciled in a
jurisdiction other than the United Kingdom, in such other jurisdiction) having primary supervisory authority with respect to the Company
and/or the Group in such circumstances.


 


“relevant
U.K. resolution authority” means any authority with the ability to exercise a U.K. bail-in power.


 


“Tenth
Supplemental Indenture” means the Tenth Supplemental Indenture, dated as of November 15, 2022, among the Company, the Trustee,
the Paying Agent and The Bank of New York Mellon SA/NV, Dublin Branch, as Subordinated Debt Security Registrar.


 


“U.K.
bail-in power” means any write-down, conversion, transfer, modification or suspension power existing from time to time under
any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or
investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Company and the Group, including
but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted in the United Kingdom
within the context of the U.K. resolution regime under the Banking Act 2009, as the same has been or may be amended from time to time
(whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013, secondary legislation or otherwise) (the “Banking Act”),
pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be
reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations of the obligor or any other
person (or suspended for a temporary period) or pursuant to which any right in a contract governing such obligations may be deemed to
have been exercised.


 


“U.K.
Taxing Jurisdiction” shall have the meaning given to it in Section 10.04.


 




    8 


     


    

Section 3.02.  
Amendment of Definition.With respect to the Securities only, the following definitions shall be amended in their entirety
in Section 1.01 of the Subordinated Indenture:


 


“Business
Day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions
are authorized or required by law or regulation to close in the City of New York or in the City of London.


 


“Capital
Disqualification Event” shall occur if at any time the Company determines that as a result of a change or pending change to
the regulatory classification of the Securities which becomes effective on or after the Issue Date some or all of the aggregate outstanding
principal amount of the Securities ceases or would be likely to cease to be included in, or count towards, the Tier 2 Capital of the
Company and/or the Group.


 


“Executive
Officer” means any individual authorized or designated by the Board of Directors through a power of attorney or otherwise for
the purpose of executing this Subordinated Debt Securities Indenture and any other certificates, forms, notes and ancillary documents
in connection therewith.


 


“PRA”
shall have the meaning given to it within the definition of “Relevant Regulator” within Section 3.01 of the Tenth Supplemental
Indenture.


 


“Senior
Creditors” means in respect of the Company (i) creditors of the Company whose claims are admitted to proof in the winding-up
or administration of the Company and who are unsubordinated creditors of the Company and (ii) creditors of the Company whose claims are
or are expressed to be subordinated to the claims of other creditors of the Company (other than those whose claims constitute, or would,
but for any applicable limitation on the amount of such capital, constitute Tier 1 Capital or Tier 2 Capital of the Company, or whose
claims rank or are expressed to rank pari passu with, or junior to, the claims of holders of the Securities).


 


“Tier
1 Capital” has the meaning given to it by the Relevant Regulator from time to time.


 


“Tier
2 Capital” has the meaning given to it by the Relevant Regulator from time to time.


 


Section 3.03.  
Deletion of Definitions.With respect to the Securities only, the following definitions shall be deleted in their entirety
in Section 1.01 of the Subordinated Indenture:


 


“ADR
Custodian” means the custodian under the ADR Deposit Agreement.


 




    9 


     


    

“ADR
Deposit Agreement” means the deposit agreement between the Company and The Bank of New York Mellon (previously named The Bank
of New York) and the holders from time to time of American Depositary Receipts issued thereunder.


 


“ADR
Depositary” means the depositary under the ADR Deposit Agreement.


 


“Applicable
Banking Regulations” means, at any time, the laws, regulations, requirements, guidelines and policies relating to capital adequacy
then in effect in the United Kingdom including, without limitation to the generality of the foregoing, any delegated or implementing
acts (such as regulatory technical standards) adopted by the European Commission and any regulations, requirements, guidelines and policies
relating to capital adequacy adopted by the PRA, from time to time (whether or not such requirements, guidelines or policies are applied
generally or specifically to the Company or to the Company and its subsidiaries).


 


“Capital
Resources Requirement” and “Overall Financial Adequacy Rule” have the respective meanings given to such
terms in the Applicable Banking Regulations and shall include any successor terms from time to time equivalent thereto as agreed between
the Company and the Trustee.


 


“CRD
IV” means, taken together, (i) the CRD IV Directive, (ii) the CRD IV Regulation and (iii) applicable capital adequacy banking
regulations then in effect in the United Kingdom.


 


“CRD
IV Directive” means Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity
of credit institutions and the prudential supervision of credit institutions and investment firms amending Directive 2002/87/EC and repealing
Directives 2006/48/EC and 2006/49/EC, and any successor directive.


 


“CRD
IV Regulation” means Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential
requirements for credit institutions and investment firms amending Regulation (EU) No 648/2012, and any successor regulation.


 


“Deferred
Amounts” means any Deferred Interest (including any interest amounts accrued thereon) and any amount of principal and/or premium
payment of which has been deferred pursuant to ‎Section 3.07 (including
any interest amounts accrued thereon) which has not been satisfied.


 


“Deferred
Interest” has the meaning specified in Section 3.07.


 


“Deferred
Payment Date” has the meaning specified in Section 3.07.


 




    10 


     


    

“Deferred
Record Date”, when used for the interest payable on any Deferred Payment Date on Subordinated Debt Securities of any series,
means the date specified for the purpose pursuant to Section 3.01.


 


“Exchange
Date”, when used with respect to any applicable series of Subordinated Debt Securities, has the meaning specified in Section
13.03.


 


“Exchange
Securities” means securities issued by the Company provided that such securities shall contain terms which comply with the
then current requirements of the PRA in relation to Tier 2 Capital or Tier 1 Capital).


 


“Foreign
Currency” means the euro or any currency issued by the government of any country (or a group of countries or participating
member states) other than the United States which as at the time of payment is legal tender for the payment of public and private debts.


 


“Foreign
Government Securities” means with respect to Subordinated Debt Securities of any series that are denominated in a Foreign Currency,
non-callable (i) direct obligations of the participating member state or government that issued such Foreign Currency for the payment
of which obligations its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of such participating member state or government, the payment of which obligations is unconditionally guaranteed
as a full faith and credit obligation of such participating member state or government. For the avoidance of doubt, for all purposes
hereof, euro shall be deemed to have been issued by each participating member state from time to time.


 


“Liquidator”
has the meaning specified in Section 12.06.


 


“Taxing
Jurisdiction” has the meaning specified in Section 10.04.


 


Section 3.04.  
Deletion of Deferred Payment Provisions.With respect to the Securities only, the following Sections of the Subordinated
Indenture are amended and restated in their entirety and shall read as follows:


 


Section
3.01. Amount Unlimited, Issuable in Series.


 


(d)  the
rate or rates, if any, at which the Subordinated Debt Securities of the series shall accrue interest or the manner of calculation of
such rate or rates, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest
shall be payable or the manner of determination of such Interest Payment Dates, if other than as specified in Section 3.07, and, in the
case of registered Subordinated Debt Securities, the Regular Record Date for the interest payable on any Interest Payment Date, and any
dates required to be established pursuant to Section 7.01;


 




    11 


     


    

Section
3.03.Execution, Authentication, Delivery and Dating.The first sentence of the fifth paragraph of Section 3.03 shall read
as follows:


 


No Subordinated
Debt Security shall be entitled to any benefit under this Subordinated Debt Securities Indenture or be valid or obligatory for any purpose
unless there appears on such Subordinated Debt Security a certificate of authentication substantially in the form provided for herein
executed by or on behalf of the Trustee by manual or electronic signature, and such certificate upon any Subordinated Debt Security shall
be conclusive evidence, and the only evidence, that such Subordinated Debt Security has been duly authenticated and delivered hereunder
and that such Subordinated Debt Security is entitled to the benefits of this Subordinated Debt Securities Indenture.


 


Section
3.07.Payment; Interest Rights Preserved.Except as otherwise provided as contemplated by Section 3.01 with respect to any
series of Subordinated Debt Securities, interest, if any, on any Subordinated Debt Securities which is payable, and is paid or duly provided
for, on any Interest Payment Date shall be paid, in the case of registered Subordinated Debt Securities, to the Person in whose name
that Subordinated Debt Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest or, in the case of Global Securities held by any Holder, to the Holder including through a Paying Agent of the
Company designated pursuant to Section 3.01.


 


Section
11.06.Subordinated Debt Securities Payable on Redemption Date.Notice of redemption having been given as aforesaid, the
Subordinated Debt Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest,
if any) such Subordinated Debt Securities shall cease to accrue interest. Upon surrender of any such Subordinated Debt Security for redemption
in accordance with said notice, such Subordinated Debt Security shall be paid by the Company at the Redemption Price, together with accrued
but unpaid interest to the Redemption Date; provided, however, that with respect to any Subordinated Debt Securities in registered form,
unless otherwise specified as contemplated by Section 3.01, a payment of interest which is payable on an Interest Payment Date which
is the Redemption Date, shall be payable to the Holders of such Subordinated Debt Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Regular Record Date according to the terms of the Subordinated Debt Securities
and the provisions of Section 3.07.Subordinated Debt Securities in definitive form shall be presented for redemption to the Paying
Agent.


 


If any
Subordinated Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the Subordinated Debt Security
shall, until paid, continue to accrue interest from and after the Redemption Date in accordance with its terms and the provisions of
Section 3.07.


 




    12 


     


    

Section 3.05.  
Deletion of Exchange Provisions.With respect to the Securities only:


 


(i)  Sections
1.13 and 9.02(a) of the Subordinated Indenture is amended by deleting the reference to “Exchange Date” therein,


 


(ii)  Section
3.01(l) of the Subordinated Indenture is amended and restated in its entirety and shall read as follows:


 


(l)  [Reserved];


 


(iii)  Section
3.05 of the Subordinated Indenture is amended by deleting the following paragraph:


 


In the event
that a Global Security is surrendered for redemption or exchange for Preference Shares or Exchange Securities in part pursuant to Section
11.07 or Section 13.05, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Global Security,
without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed or unexchanged portion of
the principal of the Global Security so surrendered.


 


(iv)  Section
3.05(b) of the Subordinated Indenture is amended and restated in its entirety as follows:


 


(b)  Except
as otherwise specified pursuant to Section 3.01, Subordinated Debt Securities of any series may only be exchanged for a like aggregate
principal amount of Subordinated Debt Securities of such series of other authorized denominations containing identical terms and provisions.
Subordinated Debt Securities to be exchanged shall be surrendered at an office or agency of the Company designated pursuant to Section
10.02 for such purpose, and the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor the Subordinated
Debt Security or Subordinated Debt Securities of the same series which the Holder making the exchange shall be entitled to receive.


 


Section 3.06.  
Correction of Minor Defects in or Amendment of Subordinated Debt Securities.With respect to the Securities only, Article
3 of the Subordinated Indenture is amended by adding Section 3.13, which shall read as follows:


 


Section
3.13.Correction of Minor Defects in or Amendment of Subordinated Debt Securities.If the Company or the Trustee shall become
aware of any ambiguity, defect or inconsistency in any term of a Subordinated Debt Security or certificate, as the case may be, or, with
respect to any Subordinated Debt Security (including any certificate) issued on or after the date hereof, the Company and the Trustee
may amend such Subordinated Debt Security (including any certificate) as contemplated by Section 9.01(h) (subject to Section 9.07) and
the parties hereto shall provide for the execution, authentication, delivery and dating of one or more replacement Subordinated Debt
Securities or Global Securities, as the case may be, pursuant to Section 3.03 hereto, provided, however, that such amendment is not materially
adverse to Holders of any Outstanding Subordinated Debt Securities.


 




    13 


     


    

Section 3.07.  
Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee.With respect to the Securities only, the
following sections of the Subordinated Indenture are amended in part: (i)to amend and restate, each in its entirety, Sections 5.03(a)
and 5.03(b), which shall read as follows:


 


(a)  the
Company fails to pay any installment of interest on any Subordinated Debt Security of such series on or before its Interest Payment Date
and such failure continues for 14 days; or


 


(b)  the
Company fails to pay all or any part of the principal of any Subordinated Debt Security of such series on any date on which such principal
shall otherwise have become due and payable, whether upon redemption or otherwise, and such failure continues for seven days.


 


(ii)  to
amend and restate the second paragraph of Sections 5.03 in its entirety, which shall read as follows:


 


If a Default
occurs, the Trustee may commence a proceeding for the winding-up of the Company and/or prove in a winding-up of the Company or a Qualifying
Administration for all due and payable amounts, provided that the Trustee may not declare the principal amount of any Outstanding Subordinated
Debt Security to be due and payable.


