Exhibit 4.2


 







 



 


NATWEST GROUP
PLC


 


as Company


 


and


 


THE BANK OF NEW
YORK MELLON, ACTING THROUGH ITS LONDON BRANCH


 


as Trustee


 







 



  


EIGHTH SUPPLEMENTAL
INDENTURE


 


dated as of June
14, 2021


 


to the


 


AMENDED AND RESTATED
INDENTURE


 


dated as of December
13, 2017


 


and the


 


SEVENTH SUPPLEMENTAL
INDENTURE


 


dated as of August
19, 2020


 


in
respect of


 


$1,500,000,000
1.642% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2027



 


 





 






 


 






     


     


    

This EIGHTH SUPPLEMENTAL
INDENTURE, dated as of June 14, 2021, among NATWEST GROUP PLC, a corporation incorporated in Scotland with registered number SC045551,
as issuer (the “Company”) and THE BANK OF NEW YORK MELLON, acting through its London Branch, a banking corporation
duly organized and existing under the laws of the State of New York, as trustee (the “Trustee”) having its Corporate
Trust Office at One Canada Square, London E14 5AL.


 


WITNESSETH:


 


WHEREAS, the Company
and the Trustee have executed and delivered an amended and restated Indenture dated as of December 13, 2017, as amended and supplemented
by the Seventh Supplemental Indenture dated as of August 19, 2020 (the “Base Indenture”) to provide for the issuance
of the Company’s Senior Debt Securities from time to time;


 


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


 


WHEREAS, the Company
desires to issue, as a single series of Senior Debt Securities under the Base Indenture, $1,500,000,000 1.642% Senior Callable Fixed-to-Fixed
Reset Rate Notes due 2027 (the “Senior Notes”) to be issued pursuant to this Eighth Supplemental Indenture dated as
of June 14, 2021 (the “Eighth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”);


 


WHEREAS, this Eighth
Supplemental Indenture shall amend and supplement the Base Indenture except where this Eighth Supplemental Indenture only applies to
the Senior Notes; to the extent that the terms of the Base Indenture are inconsistent with the provisions of this Eighth Supplemental
Indenture, the terms of this Eighth Supplemental Indenture shall govern;


 


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


 


WHEREAS, the entry
into of this Eighth Supplemental Indenture has been authorized pursuant to a Board Resolution as required by Section 9.01 of the Base
Indenture;


 




    2 


     


    

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


 


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


 


Article
1

DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


(e)       
for purposes of this Eighth Supplemental Indenture and the Base Indenture, the term “series” shall mean the
series of securities designated as the Senior Notes.


 


Article
2

THE SENIOR DEBT SECURITIES


 


Section 2.01.         
Terms of the Senior Notes. The following terms relating to the Senior Notes are hereby established pursuant to Section
3.01 of the Base Indenture:


 


(a)       
The title of the Senior Notes shall be the “1,500,000,000 1.642% Senior Callable Fixed-to-Fixed Reset Rate Notes due 2027”;


 


(b)       
The aggregate principal amount of the Senior Notes that may be authenticated and delivered under the Indenture shall not initially
exceed $1,500,000,000 (except as otherwise provided in the Indenture);


 




    3 


     


    

(c)       
Principal on the Senior Notes shall be payable on June 14, 2027 (the “Maturity Date”), unless earlier redeemed
in accordance with the provisions set forth in Article 11 of the Indenture;


 


(d)       
The Senior Notes shall be issued in global registered form on or about June 14, 2021;


 


(e)       
The Senior Notes shall bear interest from (and including) June 14, 2021 to (but excluding) June 14, 2026 (the “Reset
Date”), at a rate of 1.642% per annum, and from (and including) the Reset Date to (but excluding) the Maturity Date (the “Reset
Period”), at a rate per annum equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation
Agent on the Reset Determination Date (as defined below), plus 0.900%. Interest on the Senior Notes will be paid semi-annually in arrear
on June 14 and December 14 of each year (each, an “Interest Payment Date”), beginning on December 14, 2021, to (and
including) the Maturity Date.


 


The “Reset
Determination Date” will be the second business day immediately preceding the Reset Date.


 


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


 


Interest on the
Senior Notes will 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, the actual number of days elapsed in such period.


 


The “Regular
Record Dates” for the Senior Notes will be the 15th day of each May and November of each year, whether or not a business day,
immediately preceding the relevant Interest Payment Date.


 


If any scheduled
Interest Payment Date is not a business day, the Company will pay interest on the next day that is a business day, but interest on such
payment will not accrue during the period from and after such scheduled Interest Payment Date.


 


If the scheduled
Maturity Date or date of redemption or repurchase or repayment of the Senior Notes is not a business day, the Company may pay interest
and principal on the next succeeding business day, but interest on that payment will not accrue during the period from and after the
scheduled maturity date or date of redemption, repurchase or repayment;


 




    4 


     


    

(f)       
The Calculation Agent for the Senior Notes is National Westminster Bank plc or its successor appointed by the Company, pursuant
to a calculation agent agreement entered into on June 14, 2021;


 


(g)       
The U.S. Treasury Rate shall be determined by the Calculation Agent in accordance with the following provisions:


 


“U.S. Treasury
Rate” means, with respect to the Reset Date, the rate per annum equal to: (1) the average of the yields on actively traded
U.S. Treasury securities adjusted to constant maturity, for one-year maturities, for the five business days immediately prior to the
Reset Determination Date and appearing under the caption “Treasury constant maturities” at 5:00 p.m. (New York City time)
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 during the week immediately prior to 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) at 5:00 p.m. (New York City time) on the Reset Determination
Date on which such rate was set forth in such release (or any successor release).


 


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


 




    5 


     


    

“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 Quotation 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 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.


