EXHIBIT
4.3


 


FORM
OF 2023 SENIOR CALLABLE FIXED-TO-FIXED RATE SENIOR GLOBAL NOTE


 


THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR
IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.


 


CUSIP
No. 53944YAM5

ISIN No. US53944YAM57

Common Code: 218990568 


 


LLOYDS BANKING
GROUP plc


 


1.326% SENIOR
CALLABLE FIXED-TO-FIXED RATE NOTE DUE 2023


 


	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 $[·]
([·] dollars) on June 15, 2023 (the “Maturity Date”) or on such earlier
date as the principal hereof may become due in accordance with the terms hereof and to pay interest thereon (i) from, and including,
the date of issuance hereof to, but excluding, June 15, 2022, semi-annually in arrears on the Initial Fixed Rate Interest Payment
Dates (as defined on the reverse hereof) and (ii) from, and including, June 15, 2022 to, but excluding, June 15, 2023, semi-annually
in arrears on the Reset Rate Interest Payment Dates (as defined in the reverse hereof). Interest so payable on any Interest Payment
Date (as defined on the reverse hereof) shall be paid to the Holder in whose name this Senior Note is registered on the 15th
calendar day immediately preceding the relevant Interest Payment Date, whether or not such day is a Business Day, as defined
in the Indenture (each a “Regular Record Date”). If (i) the Company fails to pay any installment of interest on this
Senior Note on or before its Interest Payment Date and such failure continues for 14 days or (ii) the Company fails to pay all
or any part of the principal of this Senior Note 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, provided that the Trustee may not, upon the occurrence
of a


 




     


     


    

Default, declare the principal
amount of any of the Outstanding Senior Notes to be due and payable.


 


As set forth
on the reverse hereof, interest shall accrue on this Senior Note from day to day from the date of issuance hereof until the principal
amount hereof is paid or made available for payment.


 


Payments
of interest on this Senior Note shall be computed on the basis of a 360-day year divided into twelve months of 30 days each and,
in the case of an incomplete month, the actual number of days elapsed in such period.


 


Payment of
the principal amount of (and premium, if any) and any interest on, this Senior Note will be made in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and private debts. Such payment shall
be made to the Holder including through a Paying Agent of the Company outside the United Kingdom for collection by the Holder.
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 Senior Note 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 Senior Note is registered as the owner of such Senior Note for the purpose of
receiving payment of principal and interest, if any, on such Senior Note and for all other purposes whatsoever, whether or not
such Senior Note 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 Senior Note 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 signature, this
Senior Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


Notwithstanding
any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of this Senior Note,
by purchasing or acquiring this Senior Note, each Holder (including each Beneficial Owner) of this Senior Note acknowledges, accepts,
agrees to be bound by and consents to the exercise of any U.K. bail-in power (as defined below) 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,
this Senior Note; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, this Senior Note into
shares or other securities or other obligations of the Company or another person; and/or (iii) the amendment or alteration of
the maturity of this Senior Note, or amendment of the amount of interest due on this


 




    2 


     


    

Senior Note,
or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power
may be exercised by means of variation of the terms of this Senior Note solely to give effect to the exercise by the relevant
U.K. resolution authority of such U.K. bail-in power. Each Holder and Beneficial Owner of this Senior Note further acknowledges
and agrees that the rights of the Holders and/or Beneficial Owners under this Senior Note 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 within the context of a European Union directive or regulation of the European Parliament and of the Council
establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context
of a U.K. resolution regime under the U.K. 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), pursuant to which any
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.
A reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in
power.


 


[The rest
of this page is intentionally left blank]


 




    3 


     


    

IN WITNESS
WHEREOF, the Company has caused this Senior Note to be duly executed.









 


Dated:


 


	 	LLOYDS BANKING GROUP PLC
	 	 	 
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:   



 


 


 


[Global
Note Signature Page] 




    4 


     


    

CERTIFICATE
OF AUTHENTICATION


 


This is one
of the Senior Notes of the series designated herein referred to in the within-mentioned Indenture.