 


(iii)  to
amend and restate the third paragraph of Sections 5.03 in its entirety, which shall read as follows:


 


Subject
to applicable law, including the Trust Indenture Act, no Holder or Beneficial Owner of the Subordinated Debt Securities may exercise
or claim any right of set-off, counterclaim, combination of accounts, compensation or retention in respect of any amount owed to it by
the Company arising under, or in respect of, or in connection with the Subordinated Debt Securities. The Holders and Beneficial Owners
of Subordinated Debt Securities, by virtue of its holding of any Subordinated Debt Securities, shall be deemed to have waived any right
of set-off, counterclaim, or combination of accounts, compensation and retention with respect to the Subordinated Debt Securities or
this Subordinated Debt Securities Indenture (or between the obligations under or in respect of any Subordinated Debt Securities and any
liability owed by a Holder to the Company) that they might otherwise have against the Company, whether before or during a winding-up,
liquidation of the Company or a Qualifying Administration. Notwithstanding the above, if any of such rights and claims of any such Holder
against the Company are discharged by set-off, compensation or retention, such Holder will immediately pay an amount equal to the amount
of such discharge to the Company or, in the event of the winding up of the Company or a Qualifying Administration, the liquidator or
administrator (or other relevant insolvency official), as the case may be, and until such time as payment is made will hold a sum equal
to such amount in trust for the Company or the liquidator or administrator (or other relevant insolvency official), as the case may be,
and accordingly such discharge shall be deemed not to have taken place.


 




    14 


     


    

(iv)  to
amend and restate the fifth paragraph of Sections 5.03 in its entirety, which shall read as follows:


 


Except as
otherwise provided in this Article 5, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the
Holders of Subordinated Debt Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid
of the exercise of any power granted herein, or to enforce any other legal or equitable right vested in the Trustee by this Indenture
or by law, provided, however, that the Company shall not, as a result of the bringing of such judicial proceedings, be required to pay
any amount representing or measured by reference to the principal of, or any interest on, the Subordinated Debt Securities prior to any
date on which the principal of, or any interest on, the Subordinated Debt Securities would have otherwise been payable by the Company.


 


(v)  to
add the following sentence at the end of Sections 5.03:


 


No remedy
against the Company other than as referred to in this Article 5 shall be available to the Trustee or the Holders, whether for the recovery
of amounts owing in respect of the Subordinated Debt Securities or under this Subordinated Debt Securities Indenture or in respect of
any breach by the Company of any of its other obligations under or in respect of the Subordinated Debt Securities or under this Subordinated
Debt Securities Indenture, except that the Trustee and the Holders shall have such rights and powers as they are required to have under
the Trust Indenture Act.


 


(vi)  to
amend and restate Section 5.12(a) in its entirety, which shall read as follows:


 


(a)  such
direction shall not be in conflict with any rule of law or with this Subordinated Debt Securities Indenture or shall not expose the Trustee
to undue risk;


 


Section 3.08.  
Deletion of Satisfaction and Discharge Provisions.With respect to the Securities only, Article 4 of the Subordinated
Indenture is deleted in its entirety.


 


Section 3.09.  
Unconditional Right of Holders to Receive Principal, Premium and Interest, if any.With respect to the Securities only,
Section 5.08 of the Subordinated Indenture is amended and restated in its entirety, which shall read as follows:


 




    15 


     


    

Section
5.08.Unconditional Right of Holders to Receive Principal, Premium and Interest, if any.Subject to Section 12.01 in relation
to subordination of Subordinated Debt Securities, and notwithstanding any other provision in this Subordinated Debt Securities Indenture,
the Holder of any Subordinated Debt Security shall have the right, which is absolute and unconditional, to receive payment of the principal
of (and premium, if any) and interest, if any, on such Subordinated Debt Security on the respective Stated Maturities as expressed in
such Subordinated Debt Security (or, in the case of redemption, on the Redemption Date) and, subject to Section 5.07, to institute suit
for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder or holder.


 


Section 3.10.  
Undertaking for Costs.With respect to the Securities only, Section 5.14 of the Subordinated Indenture is amended and
restated in its entirety, which shall read as follows:


 


Section
5.14.Undertaking for Costs.All parties to this Subordinated Debt Securities Indenture agree, and each Holder of any Subordinated
Debt Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Subordinated Debt Securities Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party litigant to such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses,
against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder
or group of Holders holding in the aggregate more than 10% in principal amount of the Outstanding Subordinated Debt Securities of any
series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest,
if any, on any Subordinated Debt Security on or after the respective Stated Maturities expressed in such Subordinated Debt Security (or,
in the case of redemption, on or after the Redemption Date).


 


Section 3.11.  
Redemption and Purchase of Subordinated Debt Securities.With respect to the Securities only, Article 11 of the Subordinated
Indenture is amended by amending and restating Sections 11.01, 11.03, 11.04, 11.08, 11.09 and 11.10 in their entirety, and by adding
Sections 11.11, 11.12 and 11.13, each of which shall read as follows:


 


Section
11.01.Applicability of Article.Subordinated Debt Securities of any series shall be redeemable in accordance with their
terms and (except as otherwise specified pursuant to Section 3.01 for Subordinated Debt Securities of any series) in accordance with
this Article 11.Subordinated Debt Securities of any series may not be redeemed except in accordance with provisions of applicable
law, applicable provisions of the Applicable Regulations and Section 11.13 below. The Subordinated Debt Securities of any series may
not be redeemed in whole or in part at the option of the Holder thereof.


 




    16 


     


    

Section
11.03. Selection by Trustee of Subordinated Debt Securities to Be Redeemed. If fewer than all the Subordinated Debt Securities
of any series are to be redeemed, the particular Subordinated Debt Securities to be redeemed shall be selected not more than 30 days
nor less than 15 days prior to the Redemption Date by the Trustee, from the Outstanding Subordinated Debt Securities of such series not
previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection
for redemption of portions (equal to the minimum authorized denomination for Subordinated Debt Securities of that series or any multiple
thereof) of the principal amount of Subordinated Debt Securities of such series of a denomination larger than the minimum authorized
denomination for Subordinated Debt Securities of that series, all in accordance with the rules and regulations of the applicable clearing
system.


 


The Trustee
shall promptly notify the Company in writing of the Subordinated Debt Securities selected for redemption and, in the case of any Subordinated
Debt Securities selected for partial redemption, the principal amount thereof to be redeemed.


 


For all
purposes of this Subordinated Debt Securities Indenture, unless the context otherwise requires, all provisions relating to the redemption
of Subordinated Debt Securities shall relate in the case of any Subordinated Debt Securities redeemed or to be redeemed only in part,
to the portion of the principal amount of such Subordinated Debt Security which has been or is to be redeemed.


 


Section
11.04. Notice of Redemption. Notice of redemption shall be given not less than 15 nor more than 30 days prior to the Redemption
Date to each Holder of Subordinated Debt Securities to be redeemed in the manner and to the extent provided in Section 1.06.


 


All notices
of redemption shall state:


 


(a) the
Redemption Date,


 


(b) the
Redemption Price,


 


(c) if
fewer than all the Outstanding Subordinated Debt Securities of any series are to be redeemed, the principal amount of the Subordinated
Debt Securities to be redeemed,


 


(d) that
on the Redemption Date the Redemption Price, any accrued but unpaid interest and any Deferred Amounts will become due and payable upon
each such Subordinated Debt Security to be redeemed and, if applicable, that interest thereon will cease to accrue on or after the said
date,


 




    17 


     


    

(e) the
place or places where such Subordinated Debt Securities are to be surrendered for payment of the Redemption Price, and


 


(f) the
CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to such Subordinated Debt Securities.


 


Notice
of redemption of Subordinated Debt Securities to be redeemed at the selection of the Company shall be given by the Company or, at the
Company’s Request, by the Trustee in the name and at the expense of the Company, and the Company shall deliver written notice thereof
to the Trustee no less than 10 Business Days prior to the date of the notice to Holders of Subordinated Debt Securities.


 


Section
11.08.Optional Tax Redemption.


 


(a)  Subject
always to Section 11.13 below, the Company will have the option to redeem the relevant series of Subordinated Debt Securities, as a whole
but not in part, having given notice in accordance with Section 11.04 hereof, at a redemption price equal to 100% of the principal amount
of the Subordinated Debt Securities then outstanding, together with any accrued interest to (but excluding) the date fixed for redemption,
if at any time the Company determines that:


 


(i)  as
a result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political subdivision or authority therein
or thereof, having the power to tax, including any treaty to which the United Kingdom is a party, or any change in any generally published
application or interpretation of such laws, including a decision of any court or tribunal, or any change in the generally published application
or interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority, which change,
amendment or pronouncement (x) (subject to (y)) becomes effective on or after the Issue Date, or (y) in the case of a change in law,
if such change is enacted by United Kingdom Act of Parliament or implemented by statutory instrument, on or after the Issue Date (a “Tax
Law Change”), the Company has paid or will or would on the next payment date be required to pay Additional Amounts to any Holder
of the Subordinated Debt Securities; and/or


 


(ii)  a
Tax Law Change would:


 


(A)  result
in the Company not being entitled to claim a deduction in respect of any payments (or its corresponding funding costs as recognized in
its financial statements) in respect of the Subordinated Debt Securities in computing its taxation liabilities or the amount or value
of such deduction to the Company would be materially reduced;


 


(B)  prevent
the Subordinated Debt Securities from being treated as loan relationships for United Kingdom tax purposes;


 




    18 


     


    

(C)  as
a result of the Subordinated Debt Securities being in issue, result in the Company not being able to have losses or deductions set against
the profits or gains, or profits or gains offset by the losses or deductions, of companies with which it is or would otherwise be so
grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of the Issue Date or any similar
system or systems having like effect as may from time to time exist);


 


(D)  result
in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, in respect of a write-down
of the principal amount of the Subordinated Debt Securities or the conversion of the Subordinated Debt Securities into shares or other
obligations of the Company (including, pursuant to the terms and conditions of the Subordinated Debt Securities or as a result of the
exercise of any regulatory powers under the Banking Act); or


 


(E)  result
in a Subordinated Debt Security or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes,


 


(each such Tax Law Change,
a “Tax Event”); provided, however, in each case that the Company could not avoid the consequences of
the Tax Event by taking measures reasonably available to it.


 


(b)  Prior
to the delivery of any such notice of redemption the Company shall deliver to the Trustee (i) a written legal opinion of independent
United Kingdom counsel of recognized standing (selected by the Company), in a form satisfactory to the Trustee, to the effect that a
Tax Event has occurred, and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption have
occurred and that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2)
that if, and to the extent required under Applicable Regulations, the Company has demonstrated to the satisfaction of the Relevant Regulator
that the relevant change or event is material and was not reasonably foreseeable by the Company on the Issue Date. The Trustee is entitled
to conclusively rely on and accept such opinion and Officer’s Certificate without any duty whatsoever of further inquiry and without
liability to any person, in which event such opinion and Officer’s Certificate shall be conclusive and binding on the Trustee,
the Holders and the Beneficial Owners.


 


Section
11.09.Optional Redemption Due to a Capital Disqualification Event. Unless otherwise provided as contemplated by Section 3.01
with respect to any series of Subordinated Debt Securities and subject to the conditions set out in Section 11.13 below, the Subordinated
Debt Securities are redeemable, as a whole but not in part, at the option of the Company, on not less than 15 calendar days’ nor
more than 30 calendar days’ notice to each Holder of Subordinated Debt Securities to be redeemed, at any time, at a redemption
price equal to 100% of the principal amount, together with accrued but unpaid interest, if any, in respect of such series of Subordinated
Debt Securities to, but excluding, the date fixed for redemption if, immediately prior to the giving of the notice referred to above,
a Capital Disqualification Event has occurred.


 




    19 


     


    

Prior
to the giving of any notice of redemption, the Company must deliver to the Trustee an Officer’s Certificate stating that (i) a
Capital Disqualification Event has occurred, and (ii) if, and to the extent required under Applicable Regulations, the Company has demonstrated
to the satisfaction of the Relevant Regulator that the relevant change was not reasonably foreseeable by the Company as at the Issue
Date. The Trustee shall be entitled to accept such Officer’s Certificate without any further inquiry and without liability to any
person, in which event such Officer’s Certificate shall be conclusive and binding on the Trustee and the Holders and Beneficial
Owners.


