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
28, 2021


 


to


 


CONTINGENT CONVERTIBLE SECURITIES INDENTURE


 


dated as of August
10, 2015


 


and the


 


FIFTH SUPPLEMENTAL INDENTURE


 


dated as of August
19, 2020


 


in
respect of


 


$750,000,000 4.600%
Reset Perpetual Subordinated Contingent Convertible


 


Additional Tier
1 Capital Notes


 








 




     


     


    

TABLE
OF CONTENTS


___________________ 


 



Page


 




	Article 1

                                                                                Definitions

	Section
    1.01.  Definition of Terms	2
	Section
    1.02.  Separability Clause	20
	Section
    1.03.  Benefits of Instrument	20
	Section
    1.04.  Relation to Contingent Convertible Securities Indenture	20
	Article 2

                                                                                Amendments To The Contingent Convertible Securities Indenture

	Section
    2.01.  Amended Definitions	20
	Article 3

                                                                                The Contingent Capital Notes

	Section
    3.01.  Form, Title, Terms and Payments	21
	Section
    3.02.  Interest	23
	Section
    3.03.  Interest Payments Discretionary	24
	Section
    3.04.  Restrictions on Interest Payments	24
	Section
    3.05.  Agreement to Interest Cancellation	25
	Section
    3.06.  Notice of Interest Cancellation	25
	Section
    3.07.  Payment of Principal, Interest and Other Amounts	25
	Section
    3.08.  Optional Redemption	26
	Section
    3.09.  Optional Tax Redemption	26
	Section
    3.10.  Capital Disqualification Event Redemption	27
	Section
    3.11.  Optional Repurchase	28
	Section 3.12.  Substitution or Variation  	28
	Section
    3.13.  Pre-conditions to Redemptions and Repurchases	29
	Section
    3.14.  Notice of Redemption	30
	Section
    3.15.  Cancelled Interest Not Payable upon Redemption	32
	Section
    3.16.  Automatic Conversion upon Conversion Trigger Event	32
	Section
    3.17.  Settlement Shares	36
	Section
    3.18.  Settlement Shares Offer	37
	Section
    3.19.  Settlement Procedure	38
	Section
    3.20.  Failure to Deliver a Settlement Notice	40
	Section
    3.21.  Delivery of ADSs	41
	Section
    3.22.  Agreement with Respect to Exercise of U.K. Bail-in Power	42
	Article 4

                                                                                Anti-Dilution

	Section
    4.01.  Adjustment of Conversion Price	43
	Section
    4.02.  Takeover Event	49
	Section
    4.03.  Agreement with Respect to a Non-Qualifying Takeover Event	50
	Section 4.04.  Availability of Ordinary Shares  	52



 






    i 


     


    

 


	Article 5

                                                                                Enforcement Events and Remedies

	Section
    5.01.  Winding-up or Administration Event	52
	Section
    5.02.  Non-Payment Event	52
	Section
    5.03.  Limited Remedies for Breach of Performance Obligations	53
	Section
    5.04.  No Other Remedies and Other Terms	53
	Section
    5.05.  Waiver of Past Defaults	54
	Article 6

                                                                                Subordination

	Section
    6.01.  Subordination to Claims of Senior Creditors	55
	Section
    6.02.  No Set-Off	56
	Article 7

                                                                                Satisfaction and Discharge

	Section
    7.01.  Satisfaction and Discharge of Indenture	57
	Article 8

                                                                                Supplemental Indentures

	Section
    8.01.  Amendments or Supplements without Consent of Holders	57
	Section
    8.02.  Amendments or Supplements With Consent of Holders	58
	Section
    8.03.  Holders’ Approval of Amendments	58
	Section
    8.04.  PRA Consent	58
	Article
    9
	Amendments
    to the Contingent Convertible Securities Indenture applicable to the Contingent Capital Notes only
	Section
    9.01.  Additional Amounts	58
	Article 10

                                                                                Miscellaneous

	Section
    10.01.  Effect of Supplemental Indenture	60
	Section
    10.02.  Other Documents to Be Given to the Trustee	60
	Section
    10.03.  Notices to, and Consents Required from, the PRA to Be Given to the Trustee	61
	Section
    10.04.  Survival	61
	Section
    10.05.  Confirmation of Indenture	61
	Section
    10.06.  Concerning the Trustee	61
	Section
    10.07.  Governing Law	61
	Section
    10.08.  Entire Agreement	61
	Section
    10.09.  Counterparts	61




    ii 


     


    

 


This EIGHTH SUPPLEMENTAL
INDENTURE (“Eighth Supplemental Indenture”), dated as of June 28, 2021, between, NATWEST GROUP PLC, a company incorporated
in Scotland with registered number SC045551, as issuer (the “Company”), having its registered office at 36 St Andrew
Square, Edinburgh EH2 2YB, United Kingdom 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 under the Contingent Convertible Securities Indenture (the
“Trustee”), having its Corporate Trust Office at One Canada Square, London E14 5AL, United Kingdom.


 


WITNESSETH:


 


WHEREAS, the Company
and the Trustee have executed and delivered a contingent convertible securities indenture, dated as of August 10, 2015, as amended and
supplemented by the Fifth Supplemental Indenture dated as of August 19, 2020 (the “Contingent Convertible Securities Indenture”
and, together with this Eighth Supplemental Indenture, the “Indenture”), to provide for the issuance of the Company’s
Contingent Convertible Securities (the “Securities”);


 


WHEREAS, the Company
hereto desires to issue a series of Securities to be known as the $750,000,000 4.600% Reset Perpetual Subordinated Contingent Convertible
Additional Tier 1 Capital Notes (the “Contingent Capital Notes”);


 


WHEREAS, the parties
hereto desire to establish that the Contingent Capital Notes shall be issued in the form of one of more Global Securities substantially
in the form of Exhibit A to this Eighth Supplemental Indenture pursuant to Sections 2.01 and 3.01 of the Contingent Convertible Securities
Indenture;


 


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


 


WHEREAS, Section
9.01(d) of the Contingent Convertible Securities Indenture permits the Company and the Trustee to add to, change or eliminate any provisions
of the Contingent Convertible Securities Indenture, subject to certain conditions, without the consent of Holders;


 


WHEREAS, this Eighth
Supplemental Indenture shall amend and supplement the Contingent Convertible Securities Indenture but only with respect to the Contingent
Capital Notes; to the extent the terms of the Contingent Convertible Securities Indenture are inconsistent with such provisions of this
Eighth Supplemental Indenture, the terms of this Eighth Supplemental Indenture shall govern, but only with respect to the Contingent
Capital Notes;


 


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 Contingent
Convertible Securities Indenture; and


 


WHEREAS, the Company
has requested and does hereby request that the Trustee execute and deliver this Eighth Supplemental Indenture, and whereas all actions
required by the Company 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,


 


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 herein but not otherwise defined shall have the meanings assigned to them in the Contingent Convertible
Securities Indenture;


 


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


 


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


 


(e)           
for purposes of this Eighth Supplemental Indenture and the Contingent Convertible Securities Indenture, the term “series”
shall mean the series of Securities designated as the Contingent Capital Notes as defined in this Eighth Supplemental Indenture;


 


(f)            
the words “hereof”, “herein” and “hereunder” and words of similar import,
when used in this Eighth Supplemental Indenture, refer to this Eighth Supplemental Indenture as a whole and not to any particular provision
of this Eighth Supplemental Indenture;


 


(g)           
the terms “dollars” and “$” mean United States Dollars;


 


(h)           
the terms “pounds sterling” and “£” mean British pounds sterling;


 


(i)            
references herein to a specific Section, Article or Exhibit refer to Sections or Articles of, or an Exhibit to, this Eighth Supplemental
Indenture;


 






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(j)            
wherever the words “include”, “includes” or “including” are used in this
Eighth Supplemental Indenture, they shall be deemed to be followed by the words “without limitation”;


 


(k)           
the use of “or” is not intended to be exclusive unless expressly indicated otherwise;


 


(l)            
for purposes of this Eighth Supplemental Indenture, references therein to any act or statute or any provision of any act or statute
shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation
made thereunder or under such modification or re-enactment; and


 


(m)            
references to any issue or offer or grant to Shareholders “as a class” or “by way of rights” shall be
taken to be references to an issue or offer or grant to all or substantially all Shareholders, other than Shareholders to whom, by reason
of the laws of any territory or requirements of any recognized regulatory body or any other stock exchange or securities market in any
territory or in connection with fractional entitlements, it is determined not to make such issue or offer or grant.


 


“Accrued
Interest” means any accrued and unpaid interest on the Contingent Capital Notes, excluding any interest which has been cancelled
or deemed to be cancelled in accordance with the terms of this Eighth Supplemental Indenture.


 


“Acquirer”
means the person which, following a Takeover Event, controls the Company.


 


“ADS”
means the American Depository Shares which are the subject of the ADS Deposit Agreement.


 


“ADS Deposit
Agreement” means the Amended and Restated Deposit Agreement among the Company, The Bank of New York Mellon and all holders
from time to time of American Depositary Receipts issued thereunder.


 


“ADS Depository”
means The Bank of New York Mellon, as the depositary under the Company’s ADS Deposit Agreement.


 


“Alternative
Consideration” means, in respect of each Contingent Capital Note and as determined by the Company (i) if all of the Settlement
Shares to be issued and delivered following Automatic Conversion are sold in the Settlement Shares Offer, the pro rata share of the cash
proceeds from the sale of such Settlement Shares attributable to such Contingent Capital Notes translated from sterling into U.S. dollars
at a then-prevailing exchange rate as determined by the Settlement Share Depository (less the pro rata share of any foreign exchange
transaction costs and an amount equal to the pro rata share of any taxes and duties (including, without limitation, any stamp duty, stamp
duty reserve tax, or any other capital, issue, transfer, registration, financial transaction or documentary tax or duty) that may arise
or be paid in connection with the issue and delivery of Settlement Shares to the Settlement Share Depository pursuant to the Settlement
Shares Offer); (ii) if some but not all of such Settlement Shares to be issued


 






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and
delivered upon Automatic Conversion are sold in the Settlement Shares Offer, (x) the pro rata share of the cash proceeds from the sale
of such Settlement Shares attributable to such Contingent Capital Notes translated from sterling into U.S. dollars at a then-prevailing
exchange rate as determined by the Settlement Share Depository (less the pro rata share of any foreign exchange transaction costs and
an amount equal to the pro rata share of any taxes and duties (including, without limitation, any stamp duty, stamp duty reserve tax,
or any other capital, issue, transfer, registration, financial transaction or documentary tax or duty) that may arise or be paid in connection
with the issue and delivery of Settlement Shares to the Settlement Share Depository pursuant to the Settlement Shares Offer) and (y)
the pro rata share of such Settlement Shares not sold pursuant to the Settlement Shares Offer attributable to such Contingent Capital
Notes rounded down to the nearest whole number of Settlement Shares; and (iii) if no Settlement Shares are sold in the Settlement Shares
Offer, the relevant number of Settlement Shares that would have been received had the Company not elected that the Settlement Share Depository
should carry out a Conversion Shares Offer.


 


“Approved
Entity” means a body corporate that is incorporated or established under the laws of an OECD member state and which, on the
occurrence of the Takeover Event, has in issue Relevant Shares.


 


“Assets”
means the unconsolidated gross assets of the Company, as shown in the latest published audited balance sheet of the Company, adjusted
for subsequent events in such manner as the directors of the Company may determine.


 


“Automatic
Conversion” means the irrevocable and automatic release of all of the Company’s obligations under the Contingent Capital
Notes in consideration of the Company’s issuance and delivery of the Settlement Shares at the Conversion Price on the Conversion
Date to the Settlement Share Depository (on behalf of the Holders and Beneficial Owners) in accordance with the terms of the Contingent
Capital Notes or the Indenture.


 


“Banking
Act” means the U.K. Banking Act 2009, as 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;


 


“Beneficial
Owners” shall mean (a) with respect to Global Securities, the owners of beneficial interests in the Securities prior to the
occurrence of the Final Cancellation Date and (b) with respect to definitive Securities, the Holders in whose names the Securities are
registered in the Contingent Convertible Security Register.


 


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


 


“Calculation
Agent” means National Westminster Bank Plc, or its successor appointed by the Company pursuant to the Calculation Agent Agreement
between the Company and National Westminster Bank Plc, dated as of the date hereof.


 






    4 


     


    

 


“Cancellation
Date” means (i) with respect to any Contingent Capital Note for which a Settlement Notice is received by the Settlement Share
Depository on or before the Notice Cut-off Date, the applicable Settlement Date and (ii) with respect to any Contingent Capital Note
for which a Settlement Notice is not received by the Settlement Share Depository on or before the Notice Cut-off Date, the Final Cancellation
Date.


 


A “Capital
Disqualification Event” shall occur if the Company determines that, as a result of any amendment to, or change in the regulatory
classification of the Contingent Capital Notes under the Capital Regulations (or official interpretation thereof), in any such case becoming
effective on or after the Issue Date, the whole or part of the Contingent Capital Notes are, or are likely to be, excluded from the Tier
1 Capital (as defined in the Capital Regulations) of the Company and/or the Tier 1 Capital of the Regulatory Group.


 


“Cash Component”
means that portion, if any, of the Alternative Consideration consisting of cash.


 


“Cash Dividend”
means any dividend or distribution in respect of the ordinary shares which is to be paid or made to the Shareholders as a class in cash
(in whatever currency) and however described and whether payable out of share premium account, profits, retained earnings or any other
capital or revenue reserve or account, and including a distribution or payment to the Shareholders upon or in connection with a reduction
of capital.


 


“CET1 Capital”
means, at any time, the sum, expressed in pounds sterling, of all amounts that constitute Common Equity Tier 1 Capital of the Regulatory
Group, at such time, less any deductions from Common Equity Tier 1 Capital of the Regulatory Group required to be made, at such time,
in each case as calculated by the Company on a consolidated and fully loaded basis in accordance with the Capital Regulations applicable
to the Regulatory Group as at that point in time (which calculation shall be binding on the Trustee and the Holders).


 


“CET1 Ratio”
means the ratio of CET1 Capital to Risk Weighted Assets expressed as a percentage and on the basis that all measures used in such calculation
shall be calculated on a fully loaded basis.


 


“commencement”
means, in relation to the winding up of the Company, the date on which such winding up commences, or is deemed to commence, determined
in accordance with Section 86 or 129 of the Insolvency Act 1986.


 


“Common
Equity Tier 1 Capital” shall have the meaning ascribed to such term in CRD as interpreted and applied in accordance with the
Capital Regulations then applicable to the Regulatory Group.


 


“Comparable
Treasury Issue” means, with respect to any Reset Period, the U.S. Treasury security or securities selected by the Company with
a maturity date on or about the last day of such Reset Period and that would be utilised, 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 five years.


 






    5 


     


    

 


“Comparable
Treasury Price” means, with respect to any Reset Date, (i) the arithmetic average of the Reference Treasury Dealer Quotations
for such Reset Date (calculated on the Reset Determination Date preceding such 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.


 


“Compliant
Securities” means securities issued directly by the Company that have terms not materially less favourable to an investor than
the terms of the Contingent Capital Notes (as determined by the Company in consultation with an Independent Financial Adviser), provided
that the Company has delivered an officer’s certificate to such effect (including as to such consultation) to the Trustee (upon
which the Trustee shall be entitled to conclusively rely on and accept such certificate without further enquiry and without liability
to any person) prior to the substitution or variation of the Contingent Capital Notes and provided that such substitution or varied securities:


 


(a) (1) contain
terms which comply with the then current requirements of the Capital Regulations in relation to Tier 1 Capital (as defined in the Capital
Regulations); (2) provide for the same interest rate and Interest Payment Dates from time to time applying to the Contingent Capital
Notes; (3) rank pari passu with the ranking of the Contingent Capital Notes; (4) preserve any existing rights under the Indenture to
any accrued interest or other amounts which have not been either paid or cancelled (but without prejudice to our right to cancel the
same under the terms of the Compliant Securities, if applicable); (5) preserve our obligations (including the obligations arising from
the exercise of any right) as to payments of principal in respect of the Contingent Capital Notes, including (without limitation) as
to the timing and amount of such payments; (6) contain terms providing for the conversion of the Contingent Capital Notes, the cancellation
of payments of interest thereon and/or write-down of the principal of the Contingent Capital Notes only if such terms are not materially
less favourable to an investor than the terms of the Contingent Capital Notes; and (7) qualify as hybrid capital instruments as defined
in section 475C of the Corporation Tax Act 2009, to the extent applicable (or in any equivalent provision in any applicable successor
legislation);


 


(b) are (1) admitted
to trading on the International Securities Market of the LSE or (2) listed on such other stock exchange as is a Recognised Stock Exchange
(as defined below) at that time as selected by the Company; and


 


(c) where the Contingent
Capital Notes which have been substituted or varied had a published rating (solicited by, or assigned with our cooperation) from a Rating
Agency (as defined below) immediately prior to their substitution or variation, at least two Rating Agencies have, or where only one
Rating Agency has published such a Rating, such Rating Agency has, ascribed, or announced their intention to ascribe, an equal or higher
published rating to the relevant Compliant Securities.


 






    6 


     


    

 


“control”
means, for the purposes of the definition of a Takeover Event:


 


		(a)	the acquisition or holding of legal or
                                            beneficial ownership of more than 50% of the issued ordinary shares of the Company; or



 


		(b)	the right to appoint and/or remove all
                                            or the majority of the members of the Board of Directors of the Company, whether obtained
                                            directly or indirectly and whether obtained by ownership of share capital, contract or otherwise.



 


and “controlled”
shall be construed accordingly.


 


“Conversion
Date” means the date on which the Automatic Conversion shall take place as specified in the Conversion Trigger Notice, which
shall occur without delay upon, and in any event within one month of, the occurrence of the Conversion Trigger Event.


 


“Conversion
Price” means $2.448, subject to the anti-dilution provisions set forth under Article 4.


 


“Conversion
Trigger Event” means any point in time at which the CET1 Ratio is less than 7.00%.