 


All percentages resulting
from any calculation of any interest rate on the Senior Notes will be rounded, if necessary, to the nearest one hundred thousandth of
a percentage point, with five one-millionths of a percentage point rounded upward, and all dollar amounts would be rounded to the nearest
cent, with one-half cent being rounded upward;


 


(a)       
No premium, upon redemption or otherwise, shall be payable by the Company on the Senior Notes; and


 


(b)       
The form of the Senior Notes shall be evidenced by one or more global notes in registered form substantially in the form of Exhibit
A attached to this Eighth Supplemental Indenture and made a part thereof.


 


(c)       
Principal of and any interest on the Senior Notes shall be paid to the Holder through The Bank of New York Mellon, as paying agent
of the Company having offices in London, United Kingdom;


 


(d)       
The Senior Notes shall not be redeemable except as provided in Article 11 of the Base Indenture as amended by ‎Section 3.08
and ‎Section 3.09 of this Eighth Supplemental Indenture. The Senior Notes shall not be redeemable at the option of the Holders at
any time. In connection with any redemption of


 




    6 


     


    

Senior
Notes pursuant to Section 11.08 of the Base Indenture, the date referenced therein shall be June 14, 2021.


 


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


 


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


 


(g)       
The principal amount of, and any accrued interest on, the Senior Notes shall be payable upon the declaration of acceleration thereof
pursuant to Section 5.02 of the Base Indenture, as amended by ‎Section 3.05 of this Eighth Supplemental Indenture;


 


(h)       
Additional Amounts shall only be payable on the Senior Notes pursuant to Section 10.04 of the Base Indenture;


 


(i)       
The Senior Notes shall not be converted into or exchanged at the option of the Company for stock or other securities of the Company;


 


(j)       
The Senior Notes shall be denominated in U.S. Dollars;


 


(k)       
The payment of principal of and interest, if any, on the Senior Notes shall be payable in U.S. Dollars;


 


(l)       
The payment of principal of and interest, if any, on the Senior Notes shall be payable only in the coin or currency in which the
Senior Notes are denominated which, pursuant to ‎(q) above, shall be U.S. Dollars;


 


(m)       
The Senior Notes will be issued in the form of one or more global securities in registered form, without coupons attached, and
the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company;


 


(n)       
Except in limited circumstances, the Senior Notes will not be issued in definitive form;


 


(o)       
The Calculation Agent for the Senior Notes is National Westminster Bank plc or its successor appointed by the Company, pursuant
to a calculation agent agreement expected to be entered into on June 14, 2021;


 


(p)       
The Events of Default on the Senior Notes are as set forth in Section 5.01 of the Base Indenture as amended by ‎Section 3.04
of this Eighth Supplemental Indenture; and


 




    7 


     


    

(q)       
The Company may issue additional Senior Notes (“Additional Senior Notes”) after the date hereof having the
same ranking and same interest rate, Maturity Date, redemption terms and other terms as the Senior Notes except for the price to the
public and issue date, provided however that if such additional notes have the same CUSIP, ISIN and/or Common Code as the Outstanding
Senior Notes, such additional notes must be fungible with the Senior Notes for U.S. federal income tax purposes. Any such Additional
Senior Notes, together with the Senior Notes will constitute a single series of securities under the Indenture. There is no limitation
on the amount of notes or other debt securities that the Company may issue under the Indenture.


 


Article
3

AMENDMENTS TO THE BASE INDENTURE


 


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


 


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


 


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


 


“Calculation
Agent” shall mean National Westminster Bank Plc or its successor appointed by the Company, pursuant to a calculation agent
agreement expected to be entered into on June 14, 2021.


 


“Comparable
Treasury Issue” has the meaning set forth in Section 2.01 of the Eighth Supplemental Indenture.


 


“Comparable
Treasury Price” has the meaning set forth in Section 2.01 of the Eighth Supplemental Indenture.


 


“Default”
has the meaning set forth in Section 5.03.


 




    8 


     


    

“Eighth
Supplemental Indenture” means this Eighth Supplemental Indenture under the Amended and Restated Indenture, dated as of June
14, 2021, among the Company and the Trustee.


 


“Event
of Default” has the meaning set forth in Section 5.01.


 


“Independent
Adviser” means an independent financial institution of international repute or other independent financial adviser experienced
in the international capital markets, in each case appointed by the Company at its own expense.


 


“Interest
Determination Date” has the meaning set forth in Section 2.01 of the Eighth Supplemental Indenture.


 


“Interest
Payment Date” has the meaning set forth in Section 2.01 of the Eighth Supplemental Indenture.


 


“Issue
Date” means June 14, 2021.


 


“Loss
Absorption Disqualification Event” shall be deemed to have occurred if:


 


(i)           
at the time that any Loss Absorption Regulation becomes effective, and as a result of such Loss Absorption Regulation becoming
so effective, in each case with respect to the Company and/or the Regulatory Group, on or after the issue date of the Senior Notes, the
Senior Notes are or, in the Company’s opinion or in the opinion of the PRA are likely not to qualify in full towards the Company’s
and/or the Regulatory Group’s (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments; or


 


(ii)           
as a result of any amendment to, or change in, or replacement of, any Loss Absorption Regulation, or any change in the application
or official interpretation of any Loss Absorption Regulation, in any such case becoming effective on or after the issue date of the Senior
Notes, the Senior Notes are or, in the Company’s opinion or in the opinion of the PRA are likely to be, fully or partially excluded
from the Company’s and/or the Regulatory Group’s (A) own funds and eligible liabilities and/or (B) loss absorbing capacity
instruments,


 


in
each case as such minimum requirements are applicable to the Company and/or the Regulatory Group and determined in


 




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accordance
with, and pursuant to, the relevant Loss Absorption Regulations; provided that in the case of (i) and (ii) above, a Loss Absorption Disqualification
Event shall not occur where the exclusion of the Senior Notes from the relevant minimum requirement(s) is due to the remaining maturity
of the Senior Notes being less than any period prescribed by any applicable eligibility criteria for such minimum requirements under
the relevant Loss Absorption Regulations effective with respect to the Company and/or the Regulatory Group on the issue date of the Senior
Notes.