 


Section
11.10.Purchase.Subject to the conditions set out in Section 11.13 below, and to applicable law in force at the relevant
time, including the Applicable Regulations, the Company may at any time, and from time to time purchase Subordinated Debt Securities
in the open market or by tender or by private agreement, in any manner and at any price or at differing prices. Subordinated Debt Securities
purchased or otherwise acquired by the Company may be (i) held, (ii) resold or (iii) at the Company’s sole discretion, surrendered
to the Trustee for cancellation (in which case all Subordinated Debt Securities so surrendered will forthwith be canceled in accordance
with applicable law and thereafter may not be re-issued or resold).


 


Section
11.11.Optional Redemption.Subject to the conditions set out in Section 11.13 below, the Subordinated Debt Securities are
redeemable, as a whole but not in part, at the option of the Company, on not less than 15 calendar days’ nor more than 30 calendar
days’ notice to each Holder of Subordinated Debt Securities to be redeemed, at any time, at a redemption price equal to 100% of
the principal amount, together with accrued but unpaid interest, if any, in respect of such series of Subordinated Debt Securities to,
but excluding, the date fixed for redemption, at the option of the Company on any date in the period commencing on (and including) August
15, 2032 and ending on (and including) the Reset Date.


 


Section
11.12. Substitution or Variation.Upon the occurrence of a Tax Event or a Capital Disqualification Event, the Company may,
subject to the conditions set out in Section 11.13 below, but without any requirement for the consent or approval of the Holders of the
Subordinated Debt Securities, at any time (whether before, on or following the Reset Date) on not less than 15 calendar days’ nor
more than 30 calendar days’ notice to each Holder of Subordinated Debt Securities to be substituted or varied, either substitute
all (but not some only) of the Subordinated Debt Securities for, or vary the terms of the Subordinated Debt Securities so that they remain
or, as appropriate, become, Compliant Securities, and the Trustee shall (subject to the below) agree to such substitution or variation.
Upon the expiry of such notice, the Company shall either vary the terms of or substitute the Subordinated Debt Securities, as the case
may be.


 



    20 


     


    




Prior to the
giving of any notice of substitution or variation, the Company must deliver to the Trustee an Officer’s Certificate stating that
a Tax Event or a Capital Disqualification Event, as the case may be, has occurred, setting out the details thereof, and stating that
the terms of the relevant Compliant Securities comply with the definition thereof. The Trustee shall be entitled to accept such Officer’s
Certificate without any further inquiry and without liability to any person, in which event such Officer’s Certificate shall be
conclusive and binding on the Trustee and the Holders and Beneficial Owners of the Subordinated Debt Securities.


 


Section
11.13 Early Redemption, Purchase, Substitution or Variation – Relevant Regulator.Subordinated Debt Securities may be
redeemed, purchased, substituted or varied by the Company prior to Maturity as provided under Article 11 of this Subordinated Debt Securities
Indenture, subject to:


 


(a) the
Company giving notice to the Relevant Regulator and the Relevant Regulator granting permission to the Company to redeem, purchase, substitute
or vary the Subordinated Debt Securities, as the case may be (in each case to the extent, and in the manner, required by the relevant
Applicable Regulations);


 


(b) in
respect of any redemption of the Subordinated Debt Securities proposed to be made prior to the fifth anniversary of the Issue Date, if
and to the extent then required under the Applicable Regulations (A) in the case of an optional redemption due to a Tax Event, the Company
having demonstrated to the satisfaction of the Relevant Regulator that the relevant change or event is material and was not reasonably
foreseeable by the Company as at the Issue Date or (B) in the case of redemption following the occurrence of a Capital Disqualification
Event, the Company having demonstrated to the satisfaction of the Relevant Regulator that the relevant change (or pending change) was
not reasonably foreseeable by the Company as at the Issue Date and the Relevant Regulator considering such change to be sufficiently
certain;


 


(c) if
and to the extent then required under the Applicable Regulations, either: (A) the Company having replaced the Subordinated Debt Securities
with instruments qualifying as own funds of equal or higher quality on terms that are sustainable for the income capacity of the Company;
or (B) (save in the case of sub-paragraph (d)(A) below) the Company demonstrating to the satisfaction of the Relevant Regulator that
the own funds and eligible liabilities of the Company would, following such redemption, purchase, substitution or variation, exceed its
minimum applicable capital requirements (including any applicable buffer requirements) by a margin that the Relevant Regulator considers
necessary at such time; and


 




    21 


     


    

(d) in
the case of any purchase prior to the fifth anniversary of the Issue Date, in addition to satisfying either of the conditions specified
in paragraph (c) above, either: (A) the Company having, before or at the same time as such purchase, replaced the Subordinated Debt Securities
with own funds instruments of equal or higher quality at terms that are sustainable for the income capacity of the Company, and the Relevant
Regulator having permitted such action on the basis of the determination that it would be beneficial from a prudential point of view
and justified by exceptional circumstances; or (B) the relevant Subordinated Debt Securities being purchased for market-making purposes
in accordance with the Applicable Regulations.


 


Any refusal
by the Relevant Regulator to grant its permission as contemplated above shall not constitute a Default or an Event of Default for any
purpose. Notwithstanding the above conditions, if, at the time of any redemption, purchase, substitution or variation the then-prevailing
Applicable Regulations permit the repayment, purchase, substitution or variation only after compliance with one or more alternative or
additional preconditions to those set out above, the Company shall comply with such other and/or, as appropriate, additional pre-condition(s).


 


Section 3.12.  
Exchanges Not Deemed Payment.With respect to the Securities only, Section 12.10 of the Subordinated Indenture is deleted
in its entirety.


 


Section 3.13.  
Exchange of Subordinated Debt Securities.With respect to the Securities only, Article 13 of the Subordinated Indenture
is deleted in its entirety.


 


Section 3.14.  
Events of Default. With respect to the Securities only:


 


(i) Section 5.01
of the Subordinated Indenture is amended by adding the following sentence at the end of the section:


 


The exercise
of any U.K. bail-in power by the relevant U.K. resolution authority shall not constitute a Default or an Event of Default under this
Section 5.01 or a Default under Section 5.03; and


 


(ii) Section
5.02 of the Subordinated Indenture is amended in part to restate in its entirety the first paragraph of such section as follows:


 


Section
5.02. Acceleration of Maturity; Rescission and Annulment. If an Event of Default occurs with respect to Subordinated Debt Securities
of any series and is continuing, then in every such case the Trustee or the Holder or Holders of not less than 25% in aggregate principal
amount of the Outstanding Subordinated Debt Securities of such series may declare the principal amount, together with accrued interest
(if any) and Additional Amounts (if any), payable on such Subordinated Debt Securities, of all the Subordinated Debt Securities of that
series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holder or Holders),
and upon any such declaration such amount shall become immediately due and payable.


 


(iii) Section 5.02(a)(i)
is hereby restated in its entirety as follows:


 


(i) the
principal of, and premium, if any, on, any Subordinated Debt Securities of such series which have become due otherwise than by such declaration
of acceleration and any due and payable interest, if any, thereon at the rate or rates prescribed therefor in such Subordinated Debt
Securities,


 




    22 


     


    

(iv) Section
5.02 of the Subordinated Indenture is amended in part to restate in its entirety the last paragraph of such section as follows:


 


If the Subordinated
Debt Securities become due and payable (whether pursuant to this Section 5.02 above or Article 11 below) and the Company fails to pay
such amounts (or any damages awarded for breach of any obligations in respect of the Subordinated Debt Securities or this Indenture)
forthwith upon demand, notwithstanding the continuing right of any Holder to receive payment of the principal of and interest on Subordinated
Debt Securities, or to institute suit for the enforcement of any such payment, each in accordance with Section 316(b)(Directions and
Waivers by Bondholders; Prohibition of Impairment of Holders’ Right to Repayment) of the Trust Indenture Act, the Trustee,
in its own name and as trustee of an express trust, may institute proceedings for the winding up of the Company, and/or prove in a winding
up of the Company or in a Qualifying Administration for all such due and payable amounts (including any damages awarded for breach of
any obligations in respect of the Subordinated Debt Securities or this Indenture) but no other remedy shall be available to the Trustee
or the Holders.


 


Section 3.15.  
Compensation and Reimbursement.With respect to the Securities only, Section 6.07 of the Subordinated Indenture is amended
in part to:


 


(i) restate in its
entirety Section 6.07(b) as follows:


 


except as
otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this Subordinated Debt Securities Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall
be determined in a final, non-appealable order by a court of competent jurisdiction to have been caused by its own negligence or bad
faith; and


 


(ii) to add the
following sentence at the end of the section:


 


The Trustee’s
right to reimbursement and indemnity under this Section 6.07 shall survive the payment in full of the Subordinated Debt Securities, the
discharge of this Subordinated Debt Securities Indenture, the resignation or removal of the Trustee and (without prejudice to Section
5.07 of the Tenth Supplemental Indenture if and to the extent applicable as set out therein) any exercise of the U.K. bail-in power by
the relevant U.K. resolution authority with respect to the obligations owed or owing to Holders pursuant to or in connection with the
Subordinated Debt Securities.


 




    23 


     


    

Section 3.16.  
Certain Rights of Trustee.With respect to the Securities only, Section 6.03 of the Subordinated Indenture is amended
in part to add the following at the end of the section:


 


(m)  The
Trustee shall not be liable for errors in judgment made in good faith unless it was negligent in ascertaining the relevant facts; and


 


(n)  The
Trustee may hold funds uninvested without liability for interest in the absence of an agreement signed by the Trustee to the contrary.


 


Section 3.17.  
Certain Rights of Subordinated Debt Security Registrar and Paying Agent. The Subordinated Debt Security Registrar and Paying
Agent shall have the benefit of the rights, protections, indemnifications and immunities granted to the Trustee in the Indenture, including,
without limitation, Section 6.07 of the Indenture, mutatis mutandis.


 


Section 3.18.  
Subordinated Debt Securities Subordinate to Claims of Senior Creditors.With respect to the Securities only, Section
12.01 of the Subordinated Indenture is amended and restated in its entirety, which shall read as follows:


 


Section
12.01.Subordinated Debt Securities Subordinate to Claims of Senior Creditors.


 


(a)  Unless
otherwise provided as contemplated by Section 3.01 with respect to any series of Subordinated Debt Securities, the Company covenants
and agrees, and each Holder of Subordinated Debt Securities of each series, by his acceptance thereof, likewise covenants and agrees,
that, to the extent and in the manner hereinafter set forth in this Article 12, in the event of:


 


(i)  an
order being made, or an effective resolution being passed, for the winding-up of the Company (except, in any such case, a solvent winding-up
solely for the purposes of a reorganization, reconstruction or amalgamation of the Company, the terms of which reorganization, reconstruction,
amalgamation do not provide that the Subordinated Debt Securities shall thereby become redeemable or repayable in accordance with their
terms); or


 




    24 


     


    

(ii)  a
Qualifying Administration,


 


the Holders
will have a right against the Company in respect of or arising under (including any damages awarded for breach of any obligations under)
the Subordinated Debt Securities and the Subordinated Debt Securities Indenture relating to them to claim for all amounts due to them
in respect of the Subordinated Debt Securities including the principal amount thereof (plus any premium) and any accrued but unpaid interest
thereon. Such rights and claims will be subordinated to, and subject in right of payment to, the prior payment in full of, all claims
of all Senior Creditors. The rights and claims of the Holders of the Subordinated Debt Securities shall rank pari passu without
any preference among themselves and rank junior in right of payment to the claims of any existing and future unsecured and unsubordinated
indebtedness of the Company and shall rank at least pari passu with the claims of holders of all obligations of the Company which
constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 2 Capital of the Company and in
priority to (1) the claims of holders of all obligations of the Company which constitute Tier 1 Capital of the Company, (2) the claims
of holders of all undated or perpetual subordinated obligations of the Company and (3) the claims of holders of all ordinary share capital
of the Company.


 


(b)  The
provisions of this Article 12 shall apply only to rights or claims payable under Section 12.01 (a) or to amounts payable pursuant thereto
and under any Subordinated Debt Securities of any series and nothing herein shall affect or prejudice the payment of the costs, charges,
expenses, liabilities, indemnity or remuneration of the Trustee, the first lien rights of the Trustee under Sections 5.03(a)(i) and 5.06
hereof, or the rights and remedies of the Trustee in respect thereof.