 


“Conversion
Trigger Notice” means the written notice to be delivered by the Company to the Trustee and the Holders of the Contingent Capital
Notes in accordance with Section 1.06 of the Contingent Convertible Securities Indenture and in the form of Exhibit B attached thereto
following the occurrence of the Conversion Trigger Event. The date on which the Conversion Trigger Notice shall be deemed to have been
given shall be the date on which it is dispatched by the Company to DTC (or if the Contingent Capital Notes are held in definitive form,
to the Holders of the Contingent Capital Notes directly). The Conversion Trigger Notice shall specify (i) that the Conversion Trigger
Event has occurred and the CET1 Ratio resulting in such Conversion Trigger Event, (ii) the Conversion Date, (iii) the then-prevailing
Conversion Price (which Conversion Price shall remain subject to any subsequent adjustment pursuant to ‎Article
4 up to the Conversion Date), (iv) the contact details of any Settlement Share Depository, or, if the Company has been unable to appoint
a Settlement Share Depository, such other arrangements for the issuance and/or delivery of the Settlement Shares, or, if the Holder elects,
ADSs or any Alternative Consideration to the Holders as it shall consider reasonable in the circumstances, (v) that the Company has the
option, at its sole and absolute discretion, to elect that a Settlement Shares Offer be conducted and that, if the Company so elects,
it will issue a Settlement Shares Offer Notice within ten Business Days following the Conversion Date notifying the Holders of its election
and (vi) the Suspension Date and that the Contingent Capital Notes shall remain in existence for the sole purpose of evidencing the Holder’s
right to receive Settlement Shares, or, if the Holder elects, ADSs or the Alternative Consideration, as applicable, from the Settlement
Share Depository and that the Contingent Capital Notes may continue to be transferable until the Suspension Date.


 






    7 


     


    

 


“CREST”
means the relevant system, as defined in the CREST Regulations, or any successor clearing system.


 


“CREST
Regulations” means the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378), as amended.


 


“Current
Market Price” means in respect of an ordinary share at a particular date, the average of the daily Volume Weighted Average
Price of an ordinary share on each of the five (5) consecutive Dealing Days ending on the Dealing Day immediately preceding such date;
provided that, if at any time during the said five (5) Dealing Day period the Volume Weighted Average Price shall have been based on
a price ex-dividend (or ex- any other entitlement) and during some other part of that period the Volume Weighted Average Price shall
have been based on a price cum-dividend (or cum-any other entitlement), then:


 


(i)       if
the ordinary shares to be created, issued, transferred or delivered do not rank for the dividend (or entitlement thereto) in question,
the Volume Weighted Average Price on the dates on which the ordinary shares shall have been based on a price cum-dividend (or cum- any
other entitlement), shall, for the purposes of this definition, be deemed to be the amount thereof reduced by an amount equal to the
Fair Market Value of any such dividend or entitlement per ordinary share as at the date of first public announcement relating to such
dividend or entitlement, in any such case, determined on a gross basis and disregarding any withholding or deduction required to be made
on account of tax, and disregarding any associated tax credit; or


 


(ii)       if
the ordinary shares to be created, issued, transferred or delivered do rank for the dividend (or entitlement) in question, the Volume
Weighted Average Price on the dates on which the ordinary shares shall have been based on a price ex-dividend (or ex- any other entitlement)
shall, for the purposes of this definition, be deemed to be the amount thereof increased by an amount equal to the Fair Market Value
of any such dividend or entitlement per ordinary share as at the date of first public announcement relating to such dividend or entitlement,
in any such case, determined on a gross basis and disregarding any withholding or deduction required to be made on account of tax, and
disregarding any associated tax credit;


 


and provided further
that, if on each of the said five (5) Dealing Days, the Volume Weighted Average Price shall have been based on a price cum-dividend (or
cum- any other entitlement) in respect of a dividend (or other entitlement) which has been declared or announced but the ordinary shares
to be issued and delivered do not rank for that dividend (or other entitlement), the Volume Weighted Average Price on each of such dates
shall, for the purposes of this definition, be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of
any such dividend or entitlement per ordinary share as at the date of first public announcement relating to such dividend or entitlement,
in any such case, determined on a gross basis and disregarding any withholding or deduction required to be made on account of tax, and
disregarding any associated tax credit;


 






    8 


     


    

 


and provided further
that, if the Volume Weighted Average Price of an ordinary share is not available on one or more of the said five (5) Dealing Days, (disregarding
for this purpose the proviso to the definition of Volume Weighted Average Price), then the average of such Volume Weighted Average Prices
which are available in that five (5) Dealing Day period shall be used (subject to a minimum of two such prices), and if only one, or
no, such Volume Weighted Average Price is available in the relevant period, the Current Market Price shall be determined in good faith
by an Independent Financial Adviser (acting as an expert).


 


“Dealing
Day” means a day on which the Relevant Stock Exchange or relevant stock exchange or securities market is open for business
and on which ordinary shares, Other Securities, options, warrants or other rights (as the case may be) may be dealt in (other than a
day on which the Relevant Stock Exchange or relevant stock exchange or securities market is scheduled to or does close prior to its regular
weekday closing time).


 


“Distributable
Items” means subject as otherwise defined in, and/or interpreted in accordance with, the Capital Regulations applicable to
the Company from time to time, the amount of the Company’s profits at the end of the latest financial year plus any profits brought
forward and reserves available for that purpose before distributions to holders of the Contingent Capital Notes, any Parity Securities
and Junior Securities less any losses brought forward, profits which are non-distributable pursuant to the Companies Act 2006 (U.K.)
(the “Companies Act”) or any other provisions of English law and/or Scots law from time to time applicable to the
Company or the Company’s Memorandum and Articles of Association from time to time (together, the “Articles of Association”)
and sums placed to non-distributable reserves in accordance with the Companies Act or other provisions of English law and/or Scots law
from time to time applicable to the Company or the Articles of Association, in each case with respect to the specific category of own
funds instruments to which such law or the Articles of Association relate; such profits, losses and reserves being determined on the
basis of the Company’s individual accounts and not on the basis of the Company’s consolidated accounts.


 


“DTC”
means The Depository Trust Company, or any successor clearing system.


 


“EEA Regulated
Market” means a market as defined by Article 4.1(14) of Directive 2004/39/EC of the European Parliament and of the Council
on markets in financial instruments (as amended from time to time) or similar law in the UK.


 


“Enforcement
Event” means any of (i) a Winding-up or Administration Event prior to the occurrence of a Conversion Trigger Event, (ii) a
Non-Payment Event, or (iii) a breach of a Performance Obligation.


 


“Equity
Share Capital” has the meaning provided in Section 548 of the Companies Act 2006.


 






    9 


     


    

 


“Extraordinary
Dividend” means any Cash Dividend that is expressly declared by the Company to be a capital distribution, extraordinary dividend,
extraordinary distribution, special dividend, special distribution or return of value to its Shareholders as a class or any analogous
or similar term, in which case the Extraordinary Dividend shall be such Cash Dividend.


 


“Fair Market
Value” means, with respect to any property on any date, the fair market value of that property as determined by an Independent
Financial Adviser in good faith, provided that (i) the Fair Market Value of a Cash Dividend shall be the amount of such Cash Dividend;
(ii) the Fair Market Value of any other cash amount shall be the amount of such cash; (iii) where Other Securities, options, warrants
or other rights are publicly traded on a stock exchange or securities market of adequate liquidity (as determined in good faith by an
Independent Financial Adviser), the Fair Market Value (a) of such Other Securities shall equal the arithmetic mean of the daily Volume
Weighted Average Prices of such Other Securities and (b) of such options, warrants or other rights shall equal the arithmetic mean of
the daily closing prices of such options, warrants or other rights, in the case of (a) and (b), during the period of five (5) Dealing
Days on the relevant stock exchange or securities market commencing on such date (or, if later, the first such Dealing Day such Other
Securities, options, warrants or other rights are publicly traded) or such shorter period as such Other Securities, options, warrants
or other rights are publicly traded; (iv) where Other Securities, options, warrants or other rights are not publicly traded on a stock
exchange or securities market of adequate liquidity (as aforesaid), the Fair Market Value of such Other Securities, options, warrants
or other rights shall be determined in good faith by an Independent Financial Adviser, on the basis of a commonly accepted market valuation
method and taking account of such factors as it considers appropriate, including the market price per ordinary share, the dividend yield
of an ordinary share, the volatility of such market price, prevailing interest rates and the terms of such Other Securities, options,
warrants or other rights, including as to the expiry date and exercise price (if any) thereof. Such amounts shall, in the case of (i)
above, be translated into the Relevant Currency (if declared, announced, made, paid or payable in a currency other than the Relevant
Currency, and if the relevant dividend is payable at the option of the Company or a shareholder in any currency additional to the Relevant
Currency, the relevant dividend shall be treated as payable in the Relevant Currency) at the rate of exchange used to determine the amount
payable to shareholders who were paid or are to be paid or are entitled to be paid the Cash Dividend in the Relevant Currency; and, in
any other case, shall be translated into the Relevant Currency (if expressed in a currency other than the Relevant Currency) at the Prevailing
Rate on that date. In addition, in the case of (i) and (ii) above, the Fair Market Value shall be determined on a gross basis and disregarding
any withholding or deduction required to be made on account of tax, and disregarding any associated tax credit.


 


“Final
Cancellation Date” means the date, as specified in the Settlement Request Notice, on which the Contingent Capital Notes in
relation to which no Settlement Notice has been received by the Settlement Share Depository on or before the Notice Cut-off Date shall
be cancelled, which date may be up to twelve (12) Business Days following the Notice Cut-off Date.


 






    10 


     


    

 


“First
Call Date” means June 28, 2031.


 


“First
Reset Date” means December 28, 2031.


 


“fully
loaded” means, in relation to a measure that is presented or described as being on a “fully loaded basis” that
such measure is calculated without applying the transitional provisions set out in Part Ten of the CRD Regulation, in accordance with
the Capital Regulations applicable to the Regulatory Group, as at the time such measure is calculated.


 


“Holder”
means a Person in whose name a Contingent Capital Note in global or definitive form is registered in the Contingent Convertible Security
Register.


 


“Independent
Financial Adviser” means an independent financial institution of international repute appointed by the Company at its own expense.


 


“Interest
Payment Date” means each of March 31, June 30, September 30 and December 31 of each year, commencing on September 30, 2021.


 


“Issue
Date” means June 28, 2021, being the date of the initial issue of the Contingent Capital Notes.


 


“Junior
Securities” means any ordinary shares or other securities or other obligations (including any guarantee, credit support or
similar undertaking) of the Company ranking, or expressed to rank, junior to the Contingent Capital Notes in a Winding-up or Administration
Event.


 


“Liabilities”
means the unconsolidated gross liabilities of the Company, as shown in the latest published audited balance sheet of the Company, adjusted
for contingent liabilities and prospective liabilities and for subsequent events in such manner as the directors of the Company may determine.


 


“New Conversion
Condition” shall be satisfied if by not later than seven calendar days following the occurrence of a Takeover Event where the
Acquirer is an Approved Entity, the Company shall have entered into arrangements to the Company’s satisfaction with the Approved
Entity pursuant to which the Approved Entity irrevocably undertakes to the Trustee, for the benefit of the Holders and Beneficial Owners,
to deliver the Relevant Shares to the Settlement Share Depository upon Automatic Conversion.


 


“New Conversion
Condition Effective Date” means the date with effect from which the New Conversion Condition shall have been satisfied.


 


“New Conversion
Price” means the amount determined by the Company in accordance with the following formula:


 


	NCP = ECP ×	VWAPRS 

    VWAPOS


 






    11 


     


    

 


where:


 


		NCP	is the New Conversion Price.



 


		ECP	is the Conversion Price in effect on the
                                            Dealing Day immediately prior to the New Conversion Condition Effective Date.



 


		VWAPRS	means the average of the Volume Weighted
                                            Average Price of the Relevant Shares (translated, if necessary, into U.S. dollars at the
                                            Prevailing Rate on the relevant Dealing Day) on each of the 10 Dealing Days ending on the
                                            Dealing Day prior to the date the Takeover Event shall have occurred (and where references
                                            in the definition of “Volume Weighted Average Price” to “ordinary shares”
                                            shall be construed as a reference to the Relevant Shares and in the definition of “Dealing
                                            Day”, references to the “Relevant Stock Exchange” shall be to the primary
                                            Regulated Market on which the Relevant Shares are then listed, admitted to trading or accepted
                                            for dealing).



 


		VWAPOS	is the average of the Volume Weighted
                                            Average Price of the ordinary shares (translated, if necessary, into U.S. dollars at the
                                            Prevailing Rate on the relevant Dealing Day) on each of the 10 Dealing Days ending on the
                                            Dealing Day prior to the date the Takeover Event shall have occurred.



 


“Non-Payment
Event” has the meaning specified in ‎Section 5.02.


 


“Non-Qualifying
Takeover Event” means a Takeover Event that is not a Qualifying Takeover Event.


 


“Notice
Cut-Off Date” means the date specified as such in the Settlement Request Notice.


 


“Notional
Preference Shares” means an actual or notional class of preference shares in the capital of the Company having an equal right
to return of assets in a Winding-up or Administration Event to, and so ranking pari passu with, the most senior class or classes
of issued preference shares with non-cumulative dividends (if any) in the capital of the Company from time to time and which have a preferential
right to a return of assets in the Winding-up or Administration Event over, and so rank ahead of all other classes of issued shares for
the time being in the capital of the Company but ranking junior to the claims of Senior Creditors and junior to any notional class of
preference shares in our capital which is referenced in any of our instruments for the purposes of determining a claim in our winding-up
or administration, and, as so referenced, (i) is expressed to have a preferential right to a return of assets in our winding-up or administration
over the holders of all other classes of shares for the time-being in our capital and (ii) is not expressed to rank junior to any other
notional class of preference shares in our capital.


 






    12 


     


    

 


“ordinary
shares” means the ordinary shares of the Company, with a nominal value of £1.00 each.


 


“Ordinary
Share Capital” has the meaning provided in Section 1119 of the Corporation Tax Act 2010.


 


“Other
Securities” means any securities including, without limitation, shares in the capital of the Company, or options, warrants
or other rights to subscribe for or purchase or acquire shares in the capital of the Company (and each an “Other Security”).


 


“Outstanding
Amount” has the meaning set forth in ‎Section 3.17(a).


 


“Parity
Securities” means the most senior ranking class or classes of non-cumulative preference shares in the capital of the Company
from time to time and any other securities of the Company or other securities or other obligations (including any guarantee, credit support
or similar undertaking) ranking, or expressed to rank, pari passu with the Contingent Capital Notes and/or such preference shares
following a Winding-up or Administration Event.


 


“Performance
Obligation” has the meaning specified in ‎Section 5.03.


 


“Prevailing
Rate” means, in respect of any currencies on any day, the spot rate of exchange between the relevant currencies prevailing
as at or about 12 noon (London time) on that date as appearing on or derived from the Relevant Page or, if such a rate cannot be determined
at such time, the rate prevailing as at or about 12 noon (London time) on the immediately preceding day on which such rate can be so
determined or, if such rate cannot be so determined by reference to the Relevant Page, the rate determined in such other manner as an
Independent Financial Adviser shall in good faith prescribe.


 


“Prospectus”
means the prospectus on Form F-3 related to the offering and sale of the Contingent Capital Notes dated December 13, 2017, as amended
or supplemented.


 


“Prudential
Regulation Authority” or “PRA” means the Prudential Regulation Authority or such other governmental authority
having primary supervisory authority with respect to the prudential regulation of the Company’s business.


 


“Qualifying
Takeover Event” means a Takeover Event where:


 


		(i)	the Acquirer is an Approved Entity;



 


		(ii)	the New Conversion Condition is satisfied;
                                            and



 


		(iii)	the Acquirer and persons “connected”
                                            with the Acquirer together have “control” of the Issuer (where “connected”
                                            and “control” have the same meanings as in section 1122 and 1124 of the Corporation
                                            Tax Act 2010 (to the extent applicable or in any equivalent provision in any applicable successor
                                            legislation)).



 






    13 


     


    

 


“Rating
Agency” means Moody’s Investors Service, Inc., S&P Global Ratings Inc., a division of S&P Global Inc., Fitch
Ratings, Inc., or any of their affiliates, or any successor.


 


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


 


“Record
Date” means the 15th calendar day preceding each Interest Payment Date, whether or not such day is a Business Day.


 


“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 any 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 for such Reset Date.


 


“Regular
Record Date” means, with respect to the payment of interest on the Contingent Capital Notes, the 15th calendar day (whether
or not a Business Day) preceding an Interest Payment Date.


 


“Regulated
Market” means an EEA Regulated Market or another regulated, regularly operating, recognized stock exchange or securities market
in an OECD member state.


 


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


 


“Relevant
Currency” means sterling or, if at the relevant time or for the purposes of the relevant calculation or determination the London
Stock Exchange is not the Relevant Stock Exchange, the currency in which the ordinary shares or the Relevant Shares (as applicable) are
quoted or dealt in on the Relevant Stock Exchange at such time.


 


“Relevant
Page” means the relevant page on Bloomberg or such other information service provider that displays the relevant information.


 






    14 


     


    

 


“Relevant
Shares” means Ordinary Share Capital of the Approved Entity that constitutes Equity Share Capital or the equivalent (or depositary
or other receipts representing the same) which is listed and admitted to trading on a Regulated Market.


 


“Relevant
Stock Exchange” means the London Stock Exchange or, if at the relevant time the ordinary shares are not at that time listed
and admitted to trading on the London Stock Exchange, the principal stock exchange or securities market on which the ordinary shares
are then listed, admitted to trading or quoted or accepted for dealing.


 


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


 


“Reset
Date” means the First Reset Date and every fifth anniversary thereafter.


 


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


 


“Reset
Period” means any period from and including each Reset Date to but excluding the next succeeding Reset Date.


 


“Risk Weighted
Assets” means, at any time, the aggregate amount, expressed in pounds sterling, of the risk weighted assets of the Regulatory
Group, at such time, as calculated by the Company on a consolidated and fully loaded basis in accordance with the Capital Regulations
applicable to the Regulatory Group (which calculation shall be binding on the Trustee and the Holders) and where the term “risk
weighted assets” means the risk weighted assets or total risk exposure amount, as calculated by the Company in accordance with
the Capital Regulations applicable to the Regulatory Group as at that point in time.


 


“secondary
non-preferential debts” shall have the meaning given to it in the Banks and Building Societies (Priorities on Insolvency) Order
2018 and any other law or regulation applicable to the Company which is amended by such order, as each may be amended or replaced from
time to time.


 


“Senior
Creditors” means creditors of the Company (i) who are unsubordinated creditors, (ii) whose claims are, or are expressed to
be, subordinated (whether only in the event of a Winding-up or Administration Event or otherwise) to the claims of unsubordinated creditors
of the Company but not further or otherwise, (iii) who are creditors in respect of any secondary non-preferential debts, or (iv) who
are subordinated creditors of the Company (whether as aforesaid or otherwise), other than those whose claims rank, or are expressed to
rank, pari passu with, or junior to, the claims of the Holders and/or pari passu with or junior to any claims ranking pari
passu with the claims of the Holders, in each case, in a Winding-up or Administration Event occurring prior to any Conversion Trigger
Event.