 


Dated:


 









	 	THE BANK OF NEW YORK
MELLON,





LONDON BRANCH, as Trustee


	 	 
	 	 
	 	 By:	
	 	 	Authorized Signatory



 







 





 


[Global
Note Signature Page] 




    5 


     


    

[REVERSE
OF SECURITY]


 


This Senior
Note is one of a duly authorized issue of securities of the Company (herein called the “Senior Notes”) issued and
to be issued in one or more series under a Senior Debt Securities Indenture, dated as of July 6, 2010 (herein called the “Senior
Indenture”), among the Company, as issuer, and The Bank of New York Mellon, acting through its London Branch as trustee
(herein called the “Trustee,” which term includes any successor trustee under the Senior Indenture), as supplemented
by the Twelfth Supplemental Indenture dated as of June 15, 2020, among the Company and the Trustee (the “Twelfth Supplemental
Indenture”, and, together with the Senior 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 Senior Notes and of the terms upon which the Senior Notes are, and
are to be, authenticated and delivered.


 


This Senior
Note is one of the series designated on the face hereof, initially limited in aggregate principal amount to $1,000,000,000. The
Company may, without the consent of the Holders of the Senior Notes, issue additional notes having the same ranking and interest
rate, maturity date, redemption terms and other terms as the Senior Notes except for the price to the public, issue date and first
interest payment date, provided that such additional notes must be fungible with the outstanding Senior Notes for U.S. federal
income tax purposes. Any such Senior Notes, together with this Senior Note, will constitute a single series of securities under
the Indenture. The Senior Notes will initially be issued in the form of one or more global Senior Notes (each, a “Global
Senior Note”). Except as provided in the Indenture, a Global Senior Note shall not be exchangeable for one or more definitive
Senior Notes.


 


The Senior
Notes of this series will constitute direct, unconditional, unsecured and unsubordinated obligations of the Company, as described
herein, and will rank pari passu and without any preference among themselves and at least pari passu with all of
the Company’s other outstanding unsecured and unsubordinated obligations, present and future subject to such exceptions
as may be provided by mandatory provisions of applicable law.


 


During the
period from, and including, June 15, 2020 to, but excluding, June 15, 2022 (the “Initial Fixed Rate Period”), interest
shall accrue from the Issue Date at a fixed rate of 1.326% per annum. Interest accrued during the Initial Fixed Rate Period shall
be payable semi-annually in arrears on June 15 and December 15 of each year (each, a “Fixed Rate Interest Payment Date”),
commencing on December 15, 2020.


 


During the
period from, and including, June 15, 2022 to, but excluding, June 15, 2023 (the “Reset Fixed Rate Period”), interest
shall accrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation
Agent (as defined below) on the Reset Determination Date (as defined below), plus 110.0 basis points. Interest accrued
on the Senior Notes during the Reset Fixed Rate Period will be payable semi-annually in arrears on December 15, 2022 and June
15, 2023 (each a


 




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“Reset Rate Interest Payment
Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”).


 


Interest
during the Initial Fixed Rate Period shall be calculated on the basis of a 360-day year divided into twelve months of 30 days
each and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled
Fixed Rate Interest Payment Date is not a Business Day, the Company shall pay interest on the next Business Day, but interest
on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date.


 


Interest
during the Reset Fixed Rate Period shall 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. The interest rate during
the Reset Fixed Rate Period will be reset on the Reset Determination Date. If any scheduled Reset Rate Interest Payment Date is
not a Business Day, interest will be paid on the next Business Day, but interest on that payment will not accrue during the period
from and after such scheduled Reset Rate Interest Payment Date.


 


The U.S.
Treasury Rate shall be determined by The Bank of New York Mellon, London Branch as calculation agent (the “Calculation
Agent”).


 


“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 for one-year maturities 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.