 


Section 3.19.  
Reliance on Judicial Order or Certificate of Liquidating Agent.With respect to the Securities only, Section 12.06 of
the Subordinated Indenture is amended and restated in its entirety, which shall read as follows:


 


Section
12.06. Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee, subject to the provisions of Section 6.01, and the Holders of the Subordinated Debt Securities
of the series shall be entitled to rely upon (a) any order or decree entered by any court in which such winding-up of the Company or
similar case or proceeding, including a proceeding for the suspension of payments is pending, or (b) a certificate of the administrator
of the Company, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee
or the Holders of such Subordinated Debt Securities, for the purpose of ascertaining the Persons entitled to participate in such payment
or distribution, the Senior Creditors and other claims against the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this Article 12.


 


Section 3.20.  
Additional Subordinated Debt Securities.With respect to the Securities only, Section 3.12 of the Subordinated Indenture
is amended and restated in its entirety, which shall read as follows:


 




    25 


     


    

Section
3.12.Additional Subordinated Debt Securities. The Company may, from time to time, without the consent of the Holders of the
Subordinated Debt Securities of any series, issue additional Subordinated Debt Securities of one or more of the series of Subordinated
Debt Securities issued under this Subordinated Debt Securities Indenture, having the same ranking and same interest rate, Maturity, redemption
terms and other terms, except for the price to the public, issue date and first Interest Payment Date, as the Subordinated Debt Securities.
Any such additional Subordinated Debt Securities, together with the outstanding Subordinated Debt Securities of the applicable series,
will constitute a single series of Subordinated Debt Securities under this Subordinated Debt Securities Indenture and shall be included
in the definition of “Subordinated Debt Securities” in this Subordinated Debt Securities Indenture where the context requires;
provided, however, that if the original Subordinated Debt Securities are determined by the Company to be debt for U.S. federal income
tax purposes and the additional Subordinated Debt Securities are not fungible with the outstanding Subordinated Debt Securities for U.S.
federal income tax purposes, the additional Subordinated Debt Securities must have CUSIP, ISIN and/or other identifying numbers different
from those used for the outstanding Subordinated Debt Securities.


 


Section 3.21.  
Agreement with Respect to Exercise of U.K. Bail-In Power.The following provisions relate solely to the Securities established
pursuant to this Tenth Supplemental Indenture:


 


(a)  
Notwithstanding any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of
the Securities, by purchasing or acquiring the Securities, each Holder (including each Beneficial Owner) of the Securities acknowledges,
accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority that
may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities; (ii)
the conversion of all, or a portion, of the principal amount of, or interest on, the Securities into shares or other securities or other
obligations of the Company or another person (and the issue to or conferral on the holder of such shares, securities or obligations,
including by means of an amendment, modification or variation of the terms of the Securities); and/or (iii) the amendment or alteration
of the Maturity of the Securities, or amendment of the amount of interest due on the Securities, or the dates on which interest becomes
payable, including by suspending payment for a temporary period; any U.K. bail-in power may be exercised by means of variation of the
terms of the Securities solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. With
respect to (i), (ii) and (iii) above, references to principal and interest shall include payments of principal and interest that have
become due and payable (including principal that has become due and payable at Maturity), but which have not been paid, prior to the
exercise of any U.K. bail-in power. Each Holder and each Beneficial Owner of the Securities further acknowledges and agrees that the
rights of the Holders and/or Beneficial Owners under the Securities are subject to, and will be varied, if necessary, solely to give
effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.


 


(b)  
By purchasing or acquiring the Securities, each Holder and Beneficial Owner:


 




    26 


     


    

(i)  
acknowledges and agrees that no exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the
Securities shall give rise to a Default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c)
(Duties of the Trustee in Case of Default) of the Trust Indenture Act;


 


(ii)  
to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate
a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or
abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority
with respect to the Securities; and


 


(iii)  
acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee
shall not be required to take any further directions from Holders or Beneficial Owners of the Securities under Section 5.12 of the Indenture,
and (b) neither the Subordinated Indenture nor this Tenth Supplemental Indenture shall impose any duties upon the Trustee whatsoever
with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.Notwithstanding the foregoing, if,
following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Securities remain
outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of such Securities),
then the Trustee’s duties under the Indenture shall remain applicable with respect to such Securities following such completion
to the extent that the Company and the Trustee agree pursuant to a supplemental indenture or an amendment to this Tenth Supplemental
Indenture, unless the Company and the Trustee agree in writing that a supplemental indenture is not necessary.


 


Each Holder or Beneficial
Owner that acquires its Securities in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same
provisions specified in the Indenture to the same extent as the Holders and Beneficial Owners of the Securities that acquire the Securities
upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent
to the terms of the Securities, including in relation to the U.K. bail-in power.


 


By purchasing or acquiring
the Securities, each Holder and Beneficial Owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in power as it
may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power with respect
to the Securities and (ii) authorized, directed and requested DTCand any direct participant in DTC or other intermediary through
which it holds such Securities to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power
with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holder or Beneficial
Owner or the Trustee.


 




    27 


     


    

(c)  
No repayment of the principal amount of the Securities or payment of interest on the Securities shall become due and payable after
the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment,
respectively, is scheduled to become due, such repayment or payment would be permitted to be made by the Company under the laws and regulations
of the United Kingdom applicable to the Company and the Group.


 


(d)  
Neither a reduction or cancellation, in part or in full, of the principal amount of, or interest on, the Securities or the conversion
thereof into another security or obligation of the Company or another person, as a result of the exercise of the U.K. bail-in power by
the relevant U.K. resolution authority with respect to the Company, nor the exercise of the U.K. bail-in power by the relevant U.K. resolution
authority with respect to the Securities will be a Default or an Event of Default for any purpose.


 


(e)  
Upon the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Securities, the Company
shall provide a written notice to DTCas soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying
Holders and Beneficial Owners of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information
purposes. Any delay or failure by the Company in delivering the notices referred to in this paragraph shall not affect the validity and
enforceability of the U.K. bail-in power.


 


Section 3.22.  
Notification of Assumption Or Substitution To the PRA. With respect to any series of Subordinated Debt Securities issued
under the Subordinated Indenture, including the Securities, Section 8.04 of the Subordinated Indenture is amended and restated in its
entirety to read as follows:


 


Section
8.04. Notification of Assumption Or Substitution To the PRA. No such assumption or substitution as is referred to in either Section
8.02 or 8.03 shall be effected in relation to any series of Subordinated Debt Securities, unless, in each case to the extent and manner
required by the Applicable Regulations at such time, the Company has given notice thereof to the Relevant Regulator and the Relevant
Regulator has granted its permission or no objection in relation thereto.


 


Section 3.23.  
Notification of Modification or Supplemental Indenture to PRA. With respect to any series of Subordinated Debt Securities
issued under the Subordinated Indenture, including the Securities, Section 9.07 of the Subordinated Indenture is amended and restated
in its entirety to read as follows:


 


Section
9.07. Notification of Modification or Supplemental Indenture to PRA. No such modification shall be effected in relation to any
series of Subordinated Debt Securities, unless, in each case to the extent and manner required by the Applicable Regulations at such
time, the Company has given notice thereof to the Relevant Regulator and the Relevant Regulator has granted its permission or no objection
in relation thereto.


 




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Article
4

AMENDMENTS TO THE SUBORDINATED INDENTURE


 


Section 4.01.  
Appointment of Agent for Service.With respect to any series of Subordinated Debt Securities issued under the Subordinated
Indenture, including the Securities, Section 1.14 of the Subordinated Indenture is amended and restated in its entirety and shall read
as follows:


 


Section
1.14. Appointment of Agent for Service.The Company has designated and appointed the Chief Legal Officer, Lloyds Securities
Inc. and Deputy Chief Legal Officer, North America of Lloyds Bank Corporate Markets plc (or any successor thereto), currently of 1095
Avenue of the Americas, New York, NY 10036 as its authorized agent upon which process may be served in any suit or proceeding in any
Federal or State court in the Borough of Manhattan, The City of New York, New York, arising out of or relating to the Subordinated Debt
Securities, this Subordinated Debt Securities Indenture or this Tenth Supplemental Indenture, but for that purpose only, and agrees that
service of process upon such authorized agent shall be deemed in every respect effective service of process upon it in any such suit
or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York, New York. Such appointment shall be irrevocable
so long as any of the Subordinated Debt Securities remain Outstanding until the appointment of a successor by the Company and such successor’s
acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor.
The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments,
as may be necessary to continue such designation and appointment of such authorized agent in full force and effect so long as any of
the Subordinated Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect
to any failure by the Company to take any such action. The Company and the Trustee each hereby submits (for the purposes of any such
suit or proceeding) to the jurisdiction of any such court in which any such suit or proceeding is so instituted, and waives, to the extent
it may effectively do so, any right to trial by jury and any objection it may have now or hereafter to the laying of the venue of any
such suit or proceeding.


 


Section 4.02.  
Notices to Trustee.With respect to any series of Subordinated Debt Securities issued under the Subordinated Indenture,
including the Securities, Section 1.05 of the Subordinated Indenture is amended and restated in its entirety to read as follows:


 




    29 


     


    

Section
1.05. (a) Notices, Etc. to Trustee, Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by the Subordinated Debt Securities Indenture or the Tenth Supplemental Indenture to
be made upon, given or furnished to, or filed with,


 


(i) the Trustee by any Holder
or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished
or filed in writing (which may be via facsimile or e-mail) to the Trustee at its Corporate Trust Office and the Trustee agrees to accept
and act upon facsimile or electronic transmission of written instructions pursuant to the Subordinated Debt Securities Indenture or the
Tenth Supplemental Indenture; provided, however, that (x) the party providing such written instructions, subsequent to such transmission
of written instructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, and (y)
such originally executed instructions or directions shall be signed by an authorized representative of the party providing such instructions
or directions; or


 


(ii) the Company by the Trustee
or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and (i) mailed,
in the case of the Company, first-class postage prepaid, addressed to it at the address of its principal office specified in the first
paragraph of this Subordinated Debt Securities Indenture (unless another address has been previously furnished in writing to the Trustee
by the Company, in which case at the last such address) marked “Attention: Company Secretary”, or (ii) faxed to +44 20 7158
3298/3299 marked “Attention: Company Secretary”.


 


(b) The Trustee shall have
the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to the
Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee evidence of the Executive
Officers.If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to
act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling.The Company understands
and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively
presume that directions that purport to have been sent by an Executive Officer have been sent by such Executive Officer.The Company
shall be responsible for ensuring that only Executive Officers transmit such Instructions to the Trustee and that the Company and all
Executive Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords
and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses arising directly
or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or
are inconsistent with a subsequent written instruction. The Company agrees: (i) to assume all risks arising out of the use of Electronic
Means to submit Instructions to the Trustee, and the risk of interception and misuse by third parties; (ii) that it is fully informed
of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more
secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to
be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light
of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized
use of the security procedures.