 


“Loss
Absorption Regulations” means, at any time, the laws, regulations, requirements, guidelines, rules, standards and policies
relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments of the United Kingdom,
the PRA, the United Kingdom resolution authority, the Financial Stability Board and/or of the European Parliament or of the Council of
the European Union then in effect in the United Kingdom including, without limitation to the generality of the foregoing, any delegated
or implementing acts (such as regulatory technical standards) adopted by the European Commission and any regulations, requirements, guidelines,
rules, standards and policies relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity
instruments adopted by the PRA and/or the United Kingdom resolution authority from time to time (whether or not such regulations, requirements,
guidelines, rules, standards or policies are applied generally or specifically to the Company or to the Regulatory Group).


 


“Maturity
Date” has the meaning set forth in Section 2.01 of the Eighth Supplemental Indenture.


 


“PRA”
means the UK Prudential Regulation Authority and/or such other governmental authority in the United Kingdom having primary supervisory
authority with respect to the Company’s business.


 


“Reference
Treasury Dealer” has the meaning set forth in Section 2.01 of the Eighth Supplemental Indenture.


 


“Reference
Treasury Dealer Quotations” has the meaning set forth in Section 2.01 of the Eighth Supplemental Indenture.


 




    10 


     


    

“Regulatory
Group” means the Company, the Company’s subsidiary undertakings, participations, participating interests and any subsidiary
undertakings, participations or participating interests held (directly or indirectly) by any of the Company’s subsidiary undertakings
from time to time and any other undertakings from time to time consolidated with the Company for regulatory purposes, in each case in
accordance with the rules and guidance of the PRA then in effect.


 


“Senior
Creditors” means creditors of the Company whose claims are admitted to proof in the winding up, liquidation, administration
or other insolvency procedure of the Company and who are unsubordinated creditors of the Company.


 


“Senior
Notes” has the meaning set forth in the recitals to the Eighth Supplemental Indenture.


 


“U.S.
Treasury Rate” has the meaning set forth in Section 2.01 of the Eighth Supplemental Indenture.


 


Section 3.02.      
Satisfaction and Discharge. With respect to the Senior Notes only, Section 4.01 of the Base Indenture is amended and restated
in its entirety and shall read as follows:


 


Section
4.01.Satisfaction and Discharge of Amended and Restated Indenture. This Amended and Restated Indenture shall upon Company
Request cease to be of further effect with respect to the Senior Debt Securities (except as to any surviving rights of registration of
transfer or exchange of the Senior Debt Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this Amended and Restated Indenture with respect to the Senior
Debt Securities when:


 


		(a)	all Senior Debt Securities theretofore
                                            authenticated and delivered (other than (A) Senior Debt Securities which have been destroyed,
                                            lost or stolen and which have been replaced or paid as provided in
                                            Section 3.06 and (B) Senior Debt Securities for whose payment money has theretofore been
                                            deposited in trust or segregated and held in trust by the Company and thereafter repaid to
                                            the Company or discharged from such trust, as provided in Section
                                            10.03) have been delivered to the Trustee for cancellation;



 




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		(b)	the Company has paid or caused to be
                                            paid all other sums payable hereunder by the Company with respect to the Senior Debt Securities;
                                            and



 


		(c)	the Company has delivered to the Trustee
                                            an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
                                            precedent herein provided for relating to the satisfaction and discharge of this Amended
                                            and Restated Indenture with respect to the Senior Debt Securities have been complied with.



 


Notwithstanding
any satisfaction and discharge of this Amended and Restated Indenture, the obligations of the Company to the Trustee under Section 6.07,
the obligations of the Trustee to any Authenticating Agent under Section 6.14 and the last paragraph of Section 10.03, shall survive
such satisfaction and discharge, including any termination under any bankruptcy law.


 


Section 3.03.     
Application of Trust Money. With respect to the Senior Notes only, Section 4.02 of
the Base Indenture is amended and restated in its entirety and shall read as follows:


 


Section
4.02.[Reserved].


 


Section 3.04.         
Events of Default. With respect to the Senior Notes only, Section 5.01 of the Base Indenture is amended and restated in
its entirety and shall read as follows:


 


Section
5.01.Events of Default. “Event of Default”, wherever used herein with respect to the Senior Debt Securities,
means the making of an order by a court of competent jurisdiction which is not successfully appealed within 30 days of the making of
such order, or valid adoption by the shareholders of the Company of an effective resolution, for the winding-up of the Company (other
than under or in connection with a scheme of amalgamation or reconstruction not involving a bankruptcy or insolvency). The exercise of
any U.K. bail-in power by the relevant U.K. authority shall not constitute a default or an Event of Default under this Section 5.01 or
a Default under Section 5.03.


 


Section 3.05.         
Acceleration of Maturity; Rescission and Annulment. With respect to the Senior Notes only, Section 5.02 of the Base Indenture
is amended by adding the following at the end of the section:


 


If the
Senior Debt Securities become due and payable and the Company fails to pay such amounts (or any damages awarded for breach of


 




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any obligations
in respect of the Senior Debt Securities or this Amended and Restated Indenture) forthwith upon demand, notwithstanding the continuing
right of any Holder to receive payment of the principal of and interest on the Senior Debt Securities, or to institute suit for the enforcement
of any such payment, each as provided for under Section 316(b) (Directions and Waivers by Bondholders; Prohibition of Impairment of
Holders’ Right to Repayment) of the Trust Indenture Act, the Trustee, in its own name and as trustee of an express trust, may
institute proceedings for the winding up of the Company, and/or prove in a winding up of the Company for all such due and payable amounts
(including any damages awarded for breach of any obligations in respect of the Senior Debt Securities or this Amended and Restated Indenture)
but no other remedy shall be available to the Trustee or the Holders.