 


“Settlement
Date” means:


 






    15 


     


    

 


(i)       with
respect to any Contingent Capital Note in relation to which a Settlement Notice is received by the Settlement Share Depository on or
before the Notice Cut-off Date where the Company has not elected that the Settlement Share Depository will carry out a Settlement Shares
Offer in accordance with ‎Section 3.18, the date that is two (2)
Business Days after the latest of (i) the Conversion Date, (ii) the date on which the Company announces that it will not elect for the
Settlement Share Depository to carry out a Settlement Shares Offer (or, if no such announcement is made, the last date on which the Company
is entitled to give a Settlement Shares Offer Notice), and (iii) the date on which the relevant Settlement Notice has been received by
the Settlement Share Depository;


 


(ii)       with
respect to any Contingent Capital Note in relation to which a Settlement Notice is received by the Settlement Share Depository on or
before the Notice Cut-off Date where the Company has elected that the Settlement Share Depository will carry out a Settlement Shares
Offer in accordance with ‎Section 3.18, the date that is the later
of ‎(a) two (2) Business Days after the day on which the Settlement
Shares Offer Period expires or is terminated and ‎(b) two (2) Business
Days after the date on which such Settlement Notice has been so received by the Settlement Share Depository; and


 


(iii)       with
respect to any Contingent Capital Note in relation to which a Settlement Notice is not so received by the Settlement Share Depository
on or before the Notice Cut-off Date, the date on which the Settlement Share Depository delivers the relevant Settlement Shares, or,
if the Holder elects, ADSs or the Alternative Consideration, as applicable, to the relevant Holders or Beneficial Owners.


 


“Settlement
Notice” means a written notice (substantially in the form attached hereto as Exhibit F) to be delivered by a Holder or Beneficial
Owner (or custodian, broker, nominee or other representative thereof) to the Settlement Share Depository, with a copy to the Trustee,
on or before the Notice Cut-off Date containing the following information: (i) the name of the Holder or Beneficial Owner (or custodian,
broker, nominee or other representative thereof), (ii) the Tradable Amount of the book-entry interests in the Contingent Capital Notes
held by such Holder or Beneficial Owner (or custodian, broker, nominee or other representative thereof) on the date of such notice, (iii)
the name to be entered in the Company’s share register, (iv) whether Settlement Shares are to be delivered to the Holder or Beneficial
Owner or ADSs, if the Holder elects, are to be deposited with the ADS Depository on behalf of the Holder or Beneficial Owner into the
Company’s ADS facility, (v) the details of the CREST or other clearing system account (subject to the limitations set out in ‎Section
3.19(i)), the details of the registered account in the Company’s ADS facility or, if the Settlement Shares are not a participating
security in CREST or another clearing system, the address to which the Settlement Shares (or the Settlement Share Component, if any,
of any Alternative Consideration) and/or cash (if not expected to be delivered through DTC) should be delivered and (vi) such other details
as may be required by the Settlement Share Depository.


 






    16 


     


    

 


“Settlement
Request Notice” means the written notice (substantially in the form attached hereto as Exhibit E) to be delivered by the Company
to the Trustee directly and to DTC as the Holder of the Global Securities (or, if the Contingent Capital Notes are in definitive form,
by the Company to the Trustee directly and to the Holders at their registered addresses as shown on the Contingent Convertible Security
Register) on the Suspension Date requesting that Holders and Beneficial Owners complete a Settlement Notice and specifying (i) the Notice
Cut-off Date and (ii) the Final Cancellation Date.


 


“Settlement
Share Component” means that portion, if any, of the Alternative Consideration consisting of Settlement Shares.


 


“Settlement
Share Depository” means a reputable financial institution, depository entity, trust company or similar entity (which in each
such case is wholly independent of the Company) to be appointed by the Company on or prior to any date when a function ascribed to the
Settlement Share Depository in the Indenture is required to be performed, to perform such functions and which will be required to undertake,
for the benefit of the Holders and Beneficial Owners, to hold the Settlement Shares (and the Alternative Consideration, if any) on behalf
of such Holders and Beneficial Owners in one or more segregated accounts, unless otherwise required to be transferred out of such accounts
for the purposes of the Settlement Shares Offer on terms consistent with the Indenture.


 


“Settlement
Shares” means the ordinary shares credited as fully paid to be issued and delivered to the Settlement Share Depository by the
Company on the Conversion Date.


 


“Settlement
Shares Offer” has the meaning attributed to such term in ‎Section
3.18.


 


“Settlement
Shares Offer Price” has the meaning attributed to such term in ‎Section
3.18.


 


“Settlement
Shares Offer Notice” means the written notice (substantially in the form attached hereto as Exhibit D) to be delivered by the
Company to the Trustee directly and to the Holders at their addresses shown on the Contingent Convertible Security Register if the Company
has elected that a Settlement Shares Offer be made specifying (i) the Settlement Shares Offer Period, and (ii) the Suspension Date, if
the Suspension Date has not previously been specified in the Conversion Trigger Notice.


 


“Settlement
Shares Offer Period” means the period during which the Settlement Shares Offer may occur, which period shall end no later than
forty (40) Business Days after the delivery of the Settlement Shares Offer Notice.


 


“Shareholders”
means the holders of ordinary shares.


 


“Solvency
Condition” has the meaning set forth in ‎Section 6.01(e)
hereof.


 


“Subsidiary”
means a subsidiary or a “subsidiary undertaking” as such terms are defined in Sections 1159 and 1162 of the U.K. Companies
Act 2006.


 






    17 


     


    

 


“Successor
in Business” means, in relation to the Issuer, any entity which (i) acquires all or substantially all of the undertaking and/or
assets of the Issuer or (ii) acquires the beneficial ownership of the whole of the issued voting stock and/or share capital of the Issuer
or (iii) into which the Issuer is amalgamated, merged or reconstructed and where the Issuer is not the continuing company.


 


“Suspension
Date” means the date specified in the Conversion Trigger Notice or Settlement Shares Offer Notice as the date on which DTC
shall suspend all clearance and settlement of transactions in the Contingent Capital Notes in accordance with its rules and procedures.


 


A “Takeover
Event” shall occur if, at any time after the Issue Date, any person or persons acting in concert (as defined in the Takeover
Code of the United Kingdom Panel on Takeovers and Mergers) acquires control of the Company.


 


“Takeover
Event Notice” has the meaning attributed to such term as set forth in ‎Section
4.02.


 


“Tax Event”
has the meaning specified in ‎Section 3.09.


 


“Tradable
Amount” has the meaning specified in ‎Section 3.01(m) hereof.


 


“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 in the United
Kingdom within the context of the U.K. resolution under 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 obligation may be deemed to have been exercised.


 


“U.S. Treasury
Rate” means, with respect to any Reset Date from which such rate applies, the rate per annum equal to: (1) the average of the
yields on actively traded U.S. Treasury securities adjusted to constant maturity, for five-year maturities, for the five Business Days
immediately prior to the Reset Determination Date for such Reset Date and appearing under the caption “Treasury constant maturities”
at 5:00 p.m. (New York City time) on the Reset Determination Date for such Reset 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 five years; or (2) if such release (or any successor release) is not published during
the week immediately prior to the Reset Determination Date for such Reset 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 such Reset Date.


 






    18 


     


    

 


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


 


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 five years 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 five years) 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).


 


“Volume
Weighted Average Price” means, in respect of an ordinary share or Other Security on any Dealing Day, the order book volume-weighted
average price of an ordinary share or Other Security published by or derived (in the case of an ordinary share) from the relevant Bloomberg
page or (in the case of Other Securities (other than ordinary shares), options, warrants or other rights) from the principal stock exchange
or securities market on which such Other Securities, options, warrants or other rights are then listed or quoted or dealt in, if any,
or, in any such case, such other source as shall be determined in good faith to be appropriate by an Independent Financial Adviser on
such Dealing Day, provided that if on any such Dealing Day such price is not available or cannot otherwise be determined as provided
above, the Volume Weighted Average Price of an ordinary share, Other Security, option, warrant or other right, as the case may be, in
respect of such Dealing Day shall be the Volume Weighted Average Price, determined as provided above, on the immediately preceding Dealing
Day on which the same can be so determined or determined as an Independent Adviser might otherwise determine in good faith to be appropriate.


 


“Winding-up
or Administration Event” means:


 


(i) an order is
made, or an effective resolution is passed, for the winding up of the Company (excluding in any such case a solvent winding-up solely
for the purpose of a reconstruction, amalgamation, reorganization, merger or consolidation of the Company, or the substitution in place
of the Company of a Successor in Business, the terms of which have previously been approved by the Trustee or in writing by Holders of
not less than 2/3 (two-thirds) in aggregate principal amount of the Contingent Capital Notes); or


 


(ii) an administrator
of the Company is appointed and such administrator gives notice that it intends to declare and distribute a dividend.


 






    19 


     


    

 


Section 1.02.     
Separability Clause. In case any provision in this Eighth Supplemental Indenture or the Contingent Capital Notes 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 1.03.     
Benefits of Instrument. Nothing in this Eighth Supplemental Indenture, express or implied, shall give to any Person, other
than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim
under the Indenture.


 


Section 1.04.     
Relation to Contingent Convertible Securities Indenture. This Eighth Supplemental Indenture constitutes an integral part
of the Contingent Convertible Securities Indenture. Notwithstanding any other provision of this Eighth Supplemental Indenture, all provisions
of this Eighth Supplemental Indenture are expressly and solely for the benefit of the Holders and Beneficial Owners and any such provisions
shall not be deemed to apply to any other Securities issued under the Contingent Convertible Securities Indenture and shall not be deemed
to amend, modify or supplement the Contingent Convertible Securities Indenture for any purpose other than with respect to the Contingent
Capital Notes; provided that pursuant to and in accordance with Section 3.08 of the Contingent Convertible Securities Indenture, the
duties of the Trustee under the Indenture shall extend only to Persons deemed to be Holders.


 


Article
2

Amendments To The Contingent Convertible Securities Indenture


 


Section 2.01.     
Amended Definitions. With respect to the Contingent Capital Notes only, the definitions of “Capital Regulations”,
“CRD IV”, “CRD IV Directive”, “CRD IV Regulation” in Section 1.01 of the Contingent Convertible Securities
Indenture are amended and restated in their entirety by the following definitions:


 


“Capital
Regulations” means, at any time, the laws, regulations, requirements, guidelines and policies relating to capital adequacy
and/or minimum requirement for own funds and eligible liabilities and/or loss absorbing capacity binding on credit institutions (including,
without limitation, as to leverage) then in effect as applicable to the Company or the Regulatory Group including if and to the extent
applicable to the Company or the Regulatory Group and without limitation to the generality of the foregoing, any delegated or implementing
acts (such as regulatory technical standards) adopted by the European Commission, including as they form part of the domestic law of
the United Kingdom either on or before December 31, 2020 or by virtue of the EUWA, and as they may be amended or replaced by the laws
of England and Wales from time to time; and any laws or regulations as well as requirements, guidelines and policies adopted by the PRA
and/or any other national or European authority from time to time, in each case to the extent applicable to the Company or the Regulatory
Group (whether or not such laws, regulations, requirements, guidelines or policies are applied generally or specifically to the Company
or to the Regulatory Group), in each case relating to capital adequacy and/or minimum requirement for own funds and eligible liabilities
and/or loss absorbing capacity.


 






    20 


     


    

 


“CRD”
means (i) the CRD Directive and (ii) the CRD Regulation to the extent applicable to the Issuer or the Regulatory Group.


 


“CRD
Directive” means Directive 2013/36/EU of the European Parliament and of the Council of June 26, 2013 on access to the activity
of credit institutions and the prudential supervision of credit institutions and investment firms, as amended or replaced from time to
time (including as amended by Directive (EU) 2019/878 of the European Parliament and of the Council of 20 May 2019) and/or any Capital
Regulations , to the extent that they form part of the domestic law of the United Kingdom either on or before December 31, 2020 or by
virtue of the EUWA, and as they may be amended or replaced by the laws of England and Wales from time to time.


 


“CRD
Regulation” means Regulation (EU) No. 575/2013 of the European Parliament and of the Council of June 26, 2013 on prudential
requirements for credit institutions and investment firms amending Regulation (EU) No. 648/2012, as amended or replaced from time to
time (including as amended by Regulation (EU) 2019/876 of the European Parliament and of the Council of 20 May 2019, to the extent then
in application) and/or any Capital Regulations, to the extent that they form part of the domestic law of the United Kingdom either on
or before December 31, 2020 or by virtue of the EUWA, and as they may be amended or replaced by the laws of England and Wales from time
to time.


 


Article
3

The Contingent Capital Notes


 


Section 3.01.     
Form, Title, Terms and Payments. The form of any Security that is designated as a Contingent Capital Note shall be evidenced
by one or more global notes in registered form (each, a “Global Note”) deposited with, or on behalf of, DTC on the
Issue Date. The Global Notes shall be registered in the name of Cede & Co. and executed and delivered in substantially the form attached
hereto as Exhibit A. The terms of the Global Notes are hereby incorporated herein by reference and made a part hereof as if set forth
herein in full.


 


(a)           
There is hereby established a new series of Securities designated as the 4.600% Reset Perpetual Subordinated Contingent Convertible
Additional Tier 1 Capital Notes (the “Contingent Capital Notes”).


 






    21 


     


    

 


(b)           
The Contingent Capital Notes shall be issued in denominations of $200,000 principal amount and integral multiples of $1,000 in
excess thereof.


 


(c)           
The Contingent Capital Notes shall be initially limited in aggregate principal amount to $750,000,000. The Company may from time
to time, without the consent of the Holders, issue additional Contingent Capital Notes having the same ranking and same interest rate,
interest cancellation terms, redemption terms, Conversion Price and other terms as the Contingent Capital Notes described in this Eighth
Supplemental Indenture, except for the price to public and Issue Date. Any such additional Contingent Capital Notes subsequently issued
shall rank equally and ratably with the Contingent Capital Notes in all respects, so that such further Contingent Capital Notes shall
be consolidated and form a single series with the Contingent Capital Notes.


 


(d)           
The Contingent Capital Notes shall be perpetual Securities and shall have no Stated Maturity in respect of principal.


 


(e)           
The Securities shall not have a sinking fund.


 


(f)            
Any proposed transfer of an interest in the Contingent Capital Notes held in the form of a Global Note shall be effected through
the book-entry system maintained by DTC.


 


(g)           
The interest rate on the Contingent Capital Notes is set forth in ‎Section 3.02 hereof.


 


(h)           
All references to Foreign Government Securities and U.S. Government Obligations in the Contingent Convertible Securities Indenture
shall be deleted in their entirety and be inapplicable to the Contingent Capital Notes, including but not limited to the definition of
“Outstanding” in the Contingent Convertible Securities Indenture and any references to such terms in Sections 4.01, 4.02
and 4.03 of the Contingent Convertible Securities Indenture.


 


(i)            
Payments in respect of the Contingent Capital Notes, including payments of principal and interest, shall be subject to the conditions
set forth under Sections ‎3.02, ‎3.03, ‎3.04, ‎3.05, ‎3.13 and ‎3.15
hereof.


 


(j)            
The Contingent Capital Notes shall be subject to Automatic Conversion following the occurrence of a Conversion Trigger Event as
provided in ‎Section 3.16 hereof and shall be subject to the Enforcement Events as provided in ‎Article 5 hereof.


 


(k)           
The Company may, subject to ‎Section 3.13 hereof, redeem or repurchase the Contingent Capital Notes in accordance with
Sections ‎3.08, ‎3.09, ‎3.10 and ‎3.11 hereof.


 


(l)            
The Company shall undertake reasonable efforts to admit the Contingent Capital Notes to trading on the International Securities
Market of the London Stock Exchange on the Issue Date or as soon as practicable thereafter. The Company shall endeavor to maintain such
admission to trading as long as the Contingent Capital Notes remain outstanding.


 






    22 


     


    

 


(m)            
The denomination of each interest in a Global Note shall be the “Tradable Amount” of such book-entry interest.
Prior to the Automatic Conversion, the aggregate Tradable Amount of the interests in each Global Note shall equal such Global Note’s
outstanding principal amount. Following the Automatic Conversion, the principal amount of each Contingent Capital Note shall equal zero,
but the Tradable Amount of the book-entry interests in each Contingent Capital Note shall remain unchanged as a result of the Automatic
Conversion.


 


Section 3.02.     
Interest.


 


(a)           
From and including the Issue Date to but excluding the First Reset Date, interest will accrue on the Contingent Capital Notes
at an initial rate equal to 4.600% per annum. From and including each Reset Date to but excluding the next succeeding Reset Date (each
such period, a “Reset Period”), interest will accrue on the Contingent Capital Notes at a rate per annum equal to
the sum of the applicable U.S. Treasury Rate (as defined herein) as determined by the Calculation Agent on the relevant Reset Determination
Date and 3.100% converted to a quarterly rate in accordance with market convention (rounded to three decimal places, with 0.005 rounded
down). Subject to Sections ‎ ‎3.03 and ‎3.04‎
and the last two sentences of this paragraph below, and other than with respect to any interest payment made on the first
Interest Payment Date, interest, if any, on the Contingent Capital Notes shall be payable in four equal quarterly installments in arrear
on each Interest Payment Date in the relevant Reset Period, provided that if such Interest Payment Date is not a Business Day, the Interest
Payment Date shall be postponed to the next Business Day, and no further interest or other payment shall be owed or made in respect of
such delay. If any scheduled redemption date is not a Business Day, payment of interest, if any, and principal shall be postponed to
the next Business Day, but interest on that payment will not accrue during the period from and after any scheduled redemption date. If
any Reset Date is not a Business Day, the Reset Date shall occur on the next succeeding Business Day. Subject to Sections ‎3.03
and ‎3.04‎
below, if any interest payment on the Contingent Capital Notes is to be made on a date other than on an Interest Payment Date,
including on any scheduled redemption date, it shall be computed by the Calculation Agent by applying the interest rate applicable during
the applicable Reset Period and multiplying the product by “30/360” and rounding the resulting figure to the nearest cent
(half a cent being rounded upwards). For this purpose “30/360” means in respect of any period, the number of days in the
relevant period, from and including the first day in such period to but excluding the last day in such period, such number of days being
calculated on the basis of a 360 day year consisting of twelve (12) months of thirty (30) days, divided by 360.


 


(b)           
In addition to any other restrictions on payments of principal and interest contained in this Eighth Supplemental Indenture, no
payment of the principal amount of the Contingent Capital Notes following any proposed redemption or payment of interest on the Contingent
Capital 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.