 




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Section 4.03.  
Additional Amounts.With respect to any series of Subordinated Debt Securities issued under the Subordinated Indenture,
including the Securities, Section 10.04 of the Subordinated Indenture is hereby amended and replaced in its entirety as follows:


 


Section
10.04.Additional Amounts.Amounts to be paid on any series of Subordinated Debt Securities will be made without deduction
or withholding for, or on account of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges
or fees imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision thereof or
authority thereof that has the power to tax (a “U.K. Taxing Jurisdiction”), unless such deduction or withholding is
required by law. If at any time a U.K. Taxing Jurisdiction requires the Company to make such deduction or withholding, the Company will
pay additional amounts with respect to the interest only on the Subordinated Debt Securities (“Additional Amounts”)
that are necessary in order that the net amounts of interest paid to the Holders of Subordinated Debt Securities of the particular series,
after the deduction or withholding, shall equal the amounts of interest only which would have been payable on the Subordinated Debt Securities
if the deduction or withholding had not been required. However, this will not apply to any such tax, levy, impost, duty, charge
or fee which would not have been deducted or withheld but for the fact that:


 


(i) the
Holder or the Beneficial Owner of the Subordinated Debt Security is a domiciliary, national or resident of, or engaging in business or
maintaining a permanent establishment or physically present in, the U.K. Taxing Jurisdiction or otherwise having some connection with
the U.K. Taxing Jurisdiction other than the holding or ownership of a Subordinated Debt Security, or the collection of any payment of,
or in respect of, principal of, or any interest or other payment on, any Subordinated Debt Security of the relevant series,


 


(ii) except
in the case of a winding-up in the United Kingdom, the relevant Subordinated Debt Security is presented (where presentation is required)
for payment in the United Kingdom,


 




    31 


     


    

(iii)
the relevant Subordinated Debt Security is presented (where presentation is required) for payment more than 30 days after the date payment
became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to the Additional Amounts
on presenting the same for payment at the close of that 30 day period,


 


(iv) the
Holder or the Beneficial Owner of the relevant Subordinated Debt Security or the Beneficial Owner of any payment of or in respect of
principal of, or any interest or other payment on, the Subordinated Debt Security failed to comply with a request of the Company or its
liquidator or other authorized person addressed to the Holder (x) to provide information concerning the nationality, residence or identity
of the Holder or the Beneficial Owner or (y) to make any declaration or other similar claim to satisfy any requirement, which in the
case of (x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice of the U.K. Taxing Jurisdiction
as a precondition to exemption from all or part of the tax, levy, impost, duty, charge or fee,


 


(v) the
deduction or withholding is imposed by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474
of the US Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement
between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official
guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement, or


 


(vi) any
combination of subclauses (i) through (v) above,


 


nor shall
Additional Amounts be paid with respect to any interest only on the Subordinated Debt Securities to any Holder who is a fiduciary or
partnership or settlor with respect to such fiduciary or a member of such partnership other than the sole Beneficial Owner of such payment
to the extent such payment would be required by the laws of any taxing jurisdiction to be included in the income for tax purposes of
a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a Beneficial Owner who would not
have been entitled to such Additional Amounts, had it been the Holder.


 


Whenever
in this Subordinated Debt Securities Indenture there is mentioned, in any context, the payment of interest on, or in respect of, any
Subordinated Debt Security of any series such mention shall be deemed to include mention of the payment of Additional Amounts provided
for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant
to the provisions of this Section and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions
hereof where such express mention is not made. Upon request from the Trustee or a paying agent, the Company shall provide information
reasonably necessary and readily available in order to enable to the Trustee or paying agent to determine whether any withholding obligations
under FATCA apply. None of the Company, the Trustee or a paying agent shall have any liability in connection with the Company’s
or Trustee’s or paying agent’s compliance with any such withholding obligation under applicable law.


 




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Section
4.04.   Sanctions. (a) The Company covenants and
represents that neither they nor any of their affiliates, subsidiaries, directors or officers are the target or subject of any
sanctions enforced by the US Government, (including, the Office of Foreign Assets Control of the U.S. Department of the Treasury
(“OFAC”)), the United Nations Security Council, the European Union, HM Treasury, or other relevant sanctions
authority (collectively “Sanctions”). (b) The Company covenants and represents that neither they nor any of their
affiliates, subsidiaries, directors or officers will use any payments made pursuant to this Indenture, (i) to fund or facilitate any
activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions,
(ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions,
or (iii) in any other manner that will result in a violation of Sanctions by any person. (c) Sub-sections (a) and (b) will not apply
if and to the extent that they are or would be unenforceable by reason of breach of (i) any provision of Council Regulation (EC) No
2271/96 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the EEA ) or (ii) any
similar blocking or anti-boycott law in the United Kingdom or elsewhere. However, if the aforementioned Council Regulation purports
to make compliance with any portion of this Section unenforceable by the Company, the Company will nonetheless take such measures as
may be necessary to ensure that the Company does not use the services in any manner which would cause the Trustee, Paying Agent or
Subordinated Debt Security Registrar to violate Sanctions applicable to them.


 


Article
5

MISCELLANEOUS


 


Section 5.01.  
Effect of Supplemental Indenture.Upon the execution and delivery of this Tenth Supplemental Indenture by each of the
Company and the Trustee, and the delivery of the documents referred to in ‎Section
5.02 herein, the Subordinated Indenture shall be supplemented in accordance herewith, and this Tenth Supplemental Indenture shall form
a part of the Subordinated Indenture for all purposes in respect of the Securities or otherwise as applicable.


 




    33 


     


    

Section 5.02.  
Other Documents to be Given to the Trustee.The Trustee shall be entitled to receive an Officer’s Certificate
and an Opinion of Counsel stating the conditions contained in Section 1.02 of the Subordinated Indenture and, in the case of the Opinion
of Counsel, stating the Indenture is a legal, binding and valid obligation of the Company enforceable in accordance with its terms. As
specified in Section 9.03 of the Subordinated Indenture and subject to the provisions of Section 6.03 of the Subordinated Indenture,
the Trustee shall also be entitled to receive an Opinion of Counsel stating that that this Tenth Supplemental Indenture is authorized
or permitted by the Subordinated Indenture, and the Tenth Supplemental Indenture, and the Securities whose terms are incorporated by
reference herein are each, subject to Section 1.03 of the Subordinated Indenture, a legal, valid and binding obligation of the Company
enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting creditor’s rights generally, by equitable principles of general applicability
and by possible judicial actions giving effect to governmental actions or foreign laws affecting creditors’ rights, and the Tenth
Supplemental Indenture is permitted under the Indenture. The Trustee may rely on such Officer’s Certificate and Opinion of Counsel
as conclusive evidence that this Tenth Supplemental Indenture complies with the applicable provisions of the Subordinated Indenture.


 


Section 5.03.  
Confirmation of Indenture.The Subordinated Indenture, as supplemented and amended by this Tenth Supplemental Indenture
with respect to the Securities or otherwise as applicable, is in all respects ratified and confirmed, and the Subordinated Indenture,
this Tenth Supplemental Indenture and all indentures supplemental thereto shall, in respect of the Securities or otherwise as applicable,
be read, taken and construed as one and the same instrument.This Tenth Supplemental Indenture constitutes an integral part of the
Subordinated Indenture and, where applicable, with respect to the Securities.In the event of a conflict between the terms and conditions
of the Subordinated Indenture and the terms and conditions of this Tenth Supplemental Indenture, the terms and conditions of this Tenth
Supplemental Indenture shall prevail where applicable.


 


Section 5.04.  
Concerning the Trustee.The Trustee does not make any representations as to the validity or sufficiency of this Tenth
Supplemental Indenture or the Securities.The recitals and statements herein are deemed to be those of the Company and not the Trustee.In
entering into this Tenth Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Subordinated
Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee.


 


Section 5.05.  
Governing Law.This Tenth Supplemental Indenture and the Securities shall be governed by and construed in accordance
with the laws of the State of New York, except that (i) the authorization and execution by the Company of this Tenth Supplemental Indenture
and the Securities shall be governed by (in addition to the laws of the State of New York relevant to execution) the respective jurisdictions
of the Company and the Trustee and the Subordinated Debt Security Registrar, as the case may be and (ii) ‎Section
3.18 of this Tenth Supplemental Indenture (other than the Trustee’s and the Subordinated Debt Security Registrar’s own rights,
duties or immunities thereunder) and the third paragraph of Section 5.03 of the Subordinated Indenture in relation to the waiver of any
right of set-off or counterclaim with respect to the Securities or the Indenture shall be governed by and construed in accordance with
the laws of Scotland.


 


Section 5.06.  
Separability.In case any provision contained in this Tenth Supplemental Indenture shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 




    34 


     


    

Section 5.07.  
Concerning U.K. Bail-in Liability.Notwithstanding and to the exclusion of any other term of this Tenth Supplemental
Indenture or the Subordinated Indenture or any other agreements, arrangements, or understanding between the Company and the Trustee,
the Trustee acknowledges and accepts that a U.K. Bail-in Liability arising under this Tenth Supplemental Indenture may be subject to
the exercise of U.K. Bail-in Powers by the relevant U.K. resolution authority and acknowledges, accepts, and agrees to be bound by:


 


(a)  
the effect of the exercise of U.K. Bail-in Powers by the relevant U.K. resolution authority in relation to any U.K. Bail-in Liability
of the Company to the Trustee under this Tenth Supplemental Indenture or the Subordinated Indenture, that (without limitation) may include
and result in any of the following, or some combination thereof:


 


(i)  
the reduction of all, or a portion, of the U.K. Bail-in Liability or outstanding amounts due thereon;


 


(ii)  
the conversion of all, or a portion, of the U.K. Bail-in Liability into shares, other securities or other obligations of the Company
or another person (and the issue to or conferral on the Trustee of such shares, securities or obligations);


 


(iii)  
the cancellation of the U.K. Bail-in Liability; and/or


 


(iv)  
the amendment or alteration of any interest, if applicable, thereon, the Maturity or the dates on which any payments are due,
including by suspending payment for a temporary period; and


 


(b)  
the variation of the terms of this Tenth Supplemental Indenture, as deemed necessary by the relevant U.K. resolution authority,
to give effect to the exercise of U.K. Bail-in Powers by the relevant U.K. resolution authority.


 


“U.K. Bail-in Legislation”
means Part I of the Banking Act and any other law, regulation, rule or requirement applicable from time to time in the U.K. relating
to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through
liquidation, administration or other insolvency proceedings).


 


“U.K. Bail-in Liability”
means a liability in respect of which the U.K. Bail-in Powers may be exercised.


 




    35 


     


    

“U.K. Bail-in Powers”
means any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations,
rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated
in the United Kingdom in effect and applicable in the United Kingdom to the Company and the Group, including but not limited to any such
laws, regulations, rules or requirements which are implemented, adopted or enacted in the United Kingdom within the context of the U.K.
resolution regime under the Banking Act, pursuant to which obligations of a bank, banking group company, credit institution or investment
firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations
of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such
obligations may be deemed to have been exercised.


 


Section 5.08.  
Counterparts.Electronic Signatures. This Tenth Supplemental Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The words “execution,”
“signed,” “signature,” and words of like import in this Supplemental Indenture or in any certificate, agreement
or document related to this Tenth Supplemental Indenture shall include electronic signatures (including, without limitation, DocuSign
and Adobe Sign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record
created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability
as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any
other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial
Code.


 


Section 5.09.  
Bail-in Relating to BRRD Party. Notwithstanding any other term of this Tenth Supplemental Indenture or any other agreements,
arrangements, or understanding between the parties, each counterparty to a BRRD Party under this Tenth Supplemental Indenture acknowledges,
accepts, and agrees to be bound by:


 


(a)  
the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any BRRD
Party to it under this Tenth Supplemental Indenture, that (without limitation) may include and result in any of the following, or some
combination thereof:


 


(i)  
the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;


 


(ii)  
the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant
BRRD Party or another person (and the issue to or conferral on it of such shares, securities or obligations);


 


(iii)  
the cancellation of the BRRD Liability;


 




    36 


     


    

(iv)  
the amendment or alteration of the amounts due in relation to the BRRD Liability, including any interest, if applicable, thereon,
the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and


 


(b)  
the variation of the terms of this Tenth Supplemental Indenture, as deemed necessary by the Relevant Resolution Authority, to
give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.


 


[Signature Pages
Follow]


 




    37 


     


    

IN WITNESS WHEREOF,
the parties hereto have caused this Tenth Supplemental Indenture to be duly executed as of the date first written above.


 


	 	LLOYDS BANKING GROUP PLC
	 	 
	 	 
	 	By:	/s/ Claire-Elizabeth Padley
	 	 	Name:Claire-Elizabeth Padley
	 	 	Title:  Managing Director, Non Bank Entities Treasurer & Head of Capital and Recovery and Resolution



 


[Signature Page
to Tenth Supplemental Indenture]


 



     


     


    

	 	THE BANK OF NEW YORK MELLON, acting through its London Branch, as Trustee and as Paying
    Agent
	 	 
	 	 
	 	By:	/s/ Thomas Bolton
	 	 	Name: Thomas Bolton
	 	 	Title:   Authorized Representative
	 	 	 



 

	 	The Bank of New York Mellon SA/NV,
    Dublin Branch, as Subordinated Debt Security Registrar
	 	 
	 	 
	 	By:	/s/ Thomas Bolton
	 		 Name: Thomas Bolton
	 		Title: Authorized Representative



 


 


[Signature Page to Tenth Supplemental Indenture]





     


     


    

EXHIBIT A


 


FORM OF GLOBAL
SECURITY


 


UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THE RIGHTS OF THE HOLDER OF THIS SUBORDINATED
DEBT SECURITY ARE, TO THE EXTENT AND IN THE MANNER SET FORTH IN SECTION 12.01 OF THE INDENTURE, SUBORDINATED TO THE CLAIMS OF OTHER CREDITORS
OF THE COMPANY, AND THIS SUBORDINATED NOTE IS ISSUED SUBJECT TO THE PROVISIONS OF THAT SECTION 12.01, AND THE HOLDER OF THIS SUBORDINATED
NOTE, BY ACCEPTING THE SAME, AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS. THE PROVISIONS OF SECTION 12.01 OF THE INDENTURE AND THE
TERMS OF THIS PARAGRAPH ARE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF SCOTLAND.