 


Section 3.06.      
Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee. With respect to the Senior Notes only, Section
5.03 of the Base Indenture is amended and restated in its entirety and shall read as follows:


 


Section
5.03.Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee. “Default” wherever used
herein with respect to the Senior Debt Securities of a particular series, means any one of the following events (subject as provided
below, whatever the reason for such Default and whether it shall be voluntary or involuntary or be effected by operation of law pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):


 


		(a)	the Company fails to pay any installment
                                            of interest in respect of the Senior Debt Securities of such series on or before the relevant
                                            Interest Payment Date and such failure continues for 14 days; or



 


		(b)	the Company fails to pay all or any
                                            part of the principal amount of the Senior Debt Securities of such series when it otherwise
                                            becomes due and payable, whether upon redemption or otherwise, and such failure continues
                                            for 7 days.



 


If a Default
occurs and is continuing, the Trustee may commence a proceeding for the winding up of the Company, provided that the Trustee may not
declare the principal amount of any Outstanding Senior Debt Securities of any series to be due and payable.


 


Subject
to applicable law, the Trustee (acting on behalf of the Holders) and the Holders of the Senior Debt Securities by their acceptance thereof
will be deemed to have waived to the fullest extent permitted by law any right of set-off, counterclaim or combination of accounts with
respect to the Senior


 




    13 


     


    

Debt Securities,
the Eighth Supplemental Indenture or this Amended and Restated Indenture (or between the Company’s obligations under or in respect
of any Senior Debt Security and any liability owed by a Holder to the Company) that they (or the Trustee acting on their behalf) might
otherwise have against the Company, whether before or during any winding-up, liquidation or administration of the Company. Notwithstanding
the above, if any of such rights and claims of any such Holder (or the Trustee acting on behalf of such Holders) against the Company
are discharged by set-off, such Holder (or the Trustee acting on behalf of such Holders) will immediately pay an amount equal to the
amount of such discharge to the Company or, in the event of any winding-up, liquidation or administration of the Company, the liquidator
or administrator (or other relevant insolvency official), as the case may be, to be held on trust for the Senior Creditors and until
such time as payment is made will hold a sum equal to such amount on trust for the Senior Creditors and accordingly such discharge shall
be deemed not to have taken place.


 


Notwithstanding
the foregoing and any other provisions, a failure to make any payment on the Senior Debt Securities of any series shall not be a Default
if it is withheld or refused, upon independent counsel’s advice delivered to the Trustee, in order to comply with any applicable
fiscal or other law or regulation or order of any court of competent jurisdiction, provided, however, that the Trustee may require the
Company to take any action which, upon independent counsel’s advice delivered to the Trustee, is appropriate and reasonable in
the circumstances (including proceedings for a court declaration), in which case the Company shall immediately take and expeditiously
proceed with the action and shall be bound by any final resolution 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 payment shall become due and
payable on the expiration of the applicable 14-day or seven-day period after the Trustee gives written notice to the Company informing
it of such determination.


 


Upon the
occurrence of any Event of Default or Default, the Company shall give prompt written notice to the Trustee. Except as otherwise provided
in this Article 5, the Trustee may proceed to protect and enforce its rights and the rights of the Holders of the Senior Debt Securities
whether in connection with any breach by the Company of its obligations under the Senior Debt Securities, this Amended and Restated Indenture
or otherwise, including by judicial proceedings, provided that the Company shall not, as a result of any such action by the Trustee,
be required to pay any amount representing or measured by reference to principal or interest on the Senior Debt Securities of any series
prior to any date on which the principal of, or


 




    14 


     


    

any interest
on, the Senior Debt Securities of any such series would have otherwise been payable.


 


No recourse
for the payment of the principal of (or premium, if any) or interest, if any, on any Senior Debt Security, or for any claim based thereon
and no recourse under or upon any obligation, covenant or agreement of the Company in this Amended and Restated Indenture, or in any
Senior Debt Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder,
officer or director, past, present or future, of the Company or of any successor corporation of the Company, either directly or through
the Company or any successor corporation whether by virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that to the extent lawful all such liability is hereby expressly waived
and released as a condition of, and as a consideration for, the execution of this Amended and Restated Indenture and the issue of the
Senior Debt Securities.


 


No remedy
against the Company, other than as referred to in Article 5 of this Amended and Restated Indenture, shall be available to the Trustee
or the Holders of the Senior Debt Securities whether for the recovery of amounts owing in respect of such Senior Debt Securities or under
this Amended and Restated Indenture or in respect of any breach by the Company of its obligations under this Amended and Restated Indenture
or in respect of the Senior Debt Securities, except that the Trustee and the Holders shall have such rights and powers as they are entitled
to have under the Trust Indenture Act, including the Trustee’s prior lien on any amounts collected following a Default or Event
of Default for payment of the Trustee’s fees and expenses, and provided that any payments on the Senior Debt Securities are subject
to the ranking provisions set forth in this Amended and Restated Indenture.


 


Notwithstanding
any contrary provisions, nothing shall impair the right of a Holder, absent the Holder’s consent, to sue for any payments due but
unpaid with respect to the Senior Debt Securities.


 


Section 3.07.         
With respect to the Senior Notes only, Sections 5.07(a), 5.07(b), 5.11, 5.13, 6.02, 6.03(i), 8.03(c) of the Base Indenture shall
be amended to add the words “or Default” after each appearance of the words “Event of Default”.


 


Section 3.08.         
Additional Amounts. With respect to the Senior Notes only, Section 10.04 of the Base Indenture is amended to delete Sections
10.04(v) and 10.04(vii) and the rest of the Section 10.04 is deemed to have changed to the extent affected by the changes described in
this Section 3.08.


 




    15 


     


    

Section 3.09.         
Optional Redemption Due to Changes in Tax Treatment. With respect to the Senior Notes only, Section 11.08 of the Base Indenture
is amended to replace in the first paragraph the word “Unless” with the words “Subject to Sections 11.04 and 11.11
and unless”.