 






    23 


     


    

 


Section 3.03.     
Interest Payments Discretionary.


 


(a)           
Interest on the Contingent Capital Notes shall be due and payable only at the full discretion of the Company, and the Company
shall have sole and absolute discretion at all times and for any reason to cancel (in whole or in part) any interest payment that would
otherwise be payable on any Interest Payment Date. If the Company does not make an interest payment in respect of the Contingent Capital
Notes on the relevant Interest Payment Date (or if the Company elects to make a payment of a portion, but not all, of such interest payment),
such non-payment shall evidence the Company’s exercise of its discretion to cancel such interest payment (or the portion of such
interest payment not paid), and accordingly such interest payment (or the portion thereof not paid) shall not be or become due and payable.
For the avoidance of doubt, if the Company provides notice to cancel a portion, but not all, of an interest payment in respect of the
Contingent Capital Notes, and the Company subsequently does not make a payment of the remaining portion of such interest payment on the
relevant Interest Payment Date, such non-payment shall evidence the Company’s exercise of its discretion to cancel such remaining
portion of such interest payment, and accordingly such remaining portion of the interest payment shall also not be due and payable.


 


(b)           
Interest on the Contingent Capital Notes shall only be due and payable on an Interest Payment Date to the extent it is not cancelled
or deemed cancelled (in each case, in whole or in part) in accordance with the provisions set forth in ‎Section 3.02(b), ‎Section
3.03(a), ‎Section 3.04, ‎Section 3.16(h) and ‎Section 6.01 hereof, respectively, and any interest cancelled
or deemed cancelled (in each case, in whole or in part) pursuant to such sections shall not be due and shall not accumulate or be payable
at any time thereafter, and Holders and Beneficial Owners shall have no rights thereto or to receive any additional interest or compensation
as a result of such cancellation or deemed cancellation of interest in respect of the Contingent Capital Notes. The Company may use such
cancelled payment without restriction to meet its obligations as they fall due.


 


Section 3.04.     
Restrictions on Interest Payments.


 


(a)           
Without limitation on the provisions of ‎Section 3.03 and subject to the extent permitted in paragraph ‎(b)
below hereof in respect of partial interest payments in respect of the Contingent Capital Notes, the Company shall not make an interest
payment in respect of the Contingent Capital Notes on any Interest Payment Date (and such interest payment shall therefore be deemed
to have been cancelled and thus shall not be due and payable on such Interest Payment Date) if:


 


(i)           
the Company has an amount of Distributable Items on any such scheduled Interest Payment Date that is less than the sum
of (i) all payments (other than redemption payments which do not reduce Distributable Items) made or declared by the Company since the
end of its latest financial year and prior to such Interest Payment Date on or in respect of any Parity Securities, the Contingent Capital
Notes and any Junior Securities and (ii) all payments (other than redemption payments which do not reduce Distributable Items) payable
by the Company on such Interest Payment Date (x) on the Contingent Capital Notes and (y) on or in respect of any Parity Securities or
any Junior Securities, in the case of each of (i) and (ii), excluding any payments already accounted for in determining the Distributable
Items, or


 






    24 


     


    

 


(ii)           
the Solvency Condition is not (or would not be) satisfied in respect of such interest payment.


 


(b)           
The Company may, in its sole discretion, elect to make a partial interest payment in respect of the Contingent Capital Notes on
any Interest Payment Date, only to the extent that such partial interest payment may be made without breaching the restriction in paragraph
‎(a) above.


 


(c)           
For purposes of this Eighth Supplemental Indenture, any interest cancelled pursuant to ‎Section 3.04(a) shall be deemed
cancelled under the terms of the Contingent Capital Notes and the Indenture and shall not be due and payable.


 


Section 3.05.     
Agreement to Interest Cancellation. By its acquisition of the Contingent Capital Notes, each Holder and each Beneficial
Owner shall be deemed to have acknowledged and agreed that:


 


(a)           
interest is payable solely at the discretion of the Company, and no amount of interest shall become due and payable in respect
of the relevant interest period to the extent that it has been (x) cancelled (in whole or in part) by the Company at the Company’s
sole discretion and/or (y) deemed cancelled (in whole or in part); and


 


(b)           
a cancellation or deemed cancellation of interest (in each case, in whole or in part) in accordance with the terms of the Indenture
and the Contingent Capital Notes shall not constitute a default in payment or otherwise under the terms of the Contingent Capital Notes
or the Indenture.


 


Section 3.06.     
Notice of Interest Cancellation. Notwithstanding anything to the contrary in the Indenture (including Section 1.06 of the
Contingent Convertible Securities Indenture), if practicable, the Company shall provide notice of any cancellation or deemed cancellation
of interest (in each case, in whole or in part) to the Holders of the Contingent Capital Notes through DTC (or, if the Contingent Capital
Notes are held in definitive form, to the Holders directly at their addresses shown in the Contingent Convertible Security Register)
and to the Trustee directly on or prior to the relevant Interest Payment Date. Failure to provide such notice shall have no impact on
the effectiveness of, or otherwise invalidate, any such cancellation or deemed cancellation of interest (and accordingly, such interest
will not be due and payable), or give the Holders and Beneficial Owners any rights as a result of such failure.


 


Section 3.07.     
Payment of Principal, Interest and Other Amounts.


 






    25 


     


    

 


(a)           
Payments of principal of and interest, if any, on the Contingent Capital Notes shall 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 and such payments on Contingent Capital
Notes represented by a Global Note shall be made through one or more Paying Agents appointed under the Contingent Convertible Securities
Indenture to DTC or its nominee, as the Holder of the Global Note. Initially, the Paying Agent and the Security Registrar for the Contingent
Capital Notes shall be The Bank of New York Mellon, London Branch, One Canada Square, London E14 5AL, United Kingdom. The Company may
change the Paying Agent without prior notice to the Holders of the Contingent Capital Notes, and in such an event the Company may act
as Paying Agent or Contingent Capital Securities Registrar.


 


(b)           
Payments of principal, interest and other amounts in respect of the Contingent Capital Notes represented by a Global Note shall
be made by wire transfer of immediately available funds on the date such payment is scheduled to be paid. The Company shall, on each
date on which any payment in respect of the Contingent Capital Notes becomes due, transfer to the Paying Agent such amount as may be
required for the purposes of such payment.


 


Section 3.08.     
Optional Redemption. Subject to the satisfaction of the Solvency Condition and the pre-conditions described in ‎Section
3.13 and ‎Section 3.14 hereof, the Company may, at the Company’s option and in its sole discretion on (i) any day falling
in the period commencing on (and including) the First Call Date and ending on (and including) the First Reset Date, and (ii) any Reset
Date thereafter, in each case at a redemption price equal to 100% of the principal amount of the Contingent Capital Notes together with
any Accrued Interest to (but excluding) the date of redemption.


 


Section 3.09.     
Optional Tax Redemption. Subject to the satisfaction of the Solvency Condition and the pre-conditions described in ‎Section
3.13 and ‎Section 3.14 hereof, if a Tax Event shall occur the Company may at any time and at the Company’s option and
in its sole discretion redeem the Contingent Capital Notes, in whole but not in part, at a redemption price equal to 100% of the principal
amount of the Contingent Capital Notes together with any Accrued Interest to (but excluding) the date of redemption. A “Tax
Event” will be deemed to have occurred with respect to the Contingent Capital Notes if, at any time, the Company shall determine
that, as a result of any change in, or amendment to, the laws or regulations of the U.K. or any political subdivision or any authority
thereof or therein having power to tax (including any treaty to which the U.K. or any political subdivision or any authority thereof
or therein is a party), or any change in the official application of such laws or regulations (including a decision of any court or tribunal
or the application by any tax authority), which change or amendment becomes effective or applicable, or, in the case of a change in or
amendment to law, where such change or amendment is enacted by a U.K. Act of Parliament or by a Statutory Instrument, if such U.K. Act
of Parliament or Statutory Instrument is enacted, on or after the Issue Date:


 






    26 


     


    

 


(a)           
in making a payment under the Contingent Capital Notes in respect of interest, the Company has or will or would on the next Interest
Payment Date become obligated to pay Additional Amounts;


 


(b)           
a payment of interest on the next Interest Payment Date in respect of any of the Contingent Capital Notes would be treated as
a “distribution” within the meaning of Section 1000 of the U.K. Corporation Tax Act 2010 (or any statutory modification or
re-enactment thereof for the time being);


 


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


 


(d)           
as a result of the Contingent Capital Notes being in issue, the Company would not be able to have losses or deductions (including
in respect of a payment of interest on the Contingent Capital Notes) set against the profits or gains, or profits or gains offset by
losses or deductions, of companies with which it is or would otherwise be grouped for applicable U.K. tax purposes (whether under the
group relief system current as at the date of issue of the Contingent Capital Notes or any similar system or systems having like effect
as may exist from time to time);


 


(e)           
a future write-down of the principal amount of the Contingent Capital Notes or conversion of the Contingent Capital Notes into
ordinary shares would result in a U.K. tax liability, or income, profit or gain being treated for U.K. tax purposes as accruing, arising
or being received;


 


(f)            
the Contingent Capital Notes would no longer be treated as loan relationships for U.K. tax purposes; or


 


(g)           
the Contingent Capital Notes or any part thereof would be treated as a derivative or an embedded derivative for U.K. tax purposes,


 


in each case, the
effect of which cannot be avoided by the Company taking reasonable steps available to it.


 


In any case where
the Company shall determine that as a result of a Tax Event, it is entitled to redeem the Contingent Capital Notes, it 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 Tax Event has occurred and
the effect of such Tax Event cannot be avoided by the Company taking reasonable steps available to it.


 


Section 3.10.     
Capital Disqualification Event Redemption. Subject to the satisfaction of the Solvency Condition and the pre-conditions
described in ‎Section 3.13 and ‎Section 3.14 hereof, the Company may, at the Company’s option and in its
sole discretion, at any time redeem the Contingent Capital Notes, in whole but not in part, at a redemption price equal to 100% of the
principal amount of the Contingent Capital Notes together with any Accrued Interest to (but excluding) the date fixed for redemption,
if, at any time on or after the Issue Date, a Capital Disqualification Event has occurred.


 






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Section 3.11.     
Optional Repurchase. The Company may at any time and from time to time and to the extent not prohibited by CRD repurchase
beneficially or procure others to repurchase beneficially for its account the Contingent Capital Notes in the open market, by tender
or by private agreement, in any manner and at any price or at differing prices. Contingent Capital Notes purchased or otherwise acquired
by the Company may be (i) held, (ii) resold or (iii) at the Company’s sole discretion, surrendered to the Trustee for cancellation
(in which case all Contingent Capital Notes so surrendered will forthwith be cancelled in accordance with applicable law and thereafter
may not be reissued or resold). Any such purchases will be subject to the satisfaction of the Solvency Condition and of the pre-conditions
described in ‎Section 3.13 hereof.


 


Section 3.12.     
Substitution or Variation. If a Tax Event or a Capital Disqualification Event has occurred, then the Company may, subject
to the conditions described under Section 3.13 below, but without any requirement for the consent or approval of the holders or beneficial
owners of the Contingent Capital Notes, at any time (whether before or following the First Call Date) either substitute the Contingent
Capital Notes in whole (but not in part) for, or vary the terms of the Contingent Capital Notes so that they remain or, as appropriate,
become, Compliant Securities.


 


Notice of any substitution
or variation of the Contingent Capital Notes due to the occurrence of a Tax Event or Capital Disqualification Event will be given by
the Company to DTC as the Holder of the Global Securities (or, if the Contingent Capital Notes are in definitive form, to the Holders
directly at their addresses shown on the Contingent Convertible Security Register) not less than fifteen (15) days, nor more than thirty
(30) days, before the date of such substitution or variation (as applicable). The Company shall deliver written notice of such substitution
or variation of the Contingent Capital Notes to the Trustee at least five (5) Business Days prior to the date on which the relevant notice
of substitution or variation is sent to Holders (unless a shorter notice period shall be satisfactory to the Trustee). Such notice shall
specify the date fixed for substitution or, as the case may be, variation of the Contingent Capital Notes and shall, except as otherwise
provided herein, be irrevocable.


 


Prior to the giving
of any notice of substitution or variation of the Contingent Capital Notes, the Company shall deliver to the Trustee an officer’s
certificate stating that (i) in the Company’s belief a Tax Event or Capital Disqualification Event has occurred and (ii) the terms
of the relevant Compliant Securities comply with the definition thereof. The Trustee is entitled to conclusively rely on and accept such
officer’s certificate without any further inquiry, in which event it shall be conclusive and binding on the Trustee and the holders
and beneficial owners of the Contingent Capital Notes. Subject to receipt of such certificate, the Trustee shall (at the Company’s
request and expense) use its reasonable endeavours to co-operate with the Company to give effect to the substitution or variation, provided
that the Trustee shall not be obliged to co-operate in any such substitution or variation if the securities resulting from such substitution
or variation, or the co-operation in such substitution or variation, would, in the opinion of the Trustee, have the effect of (i) exposing
the Trustee to any liability against which it is not indemnified and/or secured and/or pre-funded to its satisfaction; (ii) changing,
increasing or adding to the obligations or duties of the Trustee; or (iii) removing or amending any protection or indemnity afforded
to, or any other provision in favour of, the Trustee under the Indenture, this prospectus supplement and/or the Contingent Capital Notes.
If the Trustee does not so co-operate as provided above, the Company may, subject as provided above, redeem the Contingent Capital Notes
as provided in this ‎Article 3.


 






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Section 3.13.     
Pre-conditions to Redemptions, Repurchases, Substitution or Variation. Any redemption, repurchase, substitution or variation
of the Contingent Capital Notes by the Company as provided under Sections ‎3.08, ‎3.09, ‎3.10, ‎3.11,
3.12 and 3.14 of this Eighth Supplemental Indenture, is subject to (except to the extent the Capital Regulations no longer so require)
the Company having met the following conditions:


 


(a)           
the Company has given such notice to the PRA, as the PRA may then require before the Company becomes committed to the proposed
redemption, repurchase, substitutions or variation;


 


(b)           
in the case of any redemption or repurchase, the PRA has granted permission for the Company to make any such redemption or repurchase
of the Contingent Capital Notes upon a satisfactory finding that either:


 


(i)           
on or before such redemption or repurchase of any of the Contingent Capital Notes, the Company replaces such Contingent Capital
Notes with own funds instruments (as defined by the Capital Regulations) of an equal or higher quality at terms that are sustainable
for its income capacity; or


 


(ii)           
the Company has demonstrated to the satisfaction of the PRA that its own funds and eligible liabilities (as defined by the Capital
Regulations) would following such redemption or repurchase, exceed the requirements laid down in CRD and Directive 2014/59/EU, as amended
or replaced from time to time (including, without limitation, by Directive (EU) 2019/879), or similar laws in the United Kingdom (including,
without limitation, the Banking Act 2009, as amended) by a margin that the PRA considers necessary;


 


(c)           
no Conversion Trigger Notice has been delivered; and


 


(d)           
in the case of any redemption or repurchase, the Solvency Condition is satisfied in respect of the relevant payment on the date
scheduled for redemption or repurchase; and


 






    29 


     


    

 


(e)           
the Company has complied with any alternative or additional pre-conditions as set out in the Capital Regulations and/or required
by the PRA as a prerequisite to its permission for such redemptions or repurchases, at the time; and


 


(f)            
in the case of any substitution or variation, such substitution or variation being effected in compliance with any applicable
regulatory and legal requirements, including the Trust Indenture Act.


 


(g)           
with respect to Sections ‎3.09 and ‎3.10 only, and except to the extent that the Capital Regulations no
longer so require, the Company may only redeem or repurchase the Contingent Capital Notes before five years after the Issue Date if,
in addition to the condition set out in (b) above, the following conditions are met:


 


(i)           
in the case of a redemption due to a Tax Event pursuant to ‎Section 3.09, the Company demonstrates to the satisfaction
of the PRA that the Tax Event relating to the Contingent Capital Notes is material and was not reasonably foreseeable at the time of
issuance of the Contingent Capital Notes; or


 


(ii)           
in the case of a redemption due to the occurrence of a Capital Disqualification Event pursuant to ‎Section 3.10,
(x) the PRA considers such change to be sufficiently certain and (y) the Company demonstrates to the satisfaction of the PRA that the
Capital Disqualification Event was not reasonably foreseeable at the time of the issuance of the Contingent Capital Notes; or


 


(iii)           
before or at the same time as such redemption or repurchase of the Contingent Capital Notes, the Company replaces the Contingent
Capital Notes with own funds instruments (as defined by the Capital Regulations) of an equal or higher quality at terms that are sustainable
for its income capacity and the PRA has permitted that action on the basis of the determination that it would be beneficial from a prudential
point of view and justified by exceptional circumstances; or


 


(iv)           
the Contingent Capital Notes are repurchased for market making purposes in accordance with the Capital Regulations.


 


Section 3.14.     
Notice of Redemption.


 


(a)           
Before the Company may redeem the Contingent Capital Notes pursuant to Sections ‎3.08, ‎3.09 or ‎3.10,
the Company shall deliver to DTC as the Holder of the Global Securities (or, if the Contingent Capital Notes are in definitive form,
to the Holders directly at their addresses shown on the Contingent Convertible Security Register) prior notice of not less than fifteen
(15) days, nor more than thirty (30) days. The Company shall deliver written notice of such redemption of the Contingent Capital Notes
to the Trustee at least five (5) Business Days prior to the date on which the relevant notice of redemption is sent to Holders (unless
a shorter notice period shall be satisfactory to the Trustee). Such notice shall specify the Company’s election to redeem the Contingent
Capital Notes and the date fixed for such redemption and shall be irrevocable except in the limited circumstances described in paragraphs
‎(b), ‎(c), ‎(d), (e), ‎(f) or ‎(g) below.


 






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(b)           
If the Company has delivered a notice of redemption pursuant to clause ‎(a) of this ‎Section 3.14, but the
Solvency Condition is not satisfied immediately prior to, and immediately following, the date specified for redemption in such notice,
such redemption notice shall be automatically rescinded and shall be of no force and effect, and no payment in respect of the redemption
amount shall be due and payable.


 


(c)           
If the Company has delivered a notice of redemption pursuant to clause ‎(a) of this ‎Section 3.14, but prior
to the payment of the redemption amount with respect to such redemption a Conversion Trigger Notice has been delivered pursuant to ‎Section
3.16(b), such notice of redemption shall be automatically rescinded and shall be of no force and effect, and no payment in respect of
the redemption amount shall be due and payable.


 


(d)           
If the Company has delivered a notice of redemption pursuant to clause ‎(a) of this ‎Section 3.14, 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 the Company, the relevant redemption notice shall be automatically rescinded and shall be of no force and effect, and
no payment of the redemption amount shall be due and payable.