 


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 Fixed Rate Period, the U.S. Treasury security or securities selected
by the Company with a maturity


 




    7 


     


    

date on or
about the last day of the Reset Fixed Rate 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 (calculated on the Reset Determination Date preceding the Reset 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,
the arithmetic average of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations are received,
then such Reference Treasury Dealer Quotations as quoted in writing to the Calculation Agent by a Reference Treasury Dealer.


 


“Reference
Treasury Dealer” means each of up to five banks selected by the Company (following, where practicable, consultation
with the Calculation Agent), or if the affiliates of such banks, which are (i) primary U.S. Treasury securities dealers, and their
respective successors, or (ii) market makers in pricing 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 arithmetic
average, as determined by the Calculation Agent, of the bid and offered prices 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.


 


“Reset
Determination Date” means the second Business Day immediately preceding the Reset Date.


 


All calculations
of the Calculation Agent, in the absence of manifest error, shall be conclusive for all purposes and binding on the Company, the
Trustee, the Paying Agent and on the Holders of the Senior Notes.


 


All percentages
resulting from any of the above calculations shall be rounded, if necessary, to the nearest one hundred thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655%
(or .0987655)) and all dollar amounts used in or resulting from such calculations shall be rounded to the nearest cent (with one-half
cent being rounded upwards).


 


The interest
rate on the Senior Notes during the Reset Fixed Rate Period will in no event be higher than the maximum rate permitted by law
or lower than 0% per annum.


 


By its acquisition
of Senior Notes or an interest therein, each holder and beneficial owner of Senior Notes and each subsequent holder and beneficial
owner waives any and all claims in law and/or equity against the Trustee, the Calculation Agent or any paying agent for, agrees
not to initiate a suit against the Trustee, the Calculation Agent and any paying agent in respect of, and agrees that none of
the Trustee, the


 




    8 


     


    

Calculation Agent or any paying
agent will be liable for, any action that the Trustee, the Calculation Agent or any paying agent, as the case may be, takes, or
abstains from taking, in each case in accordance with this section or any losses suffered in connection therewith.


 


Subject to
Section 11.11 of the Twelfth Supplemental Indenture and on at least 5 Business Days but no more than 30 Business Days’ prior
written notice delivered to the Holders of the Senior Notes, the Company may in its sole discretion (but subject to, if and to
the extent then required by the Relevant Regulator or the Loss Absorption Regulations, our giving notice to the Relevant Regulator
and the Relevant Regulator granting us permission) redeem, the Senior Notes, in whole, but not in part, on June 15, 2022 at a
redemption price equal to 100% of the principal amount of the Senior Notes being redeemed plus any accrued and unpaid interest
thereon, if any, to, but excluding, the date of redemption.


 


If an Event
of Default with respect to the Senior Notes of this series shall have occurred and be continuing, the Trustee or the Holder or
Holders of not less than 25% in aggregate principal amount of the Outstanding Senior Notes of this series may declare the principal
amount of, and any accrued interest on, all the Senior Notes to be due and payable immediately, in the manner, with the effect
and subject to the conditions provided in the Indenture.


 


Except as
otherwise provided in Article 5 of the Senior Indenture, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of Holders of Senior Notes 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 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 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 Senior Notes
prior to any date on which the principal of, or any interest on, the Senior Notes 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, provided
that the Trustee may not, upon the occurrence of a Default, declare the principal amount of any of the Outstanding Senior Notes
to be due and payable.


 


Failure to
make any payment in respect of this Senior Note 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


 




    9 


     


    

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 Senior Indenture) or seven days (in the case of payments under Section 5.03(b) of the Senior Indenture)
after the Trustee gives written notice to the Company informing it of such resolution.