 


Section 3.10.         
Redemption of Senior Debt Securities. With respect to the Senior Notes only, Article 11 of the Base Indenture is amended
to amend and restate Section 11.04 and to add a Section 11.09, Section 11.10 and Section 11.11, each of which shall read as follows:


 


Section
11.04. Notice of Redemption. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Senior Debt
Securities, notice of redemption shall be given (i) not less than 5 business days nor more than 60 calendar days prior to the Redemption
Date to each Holder of Senior Debt Securities to be redeemed and (ii) to Trustee at least 5 business days prior to such date, unless
a shorter notice period shall be satisfactory to the Trustee in the manner and to the extent provided in Section 1.06.


 


Any redemption
notice will state:


 


		a)	the Redemption Date;



 


		b)	the Redemption Price;



 


		c)	that, and subject to what conditions,
                                            the Redemption Price will become due and payable on the Redemption Date and that payments
                                            will cease to accrue on such date;



 


		d)	the place or places at which each Holder
                                            may obtain payment of the Redemption Price; and



 


		e)	the CUSIP, Common Code and/or ISIN number
                                            or numbers, if any, with respect to such series of Senior Debt Securities.



 


Notice
of redemption of Senior Debt Securities to be redeemed at the selection of the Company shall be given by the Company or, at the Company’s
Request, by the Trustee in the name and at the expense of the Company.


 


Section
11.09.Optional Redemption. Subject to Section 11.11, the Company may, at the Company’s option and in its sole discretion,
redeem the Senior Debt Securities, in whole but not in part, on June 14, 2026, at a Redemption Price equal to 100% of the principal amount
of the Senior


 




    16 


     


    

Debt
Securities of any series together with any accrued but unpaid interest to, but excluding, the Redemption Date.


 


Section
11.10. Loss Absorption Disqualification Event Redemption. Subject to Sections 11.04 and 11.11, the Company may, at the Company’s
option and in its sole discretion, redeem the Senior Debt Securities, in whole but not in part, at a Redemption Price equal to 100% of
the principal amount of the Senior Debt Securities of any series together with any accrued but unpaid interest to, but excluding, the
Redemption Date, if the Company determines that a Loss Absorption Disqualification Event has occurred and is continuing.


 


Before the
publication of any notice of redemption pursuant to a Loss Absorption Disqualification Event, the Company shall deliver to the Trustee
a certificate signed by two authorised signatories of the Company stating that, in such signatories’ belief, the condition for
redemption has occurred and is continuing as at the date of the certificate, and the Trustee is entitled to conclusively rely on and
shall accept such certificate as sufficient evidence of such occurrence, in which event it shall be conclusive and binding on the Holders.


 


Section
11.11. Conditions to Redemption and Repurchase. Notwithstanding any other provision, the Company may only redeem Senior Debt Securities
of any series prior to their Maturity Date (as provided for in Section 11.08, Section 11.09 and Section 11.10) or repurchase Senior Debt
Securities of any series (and give notice thereof to the Holders of such series of Senior Debt Securities in the case of redemption)
if the Company has obtained the prior consent of the PRA, to the extent such consent is at the relevant time and in the relevant circumstances
required (if at all) by the Loss Absorption Regulations or applicable laws or regulations in effect in the United Kingdom.


 


Article
4

MISCELLANEOUS


 


Section 4.01.      
Effect of Supplemental Indenture. Upon the execution and delivery of this Eighth Supplemental Indenture by the Company
and the Trustee, and the delivery of the documents referred to in ‎Section 4.02 herein, the Base Indenture shall be amended and supplemented
in accordance herewith, and this Eighth Supplemental Indenture shall form a part of the Base Indenture for all purposes in respect of
the Senior Notes.


 




    17 


     


    

Section 4.02.         
Other Documents to Be Given to the Trustee. As specified in Section 9.03 of the Base Indenture and subject to the provisions
of Section 6.03 of the Base Indenture, the Trustee shall be entitled to receive an Officer’s Certificate and an Opinion of Counsel
stating the recitals contained in Section 1.02 of the Base Indenture, and in the case of such Opinion of Counsel, that this Eighth Supplemental
Indenture is authorized or permitted by the Base Indenture, conforms to the requirements of the Trust Indenture Act, and (subject to
Section 1.03 of the Base Indenture) constitutes valid and binding obligations of the Company enforceable in accordance with their terms,
subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness
and equitable principles of general applicability and may be subject to possible judicial or regulatory actions giving effect to governmental
actions or foreign laws affecting creditors’ rights, as conclusive evidence that this Eighth Supplemental Indenture complies with
the applicable provisions of the Base Indenture.


 


Section 4.03.         
Confirmation of Indenture. The Base Indenture and this Eighth Supplemental Indenture with respect to the Senior Notes,
is in all respects ratified and confirmed, including without limitation Section 6.07 and Article 12 of the Base Indenture, and the Base
Indenture, this Eighth Supplemental Indenture and all indentures supplemental thereto shall, in respect of the Senior Notes, be read,
taken and construed as one and the same instrument. This Eighth Supplemental Indenture constitutes an integral part of the Base Indenture
with respect to the Senior Notes. In the event of a conflict between the terms and conditions of the Base Indenture and the terms and
conditions of this Eight Supplemental Indenture, the terms and conditions of this Eighth Supplemental Indenture shall prevail with respect
to the Senior Notes.


 


Section 4.04.         
Concerning the Trustee. The Trustee does not make any representations as to the validity or sufficiency of this Eighth
Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and not the Trustee. In entering into
this Eighth Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Base Indenture relating to
the conduct of or affecting the liability of or affording protection to the Trustee.


 


Section 4.05.         
Governing Law. This Eighth Supplemental Indenture and the Senior Notes shall be governed by and construed in accordance
with the laws of the State of New York, irrespective of conflicts of laws principles, except as stated in Section 1.12 of the Base Indenture,
and except that the authorization and execution by the Company of this Eighth Supplemental Indenture and the Senior Notes shall be governed
by (in addition to the laws of the State of New York


 




    18 


     


    

relevant
to execution) the respective jurisdictions of the Company and the Trustee, as the case may be.