 


(e)           
If the Company has delivered a notice of redemption pursuant to clause ‎(a) of this ‎Section 3.14, but prior
to the date of any such redemption the Company has not given notice to the PRA and/or the PRA has objected to or refused to grant permission
to the Company, as applicable, to redeem the relevant Contingent Capital Notes (in each case to the extent, and in the manner, required
by the relevant Capital Regulations), such notice of redemption shall be automatically rescinded and shall be of no force and effect
and no payment in respect of any redemption amount, if applicable, shall be due and payable.


 


(f)            
If the Company has delivered a notice of redemption pursuant to clause ‎(a) of this ‎Section 3.14, but in
respect of any redemption proposed to be made prior to the fifth anniversary of the Issue Date, if and to the extent then required under
the Capital Regulations (A) in the case of redemption following the occurrence of a Tax Event, the Company has not demonstrated to the
satisfaction of the PRA that the Tax Event is material and was not reasonably foreseeable as at the Issue Date, or (B) in the case of
redemption following the occurrence of a Capital Disqualification Event, the PRA does not consider such change to be sufficiently certain
and/or the Company has not demonstrated to the satisfaction of the PRA that the relevant change was not reasonably foreseeable as at
the Issue Date; such notice of redemption shall be automatically rescinded and shall be of no force and effect and no payment
in respect of any redemption amount, if applicable, shall be due and payable.


 






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(g)           
If the Company has delivered a notice of redemption pursuant to clause ‎(a) of this ‎Section 3.14, but prior
to the payment of the redemption amount with respect to such redemption the Company is not in compliance with any alternative or additional
pre-conditions required by the PRA as a pre-requisite to its permission for such redemption, such notice of redemption shall be automatically
rescinded and shall be of no force and effect, and no payment in respect of the redemption amount shall be due and payable.


 


If any
of the events specified in paragraphs ‎(b), ‎(c),
‎(d), ‎(e),
‎(f) or ‎(g)
above occurs, the Company shall promptly deliver notice to DTC, as the Holder of the Global Securities (or, if the Contingent Capital
Notes are definitive Securities, to the Holders directly at their addresses shown on the Contingent Convertible Security Register) and
to the Trustee directly, specifying the occurrence of the relevant event.


 


Any notice
of redemption shall state:


 


(i)           
the redemption date;


 


(ii)           
that on the redemption date the redemption price will, subject to the satisfaction of the conditions set forth in the Indenture,
become due and payable upon each Contingent Capital Note being redeemed and that, subject to certain exceptions, interest will cease
to accrue on or after that date;


 


(iii)           
the place or places where the Contingent Capital Notes are to be surrendered for payment of the redemption price; and


 


(iv)           
the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to the Contingent Capital Notes being redeemed.


 


Section 3.15.     
Cancelled Interest Not Payable upon Redemption. Any interest payments that have been cancelled or deemed cancelled pursuant
to Sections ‎3.03 or ‎3.04 hereof shall not be payable if the Contingent Capital Notes are redeemed pursuant to
Sections ‎3.08, ‎3.09 or ‎3.10 hereof.


 


Section 3.16.     
Automatic Conversion upon Conversion Trigger Event.


 


(a)           
If the Conversion Trigger Event has occurred, then the Automatic Conversion shall occur on the Conversion Date and all of the
Company’s obligations under the Contingent Capital Notes shall be irrevocably and automatically released in consideration of the
Company’s issuance and delivery of the Settlement Shares to the Settlement Share Depository, and the principal amount of the Contingent
Capital Notes shall equal zero at all times thereafter (for the avoidance of doubt, the Tradable Amount shall remain unchanged as a result
of the Automatic Conversion). Under no circumstances shall such released obligations be reinstated. If the Company has been unable to
appoint a Settlement Share Depository, it shall effect, by means it deems reasonable in the circumstances (including, without limitation,
issuance of the Settlement Shares to another independent nominee or to the Holders of the Contingent Capital Notes directly), the issuance
and delivery of the Settlement Shares or any Alternative Consideration, as applicable, to the Holders of the Contingent Capital Notes,
and such issuance and delivery of the Settlement Shares or any Alternative Consideration, as applicable, shall irrevocably and automatically
release all of the Company’s obligations under the Contingent Capital Notes as if the Settlement Shares had been issued and delivered
to the Settlement Share Depository and, in which case, where the context so admits, references in this Eighth Supplemental Indenture
and the Contingent Capital Notes to the issue and delivery of Settlement Shares to the Settlement Share Depository shall be construed
accordingly and apply mutatis mutandis. Where practicable, the Company shall make such other arrangements to allow Holders, if
they so elect, to take delivery of their Settlement Shares in the form of ADSs.


 






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(b)           
Upon its determination that a Conversion Trigger Event has occurred, the Company shall ‎(a) immediately inform the
PRA of the occurrence of a Conversion Trigger Event, ‎(b) prior to the delivery of the Conversion Trigger Notice, deliver
to the Trustee an Officer’s Certificate substantially in the form attached hereto as Exhibit C, specifying that the Conversion
Trigger Event has occurred. The Trustee is entitled to conclusively rely on and accept such Officer’s Certificate without any duty
whatsoever of further inquiry as sufficient and conclusive evidence of the occurrence of the Conversion Trigger Event, in which event
such Officer’s Certificate shall be conclusive and binding on the Trustee, the Holders and the Beneficial Owners, and (c) deliver
a Conversion Trigger Notice to the Trustee directly and to DTC as the Holder of the Global Securities without delay after the occurrence
of such Conversion Trigger Event (and in any event within such period as the PRA may require).


 


(c)           
The date on which the Conversion Trigger Notice shall be deemed to have been given shall be the date on which it is dispatched
by the Company to DTC (or, if the Contingent Capital Notes are in definitive form, to the Holders and Beneficial Owners directly).


 


(d)           
The Company shall request that DTC post the Conversion Trigger Notice on its Reorganization Inquiry for Participants System pursuant
to DTC’s procedures then in effect (or such other system as DTC uses for providing notices to holders of securities). Within two
(2) Business Days of its receipt of the Conversion Trigger Notice, the Trustee shall transmit the Conversion Trigger Notice to the direct
participants in DTC holding the Contingent Capital Notes at such time.


 


(e)           
The Settlement Shares to be issued and delivered shall be so issued and delivered on terms permitting a Settlement Shares Offer
and shall, except where the Company has been unable to appoint a Settlement Share Depository and/or as otherwise provided herein and
by the Contingent Capital Notes, initially be registered in the name of the Settlement Share Depository, which, subject to a Settlement
Shares Offer, shall hold such Settlement Shares on behalf of the Holders and Beneficial Owners. By virtue of its holding of any Contingent
Capital Notes, each Holder and Beneficial Owner shall be deemed to have irrevocably directed the Company to issue and deliver the Settlement
Shares corresponding to the conversion of its holding of Contingent Capital Notes to the Settlement Share Depository (or to such other
relevant recipient).


 






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(f)            
The Settlement Share Depository (or the relevant recipient in accordance with this Eighth Supplemental Indenture and the terms
of the Contingent Capital Notes, as applicable) shall hold the Settlement Shares (and the Alternative Consideration, if any) on behalf
of the Holders and Beneficial Owners. For so long as the Settlement Shares are held by the Settlement Share Depository, each Holder and
Beneficial Owner shall be entitled to direct the Settlement Share Depository or such other relevant recipient, as applicable, to exercise
on its behalf all rights of an ordinary Shareholder (including voting rights and rights to receive dividends); provided, however, that
Holders and Beneficial Owners shall not have any rights to sell or otherwise transfer such Settlement Shares unless and until such time
as the Settlement Shares have been delivered to the Holders or Beneficial Owners in accordance with the procedures set forth under ‎Section
3.19 hereof.


 


(g)           
Provided that the Company issues and delivers the Settlement Shares to the Settlement Share Depository (or the relevant recipient
in accordance with the terms of the Contingent Capital Notes) in accordance with the terms of the Contingent Capital Notes and the Indenture,
with effect from and on the Conversion Date, Holders and Beneficial Owners shall have recourse only to the Settlement Share Depository
(or to such other relevant recipient, as applicable) for the delivery to them of Settlement Shares, or, if the Holder elects, ADSs or
the Alternative Consideration, as the case may be, to which such Holders and Beneficial Owners are entitled. Subject to the occurrence
of a Winding-up or Administration Event on or following the Conversion Trigger Event, if the Company fails to issue and deliver the Settlement
Shares upon Automatic Conversion to the Settlement Share Depository on the Conversion Date, the only right of Holders and Beneficial
Owners shall be to claim to have such Settlement Shares so issued and delivered.


 


(h)           
Effective upon, and following, the occurrence of the Automatic Conversion, provided that the Company issues and delivers the Settlement
Shares to the Settlement Share Depository (or the relevant recipient in accordance with the terms of the Contingent Capital Notes) in
accordance with the terms of the Contingent Capital Notes, Holders and Beneficial Owners shall not have any rights against the Company
with respect to repayment of the principal amount of the Contingent Capital Notes or payment of interest or any other amount on or in
respect of such Contingent Capital Notes, which liabilities of the Company shall be automatically released, and accordingly the principal
amount of the Contingent Capital Notes shall equal zero at all times thereafter. Any interest in respect of an interest period ending
on any Interest Payment Date falling between the date of a Conversion Trigger Event and the Conversion Date shall be deemed to have been
cancelled pursuant to ‎Section 3.03 above upon the occurrence of such Conversion Trigger Event and shall not be due and payable.


 






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(i)            
Notwithstanding any other provision herein, by its acquisition of the Contingent Capital Notes, each Holder and each Beneficial
Owner shall be deemed to have (i) agreed to all of the terms and conditions of the Contingent Capital Notes, including, without limitation,
to those related to (x) Automatic Conversion of its Contingent Capital Notes following the Conversion Trigger Event and (y) the appointment
of the Settlement Share Depository, the issuance of the Settlement Shares to the Settlement Share Depository (or to the relevant recipient
in accordance with the terms of this Eighth Supplemental Indenture or the Contingent Capital Notes) and the potential sale of the Settlement
Shares pursuant to a Settlement Shares Offer and acknowledged that such events in (x) and (y) may occur without any further action on
the part of such Holders or Beneficial Owners or the Trustee, (ii) agreed that effective upon, and following, the occurrence of the Automatic
Conversion, no amount shall be due and payable to the Holders or the Beneficial Owners under the Contingent Capital Notes and the liability
of the Company to pay any such amounts (including the principal amount of, or any interest in respect of, the Contingent Capital Notes)
shall be automatically released, and the Holders and the Beneficial Owners shall not have the right to give any direction to the Trustee
with respect to the Conversion Trigger Event and any related Automatic Conversion, (iii) waived, to the extent permitted by the Trust
Indenture Act, any claim against the Trustee arising out of its acceptance of its trusteeship under, and the performance of its duties,
powers and rights in respect of, the Indenture and in connection with the Contingent Capital Notes, including, without limitation, claims
related to or arising out of or in connection with the Conversion Trigger Event and/or any Automatic Conversion, and (iv) authorized,
directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Contingent Capital Notes
to take any and all necessary action, if required, to implement the Automatic Conversion without any further action or direction on the
part of such Holder or Beneficial Owner or the Trustee.


 


(j)            
The procedures set forth in this ‎Section 3.16 are subject to change to reflect changes in DTC practices, and the Company
may make changes to the procedures set forth in this ‎Section 3.16 to the extent reasonably necessary, in the opinion of the
Company, to reflect such changes in DTC practices. Any such changes shall be subject to the provisions of ‎Section 8.01.


 


(k)           
Notwithstanding anything to the contrary contained in the Indenture or the Contingent Capital Notes, once the Company has delivered
a Conversion Trigger Notice following the occurrence of a Conversion Trigger Event, (i) subject to the right of Holders and Beneficial
Owners pursuant to ‎Section 5.03 in the event of a failure by the Company to issue and deliver any Settlement Shares to the
Settlement Share Depository on the Conversion Date, the Indenture shall impose no duties upon the Trustee whatsoever with regard to an
Automatic Conversion upon a Conversion Trigger Event and the Holders and Beneficial Owners shall have no rights whatsoever under the
Indenture or the Contingent Capital Notes to instruct the Trustee to take any action whatsoever, and (ii) as of the date of the Conversion
Trigger Notice, except for any indemnity and/or security provided by any Holder or by any Beneficial Owner in such direction or related
to such direction, any direction previously given to the Trustee by any Holders or by any Beneficial Owners shall cease automatically
and shall be null and void and of no further effect; except in each case of ‎(i) and ‎(ii) of this ‎Section
3.16(k), with respect to any rights of Holders or Beneficial Owners with respect to any payments under the Contingent Capital Notes that
were unconditionally due and payable prior to the date of the Conversion Trigger Notice or unless the Trustee is instructed in writing
by the Company to act otherwise.


 






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(l)            
All authority conferred or agreed to be conferred by each Holder and Beneficial Owner pursuant to this ‎Section 3.16,
including the consents given by such Holder and Beneficial Owner, shall be binding upon the successors, assigns, heirs, executors, administrators,
trustees in bankruptcy and legal representatives of such Holder and Beneficial Owner.


 


(m)            
The Trustee shall not be liable with respect to (i) the calculation or accuracy of the CET1 Ratio in connection with the occurrence
of a Conversion Trigger Event and the timing of such Conversion Trigger Event, (ii) the failure of the Company to post or deliver the
underlying CET1 Ratio calculations of a Conversion Trigger Event to DTC, the Holders or the Beneficial Owners, (iii) any aspect of the
Company’s decision to deliver a Conversion Trigger Notice or the related Automatic Conversion, (iv) the adequacy of the disclosure
of these provisions in the Prospectus or any other offering material in respect of the Contingent Capital Notes or for the direct or
indirect consequences thereof or (v) any other requirement of the Company contained herein related to a Conversion Trigger Event or the
Automatic Conversion.


 


(n)           
Following the issuance and delivery of the Settlement Shares to the Settlement Share Depository (or to the relevant recipient
in accordance with the terms of the Contingent Capital Notes) on the Conversion Date, the Contingent Capital Notes shall remain in existence
until the applicable Cancellation Date for the sole purpose of evidencing the Holders’ and Beneficial Owners’ right to receive
Settlement Shares, or, if the Holder elects, ADSs or the Alternative Consideration, as the case may be, from the Settlement Share Depository
(or such other relevant recipient, as applicable).


 


(o)           
The Holders and Beneficial Owners shall not at any time have the option to convert the Contingent Capital Notes into Settlement
Shares.


 


(p)           
The occurrence of the Automatic Conversion shall not constitute an Enforcement Event.


 


Section 3.17.     
Settlement Shares.


 


(a)           
The number of Settlement Shares to be issued to the Settlement Share Depository on the Conversion Date shall equal the quotient
obtained by dividing the (i) aggregate principal amount of the Contingent Capital Notes Outstanding immediately prior to the Automatic
Conversion on the Conversion Date, (the “Outstanding Amount”) by (ii) the Conversion Price prevailing on the Conversion
Date. The number of Settlement Shares to be delivered to each Holder shall be rounded down, if necessary, to the nearest whole number
of Settlement Shares. Fractions of Settlement Shares will not be delivered to the Settlement Share Depository following the Automatic
Conversion and no cash payment shall be made in lieu thereof. The number of Settlement Shares to be held by the Settlement Share Depository
for the benefit of each Holder shall equal the number of Settlement Shares thus calculated multiplied by a fraction equal to (i) the
Tradable Amount of the book-entry interests in the Contingent Capital Notes held by such Holder on the Conversion Date divided by (ii)
the Outstanding Amount, rounded down, if necessary, to the nearest whole number of Settlement Shares.


 






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(b)           
The Settlement Shares issued following the Automatic Conversion shall be fully paid and non-assessable Ordinary Share Capital
and shall in all respects rank pari passu with the fully paid ordinary shares of the Company in issue on the Conversion Date,
except in any such case for any right excluded by mandatory provisions of applicable law, and except that the Settlement Shares so issued
shall not rank for (or, as the case may be, the relevant Holder or Beneficial Owner shall not be entitled to receive) any rights, the
record date for entitlement to which falls prior to the Conversion Date.


 


(c)           
The procedures set forth in this ‎Section 3.17 are subject to change to reflect changes in DTC practices, and the Company
may make changes to the procedures set forth in this ‎Section 3.17 to the extent reasonably necessary, in the opinion of the
Company, to reflect such changes in DTC practices as provided under ‎Section 3.19(a) hereof. Any such changes shall be subject
to the provisions of ‎Section 8.01.


 


Section 3.18.     
Settlement Shares Offer.


 


(a)           
Within ten (10) Business Days following the Conversion Date, the Company may, in its sole and absolute discretion, elect that
the Settlement Share Depository (or an agent on its behalf) make an offer of, in the Company’s sole and absolute discretion, all
or some of the Settlement Shares to, at the Company’s sole and absolute discretion, all or some of the Shareholders upon Automatic
Conversion (the “Settlement Shares Offer”), such offer to be at a cash price per Settlement Share that will be no
less than the Conversion Price (translated from U.S. dollars into pounds sterling at the then-prevailing rate as determined by the Company
in its sole discretion) and subject to certain adjustments as provided under ‎Article 4 of this Eighth Supplemental Indenture
(the “Settlement Shares Offer Price”).


 


(b)           
Any Settlement Shares Offer shall be made subject to applicable laws and regulations in effect at the relevant time and shall
be conducted, if at all, only to the extent that the Company, in its sole and absolute discretion, determines that the Settlement Shares
Offer is practicable. The Company reserves the right, in its sole and absolute discretion, to elect that the Settlement Share Depository
terminate the Settlement Shares Offer at any time during the Settlement Shares Offer Period. If the Company makes such an election, it
shall provide at least three (3) Business Days’ notice to the Trustee directly and to DTC as the Holder of the Global Securities
(or, if the Contingent Capital Notes are definitive Securities, by the Company to the Trustee directly and to the Holders at their addresses
shown on the Contingent Convertible Security Register) and if it does so, the Settlement Share Depositary may, in its sole and absolute
discretion, (including, without limitation, by changing the Suspension Date) take steps to deliver to Holders and Beneficial Owners (or
the custodian, nominee, broker or other representative thereof) of the Contingent Capital Notes the Settlement Shares or, if the Holder
elects, ADSs, as applicable, at a time that is earlier than the time at which such Holders and Beneficial Owners (or the custodian, nominee,
broker or other representative thereof) would have otherwise received the Alternative Consideration, had the Settlement Shares Offer
been completed.