    A-1


     


    

 


CUSIP
No. 539439AW9 


ISIN
No. US539439AW91 


Common
Code: 255666444


 


LLOYDS BANKING GROUP
PLC


 


7.953% FIXED RATE
RESET SUBORDINATED DEBT SECURITIES DUE 2033 WITH A CALL DATE IN 2032


 


	No. [•]	$[•]



 


LLOYDS BANKING GROUP PLC (herein called
the “Company”, which term includes any successor person under the Indenture (as defined on the reverse hereof)), for value
received, hereby promises to pay to Cede & Co, or registered assigns, the principal sum of $[•] ([•] U.S. dollars) on November
15, 2033 or on such earlier date as the principal hereof may become due in accordance with the terms hereof and to pay interest thereon
semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2023, and ending on November 15, 2033 (each, a
“Payment Date”). Interest so payable on any Payment Date shall be paid to the holder in whose name this Subordinated Debt
Security is registered on April 30 and October 31 immediately preceding the related Payment Date, whether or not a Business Day (each
a “Regular Record Date”). If (i) the Company fails to pay any installment of interest on any Subordinated Debt Security on
or before its Payment Date and such failure continues for 14 days or (ii) the Company fails to pay all or any part of the principal of
any Subordinated Debt Security on any date on which such principal shall otherwise have become due and payable, whether upon redemption
or otherwise, and such failure continues for seven days (each of (i) and (ii), a “Default”), the Trustee may commence a proceeding
for the winding up of the Company or a QualifyingAdministration, provided that the Trustee may not, upon the occurrence of a Default,
declare the principal amount of any of the Outstanding Subordinated Debt Securities to be due and payable.


 


Interest shall accrue
on this Subordinated Debt Security from (and including) the date of issuance to (but excluding) November 15, 2032 (the “Reset Date”)
at the rate of 7.953% per annum (the “Initial Interest Rate”) and from (and including) the Reset Date to (but excluding)
November 15, 2033 (the “Maturity”) (the “Reset Period”), at a rate per annum calculated by the Calculation Agent
on the second Business Day immediately preceding the Reset Date (the “Reset Determination Date”) as being equal to the sum
of the applicable U.S. Treasury Rate (as defined below) (expressed as a rate per annum) and 3.750% (the “Margin”), such sum
being converted to a semi-annual rate in accordance with market convention (rounded to three decimal places, with 0.0005 rounded down)
(the “Reset Rate of Interest”).


 




    A-2


     


    

Interest on the Subordinated Debt
Securities will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month,
on the basis of the actual number of days elapsed in such period. If any scheduled Interest Payment Date is not a Business Day, the Company
will pay interest on the next Business Day, but interest on that payment will not accrue during the period from and after the scheduled
Interest Payment Date.If the scheduled Maturity date or date of redemption or repayment is not a Business Day, the Company may pay
interest and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after
the scheduled Maturity date or date of redemption or repayment.








Payment of the principal
amount of (and premium, if any) and any interest on, this Subordinated Debt Security will be made in U.S. dollars.Such payment shall
be made through one or more Paying Agents appointed under the Indenture to the Holder of this Subordinated Debt Security. If the date
for payment of the principal amount hereof (and premium, if any) or interest thereon is not a Business Day, then (subject as provided
in the Indenture) such payment shall be made on the next succeeding Business Day with the same force and effect as if made on such date
for payment and without any interest or other payment in respect of such delay.


 


Prior to due presentment
of this Subordinated Debt Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Subordinated Debt Security is registered as the owner of such Subordinated Debt Security for
the purpose of receiving payment of principal and interest, if any, on such Subordinated Debt Security and for all other purposes whatsoever,
whether or not such Subordinated Debt Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.


 


Reference is hereby
made to the further provisions of this Subordinated Debt Security set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


 


Unless the certificate
of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Subordinated
Debt Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 




    A-3


     


    

Notwithstanding
any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of this Subordinated Debt
Security, by purchasing or acquiring this Subordinated Debt Security, each Holder (including each Beneficial Owner) of this Subordinated
Debt Security acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K.
resolution authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest
on, the Subordinated Debt Securities; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Subordinated
Debt Securities into shares or other securities or other obligations of the Company or another person (and the issue to or conferral
on the holder of such shares, securities or obligations, including by means of an amendment, modification or variation of the terms of
the Subordinated Debt Securities); and/or (iii) the amendment or alteration of the Maturity of the Subordinated Debt Securities, or amendment
of the amount of interest due on the Subordinated Debt Securities, or the dates on which interest becomes payable, including by suspending
payment for a temporary period; any U.K. bail-in power may be exercised by means of variation of the terms of the Subordinated Debt Securities
solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power.With respect to (i), (ii)
and (iii) above, references to principal and interest shall include payments of principal and interest that have become due and payable
(including principal that has become due and payable at Maturity), but which have not been paid, prior to the exercise of any U.K. bail-in
power. Each Holder and each Beneficial Owner of the Subordinated Debt Securities further acknowledges and agrees that the rights of the
Holders and/or Beneficial Owners under the Subordinated Debt Securities are subject to, and will be varied, if necessary, solely to give
effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.


 


For
these purposes, a “U.K. bail-in power” is any write-down, conversion, transfer, modification or suspension power existing
from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit
institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Company
and the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted
in the United Kingdom within the context ofthe U.K. resolution regime under the Banking Act 2009, as the same has been or may be
amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013, secondary legislation or otherwise)
(the “Banking Act”), pursuant to which obligations of a bank, banking group company, credit institution or investment firm
or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into shares or other securities or obligations
of the obligor or any other person (or suspended for a temporary period) or pursuant to which any right in a contract governing such
obligations may be deemed to have been exercised.


 


“U.S.
Treasury Rate” means, with respect to the Reset Date, the rate per annum equal to: (1) the yield on actively traded U.S. Treasury
securities adjusted to constant maturity on the Reset Determination Date and appearing under the caption “Treasury constant maturities”
on the Reset Determination Date in the applicable most recently published statistical release designated “H.15 Daily Update”,
or any successor publication that is published by the Board of Governors of the Federal Reserve System that establishes yields on actively
traded U.S. Treasury securities adjusted to constant maturity, under the caption “Treasury Constant Maturities”, for the
maturity of one year; or (2) if such release (or any successor release) is not published on the Reset Determination Date, or does not
contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated
using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for the Reset Date.


 


The U.S. Treasury
Rate shall be calculated by the Calculation Agent (as defined below).


 




    A-4


     


    

If the U.S. Treasury
Rate cannot be determined, for whatever reason, as described under (1) or (2) above, “U.S. Treasury Rate” means the rate
in percentage per annum as notified by the Calculation Agent to the Company equal to the yield on U.S. Treasury securities having a maturity
of one year as set forth in the most recently published statistical release designated “H.15 Daily Update” under the caption
“Treasury constant maturities” (or any successor publication that is published weekly by the Board of Governors of the Federal
Reserve System and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption
“Treasury Constant Maturities” for the maturity of one year) on the Reset Determination Date.


 


“Business
Day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are
authorized or required by law or regulation to close in the City of New York or in the City of London.


 


“Calculation
Agent” means The Bank of New York Mellon, London Branch, or its successor appointed by the Company from time to time in accordance
with the Calculation Agent Agreement between the Company and The Bank of New York Mellon, London Branch, dated as of the Issue Date.


 


“Comparable
Treasury Issue” means, with respect to the Reset Period, the U.S. Treasury security or securities selected by the Company with
a maturity date on or about the last day of the Reset Period and that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars and having a maturity of
one year.


 


“Comparable
Treasury Price” means, with respect to the Reset Date, (i) the arithmetic average of the Reference Treasury Dealer Quotations for
the Reset Date received by the Company (calculated on the Reset Determination Date), after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are received by the Company, the arithmetic
average of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations are received by the Company, then
such Reference Treasury Dealer Quotation as quoted in writing to the Company by a Reference Treasury Dealer.


 


“Reference
Treasury Dealer” means each of up to five banks selected by the Company, or the affiliates of such banks, which are (i) primary
U.S. Treasury securities dealers, and their respective successors (as long as such successors are also primary U.S. Treasury securities
dealers), or (ii) market makers in pricing comparable corporate bond issues denominated in U.S. dollars.


 


“Reference
Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and the Reset Date, the bid and offered prices
obtained by the Company for the applicable Comparable Treasury Issue, expressed in each case as a percentage of its principal amount,
at 11:00 a.m. (New York City time), on the Reset Determination Date.


 




    A-5


     


    

IN WITNESS WHEREOF,
the Company has caused this Subordinated Debt Security to be duly executed.


 


Dated:


 


	 	LLOYDS BANKING GROUP PLC
	 	By:	 
	 	 	Name:
	 	 	Title:




    A-6


     


    

CERTIFICATE OF AUTHENTICATION


 


This is one of the
Subordinated Debt Securities of the series designated herein referred to in the within-mentioned Indenture.


 


Dated:


 


	 	THE BANK OF NEW YORK MELLON, 

    acting through its London Branch,

    as Trustee
	 	By:	 
	 	 	Authorized Signatory
	 	 	 




    A-7


     


    

[REVERSE OF SECURITY]


 


This security is
one of a duly authorized issue of securities of the Company (herein called the “Subordinated Debt Securities”) issued and
to be issued in one or more series under a Subordinated Indenture, dated as of November 4, 2014 (herein called the “Subordinated
Indenture”), between the Company, as issuer, and The Bank of New York Mellon, as Trustee (herein called the “Trustee,”
which term includes any successor trustee under the Subordinated Indenture), as supplemented by the Tenth Supplemental Indenture, dated
as of November 15, 2022, among the Company, the Trustee and The Bank of New York Mellon SA/NV, Dublin Branch, as Subordinated Debt Security
Registrar (the “Tenth Supplemental Indenture”, and, together with the Subordinated Indenture, the “Indenture”)
to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Subordinated Debt Securities and of the
terms upon which the Subordinated Debt Securities are, and are to be, authenticated and delivered.


 


This Subordinated
Debt Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $1,000,000,000.
The Company may, from time to time, without the consent of the Holders of the Subordinated Debt Securities, issue additional Subordinated
Debt Securities of one or more of the series of Subordinated Debt Securities issued under the Subordinated Indenture, having the same
ranking and the same interest rate, Maturity, redemption terms and other terms as the Subordinated Debt Securities, except for the price
to the public, issue date and first Interest Payment Date, provided that such additional Subordinated Debt Securities must be fungible
with the outstanding Subordinated Debt Securities for U.S. federal income tax purposes.Any such additional Subordinated Debt Securities,
together with the Subordinated Debt Securities of the applicable series, will constitute a single series of Subordinated Debt Securities
under the Subordinated Indenture and shall be included in the definition of “Securities” in the Subordinated Indenture where
the context requires.


 


The Subordinated
Debt Securities will constitute our direct, unconditional, unsecured, unguaranteed and subordinated obligations ranking pari passu
without any preference among themselves and ranking junior in right of payment to the claims of any existing and future unsecured
and unsubordinated indebtedness of the Company.


 


The rights of the
Holders of the Subordinated Debt Securities of this series are, to the extent and in the manner set forth in Section 12.01 of the Indenture,
subordinated to the claims of all Senior Creditors of the Company, and this series of Subordinated Debt Securities is issued subject
to the provisions of that Section 12.01, and the Holders of this series of Subordinated Debt Securities, by accepting the same, agree
to and shall be bound by such provisions.The provisions of Section 12.01 of the Indenture and the terms of this paragraph are governed
by, and shall be construed in accordance with, the laws of Scotland.


 




    A-8


     


    

If an Event of Default
occurs with respect to Subordinated Debt Securities of any series, then in every such case the Trustee or the Holder or Holders of not
less than 25% in aggregate principal amount of the Outstanding Subordinated Debt Securities of this series may declare the principal
amount, together with accrued interest (if any), and Additional Amounts (if any), payable on such Subordinated Debt Securities, of all
the Subordinated Debt Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given
by the Holder or Holders), and upon any such declaration such amount shall become immediately due and payable.