 


Section 4.06.         
Reparability. In case any provision contained in this Eighth Supplemental Indenture shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 4.07.         
Counterparts. This Eighth Supplemental Indenture may be executed in any number of counterparts, each of which shall be
an original, but such counterparts shall together constitute but one and the same instrument.


 


[Signature Page
Follows]


 


 


 


 


 


 


 


 


 


 


 




    19 


     


    

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


 





	 	NATWEST GROUP PLC, as the Company
	 	 
	 	 
	 	By:     	/s/ Donal Quaid
	 	 	Name: Donal Quaid
	 	 	Title: NWG Treasurer


 


 


	 	THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Trustee
	 	 
	 	 
	 	By:    	/s/ Tom Vanson
	 	 	Name: Tom Vanson
	 	 	Title: Authorized Signatory





  


 


 


[Signature Page
to Eighth Supplemental Indenture]







    (Face of Security continued on next page)


     


    

EXHIBIT A


 


FORM OF SENIOR
NOTES


 


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. [●]





ISIN
No. [●]


 


NATWEST GROUP PLC


 


[●] [●]%
SENIOR CALLABLE FIXED-TO-FIXED RESET RATE NOTES DUE 20[●]

(“SENIOR NOTES”)


 


 





	No. [●]	$[●]


  


NATWEST 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 assignees, the principal sum of $[●] ([●]
million dollars) on [●], 20[●] (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 in accordance with the terms set out below.


 


The Senior Notes
shall bear interest from (and including) [●], 2021 to (but excluding) [·] (the
“Reset Date”), at a rate of [●]% per annum, and from (and including) the Reset Date to (but excluding) the Maturity
Date (the “Reset Period”), at a rate per annum equal to the applicable U.S. Treasury Rate (as defined below) as determined
by the Calculation Agent on the Reset Determination Date (as defined below), plus [●]%. Interest on the Senior Notes will be paid
semi-annually in arrear on [·] and [·]
of each year (each, an “Interest Payment Date”), beginning on [●], 2021, to (and including) the Maturity Date.
The Company’s obligation to pay the principal of and any interest on the Senior Notes shall not be deferrable.


 




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The “Reset
Determination Date” will be the second business day immediately preceding the Reset Date.


 


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


 


The “Calculation
Agent” for the Senior Notes is National Westminster Bank plc or its successor appointed by the Company, pursuant to a calculation
agent agreement entered into on [●], 2021. The Calculation Agent shall determine the U.S. Treasury Rate in accordance with the
following provisions:


 


(i)       “U.S.
Treasury Rate” means, with respect to the Reset Date, the rate per annum equal to: (1) the average of the yields on actively
traded U.S. Treasury securities adjusted to constant maturity, for one-year maturity, for the five business days immediately prior to
the Reset Determination Date and appearing under the caption “Treasury constant maturities” at 5:00 p.m. (New York City time)
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 during the week immediately prior to 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.


 


(ii)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) at 5:00 p.m. (New York City time) on the Reset Determination
Date on which such rate was set forth in such release (or any successor release).


 


“Comparable
Treasury Issue” means, with respect to the Reset Period, the U.S. Treasury security or securities selected by the Company with
a maturity date on or about the last day of the Reset Period and that would be utilized, at the time of selection


 




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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 Quotation 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 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.


 


All percentages
resulting from any calculation of any interest rate on the Senior Notes will be rounded, if necessary, to the nearest one hundred thousandth
of a percentage point, with five one-millionths of a percentage point rounded upward, and all dollar amounts would be rounded to the
nearest cent, with one-half cent being rounded upward.


 


Interest on the
Senior Notes will 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, the actual number of days elapsed in such period.


 


The “Regular
Record Dates” for the Senior Notes will be the 15th day of each [●] and [●] of each year, whether or not a business
day, immediately preceding the relevant Interest Payment Date.


 


If (i) the Company
fails to pay any installment of interest in respect of this Senior Note on or before the relevant Interest Payment Date and such failure
continues for 14 days, or (ii) the Company fails to pay all or any part of the principal amount of this Senior Note when it otherwise
becomes due and payable, whether upon redemption or otherwise, and such failure continues for 7 days (each of (i) and (ii), a “Default”),
the Trustee may commence a proceeding for the winding up of the Company, provided that


 




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the Trustee may
not declare the principal amount of any Outstanding Senior Notes to be due and payable.


 


Payment of the principal
amount of, 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.


 


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 term of any Senior Notes, the Indenture, or any other agreements, arrangements, or understandings between the Company and any
Holder or Beneficial Owner, by its acquisition of 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. 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 ordinary shares or other securities
or other obligations of the Company or another person; and (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. authority of such U.K. bail-in power. Each Holder (including each 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


 




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varied, if necessary,
solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. authority.


 


For these purposes,
“U.K. bail-in power” means any write-down, conversion, transfer, modification or suspension power existing from time
to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions
and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Company or other members
of 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 (notwithstanding that the U.K. is no longer a member state
of the European Union) and/or within the context of a U.K. resolution regime under the Banking Act 2009, as the same has been or may
be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013 (the “Banking Reform
Act 2013”), secondary legislation or otherwise, the “Banking Act”), 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, “relevant U.K.
authority” means any authority with the ability to exercise a U.K. bail-in power.


 




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


 


Dated: [●], 2021


 








	 	
    Executed by

     

NATWEST GROUP PLC

    

	 	 
	 	 
	 	By:	 
	 	Name:
	 	Title: Authorized Signatory


 


 


 



     


     


    

CERTIFICATE OF AUTHENTICATION


 


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


 


Dated: [●], 2021


 








	 	THE BANK OF NEW YORK MELLON, LONDON BRANCH
	 	as Trustee
	 	 	 
	 	By:	 
	 	Authorized Signatory



 


 





 





 





 





 




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[Reverse of Note]


 


This
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 an amended and restated Indenture dated as of December
13, 2017 (the “Amended and Restated Indenture”), as amended and supplemented in respect of the Senior Notes by the
Eighth Supplemental Indenture dated as of [●], 2021 (the “Eighth Supplemental Indenture” and, together with
the Base Indenture, the “Indenture”), in each case 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 Indenture). Reference is hereby made to the Indenture and all indentures supplemental
thereto 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 $[●].