 






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(c)           
Upon expiry of the Settlement Shares Offer Period, the Settlement Share Depository shall provide notice to the Holders of the
Contingent Capital Notes of the composition of the Alternative Consideration (and of the deductions to the Cash Component, if any, of
the Alternative Consideration (as set out in the definition of “Alternative Consideration” in ‎Section
1.01)) per $1,000 Tradable Amount of the Contingent Capital Notes. The Alternative Consideration will be held by the Settlement Share
Depository on behalf of the Holders and Beneficial Owners and will be delivered to Holders and Beneficial Owners pursuant to the procedures
set forth under ‎Section 3.19.


 


(d)           
The Cash Component of any Alternative Consideration shall be payable by the Settlement Share Depository to the Holders and Beneficial
Owners (or the custodian, nominee, broker or other representative thereof) of the Contingent Capital Notes whether or not the Solvency
Condition is satisfied.


 


(e)           
By its acquisition of the Contingent Capital Notes, each Holder and Beneficial Owner, acknowledges and agrees that, if the Company
elects, in its sole and absolute discretion, that a Settlement Shares Offer be conducted by the Settlement Share Depository, such Holder
or Beneficial Owner shall be deemed to have (i) irrevocably consented to any Settlement Shares Offer and, notwithstanding that such Settlement
Shares are held by the Settlement Share Depository on behalf of Holders and Beneficial Owners, to the Settlement Share Depository’s
using the Settlement Shares delivered to it to settle any Settlement Shares Offer, (ii) irrevocably consented to the transfer of the
beneficial interest it holds in the Settlement Shares delivered upon Automatic Conversion to the Settlement Share Depository or to one
or more purchasers identified by the Settlement Share Depository in connection with the Settlement Shares Offer, (iii) irrevocably agreed
that the Company and the Settlement Share Depository may take any and all actions necessary to conduct the Settlement Shares Offer in
accordance with the terms of the Contingent Capital Notes, and (iv) irrevocably agreed that none of the Company, the Trustee or the Settlement
Share Depository shall, to the extent permitted by applicable law, incur any liability to the Holders or Beneficial Owners in respect
of the Settlement Shares Offer (except for the obligations of the Settlement Share Depository in respect of the Holders’ and Beneficial
Owners’ entitlement to, and subsequent delivery of, any Alternative Consideration).


 


Section 3.19.     
Settlement Procedure.


 


(a)           
Delivery of the Settlement Shares, or, if the Holder elects, ADSs or the Alternative Consideration, as applicable, to the Holders
and Beneficial Owners shall be made in accordance with the procedures set forth in this ‎Section 3.19, which remain subject
to change to reflect changes in DTC practices and the Company may make changes to the procedures set forth in this ‎Section
3.19 to the extent necessary, in the opinion of the Company, to reflect such changes in DTC practices.


 


(b)           
The Settlement Shares Offer Notice shall specify the Suspension Date, provided that the Suspension Date has not previously been
specified in the Conversion Trigger Notice.


 






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(c)           
On the Suspension Date, the Company shall deliver, to the Trustee directly and to DTC as the Holder of the Global Securities (or,
if the Contingent Capital Notes are in definitive form, to the Holders directly at their addresses shown on the Contingent Convertible
Security Register), a Settlement Request Notice, pursuant to which the Company shall request that Holders and Beneficial Owners complete
a Settlement Notice and shall specify the Notice Cut-off Date and the Final Cancellation Date.


 


(d)           
Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) shall not receive delivery of
the relevant Settlement Shares, or, if the Holder elects, ADSs or the Alternative Consideration, as applicable, unless such Holders or
Beneficial Owners (or the custodian, nominee, broker or other representative thereof) deliver the Settlement Notice to the Settlement
Share Depository on or before the Notice Cut-off Date; provided that, if such delivery is made after the end of normal business hours
at the specified office of the Settlement Share Depository, such delivery shall be deemed for all purposes to have been made or given
on the next following Business Day.


 


(e)           
If the Contingent Capital Notes are held through DTC, the Settlement Notice must be given in accordance with the standard procedures
of DTC (which may include, without limitation, delivery of the notice to the Settlement Share Depository by electronic means) and in
a form acceptable to DTC and the Settlement Share Depository. With respect to any Contingent Capital Notes held in definitive form, the
Settlement Notice must be delivered to the specified office of the Settlement Share Depository together with the relevant Contingent
Capital Notes.


 


(f)            
Subject to satisfaction of the requirements and limitations set forth in this ‎Section 3.19 and provided that the Settlement
Notice and the relevant Contingent Capital Notes, if applicable, are delivered on or before the Notice Cut-Off Date, the Settlement Share
Depository shall deliver the relevant Alternative Consideration or Settlement Shares (rounded down to the nearest whole number of Settlement
Shares) to, or shall deposit such relevant Settlement Shares with the ADS Depository on behalf of, the relevant Holder or Beneficial
Owner (or custodian, nominee, broker or other representative thereof) of the relevant Contingent Capital Notes completing the relevant
Settlement Notice in accordance with the instructions given in such Settlement Notice or its nominee on the applicable Settlement Date.


 


(g)           
Each Settlement Notice shall be irrevocable. The Settlement Share Depository shall determine, in its sole and absolute discretion,
whether any Settlement Notice has been properly completed and delivered, and such determination shall be conclusive and binding on the
relevant Holder or Beneficial Owner. If any Holder or Beneficial Owner fails to properly complete and deliver a Settlement Notice and
the relevant Contingent Capital Notes, if applicable, the Settlement Share Depository shall be entitled to treat such Settlement Notice
as null and void.


 






    39 


     


    

 


(h)           
Neither the Company nor any member of the Group shall pay any taxes or duties (including without limitation, any stamp duty, stamp
duty reserve tax, or any other capital issue, transfer, registration, financial transaction or documentary tax or duty) arising upon
Automatic Conversion or that may arise or be paid as a consequence of the issue and delivery of Settlement Shares to the Settlement Share
Depository or in connection with the issue of ADSs. A Holder or Beneficial Owner must pay any taxes or duties (including without limitation,
any stamp duty, stamp duty reserve tax, or any other capital issue, transfer, registration, financial transaction or documentary tax
or duty) arising upon Automatic Conversion in connection with the issue and delivery of the Settlement Shares to the Settlement Share
Depository and/or the issue of ADSs and such Holder or Beneficial Owner must pay all, if any, such taxes or duties (including without
limitation, any stamp duty, stamp duty reserve tax, or any other capital issue, transfer, registration, financial transaction or documentary
tax or duty) arising by reference to any disposal or deemed disposal of such Holders or Beneficial Owner’s Contingent Capital Note
or interest therein. Any taxes and duties (including without limitation, any stamp duty, stamp duty reserves tax, or any other capital
issue, transfer, registration, financial transaction or documentary tax or duty) arising on delivery or transfer of Settlement Shares
to a purchaser in any Settlement Shares Offer shall be payable by the relevant purchaser of those Settlement Shares.


 


(i)            
Except to the extent a Holder or Beneficial Owner has elected to receive ADSs, the Settlement Shares (and the Settlement Share
Component, if any, of any Alternative Consideration) shall not be available for delivery (i) to, or to a nominee for any person providing
a clearance service within the meaning of Section 96 of the Finance Act 1986 of the United Kingdom (which would include delivery into
Euroclear or Clearstream, Luxembourg, but not, subject to (iii) below, delivery into CREST) or (ii) to a person, or nominee or agent
for a person, whose business is or includes issuing depository receipts within the meaning of Section 93 of the Finance Act 1986 of the
United Kingdom, in each case at any time prior to the “abolition day” as defined in Section 111(1) of the Finance Act 1990
of the United Kingdom, or (iii) to the CREST account of such a person described in ‎(i) or ‎(ii).


 


(j)            
The Company may make changes to the procedures set forth in this ‎Section 3.19 to the extent such changes are reasonably
necessary, in the opinion of the Company, to effect the delivery of the Settlement Shares or, if the Holder elects, ADSs, as applicable,
to the Holders and Beneficial Owners.


 


Section 3.20.     
Failure to Deliver a Settlement Notice. If any Holder or Beneficial Owner (or custodian, nominee, broker or other representative
thereof) fails to deliver a Settlement Notice and the relevant Contingent Capital Notes, if applicable, to the Settlement Share Depository
on or before the Notice Cut-off Date, the Settlement Share Depository shall continue to hold the Settlement Shares or Alternative Consideration
in respect of such Holder or Beneficial Owner, until a Settlement Notice (and the relevant Contingent Capital Notes, if applicable) are
so delivered; provided, however, that the relevant Contingent Capital Notes shall be cancelled on the Final Cancellation
Date, and any Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of Contingent Capital Notes
delivering a Settlement Notice after the Notice Cut-off Date shall be required to provide evidence of its entitlement to the relevant
Settlement Shares, or, if the Holder elects, ADSs or the Alternative Consideration, as applicable, satisfactory to the Settlement Share
Depository in its sole and absolute discretion in order to receive delivery of such Settlement Shares, Alternative Consideration or ADSs
(if so elected to be deposited with the ADS Depository on its behalf). The Company shall have no liability to any Holder or Beneficial
Owner of the Contingent Capital Notes for any loss resulting from such Holder’s or Beneficial Owner’s failure to receive
any Alternative Consideration, Settlement Shares or ADSs, or from any delay in the receipt thereof, in each case as a result of such
Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) failing to duly submit a Settlement Notice
and the relevant Contingent Capital Notes, if applicable, on a timely basis or at all.


 



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Section 3.21.     
Delivery of ADSs. In respect of Settlement Shares for which Holders or Beneficial Owners elect to be converted into ADSs
as specified in the Settlement Notice, subject to the Company’s right to elect that a Settlement Shares Offer be made in accordance
with ‎Section 3.18(a), the Settlement Share Depository shall deposit with the ADS Depository, the number of Settlement Shares
to be issued upon Automatic Conversion of the relevant Contingent Capital Notes, and the ADS Depository shall issue the corresponding
number of ADSs to such Holders or Beneficial Owner (per the ADS-to-ordinary share ratio in effect on the Conversion Date). Once deposited,
the ADS Depository shall be entitled to the economic rights of a holder or beneficial owner of the Settlement Shares for the purposes
of any dividend entitlement and otherwise on behalf of the ADS holders, and the Holder or Beneficial Owner will become the record holder
of the related ADSs for all purposes under the ADS Deposit Agreement. However, the issuance of the ADSs by the ADS Depository may be
delayed until the depositary bank or the custodian receives confirmation that all required approvals have been given and that the Settlement
Shares have been duly transferred to the custodian and that all applicable depositary fees and payments have been paid to the ADS Depository.


 


Section 3.22.     
Agreement with Respect to Exercise of U.K. Bail-in Power.


 


(a)           
Notwithstanding any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of
the Contingent Capital Notes, by its acquisition of the Contingent Capital Notes, each Holder and each Beneficial Owner 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 Contingent Capital Notes,
(ii) the conversion of all, or a portion of, the principal amount of, or interest on, the Contingent Capital Notes into ordinary shares
or other securities or other obligations of the Company or another person and/or (iii) the amendment of the amount of interest due on
the Contingent Capital 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 to the terms of the Contingent Capital Notes solely to give effect to
the above. Each Holder and Beneficial Owner of the Contingent Capital Notes further acknowledges and agrees that the rights of the Holders
and/or Beneficial Owners under the Contingent Capital 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 the avoidance of doubt, the potential conversion of the Contingent
Capital Notes into ordinary shares, other securities or other obligations in connection with the exercise of any U.K. bail-in power by
the relevant U.K. authority is separate and distinct from the Automatic Conversion following a Conversion Trigger Event.


 






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(b)           
By its acquisition of the Contingent Capital Notes, each Holder and Beneficial Owner:


 


(i)           
acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. authority with respect to the Contingent
Capital Notes or cancellation or deemed cancellation of interest on the Contingent Capital Notes pursuant to Sections ‎3.03
or ‎3.04 shall not give rise to a 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. authority with respect
to the Contingent Capital Notes;


 


(iii)           
acknowledges and agrees that, (A) 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 or Beneficial Owners of the Contingent Capital Notes under Section
5.12 of the Contingent Convertible Securities Indenture and (B) the Indenture shall impose no 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 Contingent Capital 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 Contingent Capital Notes) then
the Trustee’s duties under the Indenture shall remain applicable with respect to the Contingent Capital Notes following such completion
to the extent that the Company and the Trustee agree pursuant to a supplemental indenture, unless the Company and the Trustee agree that
a supplemental indenture is not necessary; and


 


(iv)           
shall be deemed to have (y) 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 Contingent Capital Notes and (z) authorized,
directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Contingent Capital 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 Contingent
Capital Notes as it may be imposed, without any further action or direction on the part of such Holder and such Beneficial Owner or the
Trustee.


 






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(c)           
Each Holder or Beneficial Owner that acquires its Contingent Capital 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 that acquire the Contingent Capital 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 Contingent Capital Notes, including in relation to interest cancellation,
Automatic Conversion, the U.K. bail-in power, the Settlement Shares Offer, the write-down in the event of a Non-Qualifying Takeover Event
and the limitations on remedies specified in ‎Section 5.04 hereof.


 


(d)           
No repayment of the principal amount of the Contingent Capital Notes following any proposed redemption of the Contingent Capital
Notes or payment of interest on the Contingent Capital 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 of such repayment or payment, 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.


 


(e)           
Upon the exercise of the U.K. bail-in power by the relevant U.K. authority with respect to the Contingent Capital 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 and Beneficial Owners of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information
purposes.


 


(f)            
The Company’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Contingent Convertible Securities
Indenture shall survive any exercise of the U.K. bail-in power by the relevant U.K. authority with respect to the Contingent Capital
Notes and any Automatic Conversion hereunder.


 


(g)           
The exercise of the U.K. bail-in power by the relevant U.K. authority with respect to the Contingent Capital Notes shall not constitute
an Enforcement Event.


 


Article
4

Anti-Dilution


 


Section 4.01.     
Adjustment of Conversion Price. Upon the occurrence of any of the events described below, the Conversion Price shall be
adjusted as follows:


 


(a)           
If and whenever there shall be a consolidation, reclassification, redesignation or subdivision in relation to the ordinary shares
which alters the number of ordinary shares in issue, the Conversion Price shall be adjusted by multiplying the Conversion Price in force
immediately prior to such consolidation, reclassification, redesignation or subdivision by the following fraction:


 


	 	A

    B


 


		where:	



 






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		A	is the aggregate number of ordinary shares
                                            in issue immediately before such consolidation, reclassification, redesignation or subdivision,
                                            as the case may be; and



 


		B	is the aggregate number of ordinary shares
                                            in issue immediately after, and as a result of, such consolidation, reclassification, redesignation
                                            or subdivision, as the case may be.



 


Such adjustment
shall become effective on the date the consolidation, reclassification, redesignation or subdivision, as the case may be, takes effect.


 


(b)           
If and whenever the Company shall issue any ordinary shares to Shareholders credited as fully paid by way of capitalization of
profits or reserves (including any share premium account or capital redemption reserve) other than (1) where any such ordinary shares
are or are to be issued instead of the whole or part of a Cash Dividend which the Shareholders would or could otherwise have elected
to receive, (2) where the Shareholders may elect to receive a Cash Dividend in lieu of such ordinary shares or (3) where any such ordinary
shares are or are expressed to be issued in lieu of a dividend (whether or not a Cash Dividend equivalent or amount is announced or would
otherwise be payable to the Shareholders, whether at their election or otherwise), the Conversion Price shall be adjusted by multiplying
the Conversion Price in force immediately prior to such issue by the following fraction:


 


	 	A

    B


 


		where:	



 


		A	is the aggregate number of ordinary shares
                                            in issue immediately before such issue; and



 


		B	is the aggregate number of ordinary shares
                                            in issue immediately after such issue.



 


Such adjustment
shall become effective on the date of issue of such ordinary shares.


 


(c)           
If and whenever the Company shall pay any Extraordinary Dividend to its Shareholders, the Conversion Price shall be adjusted by
multiplying the Conversion Price in force immediately prior to the Effective Date by the following fraction:


 


	 	A – B

       A


 


		where:	



 


		A	is the Current Market Price of one ordinary
                                            share on the Effective Date; and



 






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		B	is the portion of the aggregate Extraordinary
                                            Dividend attributable to one ordinary share, with such portion being determined by dividing
                                            the aggregate Extraordinary Dividend by the number of ordinary shares entitled to receive
                                            the relevant Extraordinary Dividend. If the Extraordinary Dividend shall be expressed in
                                            a currency other than the Relevant Currency, it shall be converted into the Relevant Currency
                                            at the Prevailing Rate on the relevant Effective Date.



 


Such adjustment
shall become effective on the Effective Date.


 


“Effective
Date” means, in respect of this ‎Section 4.01(c), the first
date on which the ordinary shares are traded ex-the Extraordinary Dividend on the Relevant Stock Exchange.


 


(d)           
If and whenever the Company shall issue ordinary shares to its Shareholders as a class by way of rights or the Company or any
member of the Group or (at the direction or request or pursuant to arrangements with the Company or any member of the Group) any other
company, person or entity, shall issue or grant to Shareholders as a class by way of rights, any options, warrants or other rights to
subscribe for or purchase ordinary shares, or any Other Securities which by their terms of issue carry (directly or indirectly) rights
of conversion into, or exchange or subscription for, any ordinary shares (or shall grant any such rights in respect of existing Other
Securities so issued), in each case at a price per ordinary share which is less than 95% of the Current Market Price per ordinary share
on the Effective Date, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the Effective
Date by the following fraction:


 


	 	A + B

    A + C


 


		where:	



 


		A	is the number of ordinary shares in issue
                                            on the Effective Date;



 


		B	is the number of ordinary shares which the
                                            aggregate consideration (if any) receivable for the ordinary shares issued by way of rights,
                                            or for the Other Securities issued by way of rights, or for the options or warrants or other
                                            rights issued by way of rights and for the total number of ordinary shares deliverable on
                                            the exercise thereof, would purchase at such Current Market Price per ordinary share on the
                                            Effective Date; and



 


		C	is the number of ordinary shares to be issued
                                            or, as the case may be, the maximum number of ordinary shares which may be issued upon exercise
                                            of such options, warrants or rights calculated as at the date of issue of such options, warrants
                                            or rights or upon conversion or exchange or exercise of rights of subscription or purchase
                                            in respect thereof at the initial conversion, exchange, subscription or purchase price or
                                            rate.