 


Subject to
applicable law, no Holder 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 Senior Notes. The Holders of Senior
Notes by their acceptance thereof will be deemed to have waived any right of set-off, counterclaim, combination of accounts, compensation
and retention with respect to the Senior Notes or the Senior Indenture (or between the obligations under or in respect of the
Senior Notes 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 Senior Indenture shall be available to the Trustee or the Holders,
whether for the recovery of amounts owing in respect of the Senior Notes 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 Senior Notes or under the Senior 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 Senior Notes of this Series 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, levied, collected, withheld or assessed by
or on behalf of the United Kingdom or any political subdivision or authority thereof or therein having the power to tax (the “Taxing
Jurisdiction”), unless such deduction or withholding is required by law. If at any time a Taxing Jurisdiction requires the
Company to make such deduction or withholding, the Company will pay additional amounts with respect to the principal of, and interest
and any other payments on, the Senior Notes of this series (“Additional Amounts”) that are necessary in order that
the net amounts paid to the Holders, after the deduction or withholding, shall equal the amounts which would have been payable
on the Senior Notes 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 a Senior Note is a domiciliary, national or resident of, or engaging in business or maintaining a permanent
establishment or is physically present in, the Taxing Jurisdiction or otherwise has some connection with the Taxing Jurisdiction
other than the holding or ownership of a Senior Note, or the collection of any payment of (or in respect of) principal of, or
interest or other payments on, any Senior Note,


 




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(ii) except
in the case of winding-up in the United Kingdom, the relevant Senior Note is presented (where presentation is required) for payment
in the United Kingdom,


 


(iii) the
relevant Senior Note 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 Senior Note or the Beneficial Owner of any payment of (or in respect of) principal
of, or interest or other payments on, the Senior Note 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 such 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 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 U.S. 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 or issued in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement;
or


 


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


 


nor shall Additional Amounts
be paid with respect to the principal of, or any interest or other payments on, the Senior Notes to any Holder who is a fiduciary
or partnership or any person 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. With respect to any deduction or withholding made by any of the Company, the Trustee, the Paying
Agent or another withholding agent from any amount payable on, or in respect of, the Senior Notes in the events described in clauses
(i) through (vi) above, the amounts so deducted or withheld shall be treated as having been paid to the holder of the Senior Notes,
and no additional amounts will be paid on account of any such deduction or withholding. None of the Company, the Trustee, the
Paying Agent or another withholding agent shall have any liability in connection with their compliance with any such withholding
obligation under applicable law.


 


References
herein to the payment of the principal of or interest or other payments on the Senior Notes shall be deemed to include mention
of the payment of Additional


 




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Amounts provided
for in the foregoing paragraph to the extent that, in such context, Additional Amounts are, were or would be payable under the
foregoing provisions.


 


In addition
to the Company’s right to redeem the Senior Notes on June 15, 2022, the Senior Notes of this series are redeemable, as a
whole but not in part, at the option of the Company (subject to, if and to the extent required by the Relevant Regulator or the
Loss Absorption Regulations, the Company giving notice to the Relevant Regulator and the Relevant Regulator granting the Company
permission), on not less than 30 nor more than 60 days’ notice, on any Payment Date, at a redemption price equal to 100%
of the principal amount, together with accrued but unpaid interest, in respect of the Senior Notes to the date fixed for redemption,
if, at any time, the Company shall determine that as a result of a change in or amendment to the laws or regulations of the Taxing
Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party), or any change in the application or interpretation
of such laws or regulations (including a decision of any court or tribunal) which change or amendment becomes effective on or
after June 15, 2020:


 


(a) in making
payment under the Senior Notes the Company has or will or would on the next Payment Date become obligated to pay Additional Amounts;


 


(b) the payment
of interest on the next Payment Date in respect of the Senior Notes would be treated as a “distribution” within the
meaning of Chapter 2 of Part 23 of the Corporation Tax Act 2010 of the United Kingdom (or any statutory modification or re-enactment
thereof for the time being); or


 


(c) on the
next Payment Date the Company would not be entitled to claim a deduction in respect of such payment of interest in computing its
United Kingdom taxation liabilities (or the value of such deduction to the Company would be materially reduced).


