Exhibit 4.3


 





FORM OF 2021 SENIOR FLOATING RATE 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.
53944YAG8

ISIN No. US53944YAG89

Common Code: 181624639


 


LLOYDS BANKING GROUP plc


 


$500,000,000 SENIOR FLOATING RATE NOTE DUE
2021


 


	No. [1]	$500,000,000


 


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 $500,000,000 (five hundred million dollars) on June 21, 2021
(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 quarterly in arrears on March 21, June 21, September 21 and December 21, commencing on September 21,
2018, and ending on June 21, 2021 (each, an “Interest Payment Date”). Interest so payable on any Interest Payment Date
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 any 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 any 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.


 


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.


 


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 and interest shall continue to accrue.


 


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 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,


 




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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]


 




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










 


Dated: June 21, 2018


 


	 	LLOYDS BANKING GROUP PLC
	 	 
	 	 
	 	 
	 	Name:
	 	Title: 


 


 


 


 


 


[2021 Senior Floating Rate 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: June 21, 2018


 


	 	
        THE BANK OF NEW YORK MELLON, 

        LONDON BRANCH, as Trustee

         

	 	 
	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


 


 


 


 


 


[2021 Senior Floating Rate 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, London Branch as trustee (herein called the “Trustee,” which term
includes any successor trustee under the Senior Indenture) as supplemented by the Sixth Supplemental Indenture, dated as of June
21, 2018, among the Company and the Trustee (the “Sixth 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 $500,000,000. 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
unsecured and unsubordinated obligations of the Company, as described herein, and will rank pari passu without any preference
among themselves.


 


The interest rate for the Senior Notes for
the first Interest Period (as defined below) will be LIBOR (as defined below) as determined on June 19, 2018 plus the Spread. The
interest rate for each subsequent Interest Period will be LIBOR as determined on the applicable interest determination date (as
defined below) plus the Spread, in each case calculated on the basis of a 360-day year and the actual number of days elapsed. The
Spread is 80 basis points.


 


The initial Interest Payment Date (as defined
below) will fall on September 21, 2018. Thereafter, interest on the Senior Notes will be paid quarterly in arrears on March 21,
June 21, September 21 and December 21, of each year, commencing on September 21, 2018, and ending on June 21, 2021 (each, an “Interest
Payment Date”). Interest so payable on any Interest Payment Date 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 (each a “Regular Record Date”).
However, if an Interest Payment Date would fall on a day that is not a Business Day, as defined in the Indenture, other than the
interest payment date that is also the date of maturity, the Interest Payment Date


 




    6 


     


    

will be postponed to the next succeeding day
that is a Business Day and interest thereon will continue to accrue, except that if the Business Day falls in the next succeeding
calendar month, the applicable Interest Payment Date will be the immediately preceding Business Day. In each such case, except
for the Interest Payment Date falling on the maturity date, the Interest Periods and the Interest Reset Dates (as defined below)
will be adjusted accordingly to calculate the amount of interest payable on the Senior Notes.


 


The interest rate will be reset on each
Interest Payment Date (together with the initial interest reset date, each an “Interest Reset Date”). However, if any
Interest Reset Date would otherwise be a day that is not a Business Day, that Interest Reset Date will be postponed to the next
succeeding day that is a Business Day, except that if the Business Day falls in the next succeeding calendar month, the applicable
Interest Reset Date will be the immediately preceding Business Day.


 


Interest will be paid on the Senior Notes
to Holders of record of each Senior Note in respect of the principal amount thereof as at the 15th calendar day prior to the relevant
Interest Payment Date.


 


The first interest period will begin on
and include June 21, 2018 and will end on and exclude September 21, 2018. Thereafter, the interest period will be the periods from
and including an Interest Payment Date to but excluding the immediately succeeding Interest Payment Date (together with the first
interest period, each an “Interest Period”). However, the final Interest Period will be the period from and including
the Interest Payment Date immediately preceding the Maturity Date to but excluding the Maturity Date.


 


The Calculation Agent will determine LIBOR
(as defined below) for each Interest Period on the second London Banking Day (as defined below) prior to the first day of such
Interest Period (an “interest determination date”).


 


“LIBOR”, with respect to an
Interest Period, shall be the offered rate (expressed as a percentage per annum) for deposits of U.S. dollars having a maturity
of three months that appears on the Designated LIBOR Page (as defined below) as of 11:00 a.m., London time.


 


If no rate appears on the Designated LIBOR
Page, LIBOR will be determined for such interest determination date on the basis of the rates at approximately 11:00 a.m., London
time, on such interest determination date at which deposits in U.S. dollars are offered to prime banks in the London inter-bank
market by four major banks in such market selected by the Company, for a term of three months and in a Representative Amount. The
Company will request that the principal London office of each of such banks provide a quotation of its rate. If at least two such
quotations are provided, LIBOR for such Interest Period will be the arithmetic mean of such quotations. If fewer than two such
quotations are provided, LIBOR for such Interest Period will be the arithmetic mean of the rates quoted at approximately 11:00
a.m. in the City of New York on such interest determination date by three major banks in New York City, selected by the Company,
for loans in U.S. dollars to leading European banks, for a term of three months and in a


 




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Representative Amount. If at least two such
quotations are provided, LIBOR for such Interest Period will be the arithmetic mean of such quotations. If fewer than two quotations
are provided (including if no published LIBOR is available and banks are unable or unwilling to provide quotations for the calculation
of LIBOR), then the applicable interest rate for such Interest Period will be the rate of interest applicable during the preceding
Interest Period.


 


A “London Banking Day” means
any day in which dealings in United States dollars are transacted or, with respect to any future date, are expected to be transacted
in the London interbank market.


 


“Designated LIBOR Page” means
the Reuters Screen LIBOR01 display page, or any successor page, on Reuters or any successor service (or any such other service(s)
as may be nominated by ICE Benchmark Administration Limited (“IBA”) or its successor or such other entity assuming
the responsibility of IBA or its successor in calculating the London interbank offered rate in the event IBA or its successor no
longer does so for the purpose of displaying London interbank offered rates for U.S. dollar deposits).


 


“Representative Amount” means
an amount that in the Company’s judgment is representative for a single transaction in U.S. dollars in such market at such
time.


 


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


 


All percentages resulting from any of the
above calculations will 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 will be rounded to the nearest cent (with one-half cent being rounded upwards).


 


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


 


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


 




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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 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 any 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,


 




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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
the 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,


 


(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 withholding or deduction is required
to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income, or any directive amending, supplementing
or replacing such directive, or any law implementing or complying with, or introduced in order to conform to, such directive or
directives,


 


(vi) the Senior Note is presented (where
presentation is required) for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction
by presenting the Senior Note to another paying agent,


 




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(vii) 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
in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement; or


 


(viii) any combination of clauses (i) through
(vii) above,


 


nor shall Additional Amounts be paid with respect to the principal
of, or any interest or other payments on, the Senior Note 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.


 


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


 


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 21, 2018:


 


(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 any 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


 




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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 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.


 


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 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


 




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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 Securities:


 


(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;


 


(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 Sixth 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 Sixth 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.


 




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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.


 


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 of each series 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 of
each series, 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 any Senior Note of this series 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


 




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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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