 


The Company may,
from time to time, without the consent of the Holders of the Senior Notes, issue Additional Senior Debt Securities having the same ranking
and interest rate, Maturity Date, redemption terms and other terms as the Senior Notes of this series, except for the price to the public
and issue date. Any such Additional Senior Debt Securities, together with the Senior Notes of this series, will constitute a single series
of Senior Notes under the Indenture and shall be included in the definition of “Senior Debt Securities” in the Indenture
where the context requires; provided, however, that if such Additional Senior Debt Securities are not fungible with the Outstanding Senior
Notes of this series for U.S. federal income tax purposes, the Additional Senior Debt Securities must have a CUSIP, ISIN and/or other
identifying number (as the case may be) different from those used for the Outstanding Senior Notes of this series.


 


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, ranking
pari passu without any preference among themselves, and equally with all other outstanding unsecured and unsubordinated obligations,
present and future of the Company, except such obligations as are preferred by operation of law.


 


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


 




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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 Indenture, the Trustee may proceed to protect and enforce its rights and the rights of the Holders of the
Senior Notes whether in connection with any breach by the Company of its obligations under the Senior Notes, the Indenture or otherwise,
including by judicial proceedings, provided that the Company shall not, as a result of any such action by the Trustee, be required to
pay any amount representing or measured by reference to principal or 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.


 


If a Default occurs
and is continuing, the Trustee may commence a proceeding for the winding up of the Company, provided that the Trustee may not declare
the principal amount of any Outstanding Senior Notes to be due and payable.


 


Notwithstanding
any other provisions of the Indenture, failure to make any payment on the Senior Notes shall not be a Default if it is withheld or refused,
upon independent counsel’s advice delivered to the Trustee, in order to comply with any applicable fiscal or other law or regulation
or order of any court of competent jurisdiction, provided, however, that the Trustee may require the Company to take any action which,
upon independent counsel’s advice delivered to the Trustee, is appropriate and reasonable in the circumstances (including proceedings
for a court declaration), in which case the Company shall immediately take and expeditiously proceed with the action and shall be bound
by any final resolution 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 payment shall become due and payable on the expiration of the applicable 14-day
or seven-day period after the Trustee gives written notice to the Company informing it of such determination.


 


Subject to applicable
law, the Trustee (acting on behalf of the Holders) and the Holders of the Senior Notes by their acceptance thereof will be deemed to
have waived to the fullest extent permitted by law any right of set-off, counterclaim or combination of accounts with respect to the
Senior Notes, the Eighth Supplemental Indenture or the Amended and Restated Indenture (or between the Company’s obligations under
or in respect of the Senior Notes and any liability owed by a Holder to the Company) that they (or the Trustee acting on their behalf)
might otherwise have against the Company, whether before or during any winding-up, liquidation or administration of the Company. Notwithstanding
the above, if any of such rights and claims of any such Holder (or the Trustee acting on behalf of such Holders) against the Company
are discharged by set-off, such Holder (or the Trustee acting on behalf of such Holders) will immediately pay an amount equal to the
amount of such discharge to the Company or, in the event of any winding-up, liquidation or administration of the Company, the liquidator
or administrator (or other relevant insolvency official), as the case may be, to be held on trust for the Senior Creditors and until
such time as payment is made will hold a sum equal to such


 




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amount on trust
for the Senior Creditors and accordingly such discharge shall be deemed not to have taken place.


 


No remedy against
the Company, other than as referred to in Article 5 of the Indenture, shall be available to the Trustee or the Holders of the Senior
Notes whether for the recovery of amounts owing in respect of such Senior Notes or under the Indenture or in respect of any breach by
the Company of its obligations under the Indenture or in respect of the Senior Notes, except that the Trustee and the Holders shall have
such rights and powers as they are entitled to have under the Trust Indenture Act, including the Trustee’s prior lien on any amounts
collected following a Default or Event of Default for payment of the Trustee’s fees and expenses, and provided that any payments
on the Senior Notes are subject to the ranking provisions set forth in the Indenture.


 


All amounts of principal,
premium, if any, and interest on the Senior Notes will be paid by the Company without deduction or withholding for, or on account of,
any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings now
or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or any
authority thereof or therein having the power to tax (the “U.K. Taxing Jurisdiction”), unless such deduction or withholding
is required by law.


 


If deduction or
withholding of any such taxes, levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required by the
U.K. Taxing Jurisdiction, the Company will pay such additional amounts with respect to the principal of and premium, if any, and interest
on the Senior Notes (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holders of
the Senior Notes, after such deduction or withholding, shall equal the amounts of such payments which would have been payable in respect
of such Senior Notes had no such deduction or withholding been required; provided, however, that the foregoing will not apply to any
such tax, levy, impost, duty, charge, fee, deduction or withholding that would not have been payable or due 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 physically present in, the U.K. Taxing Jurisdiction or otherwise has some connection with the U.K. Taxing Jurisdiction
other than the mere holding or ownership of a Senior Note, or the collection of the payment on any Senior Note,


 


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


 


(iii) the 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 such Additional


 




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Amount on presenting
(where presentation is required) the Senior Note for payment at the close of such 30 day period,


 


(iv) the Holder
or the beneficial owner of the Senior Note or the payment on such Senior Note failed to comply with a request by 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 U.K. Taxing Jurisdiction as a precondition
to exemption or relief from all or part of such deduction or withholding,


 


(v) the withholding
or deduction is required to be made pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, any
agreement with the U.S. Treasury entered into with respect thereto, any U.S. Treasury regulation issued thereunder or any other official
interpretations or guidance issued with respect thereto; any intergovernmental agreement entered into with respect thereto, or any law,
regulation, or other official interpretation or guidance promulgated pursuant to such an intergovernmental agreement, or


 


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


 


nor shall Additional
Amounts be paid with respect to a payment on the Senior Notes to any Holder who is a fiduciary or partnership or person other than the
sole beneficial owner of such payment to the extent such payment would be required by the laws of the U.K. Taxing Jurisdiction to be
included in the income for tax purposes of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or
a beneficial owner who would not have been entitled to such Additional Amounts, had it been the Holder.