 


Except as otherwise
provided in Article 5 of the Indenture, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of
the Holders of the Subordinated Debt Securities by such appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Subordinated Indenture
or in aid of the exercise of any power granted herein, or to enforce any other legal or equitable right vested in the Trustee by the
Subordinated Indenture or by law, provided, however, that the Company shall not, as a result of the bringing of such judicial proceedings,
be required to pay any amount representing or measured by reference to the principal of, or any interest on, the Subordinated Debt Securities
prior to any date on which the principal of, or any interest on, the Subordinated Debt Securities would have otherwise been payable by
the Company.


 


If a Default occurs,
the Trustee may commence a proceeding for the winding-up of the Company and/or prove in a winding-up of the Company or a Qualifying Administration
for all due and payable amounts, provided that the Trustee may not, upon the occurrence of a Default, declare the principal amount of
any of the Outstanding Subordinated Debt Securities to be due and payable.


 


Failure to make
any payment in respect of this Subordinated Debt Security shall not be a Default if such payment is withheld or refused and an Opinion
of Counsel is delivered to the Trustee concluding that such sums were not paid in order to comply with any fiscal or other law or regulation
or with the order of any court of competent jurisdiction, provided, however, that the Trustee may by notice to the Company require the
Company to take such action (including but not limited to proceedings for a declaration by a court of competent jurisdiction) as the
Trustee may be advised in an Opinion of Counsel, upon which opinion the Trustee may conclusively rely, is appropriate and reasonable
in the circumstances to resolve such doubt, in which case the Company shall forthwith take and expeditiously proceed with such action
and shall be bound by any final resolution of the doubt resulting therefrom. If any such action results in a determination that the relevant
payment can be made without violating any applicable law, regulation or order then the provisions of the preceding sentence shall cease
to have effect and the payment shall become due and payable on the expiration of 14 days (in the case of payments under Section 5.03(a)
of the Indenture) or seven days (in the case of payments under Section 5.03(b) Indenture) after the Trustee gives written notice to the
Company informing it of such resolution.


 




    A-9


     


    

Subject to applicable
law, no Holder or Beneficial Owner of the Subordinated Debt Securities may exercise or claim any right of set-off, counterclaim, combination
of accounts, compensation or retention in respect of any amount owed to it by the Company arising under or in connection with the Subordinated
Debt Securities. The Holders and Beneficial Owners of Subordinated Debt Securities, by virtue of its holding of any Subordinated Debt
Securities deemed to have waived any right of set-off, counterclaim, or combination of accounts, compensation and retention with respect
to the Subordinated Debt Securities or this Subordinated Indenture (or between the obligations under or in respect of any Subordinated
Debt Securities and any liability owed by a Holder to the Company) that they might otherwise have against the Company.


 


No remedy against
the Company other than as referred to in Article 5 of the Indenture shall be available to the Trustee (on behalf of the Holders) or the
Holders, whether for the recovery of amounts owing in respect of the Subordinated Debt Securities or under the Indenture or in respect
of any breach by the Company of any of its other obligations under or in respect of the Subordinated Debt Securities or under the Subordinated
Indenture, except that the Trustee and the Holders shall have such rights and powers as they are required to have under the Trust Indenture
Act.


 


Amounts to be paid
on the Subordinated Debt Securities will be made without deduction or withholding for, or on account of, any and all present and future
income, stamp and other taxes, levies, imposts, duties, charges or fees imposed, levied, collected, withheld or assessed by or on behalf
of the United Kingdom or any political subdivision thereof or authority thereof that has the power to tax (a “U.K. Taxing Jurisdiction”),
unless such deduction or withholding is required by law. If at any time a U.K. Taxing Jurisdiction requires the Company to make such
deduction or withholding, the Company will pay additional amounts with respect to the interest only on the Subordinated Debt Securities
(“Additional Amounts”) that are necessary in order that the net amounts of interest paid to the Holders of Subordinated Debt
Securities of the particular series, after the deduction or withholding, shall equal the amounts of interest only which would have been
payable on the Subordinated Debt Securities if the deduction or withholding had not been required. However, this will not apply to any
such tax, levy, impost, duty, charge or fee which would not have been deducted or withheld but for the fact that:


 


(i) the Holder or
the Beneficial Owner of the Subordinated Debt Security is a domiciliary, national or resident of, or engaging in business or maintaining
a permanent establishment or physically present in, the U.K Taxing Jurisdiction or otherwise having some connection with the U.K. Taxing
Jurisdiction other than the holding or ownership of a Subordinated Debt Security, or the collection of any payment of, or in respect
of, principal of, or any interest or other payment on, any Subordinated Debt Security;


 


(ii) except in the
case of winding-up in the United Kingdom, the relevant Subordinated Debt Security is presented (where presentation is required) for payment
in the United Kingdom;


 


(iii) the relevant
Subordinated Debt Security is presented (where presentation is required) for payment more than 30 days after the date payment became
due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to the Additional Amounts
on presenting the same for payment at the close of that 30 day period;


 




    A-10


     


    

(iv) the Holder
or the Beneficial Owner of the relevant Subordinated Debt Security or the Beneficial Owner of any payment of or in respect of principal
of, or any interest or other payment on, the Subordinated Debt Security failed to comply with a request of the Company or its liquidator
or other authorized person addressed to the Holder (x) to provide information concerning the nationality, residence or identity of the
Holder or the Beneficial Owner or (y) to make any declaration or other similar claim to satisfy any requirement, which in the case of
(x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice of the U.K. Taxing Jurisdiction as a precondition
to exemption from all or part of the tax, levy, impost, duty, charge or fee;


 


(v) the deduction
or withholding is imposed by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections 1471-1474 of
the US Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental agreement between
the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation or other official guidance
enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement; or


 


(vi) any combination
of subclauses (i) through (v) above,


 


nor shall Additional
Amounts be paid with respect to any interest only on the Subordinated Debt Securities to any Holder who is a fiduciary or partnership
or settlor with respect to such fiduciary or a member of such partnership other than the sole Beneficial Owner of such payment to the
extent such payment would be required by the laws of any taxing jurisdiction to be included in the income for tax purposes of a beneficiary
or partner or settlor with respect to such fiduciary or a member of such partnership or a Beneficial Owner who would not have been entitled
to such Additional Amounts, had it been the Holder.


 


Whenever in the
Indenture there is mentioned, in any context, the payment of interest on, or in respect of, any Subordinated Debt Securities of any series
such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that,
in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and as
if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention
is not made. Upon request from the Trustee or a paying agent, the Company shall provide information reasonably necessary and readily
available in order to enable to the Trustee or paying agent to determine whether any withholding obligations under FATCA apply. None
of the Company, the Trustee or a paying agent shall have any liability in connection with the Company’s or Trustee’s or paying
agent’s compliance with any such withholding obligation under applicable law.


 


Subordinated Debt
Securities may not be redeemed except in accordance with provisions of applicable law, applicable provisions of the Applicable Regulations
and except as provided in the Indenture. The Subordinated Debt Securities may not be redeemed in whole or in part at the option of the
Holder thereof.


 




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Subject to the limitations
specified below, the Company may, at the option of the Company, on not less than 15 nor more than 30 days’ notice, redeem the Subordinated
Debt Securities, as a whole but not in part, at a redemption price equal to 100% of the principal amount, of the Subordinated Debt Securities
then outstanding, together with any accrued interest to (but excluding) the date fixed for redemption, if at any time the Company determines
that:


 


(i)  as
a result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political subdivision or authority therein
or thereof, having the power to tax, including any treaty to which the United Kingdom is a party, or any change in any generally published
application or interpretation of such laws, including a decision of any court or tribunal, or any change in the generally published application
or interpretation of such laws by any relevant tax authority or any generally published pronouncement by any tax authority, which change,
amendment or pronouncement (x) (subject to (y)) becomes effective on or after the date of issuance of the Subordinated Debt Securities
(the “Issue Date”), or (y) in the case of a change in law, if such change is enacted by United Kingdom Act of Parliament
or implemented by statutory instrument, on or after the Issue Date (a “Tax Law Change”), the Company has paid or will or
would on the next payment date be required to pay Additional Amounts to any Holder of the Subordinated Debt Securities; and/or


 


(ii)  a
Tax Law Change would:


 


(A)  result
in the Company not being entitled to claim a deduction in respect of any payments (or its corresponding funding costs as recognized in
its financial statements) in respect of the Subordinated Debt Securities in computing its taxation liabilities or the amount or value
of such deduction to the Company would be materially reduced;


 


(B)  prevent
the Subordinated Debt Securities from being treated as loan relationships for United Kingdom tax purposes;


 


(C)  as
a result of the Subordinated Debt Securities being in issue, result in the Company not being able to have losses or deductions set against
the profits or gains, or profits or gains offset by the losses or deductions, of companies with which it is or would otherwise be so
grouped for applicable United Kingdom tax purposes (whether under the group relief system current as of the Issue Date or any similar
system or systems having like effect as may from time to time exist);


 


(D)   result
in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax, in respect of a write-down
of the principal amount of the Subordinated Debt Securities or the conversion of the Subordinated Debt Securities into shares or other
obligations of the Company (including, pursuant to the terms and conditions of the Subordinated Debt Securities or as a result of the
exercise of any regulatory powers under the Banking Act); or


 




    A-12


     


    

(E)  result
in a Subordinated Debt Security or any part thereof being treated as a derivative or an embedded derivative for United Kingdom tax purposes,


 


(each such Tax Law Change, a “Tax
Event”); provided, however, in each case that the Company could not avoid the consequences of the Tax Event by taking
measures reasonably available to it.


 


Prior to the delivery
of any such notice of redemption, the Company shall deliver to the Trustee (i) a written legal opinion of independent United Kingdom
counsel of recognized standing (selected by the Company), in a form satisfactory to the Trustee, to the effect that a Tax Event has occurred,
and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption have occurred and that the Company
could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2) that if, and to the extent required
under Applicable Regulations, the Company has demonstrated to the satisfaction of the Relevant Regulator that the relevant change or
event is material and was not reasonably foreseeable by the Company on the Issue Date. The Trustee is entitled to conclusively rely on
and accept such opinion and Officer’s Certificate without any duty whatsoever of further inquiry and without liability to any person,
in which event such opinion and Officer’s Certificate shall be conclusive and binding on the Trustee, the Holders and the Beneficial
Owners.


 


Subject to the conditions
set out below, the Subordinated Debt Securities are redeemable, as a whole but not in part, at the option of the Company, on not less
than 15 calendar days’ nor more than 30 calendar days’ notice, at any time, at a redemption price equal to 100% of the principal
amount, together with accrued but unpaid interest, if any, in respect of Subordinated Debt Securities to, but excluding, the date fixed
for redemption if, immediately prior to the giving of the notice referred to above, a Capital Disqualification Event has occurred.


 


Prior to the giving
of any notice of redemption, the Company must deliver to the Trustee an Officer’s Certificate stating that (i) a Capital Disqualification
Event has occurred, and (ii) if, and to the extent required under Applicable Regulations, the Company has demonstrated to the satisfaction
of the Relevant Regulator that the relevant change was not reasonably foreseeable by the Company as at the Issue Date. The Trustee shall
be entitled to accept such Officer’s Certificate without any further inquiry and without liability to any person, in which event
such Officer’s Certificate shall be conclusive and binding on the Trustee and the Holders and Beneficial Owners.


 


Subject to the conditions
set out below, and to applicable law in force at the relevant time, including the Applicable Regulations, the Company may from time to
time purchase Subordinated Debt Securities in the open market or by tender or by private agreement, in any manner and at any price or
at differing prices. Subordinated Debt Securities purchased or otherwise acquired by the Company may be held, resold or at the Company’s
sole discretion, surrendered to the Trustee for cancellation (in which case all Subordinated Debt Securities so surrendered will forthwith
be cancelled in accordance with applicable law and thereafter may not be re-issued or resold).


 




    A-13


     


    

Subject to the conditions
set out below, the Subordinated Debt Securities are redeemable, as a whole but not in part, at the option of the Company, on not less
than 15 calendar days’ nor more than 30 calendar days’ notice to each Holder of Subordinated Debt Securities to be redeemed,
at any time, at a redemption price equal to 100% of the principal amount, together with accrued but unpaid interest, if any, in respect
of such series of Subordinated Debt Securities to, but excluding, the date fixed for redemption, at the option of the Company on any
date in the period commencing on (and including) August 15, 2032 and ending on (and including) the Reset Date.