 






    45 


     


    

 


provided that if,
on the Effective Date, such number of ordinary shares is to be determined by reference to the application of a formula or other variable
feature or the occurrence of any event at some subsequent time, then for the purposes of this ‎Section
4.01(d), “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs
or had occurred as at the Effective Date and as if such conversion, exchange, subscription, purchase or acquisition had taken place on
the Effective Date.


 


Such adjustment
shall become effective on the Effective Date.


 


“Effective
Date” means, in respect of this ‎Section 4.01(d), the first
date on which the ordinary shares are traded ex-rights, ex-options or ex-warrants on the Relevant Stock Exchange.


 


For the purpose
of any calculation of the consideration receivable or price pursuant to this ‎Section
4.01(d), the following provisions shall apply:


 


		(i)	the aggregate consideration receivable
                                            or price for ordinary shares issued for cash shall be the amount of such cash;



 


		(ii)	(x) the aggregate consideration receivable
                                            or price for ordinary shares to be issued or otherwise made available upon the conversion
                                            or exchange of any Other Securities shall be deemed to be the consideration or price received
                                            or receivable for any such Other Securities and (y) the aggregate consideration receivable
                                            or price for ordinary shares to be issued or otherwise made available upon the exercise of
                                            rights of subscription attached to any Other Securities or upon the exercise of any options,
                                            warrants or rights shall be deemed to be that part (which may be the whole) of the consideration
                                            or price received or receivable for such Other Securities or, as the case may be, for such
                                            options, warrants or rights which are attributed by the Company to such rights of subscription
                                            or, as the case may be, such options, warrants or rights or, if no part of such consideration
                                            or price is so attributed, the Fair Market Value of such rights of subscription or, as the
                                            case may be, such options, warrants or rights as at the relevant Effective Date, plus in
                                            the case of each of (x) and (y) above, the additional minimum consideration receivable or
                                            price (if any) upon the conversion or exchange of such Other Securities, or upon the exercise
                                            of such rights of subscription attached thereto or, as the case may be, upon exercise of
                                            such options, warrants or rights and (z) the consideration receivable or price per ordinary
                                            share upon the conversion or exchange of, or upon the exercise of such rights of subscription
                                            attached to, such Other Securities or, as the case may be, upon the exercise of such options,
                                            warrants or rights shall be the aggregate consideration or price referred to in (x) or (y)
                                            above (as the case may be) divided by the number of ordinary shares to be issued upon such
                                            conversion or exchange or exercise at the initial conversion, exchange or subscription price
                                            or rate;



 






    46 


     


    

 


		(iii)	if the consideration or price determined
                                            pursuant to (i) or (ii) above (or any component thereof) shall be expressed in a currency
                                            other than the Relevant Currency, it shall be converted into the Relevant Currency at the
                                            Prevailing Rate on the relevant Effective Date;



 


		(iv)	in determining the consideration or
                                            price pursuant to the above, no deduction shall be made for any commissions or fees (howsoever
                                            described) or any expenses paid or incurred for any underwriting, placing or management of
                                            the issue of the relevant ordinary shares or Other Securities or options, warrants or rights,
                                            or otherwise in connection therewith; and



 


		(v)	the consideration or price shall be
                                            determined as provided above on the basis of the consideration or price received, receivable,
                                            paid or payable, regardless of whether all or part thereof is received, receivable, paid
                                            or payable by or to the Company or another entity.



 


(e)           
Notwithstanding provisions of Sections ‎4.01(a) through ‎(d) above:


 


(i)           
where the events or circumstances giving rise to any adjustment to the Conversion Price have already resulted or will result in
an adjustment to the Conversion Price or the events or circumstances giving rise to any adjustment arise by virtue of any other events
or circumstances that have already given or will give rise to an adjustment to the Conversion Price or where more than one event which
gives rise to an adjustment to the Conversion Price occurs within such a short period of time that, in the opinion of the Company, a
modification to the adjustment provisions is required to give the intended result, such modification shall be made to the operation of
the provisions of ‎Section 4.01(a) to ‎Section 4.01(d) as may be determined in good faith by an Independent
Financial Adviser to be in its opinion appropriate to give the intended result;


 


(ii)           
such modification shall be made to the operation of the provisions of ‎Section 4.01(a) to ‎Section
4.01(d) as may be determined in good faith by an Independent Financial Adviser to be in its opinion appropriate (x) to ensure that an
adjustment to the Conversion Price or the economic effect thereof shall not be taken into account more than once, (y) to ensure that
the economic effect of an Extraordinary Dividend is not taken into account more than once, and (z) to reflect a redenomination of the
issued ordinary shares for the time being into a new currency;


 






    47 


     


    

 


(iii)           
other than provided under paragraphs (i) and (ii) above, if any doubt shall arise as to whether an adjustment falls to be made
to the Conversion Price or as to the appropriate adjustment to the Conversion Price, the Company may at its discretion appoint an Independent
Financial Adviser and, following consultation between the Company and such Independent Financial Adviser, a written opinion of such Independent
Financial Adviser in respect thereof shall be conclusive and binding on the Company, the Holders and the Beneficial Owners, save in the
case of manifest error;


 


(iv)           
no adjustment will be made to the Conversion Price where ordinary shares or Other Securities (including rights, warrants and options)
are issued, offered, exercised, allotted, purchased, appropriated, modified or granted to, or for the benefit of, employees or former
employees (including directors holding or formerly holding executive office or the personal service company of any such person) or their
spouses or relatives, in each case, of the Company or any of its Subsidiaries or any associated company or to a trustee or trustees to
be held for the benefit of any such person, in any such case pursuant to any share or option scheme;


 


(v)           
on any adjustment, if the resultant Conversion Price has more decimal places than the initial Conversion Price, it shall be rounded
to the same number of decimal places as the initial Conversion Price (with 0.005 being rounded down). No adjustment shall be made to
the Conversion Price where such adjustment (rounded down if applicable) would be less than 1% of the Conversion Price then in effect.
Any adjustment not required to be made pursuant to the above, and/or any amount by which the Conversion Price has been rounded down,
shall be carried forward and taken into account in any subsequent adjustment, and such subsequent adjustment shall be made on the basis
that the adjustment not required to be made had been made at the relevant time and/or, as the case may be, that the relevant rounding
down had not been made;


 


(vi)           
notice of any adjustments to the Conversion Price shall be given by the Company to DTC as the Holder of the Global Securities
(or, if the Contingent Capital Notes are in definitive form, via the Trustee) promptly after the determination thereof;


 


(vii)           
any adjustment to the Conversion Price shall be subject to such Conversion Price not being less than the U.S. dollar equivalent
of the nominal amount of an ordinary share at such time (currently £1.00). The Company undertakes that it shall not take any action,
and shall procure that no action is taken, that would otherwise result in an adjustment to the Conversion Price to below such nominal
value then in effect; and


 


(viii)           
references to the Conversion Price shall be deemed to include the Settlement Shares Offer Price. References to the Conversion
Price and ordinary shares shall be deemed to include any New Conversion Price and any Relevant Shares, such that any New Conversion Price
shall be subject to price adjustments upon the occurrence of the events of set forth in Sections ‎4.01(a) through ‎(d)
above, subject to any modifications as an Independent Financial Adviser shall determine to be appropriate.


 






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Section 4.02.     
Takeover Event.


 


(a)           
Within ten (10) days following the occurrence of a Takeover Event, the Company shall give notice thereof to the Holders and Beneficial
Owners by means of a “Takeover Event Notice”, with a copy to the Trustee.


 


(b)           
The Takeover Event Notice shall specify:


 


		(i)	the identity of the Acquirer;



 


		(ii)	whether the Takeover Event is a Qualifying
                                            Takeover Event or a Non-Qualifying Takeover Event;



 


		(iii)	if it is a Qualifying Takeover Event,
                                            the New Conversion Price; and



 


		(iv)	in the case of a Non-Qualifying Takeover
                                            Event, unless the Conversion Date shall have occurred prior to the date of the Non-Qualifying
                                            Takeover Event, that, following such Non-Qualifying Takeover Event, outstanding Contingent
                                            Capital Notes shall not be subject to Automatic Conversion at any time notwithstanding that
                                            a Conversion Trigger Event may have occurred or may occur subsequently but that, instead,
                                            upon any subsequent Conversion Trigger Event (or where the Conversion Date occurs on or after
                                            the date of the Non-Qualifying Takeover Event), the principal amount of each Contingent Capital
                                            Note will be automatically written down to zero, the Contingent Capital Notes will be cancelled,
                                            the Holders and Beneficial Owners will be automatically deemed to have irrevocably waived
                                            their right to receive, and no longer have any rights against the Company with respect to
                                            repayment of the aggregate principal amount of the Contingent Capital Notes so written down
                                            and all Accrued Interest and any other amounts payable on the Contingent Capital Notes shall
                                            be automatically cancelled, irrespective of whether such amounts have become due and payable
                                            prior to the occurrence of the Conversion Trigger Event.



 


(c)           
If a Qualifying Takeover Event occurs, the Contingent Capital Notes shall, where the Conversion Date (if any) falls on or after
the New Conversion Condition Effective Date, be converted on such Conversion Date into Relevant Shares of the Approved Entity, mutatis
mutandis as provided under ‎Section 3.16 above, at a Conversion Price that shall be the New Conversion Price. Such conversion
shall be effected by the delivery by the Company of such number of Settlement Shares as set forth under ‎Section 3.16 above
to, or to the order of, the Approved Entity. Such delivery shall irrevocably discharge and satisfy all of the Company’s obligations
under the Contingent Capital Notes, but shall be without prejudice to the rights of the Trustee and the Holders and Beneficial Owners
against the Approved Entity in connection with its undertaking to deliver Relevant Shares as provided in the definition of “New
Conversion Condition”. Such delivery shall be in consideration of the Approved Entity irrevocably undertaking for the benefit of
the Holders and Beneficial Owners to deliver the Relevant Shares to the Settlement Share Depository. For the avoidance of doubt, the
Company may elect that a Settlement Shares Offer be made by the Settlement Share Depository in respect of the Relevant Shares.


 






    49 


     


    

 


(d)           
The New Conversion Price shall be subject to adjustment in the circumstances provided for under Sections ‎4.01(a) through
‎4.01(d) above (if necessary with such modifications as an Independent Financial Adviser acting in good faith shall determine
to be appropriate), and the Company shall give notice to the Holders of the New Conversion Price and of any such modifications thereafter.


 


(e)           
In the case of a Qualifying Takeover Event:


 


(i)           
the Company shall, on or prior to the New Conversion Condition Effective Date, enter into such agreements and arrangements (including,
without limitation, supplemental indentures to the Indenture and amendments and modifications to the terms and conditions of the Contingent
Capital Notes and the Indenture) as may be required to ensure that, effective upon the New Conversion Condition Effective Date, the Contingent
Capital Notes shall (following the occurrence of a Conversion Trigger Event) be convertible into, or exchangeable for, Relevant Shares
of the Approved Entity, mutatis mutandis in accordance with, and subject to, the provisions of ‎Section 3.16
of this Eighth Supplemental Indenture (as may be supplemented or amended), at the New Conversion Price; and


 


(ii)           
subject as set out above, the Company shall, where the Conversion Date falls on or after the New Conversion Condition Effective
Date, procure (to the extent within its control) the issue and/or delivery of the relevant number of Relevant Shares mutatis mutandis
in the manner provided under ‎Section 3.17 of this Eighth Supplemental Indenture (as may be supplemented or amended).


 


(f)            
Upon a Conversion Trigger Event occurring subsequently to a Non-Qualifying Takeover Event, the Company shall provide a written
notice to DTC as soon as practicable regarding the automatic write-down to zero of the Contingent Capital Notes for purposes of notifying
Holders of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes.


 


Section 4.03.     
Agreement with Respect to a Non-Qualifying Takeover Event.


 


(a)           
By its acquisition of the Contingent Capital Notes, each Holder and Beneficial Owner:


 


(i)           
acknowledges and agrees that in the case of a Non-Qualifying Takeover Event, unless the Conversion Date shall have occurred prior
to the date of the Non-Qualifying Takeover Event, following such Non-Qualifying Takeover Event, outstanding Contingent Capital Notes
shall not be subject to Automatic Conversion at any time notwithstanding that a Conversion Trigger Event may have occurred or may occur
subsequently but that, instead, upon any subsequent Conversion Trigger Event (or where the Conversion Date occurs on or after the date
of a Non-Qualifying Takeover Event), the principal amount of each Contingent Capital Note will be automatically written down to zero,
the Contingent Capital Notes will be cancelled, it will be automatically deemed to have irrevocably waived its right to receive, and
no longer have any rights against the Company with respect to repayment of the aggregate principal amount of the Contingent Capital Notes
so written down and all Accrued Interest and any other amounts payable on the Contingent Capital Notes shall be automatically cancelled,
irrespective of whether such amounts have become due and payable prior to the occurrence of the Conversion Trigger Event;


 






    50 


     


    

 


(ii)           
acknowledges and agrees that a write-down of the Contingent Capital Notes upon the occurrence of a Conversion Trigger Event following
a Non-Qualifying Takeover Event with respect to the Contingent Capital Notes shall not give rise to a 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;


 


(iii)           
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 taken by the Trustee or which
the Trustee abstains from taking, in either case in connection with the write-down to zero of the Contingent Capital Notes following
the occurrence of a Conversion Trigger Event subsequently to any Non-Qualifying Takeover Event;


 


(iv)           
acknowledges and agrees that, (A) in connection with the write-down to zero of the Contingent Capital Notes following the occurrence
of a Conversion Trigger Event subsequently to any Non-Qualifying Takeover Event, (a) the Trustee shall not be required to take any further
directions from Holders or Beneficial Owners of the Contingent Capital Notes under Section 5.12 of the Contingent Convertible Securities
Indenture and (B) the Indenture shall impose no additional duties upon the Trustee whatsoever in connection with the write-down to zero
of the Contingent Capital Notes following the occurrence of a Conversion Trigger Event subsequently to any Non-Qualifying Takeover Event;


 


(v)           
shall be deemed to have authorized, directed and requested DTC and any direct participant in DTC or other intermediary through
which it holds such Contingent Capital Notes to take any and all necessary action, if required, to implement the write-down to zero of
the Contingent Capital Notes, without any further action or direction on the part of such Holders and such Beneficial Owners of the Contingent
Capital Notes or the Trustee;


 


(b)           
A write-down of the Contingent Capital Notes upon the occurrence of a Conversion Trigger Event following a Non-Qualifying Takeover
Event with respect to the Contingent Capital Notes will not constitute an Enforcement Event.


 






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Section 4.04.     
Availability of Ordinary Shares. If and to the extent permitted by the Capital Regulations, from time to time and only
to the extent that such undertaking would not cause a Capital Disqualification Event to occur, the Company shall, notwithstanding any
Settlement Shares Offer, at all times keep available for issue, free from pre-emptive or other preferential rights, sufficient ordinary
shares to enable Automatic Conversion of the Contingent Capital Notes to be satisfied in full.


 


Article
5

Enforcement Events and Remedies


 


With respect to
the Contingent Capital Notes only, ‎Section 5.01 of the Contingent
Convertible Securities Indenture shall be amended and restated in its entirety as follows in ‎Section
5.01 hereof, Section 5.02 of the Contingent Convertible Securities Indenture shall be amended and restated in its entirety as follows
in Sections ‎5.02 and ‎5.03
hereof, Section 5.03(a) of the Contingent Convertible Securities Indenture shall be amended and restated in its entirety as follows in
‎Section 5.04 hereof, Section 5.03(b) of the Contingent Convertible
Securities Indenture shall be amended and restated in its entirety as follows in ‎Section
6.02 hereof, Section 5.13 of the Contingent Convertible Securities Indenture shall be amended and restated in its entirety as follows
in ‎Section 5.05 hereof, and references in the Contingent Convertible
Securities Indenture to such Sections shall be to such Sections as amended and restated in their entirety by this Eighth Supplemental
Indenture. Section 5.07 and Section 5.10 of the Contingent Convertible Securities Indenture shall apply to the Contingent Capital Notes
subject to the limitations on remedies specified in this ‎Article
5.


 


Section 5.01.     
Winding-up or Administration Event. If a Winding-up or Administration Event occurs prior to the occurrence of a Conversion
Trigger Event, subject to the subordination provisions of ‎Article 6, the principal amount of the Contingent Capital Notes
shall become immediately due and payable, without the need of any further action on the part of the Trustee, the Holders or any other
Person, including the declaration by the Trustee, the Holders or any other Person that the principal amount of the Contingent Capital
Notes will become immediately due and payable.


 


Section 5.02.     
Non-Payment Event. If the Company does not make payment of principal in respect of the Contingent Capital Notes for a period
of fourteen (14) calendar days or more after the date on which such payment is due (a “Non-Payment Event”), then the
Trustee, on behalf of the Holders and Beneficial Owners, may, at its discretion, or shall at the direction of Holders of 25% or more
of the aggregate principal amount of Outstanding Contingent Capital Notes, subject to any applicable laws, institute proceedings for
the winding up of the Company. In the event of a Winding-up or Administration Event or liquidation of the Company, whether or not instituted
by the Trustee, the Trustee may prove the claims of the Holders, Beneficial Owners and the Trustee in the Winding up or Administration
Event of the Company and/or claim in the liquidation of the Company, such claims as set out in ‎Section 6.01 hereof. For the
avoidance of doubt, the Trustee may not declare the principal amount of any outstanding Contingent Capital Notes to be due and payable
and may not pursue any other legal remedy, including a judicial proceeding for the collection of the sums due and unpaid on the Contingent
Capital Notes.


 






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Section 5.03.     
Limited Remedies for Breach of Performance Obligations. In the event of a breach of any term, obligation or condition binding
upon the Company under the Contingent Capital Notes or the Indenture (other than any payment obligation of the Company under or arising
from the Contingent Capital Notes or the Indenture, including payment of any principal or interest, including any damages awarded for
breach of any obligation) (such obligation, a “Performance Obligation”), the Trustee may without further notice
institute such proceedings against the Company as it may deem fit to enforce the Performance Obligation, provided that the Company shall
not by virtue of the institution of any such proceedings be obliged to pay any sum or sums, in cash or otherwise (including damages for
breach of any obligations under the Contingent Capital Notes) earlier than the same would otherwise have been payable under the Contingent
Capital Notes or the Indenture, but excluding any payments made to the Trustee acting on its own account in respect of its costs, expenses,
liabilities or remuneration. For the avoidance of doubt, any breach by the Company of any Performance Obligation shall not confer upon
the Trustee (acting on behalf of the Holders) and/or the Holders or Beneficial Owners of the Contingent Capital Notes any claim for damages
and, in the event of such a breach of a Performance Obligation, the sole and exclusive remedy that the Trustee (acting on behalf of the
Holders) and/or the Holders or Beneficial Owners of the Contingent Capital Notes may seek under the Contingent Capital Notes and the
Indenture is specific performance under the laws of the State of New York. By its acquisition of the Contingent Capital Notes, each Holder
and Beneficial Owner of the Contingent Capital Notes acknowledges and agrees (i) that such Holder and Beneficial Owner shall not seek,
and shall not direct the Trustee (acting on their behalf) to seek, any claim for damages against the Company in respect of any breach
by the Company of a Performance Obligation, and (ii) that the sole and exclusive remedy that such Holder and Beneficial Owner and/or
the Trustee (acting on their behalf) may seek under the Contingent Capital Notes and the Indenture for a breach by the Company of a Performance
Obligation is specific performance under the laws of the State of New York.


