Exhibit 4.4


 





FORM OF 2028 SENIOR FIXED-TO-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. 539439 AQ2

ISIN No. US539439AQ24

Common Code: 171530342


 


LLOYDS BANKING GROUP plc


 


3.574% SENIOR CALLABLE FIXED-TO-FLOATING
RATE NOTE DUE 2028


 


	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 November 7, 2028 (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, November 7, 2027, semi-annually in arrears on the Fixed Rate Interest Payment Dates (as defined on the reverse
hereof) and (ii) from, and including, November 7, 2027 to, but excluding, November 7, 2028, quarterly in arrears on the Floating
Rate Interest Payment Dates (as defined on 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 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.


 




    1 


     


    

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 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 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.


 




    2 


     


    

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: November 7, 2017


 


	 	LLOYDS BANKING GROUP PLC
	 	 

                     

	 	Name:	Peter Green
	 	Title:	Head of Public Senior Funding & Covered Bonds, Capital Markets Issuance



 


 


 


 


 


 


 


 


 


 

[2028 Senior Fixed-to-Floating Rate Global
Note No. [1] 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: November 7, 2017


 


	 	THE BANK OF NEW YORK MELLON,
	 	as Trustee

                     

                     

                     

	 	By:	
	 		Authorized Signatory



 


 


 


 


 


 


 

[2028 Senior Fixed-to-Floating Rate Global
Note No. [1] 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, as trustee (herein called the “Trustee,” which term
includes any successor trustee under the Senior Indenture), as supplemented by the Third Supplemental Indenture dated as of November
7, 2017, among the Company and the Trustee (the “Third 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 $1,750,000,000. 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.


 


During the period from,
and including, November 7, 2017 to, but excluding, November 7, 2027 (the “Fixed Rate Period”), interest shall accrue
from the Issue Date at a fixed rate of 3.574% per annum. Interest accrued during the Fixed Rate Period shall be payable semi-annually
in arrears on May 7 and November 7 of each year (each, a “Fixed Rate Interest Payment Date”), commencing on May 7,
2018.


 


During the period from,
and including, November 7, 2027 to, but excluding, November 7, 2028 (the “Floating Rate Period”), interest shall accrue
at a floating annual rate (the “Floating Interest Rate”) equal to LIBOR on the applicable Interest Determination Date
plus the Spread. The “Spread” is 120.5 basis points. Interest accrued during the Floating Rate Period shall
be payable quarterly in arrears on February 7, 2028, May 7, 2028, August 7, 2028 and November 7, 2028 (each, a “Floating
Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”).


 




    6 


     


    

Interest during the
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
Floating Rate Period shall be calculated on the basis of a 360-day year and the actual number of days elapsed. The Floating Interest
Rate shall be reset on each Floating Rate Interest Payment Date (each, an “Interest Reset Date”). If any scheduled
Floating Rate Interest Payment Date (other than the Maturity Date) is not a Business Day, such Floating Rate Interest Payment Date
shall be postponed to the next succeeding Business Day and interest thereon shall continue to accrue, except that if the Business
Day falls in the next succeeding calendar month, such Floating Rate Interest Payment Date shall be the immediately preceding Business
Day. In each such case, except for the Floating Rate Interest Payment Date falling on the Maturity Date, the Floating Rate Interest
Periods and the Interest Reset Dates shall be adjusted accordingly to calculate the amount of interest payable on the Senior Notes.


 


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 shall not accrue during the period from and after the scheduled Maturity Date or date
of redemption or repayment.


 


The first interest
period shall begin on, and include, the last Fixed Rate Interest Payment Date to, but exclude, the First Floating Interest Payment
Date. Each subsequent interest period shall begin on, and include, a Floating Interest Payment Date to, but exclude, the immediately
succeeding Floating Interest Payment Date (together with the first interest period, each a “Floating Rate Interest Period”)
except that the final Floating Rate Interest Period shall end on, but exclude, the Maturity Date.


 


The Calculation Agent
shall determine LIBOR for each Floating Rate Interest Period on the second London Banking Day prior to the first day of such Floating
Rate Interest Period (an “Interest Determination Date”).


 


“LIBOR,”
with respect to a Floating Rate 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 of 11:00 a.m., London time.


 


If no rate appears
on the Designated LIBOR Page, LIBOR shall 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 Calculation Agent, after consultation with the Company,
for a term of three months and in a Representative Amount. The Calculation Agent shall 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 Floating Rate
Interest


 




    7 


     


    

Period shall be the arithmetic mean of
such quotations. If fewer than two such quotations are provided, LIBOR for such Floating Rate Interest Period shall 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 Calculation Agent, after consultation with the Company, for loans in U.S. dollars to leading
European banks, for a term of three months and in a Representative Amount. If at least two such quotations are provided, LIBOR
for such Floating Rate Interest Period shall 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 floating rate 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 judgment of the Calculation Agent 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, shall 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 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 Floating Interest
Rate on the Senior Notes shall in no event be higher than the maximum rate permitted by law or lower than 0% per annum.


 


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


 




    8 


     


    

in part, on November 7, 2027 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 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.


 




    9 


     


    

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, 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,


 




    10 


     


    

(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,


 


(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.


 


In addition to the
Company’s right to redeem the Senior Notes on November 7, 2027, the Senior Notes of this series are redeemable, as a whole
but not in part, at the option of the Company, 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


 




    11 


     


    

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 November 7, 2017:


 


(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
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, our giving notice to the Relevant Regulator and the Relevant Regulator granting us 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, our giving notice to the Relevant Regulator and the Relevant Regulator granting us
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.


 




    12 


     


    

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 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 Third 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


 




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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 Third 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.


 


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


 




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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 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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