 


Upon the occurrence
of a Tax Event or a Capital Disqualification Event, the Company may, subject to the conditions set out in Section 11.13 of the Indenture,
but without any requirement for the consent or approval of the Holders of the Subordinated Debt Securities, at any time (whether before,
on or following the Reset Date) either substitute all (but not some only) of the Subordinated Debt Securities for, or vary the terms
of the Subordinated Debt Securities so that they remain or, as appropriate, become, Compliant Securities, and the Trustee shall (subject
to the below) agree to such substitution or variation. Upon the expiry of such notice, the Company shall either vary the terms of or
substitute the Subordinated Debt Securities, as the case may be.


 


Prior to the giving
of any notice of substitution or variation, the Company must deliver to the Trustee an Officer’s Certificate stating that a Tax
Event or a Capital Disqualification Event, as the case may be, has occurred, setting out the details thereof, and stating that the terms
of the relevant Compliant Securities comply with the definition thereof. The Trustee shall be entitled to accept such Officer’s
Certificate without any further inquiry, in which event such Officer’s Certificate shall be conclusive and binding on the Trustee
and the Holders and Beneficial Owners of the Subordinated Debt Securities.


 


“Compliant
Securities” means securities issued directly by the Company that:


 


(a) have terms not
materially less favorable to an investor than the terms of the Subordinated Debt Securities (as reasonably determined by the Company
in consultation with an investment bank or financial adviser of international standing (which in either case is independent of the Company))
and provided that the Company has delivered an Officer’s Certificate to such effect (including as to such consultation) to the
Trustee (upon which the Trustee shall be entitled to rely without further inquiry and without liability to any person) prior to the issue
or variation of the relevant securities);


 


(b) subject to (a)
above (1) contain terms which comply with the then current requirements of the Relevant Regulator in relation to Tier 2 capital; (2)
provide for the same interest rate and Interest Payment Dates from time to time applying to the Subordinated Debt Securities; (3) rank
pari passu with the ranking of the Subordinated Debt Securities; (4) preserve any existing rights under the Indenture to any accrued
interest or other amounts which have not been either paid or canceled; and (5) preserve the obligations of the Company as to payments
of principal in respect of the Subordinated Debt Securities, including (without limitation) as to the timing and amount of such payments;


 




    A-14


     


    

(c) are (1) listed
on the New York Stock Exchange or (2) listed on such other stock exchange as is a Recognized Stock Exchange at that time as selected
by the Company; and


 


(d) where the Subordinated
Debt Securities which have been substituted or varied had a published rating (solicited by, or assigned with the cooperation of, the
Company) from a Rating Agency immediately prior to their substitution or variation, each such Rating Agency has ascribed, or announced
its intention to ascribe, an equal or higher published rating to the relevant Compliant Securities.


 


“Recognized
Stock Exchange” means a recognized stock exchange as defined in section 1005 of the U.K. Income Tax Act 2007 as the same may be
amended from time to time and any provision, statute or statutory instrument replacing the same from time to time.


 


The Subordinated
Debt Securities may be redeemed, purchased, substituted or varied by the Company prior to Maturity as provided in the foregoing paragraphs,
subject to:


 


(a) the Company
giving notice to the Relevant Regulator and the Relevant Regulator granting permission to the Company to redeem, purchase, substitute
or vary the Subordinated Debt Securities as the case may be (in each case to the extent, and in the manner, required by the relevant
Applicable Regulations);


 


(b) in respect of
any redemption of the Subordinated Debt Securities proposed to be made prior to the fifth anniversary of the Issue Date, if and to the
extent then required under the Applicable Regulations (a) in the case of an optional redemption due to a Tax Event, the Company having
demonstrated to the satisfaction of the Relevant Regulator that the relevant change or event is material and was not reasonably foreseeable
by the Company as at the Issue Date or (b) in the case of redemption following the occurrence of a Capital Disqualification Event, the
Company having demonstrated to the satisfaction of the Relevant Regulator that the relevant change (or pending change) was not reasonably
foreseeable by the Company as at the Issue Date and the Relevant Regulator considering such change to be sufficiently certain;


 


(c) if and to the
extent then required under the Applicable Regulations, either: (A) the Company having replaced the Subordinated Debt Securities with
instruments qualifying as own funds of equal or higher quality on terms that are sustainable for the income capacity of the Company;
or (B) (save in the case of sub-paragraph (d)(A) below) the Company demonstrating to the satisfaction of the Relevant Regulator that
the own funds and eligible liabilities of the Company would, following such redemption, purchase, substitution or variation, exceed its
minimum applicable capital requirements (including any applicable buffer requirements) by a margin that the Relevant Regulator considers
necessary at such time; and


 




    A-15


     


    

(d) in the case
of any purchase prior to the fifth anniversary of the Issue Date, in addition to satisfying either of the conditions specified in paragraph
(c) above, either: (A) the Company having, before or at the same time as such purchase, replaced the Subordinated Debt Securities with
own funds instruments of equal or higher quality at terms that are sustainable for the income capacity of the Company, and the Relevant
Regulator having permitted such action on the basis of the determination that it would be beneficial from a prudential point of view
and justified by exceptional circumstances; or (B) the relevant Subordinated Debt Securities being purchased for market- making purposes
in accordance with the Applicable Regulations.


 


Any refusal by the
Relevant Regulator to grant its permission as contemplated above shall not constitute a Default or an Event of Default for any purpose.
Notwithstanding the above conditions, if, at the time of any redemption, purchase, substitution or variation, the then-prevailing Applicable
Regulations permit the repayment, purchase, substitution or variation only after compliance with one or more alternative or additional
preconditions to those set out above, the Company shall comply with such other and/or, as appropriate, additional pre-condition(s).


 


If the Company elects
to redeem the Subordinated Debt Securities, the Subordinated Debt Securities will cease to accrue interest from the date of redemption,
provided the redemption price has been paid in accordance with the Indenture.


 


Upon payment of
(i) the amount of principal (and premium, if any) so declared due and payable and (ii) accrued and unpaid interest, all of the Company’s
obligations in respect of the payment of the principal of (and premium, if any), and accrued and unpaid interest on, the Subordinated
Debt Securities of this series shall terminate.


 


Notwithstanding
any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of the Subordinated Debt
Securities, by purchasing or acquiring the Subordinated Debt Securities, each Holder (including each Beneficial Owner) of the Subordinated
Debt Securities acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K.
resolution authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest
on, the Subordinated Debt Securities; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Subordinated
Debt Securities into shares or other securities or other obligations of the Company or another person (and the issue to or conferral
on the holder of such shares, securities or obligations, including by means of an amendment, modification or variation of the terms of
the Subordinated Debt Securities); and/or (iii) the amendment or alteration of the Maturity of the Subordinated Debt Securities, or amendment
of the amount of interest due on the Subordinated Debt Securities, or the dates on which interest becomes payable, including by suspending
payment for a temporary period; any U.K. bail-in power may be exercised by means of variation of the terms of the Subordinated Debt Securities
solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power.With respect to (i), (ii)
and (iii) above, references to principal and interest shall include payments of principal and interest that have become due and payable
(including principal that has become due and payable at Maturity), but which have not been paid, prior to the exercise of any U.K. bail-in
power. Each Holder and Beneficial Owner of the Subordinated Debt Securities further acknowledges and agrees that the rights of the Holders
and/or Beneficial Owners under the Subordinated Debt Securities are subject to, and will be varied, if necessary, solely to give effect
to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.


 




    A-16


     


    

For these purposes,
a “U.K. bail-in power” is any write-down, conversion, transfer, modification or suspension power existing from time to time
under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions
and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Company and the Group,
including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted in the United
Kingdom within the context ofthe U.K. resolution regime under the Banking Act, pursuant to which obligations of a bank, banking group
company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted
into shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant to
which any right in a contract governing such obligations may be deemed to have been exercised.


 


By purchasing or
acquiring the Securities, each Holder and Beneficial Owner:


 


(i)  
acknowledges and agrees that no exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the
Securities shall give rise to a Default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c)
(Duties of the Trustee in Case of Default) of the Trust Indenture Act;


 


(ii)  
to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate
a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or
abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution authority
with respect to the Securities; and


 


(iii)  
acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee
shall not be required to take any further directions from Holders or Beneficial Owners of the Securities under Section 5.12 of the Subordinated
Indenture, and (b) neither the Subordinated Indenture nor the Tenth Supplemental Indenture shall impose any duties upon the Trustee whatsoever
with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.Notwithstanding the foregoing, if,
following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Securities remain
outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal of such Securities),
then the Trustee’s duties under the Indenture shall remain applicable with respect to such Securities following such completion
to the extent that the Company and the Trustee agree pursuant to a supplemental indenture or an amendment to the Tenth Supplemental Indenture,
unless the Company and the Trustee agree in writing that a supplemental indenture is not necessary.


 




    A-17


     


    

Each Holder or Beneficial
Owner that acquires its Securities in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same
provisions specified in the Indenture to the same extent as the Holders and Beneficial Owners of the Securities that acquire the Securities
upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent
to the terms of the Securities, including in relation to the U.K. bail-in power.


 


By purchasing or
acquiring the Securities, each Holder and Beneficial Owner shall be deemed to have (i) consented to the exercise of any U.K. bail-in
power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise such power
with respect to the Securities and (ii) authorized, directed and requested DTCand any direct participant in DTC or other intermediary
through which it holds such Securities to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in
power with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holder or Beneficial
Owner or the Trustee.


 


No repayment of
the principal amount of the Securities or payment of interest on the Securities shall become due and payable after the exercise of any
U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is scheduled
to become due, such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom
applicable to the Company and the Group.


 


Neither a reduction
or cancellation, in part or in full, of the principal amount of, or interest on, the Securities or the conversion thereof into another
security or obligation of the Company or another person, as a result of the exercise of the U.K. bail-in power by the relevant U.K. resolution
authority with respect to the Company, nor the exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect
to the Securities will be a Default or an Event of Default for any purpose.


 


Upon the exercise
of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Debt Securities, the Company shall
provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying Holders
and Beneficial Owners of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes.Any
delay or failure by the Company in delivering the notices referred to in this paragraph shall not affect the validity and enforceability
of the U.K. bail-in power.


 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company
and the rights of the Holders of the Subordinated Debt Securities to be affected thereby by the Company and the Trustee with the consent
of the Holders of not less than two-thirds in principal amount of the Subordinated Debt Securities at the time outstanding.


 




    A-18


     


    

The Indenture also
contains provisions permitting the Holders of a majority in aggregate principal amount of the Outstanding Subordinated Debt Securities,
on behalf of the Holders of all Subordinated Debt Securities, to waive compliance by the Company with certain provisions of the Indenture
and certain past defaults under the Indenture and their consequences.Any such consent or waiver by the Holder of this Subordinated
Debt Security shall be conclusive and binding upon such Holder and upon all future Holders of this Subordinated Debt Security and of
any Subordinated Debt Security issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Subordinated Debt Security.


 


No reference herein
to the Indenture and no provision of this Subordinated Debt Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay, if and when due and payable, the principal of (and premium, if any) and interest
on, this Subordinated Debt Security at the times, place and rate, and in the coin or currency, herein prescribed.


 


As set forth in,
and subject to, the provisions of the Indenture, no Holder of any Subordinated Debt Security of this series shall have any right to institute
any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless such holder fulfills the requirements of Section 5.07 under the Indenture.


 


No reference herein
to the Indenture and no provision of this Subordinated Debt Security or of the Indenture shall alter or impair the right of the Holder
of this Subordinated Debt Security, which is absolute and unconditional, to receive payment of the principal of (and premium, if any)
and interest, if any, on, this Subordinated Debt Security when due and payable in accordance with the provisions of this Subordinated
Debt Security and the Indenture.


 


The Subordinated
Indenture, the Tenth Supplemental Indenture and the Subordinated Debt Securities are governed by, and construed in accordance with, the
laws of the State of New York, except for the subordination and waiver of set-off provisions relating to the Subordinated Debt Securities,
which are governed by, and construed in accordance with, the laws of Scotland.


 


Unless otherwise
defined herein, all terms used in this Subordinated Debt Security which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.


 




    A-19