 


Whenever in the
Indenture there is mentioned, in the context of Senior Notes, the payment of the principal, premium, if any, or interest on, or in respect
of, any Senior Notes, such mention shall be deemed to include mention of the payment of Additional Amounts provided for herein to the
extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of the foregoing
paragraph and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such
express mention is not made.


 


The Company will
have the option to redeem Senior Notes of this series, in whole but not in part, on not less than 5 business days nor more than 60 calendar
days’ notice, at any time, at a Redemption Price equal to 100% of the principal amount, together with accrued but unpaid interest,
if any, in respect of 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 U.K. Taxing Jurisdiction (including any treaty to which a U.K. Taxing Jurisdiction
is a party), or any change in the official


 




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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 [●],
2021:


 


(a)           
in making any payment under the Senior Notes, including any payment in respect of principal or premium, if any, or interest, the
Company has or will or would on the next Interest Payment Date become obligated to pay Additional Amounts;


 


(b)           
payment of interest on the next Interest Payment Date in respect of any of the Senior Notes would be treated as a “distribution”
within the meaning of Section 1000 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 Interest 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 as a result of any change in the official application or interpretation of any laws or regulations it
is entitled to redeem 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 in the official application or interpretation of such laws or
regulations has occurred and that the Company is entitled to exercise its right of redemption.


 


The Company may,
at the Company’s option and in its sole discretion, redeem Senior Notes of this series, in whole but not in part, on [●],
20[●], at a Redemption Price equal to 100% of the principal amount of the Senior Notes of this series together with any accrued
but unpaid interest to, but excluding, the Redemption Date.


 


The Company may,
at the Company’s option and in its sole discretion, redeem Senior Notes of this series, in whole but not in part, at any time during
the Fixed Rate Period and thereafter only on a Floating Rate Period Interest Payment Date, at a Redemption Price equal to 100% of the
principal amount of the Senior Notes of this series together with any accrued but unpaid interest to, but excluding, the Redemption Date,
if the Company determines that a Loss Absorption Disqualification Event has occurred and is continuing. Before the publication of any
notice of redemption pursuant to a Loss Absorption Disqualification Event, the Company shall deliver to the Trustee a certificate signed
by two authorised signatories of the Company stating that, in such signatories’ belief, the condition for redemption has occurred
and is continuing as at the date of the certificate, and the Trustee is entitled to conclusively rely on and shall accept such certificate
as sufficient evidence of such occurrence, in which event it shall be conclusive and binding on the Holders.


 




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Notwithstanding
any other provision, the Company may only redeem Senior Notes of this series prior to their Maturity Date or repurchase Senior Notes
(and give notice thereof to the Holders of this series of Senior Notes in the case of redemption) if the Company has obtained the prior
consent of the PRA, to the extent such consent is at the relevant time and in the relevant circumstances required (if at all) by the
Loss Absorption Regulations or applicable laws or regulations in effect in the United Kingdom.


 


If the Company elects
to redeem Senior Notes of this series, the Senior Notes will cease to accrue interest from the Redemption Date, provided the Redemption
Price has been paid in accordance with the Indenture.


 


Upon
payment of (i) the amount of principal
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 accrued and unpaid interest on, the Senior Notes of this series shall terminate.


 


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 Events of Default and 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 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.


 


Notwithstanding
any other term of any Senior Notes, the Indenture, or any other agreements, arrangements, or understandings between the Company and any
Holder or Beneficial Owner, by its acquisition of Senior Notes, each Holder (including each


 




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Beneficial Owner)
of the Senior Notes acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant
U.K. 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 ordinary
shares or other securities or other obligations of the Company or another person; and (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. authority of such U.K. bail-in power. Each Holder (including
each 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. authority.


 


For these purposes,
“U.K. bail-in power” means any write-down, conversion, transfer, modification or suspension power existing from time
to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions
and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Company or other members
of 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 (notwithstanding that the U.K. is no longer a member state
of the European Union) and/or within the context of a U.K. resolution regime under the Banking Act 2009, as the same has been or may
be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013 (the “Banking Reform
Act 2013”), secondary legislation or otherwise, the “Banking Act”), 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, “relevant U.K.
authority” means any authority with the ability to exercise a U.K. bail-in power.


 


By its acquisition
of Senior Notes each Holder (including each Beneficial Owner) of the Senior Notes:


 


(a)       acknowledges
and agrees that upon the exercise of the U.K. bail-in power by the relevant U.K. authority it 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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(b)       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. authority with respect to the Senior Notes;
and


 


(c)       acknowledges
and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. 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 Base Indenture, and (b) neither the Base Indenture
nor this Eighth 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. authority.


 


Notwithstanding
the foregoing, if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. authority, 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
Eighth Supplemental Indenture.


 


The exercise of
any U.K. bail-in power by the relevant U.K. authority shall not constitute a default or an Event of Default under Section 5.01 of the
Indenture.


 


By its acquisition
of 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. authority
of its decision to exercise such power with respect to the Senior Notes and


 




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(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.


 


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. 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. 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.


 


If the Company has
elected to redeem Senior Notes of this series but prior to the payment of the redemption amount with respect to such redemption the relevant
U.K. authority exercises its U.K. bail-in power with respect to any Senior Notes, the relevant redemption notices shall be automatically
rescinded and shall be of no force and effect, and no payment of the redemption amount will be due and payable.


 


Any Holder (including
each Beneficial Owner) that acquires 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.


 


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.