 


In any case
where the Company shall determine that, in accordance with Section 11.08 of the Senior Indenture, it is entitled to redeem the
Senior Notes of this series, the Company shall be required to deliver to the Trustee prior to the giving of any notice of redemption
(i) a written legal opinion of independent United Kingdom counsel of recognized standing (selected by the Company) in a form satisfactory
to the Trustee confirming that the relevant change or amendment has occurred and that the Company is entitled to exercise its
right of redemption and (ii) an Officer’s Certificate, evidencing compliance with such provisions and stating that it is
entitled to redeem the Senior Notes pursuant to the terms of the Senior Notes.


 


The Company
may, at the Company’s option (but subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption
Regulations, the Company giving notice to the Relevant Regulator and the Relevant Regulator granting the Company permission),
having given not less than 30 nor more than 60 days’ notice to holders, redeem all but not some only of the Senior Notes
outstanding at any time at 100% of their principal amount together with any accrued but unpaid interest to the date of redemption,
if immediately prior to the giving of the notice referred to above, the


 




    12 


     


    

Company satisfies
the Trustee that a Loss Absorption Disqualification Event has occurred. Any redemption or purchase of Senior Notes (other than
redemption on the relevant maturity date), and any modification to the terms of the Senior Notes or any indenture relating thereto,
is subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption Regulations, the Company giving
notice to the Relevant Regulator and the Relevant Regulator granting the Company permission therefor and otherwise to compliance
with the Loss Absorption Regulations if and to the extent then required thereunder.


 


If the Company
elects to redeem the Senior Notes of this series, the Senior Notes 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 Senior Notes of this series shall terminate.


 


Notwithstanding
any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of this Senior Note,
by purchasing or acquiring this Senior Note, each Holder (including each Beneficial Owner) of this Senior Note 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 Senior Notes;
(ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into shares or other securities
or other obligations of the Company or another person; and/or (iii) the amendment or alteration of the maturity of the Senior
Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including
by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of variation of the terms of
the Senior Notes solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. Each
Holder and Beneficial Owner of the Senior Notes further acknowledges and agrees that the rights of the Holders and/or Beneficial
Owners under the Senior Notes 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.


 


By purchasing
or acquiring the Senior Notes, each Holder and Beneficial Owner of the Senior Notes:


 


(i)
acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the
Senior Notes shall not 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;


 




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(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 Senior Notes; 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 of the Senior Notes under Section 5.12 of the Senior Indenture,
and (b) neither the Senior Indenture nor the Twelfth 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 Senior
Notes 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 the Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes
following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an
amendment to the Twelfth Supplemental Indenture.


 


By purchasing
or acquiring the Senior Notes, each Holder and Beneficial Owner that acquires its Senior Notes in the secondary market shall be
deemed to acknowledge and 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 Senior Notes that acquire the Senior Notes 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 Senior Notes
related to the U.K. bail-in power.


 


By purchasing
or acquiring the Senior Notes, 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 Senior Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC
or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement
the exercise of any U.K. bail-in power with respect to the Senior Notes 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 Senior Notes or payment of interest on the Senior Notes 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 and the European Union applicable to the Company and the Group.


 




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Upon the
exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes, 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 of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes.


 


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 Senior Notes to be affected thereby by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of the Senior Notes at the time outstanding of each such
series. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the outstanding
Senior Notes, on behalf of the Holders of all Senior Notes of such series, 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 Senior Note shall be conclusive and binding upon such Holder and upon all future Holders of this Senior Note and of any
Senior Note issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this
Senior Note.


 


No reference
herein to the Indenture and no provision of this Senior Note 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 Senior Note 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 the Senior Notes will have the right to institute any proceeding
with respect to the Indenture, this Senior Note or any remedy thereunder; provided, however, that such limitations do not
apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal or interest as and when the same
shall have become due and payable in accordance with the terms hereof and the Indenture.


 


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


 


This Senior
Note will be governed by the laws of the State of New York.


 


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


 




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