 


Section 5.04.     
No Other Remedies and Other Terms.


 


(a)           
Other than the limited remedies specified in this ‎Article 5, and subject to paragraph ‎(c) below, no remedy
against the Company shall be available to the Trustee (acting on behalf of the Holders) or to the Holders and Beneficial Owners, whether
for the recovery of amounts owing in respect of such Contingent Capital Notes or under the Indenture, or in respect of any breach by
the Company of any of the Company’s obligations under or in respect of the terms of such Contingent Capital Notes or under the
Indenture in relation thereto; provided, however, that the Company’s obligations to the Trustee under, and the Trustee’s
lien provided for in, Section 6.07 of the Contingent Convertible Securities Indenture and the Trustee’s rights to have money collected
applied first to pay amounts due to it under such Section pursuant to Section 5.06 of the Contingent Convertible Securities Indenture
shall not be limited or impaired by this Article 5 or otherwise and expressly survive any Enforcement Event and are not subject to the
subordination provisions of ‎Section 6.01 of this Eighth Supplemental Indenture.


 






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(b)           
For purposes of the Contingent Convertible Securities Indenture, “Event of Default” shall mean an “Enforcement
Event” as defined in this Eighth Supplemental Indenture, except that the term “Event of Default” as used in Article
8 of the Contingent Convertible Securities Indenture shall mean “Winding-up or Administration Event” and as used in
Article 5.08 of the Contingent Convertible Securities Indenture shall mean “Non-Payment Event”.


 


(c)           
Notwithstanding the limitations on remedies specified in this ‎Article 5, (i) the Trustee shall have such powers as
are required to be authorized to it under the Trust Indenture Act in respect of the rights of the Holders and Beneficial Owners under
the provisions of the Indenture, and (ii) nothing shall impair the right of a Holder or Beneficial Owner of the Contingent Capital Notes
under the Trust Indenture Act, absent such Holder’s or Beneficial Owner’s consent, to sue for any payment due but unpaid
with respect to the Contingent Capital Notes as provided for in Section 5.08 of the Contingent Convertible Securities Indenture; provided
that, in the case of (i) and (ii) above, any payments in respect of, or arising from, the Contingent Capital Notes, including any payments
or amounts resulting or arising from the enforcement of any rights under the Trust Indenture Act in respect of the Contingent Capital
Notes, shall be subject to the subordination provisions set forth in ‎Section 6.01 of this Eighth Supplemental Indenture.


 


(d)           
In furtherance of Section 6.01 of the Contingent Convertible Securities Indenture:


 


(i)           
For purposes of Sections 315(a) and 315(c) of the Trust Indenture Act, the term “default” is hereby defined to mean
an Enforcement Event which has occurred and is continuing.


 


(ii)           
Notwithstanding anything contained in the Contingent Convertible Securities Indenture to the contrary, the duties and responsibilities
of the Trustee under this Indenture shall be subject to the protections, exculpations and limitations on liability afforded to an indenture
trustee under the provisions of the Trust Indenture Act.


 


Section 5.05.     
Waiver of Past Defaults.


 


(a)           
Holders of not less than a majority in aggregate principal amount of the Outstanding Contingent Convertible Securities may on
behalf of the Holders of all of the Contingent Capital Notes waive any past Enforcement Event that results from a breach by the Company
of a Performance Obligation. Holders of a majority of the aggregate principal amount of the Outstanding Contingent Capital Notes shall
not be entitled to waive any past Enforcement Event that results from a Winding-up or Administration Event or a Non-Payment Event.


 


(b)           
Upon the occurrence of any waiver permitted by paragraph ‎(a) above, such Enforcement Event shall cease to exist, and
any Enforcement Event with respect to the Contingent Capital Notes arising therefrom shall be deemed to have been cured and not to have
occurred for every purpose of the Contingent Convertible Securities Indenture, but no such waiver shall extend to any subsequent or other
Enforcement Event or impair any right consequent thereon.


 






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Article
6

Subordination


 


Section 6.01.     
Subordination to Claims of Senior Creditors.


 


(a)           
With respect to the Contingent Capital Notes only, and pursuant to Section 12.01(a) of the Contingent Convertible Securities Indenture,
the extent and manner in which the payment of principal of (and premium, if any) and interest, if any, on the Contingent Convertible
Securities is subordinated to the claims of the holders of certain other present or future obligations of the Company shall be determined
as set out in this ‎Section 6.01. References in the Contingent Convertible Securities Indenture to Section 12.01(a) thereof
shall be to ‎Section 6.01 hereof. For the avoidance of doubt, no provision of Article 12 of the Contingent Convertible Securities
Indenture other than replacing Section 12.01(a) with this ‎Section 6.01 shall be amended by this Eighth Supplemental Indenture.


 


(b)           
The Contingent Capital Notes shall constitute the Company’s direct, unsecured and subordinated obligations, ranking pari
passu without any preference among themselves. The rights and claims of the Holders and Beneficial Owners in respect of or arising
from the Contingent Capital Notes (including any damages for breach of obligations thereunder, if payable) shall be subordinated to the
claims of Senior Creditors.


 


(c)           
If a Winding-up or Administration Event occurs before the date on which the Conversion Trigger Event occurs, there shall be payable
by the Company in respect of each Contingent Capital Note (in lieu of any other payment by the Company) such amount, if any, as would
have been payable to a Holder or Beneficial Owner if, on the day prior to the commencement of the Winding-up or Administration Event
and thereafter, such Holder or Beneficial Owner were the holder of one of a class of Notional Preference Shares on the assumption that
the amount that such Holder or Beneficial Owner was entitled to receive in respect of such Notional Preference Shares, on a return of
assets in such Winding-up or Administration Event, was an amount equal to the principal amount of the relevant Contingent Capital Note,
together with any Accrued Interest and any damages for breach of any obligations thereunder (if payable), regardless of whether the Solvency
Condition is satisfied on the date upon which the same would otherwise be due and payable.


 


(d)           
If a Winding-up or Administration Event occurs on or after the date on which the Conversion Trigger Event occurs but the Settlement
Shares to be issued and delivered to the Settlement Share Depository on the Conversion Date have not been so delivered, there shall be
payable by the Company in respect of each Contingent Capital Note (in lieu of any other payment by the Company) such amount, if any,
as would have been payable to the Holder or Beneficial Owner of such Contingent Capital Note in a Winding-up or Administration Event
if the Conversion Date in respect of the Automatic Conversion had occurred immediately before the occurrence of a Winding-up or Administration
Event (and, as a result, such Holder or Beneficial Owner were the holder of such number of the Company’s ordinary shares as such
Holder or Beneficial Owner would have been entitled to receive on the Conversion Date, ignoring for this purpose the Company’s
right to make an election for a Settlement Shares Offer to be effected pursuant to ‎Section 3.18 hereof), regardless of whether
the Solvency Condition is satisfied on the date upon which the same would otherwise be due and payable.


 






    55 


     


    

 


(e)           
Other than in the event of a Winding-up or Administration Event of the Company as described in paragraph ‎(c) and ‎(d)
above, or in relation to the Cash Component of any Alternative Consideration in any Settlement Shares Offer, payments in respect of or
arising from the Contingent Capital Notes (including any damages for breach of any obligations thereunder) shall, in addition to the
right of the Company to cancel payments of interest pursuant to ‎Section 3.03 or ‎3.04 hereof, be conditional upon
the Company’s being solvent at the time when the relevant payment is due to be made, and no principal, interest or other amount
shall be due and payable in respect of or arising from the Contingent Capital Notes except to the extent that the Company could make
such payment and still be solvent immediately thereafter (such condition referred to herein as the “Solvency Condition”).
For purposes of determining whether the Solvency Condition is met, the Company shall be considered to be solvent at a particular point
in time if (i) it is able to pay its debts as they fall due and (ii) its Assets are at least equal to its Liabilities. An Officer’s
Certificate (which shall only be required if the Company at the relevant time has not satisfied the Solvency Condition and is relying
on that fact as the basis for not making a payment on the Contingent Capital Notes) as to the Company’s solvency shall, unless
there is manifest error, be treated and accepted by the Company, the Trustee and any Holder as correct and sufficient evidence that the
Solvency Condition is not satisfied. The Trustee shall be entitled to rely absolutely on such certificate without liability to any person
without any obligation to verify or investigate the accuracy thereof. If the Company fails to make a payment because the Solvency Condition
is not satisfied, such payment shall not be or become due and payable and shall be deemed cancelled.


 


Section 6.02.     
No Set-Off. Subject to applicable law, the Trustee (acting on behalf of the Holders) and the Holders of the Contingent
Capital 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 Contingent Capital Notes, this Eighth Supplemental Indenture or the Contingent
Convertible Securities Indenture (or between the Company’s obligations under or in respect of the Contingent Capital 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 or Administration Event. Notwithstanding the above, if any of such rights and claims of any such
Holder against the Company are discharged by set-off, such Holder will immediately pay an amount equal to the amount of such discharge
to the Company or, in the event of any Winding-up or Administration Event, 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.


 






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Article
7

Satisfaction and Discharge


 


Section 7.01.     
Satisfaction and Discharge of Indenture. For purposes of the Contingent Capital Notes, ‎Section 4.01 of the
Contingent Convertible Securities Indenture shall be amended and restated in its entirety and shall read as follows:


 


This Indenture shall upon
Company Request cease to be of further effect with respect to the Contingent Capital Notes (except as to any surviving rights of registration
of transfer of the Contingent Capital Notes herein expressly provided for), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of the Indenture with respect to the Contingent Capital Notes when:


 


(a)           
all Contingent Capital Notes theretofore authenticated and delivered (other than Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 3.06 of the Contingent Convertible Securities Indenture) have been
delivered to the Trustee for cancellation;


 


(b)           
the Company has paid or caused to be paid all other sums payable hereunder (including Accrued Interest, if any) by the Company
with respect to the Contingent Capital Notes; 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 the Indenture with respect to the Contingent Capital Notes
have been complied with.


 


Notwithstanding
any satisfaction and discharge of the Indenture, the obligations of the Company to the Trustee under Section 6.07 of the Contingent Convertible
Securities Indenture, the obligations of the Trustee to any Authenticating Agent under Section 6.14 of the Contingent Convertible Securities
Indenture and the obligations of the Trustee under ‎Section 4.02
of the Contingent Convertible Securities Indenture and the last paragraph of Section 10.03 of the Contingent Convertible Securities Indenture
shall survive such satisfaction and discharge.


 


Article
8

Supplemental Indentures


 


Section 8.01.     
Amendments or Supplements without Consent of Holders. In addition to any permitted amendment or supplement to the Contingent
Convertible Securities Indenture pursuant to ‎Section 9.01 of the Contingent Convertible Securities Indenture, the Company
and the Trustee may amend or supplement the Indenture or the Contingent Capital Notes without notice to or the consent of any Holder
of the Contingent Capital Notes (i) to conform this Eighth Supplemental Indenture and the form or terms of the Contingent Capital Notes
to the section entitled “Description of the Contingent Capital Notes” as set forth in the Prospectus, (ii) to reflect changes
to the procedures set forth in ‎Section 3.16 or ‎Section 3.17 above or (iii) pursuant to ‎Section 3.22(b)(iii).


 






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Section 8.02.     
Amendments or Supplements With Consent of Holders. The Company and the Trustee may amend the Contingent Capital Notes and
the Indenture with respect to the Contingent Capital Notes as provided in ‎Section 9.02 of the Contingent Convertible Securities
Indenture. Notwithstanding the foregoing provision and in addition to the provisions of ‎Section 9.02 of the Contingent Convertible
Securities Indenture, without the consent of each Holder of an outstanding Security affected thereby, no amendment or waiver may make
any change that adversely affects the conversion rights of any of the Contingent Capital Notes. The Trustee shall be obliged to concur
with the Issuer in effecting any variations in the circumstances and as otherwise set out in Section 3.12 or on a Qualifying Takeover
Event without the consent of the Holders.


 


Section 8.03.     
Holders’ Approval of Amendments. The consent of the Holders is not necessary under the Indenture to approve the particular
form of any proposed amendment, supplement or waiver, but it will be sufficient if such consent approves the substance of such proposed
amendment, supplement or waiver. After an amendment, supplement or waiver becomes effective, the Company shall give to the Holders affected
by such amendment, supplement or waiver a notice in accordance with the Indenture briefly describing such amendment, supplement or waiver.
The Company shall mail supplemental indentures to Holders upon request. Any failure of the Company to mail such notice, or any defect
in such notice, will not, however, in any way impair or affect the validity of any such supplemental indenture or waiver.


 


Section 8.04.     
PRA Consent. No modification shall be effected to this Eighth Supplemental Indenture or in relation to the Contingent Capital
Notes, unless the Company has received any consent (or indication of no objection) from the PRA as may be required under the Capital
Regulations. The Trustee is entitled to request and rely on an Officer’s Certificate as to the satisfaction of this condition precedent
to any modification without further enquiry.


 


Article
9 


 


Amendments
to the Contingent Convertible Securities Indenture applicable to the Contingent Capital Notes only


 


Section 9.01.     
Additional Amounts. With respect to the Contingent Capital Notes only, Section 10.04 of the Contingent Convertible Securities
Indenture is amended and restated in its entirety and shall read as follows:


 


Section
10.04. Additional Amounts. All amounts of principal and interest, if any, on the Contingent Capital 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 “Taxing
Jurisdiction”), unless such deduction or withholding is required by law.


 






    58 


     


    

 


If deduction or
withholding of any such taxes, levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required by the
Taxing Jurisdiction, the Company will pay such additional amounts in respect of the payment of any interest on (but not, for the avoidance
of doubt, in respect of the payment of the principal amount of) the Contingent Capital Notes (“Additional Amounts”)
as may be necessary in order that the net amounts in respect of any interest paid to the Holders of the Contingent Capital Notes, after
such deduction or withholding, shall equal the amount of any interest which would have been payable in respect of such Contingent Capital
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 Contingent Capital Note is a domiciliary, national or resident of, or engaging in business
or maintaining a permanent establishment or physically present in, the Taxing Jurisdiction or otherwise has some connection with the
Taxing Jurisdiction other than the mere holding or ownership of a Contingent Capital Note, or the collection of any payment of (or in
respect of) any interest on the Contingent Capital Notes


 


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


 


(iii)           
the Holder or the beneficial owner of the Contingent Capital Note or the beneficial owner of any payment of (or in respect of)
any interest on such Contingent Capital 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, 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 or relief from all or part of such deduction
or withholding,


 


(iv)           
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,


 






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


 


nor shall
Additional Amounts be paid with respect to a payment of any interest on the Contingent Capital 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 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 this
Eighth Supplemental Indenture there is mentioned, in any context, the payment of any interest on, or in respect of, any Contingent Capital
Notes such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent
that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section
and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express
mention is not made.


 


Article
10

Miscellaneous


 


Section 10.01. 
Effect of Supplemental Indenture. Upon the execution and delivery of this Eighth Supplemental Indenture by each of the
Company and the Trustee, the Contingent Convertible Securities Indenture shall be supplemented and amended in accordance herewith, and
this Eighth Supplemental Indenture shall form a part of the Contingent Convertible Securities Indenture for all purposes in respect of
any Contingent Capital Notes.


 


Section 10.02. 
Other Documents to Be Given to the Trustee. As specified in ‎Section 9.03 of the Contingent Convertible Securities
Indenture and subject to the provisions of Section 6.03 of the Contingent Convertible Securities Indenture, the Trustee shall be entitled
to receive an Officer’s Certificate stating the recitals contained in ‎Section 1.02 of the Contingent Convertible Securities
Indenture have been complied with and an Opinion of Counsel stating that this Eighth Supplemental Indenture is permitted by the Contingent
Convertible Securities Indenture, conforms to the requirements of the Trust Indenture Act, and (subject to ‎Section 1.03 of
the Contingent Convertible Securities 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. The Trustee shall be entitled to rely on such Officer’s Certificate and Opinion
of Counsel as conclusive evidence that this Eighth Supplemental Indenture complies with the applicable provisions of the Contingent Convertible
Securities Indenture.


 






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Section 10.03. 
Notices to, and Consents Required from, the PRA to Be Given to the Trustee. The Trustee shall be entitled to receive, and
shall be fully protected in relying upon without any investigation, a copy of all notifications provided to, and prior consents required
from, the PRA pursuant to the Indenture.


 


Section 10.04. 
Survival. Anything herein to the contrary notwithstanding, for purposes of the Contingent Capital Notes, Section 6.08 of
the Contingent Convertible Securities Indenture is hereby amended in its entirety as follows: The Trustee’s right to payment of
its fees, reimbursement and indemnity under, and in its lien provided for in, Sections 5.06 and 6.07 of the Contingent Convertible Securities
Indenture shall survive the payment in full of the Contingent Capital Notes, the satisfaction and discharge of the Indenture, the Automatic
Conversion upon a Conversion Trigger Event, the resignation or removal of the Trustee, the termination for any reason of the Indenture
and any exercise of the U.K. bail-in power by the relevant U.K. authority with respect to the Contingent Capital Notes.


 


Section 10.05. 
Confirmation of Indenture. The Contingent Convertible Securities Indenture, as supplemented and amended by this Eighth
Supplemental Indenture, is in all respects ratified and confirmed, and the Contingent Convertible Securities Indenture and this Eighth
Supplemental Indenture shall, in respect of any Contingent Capital Notes, be read, taken and construed as one and the same instrument.
This Eighth Supplemental Indenture constitutes an integral part of the Contingent Convertible Securities Indenture with respect to the
Contingent Capital Notes. In the event of a conflict between the terms and conditions of the Contingent Convertible Securities Indenture
and the terms and conditions of this Eighth Supplemental Indenture, the terms and conditions of this Eighth Supplemental Indenture shall
prevail with respect to the Contingent Capital Notes.


 


Section 10.06. 
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 Contingent Convertible Securities
Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee.


 


Section 10.07. 
Governing Law. This Eighth Supplemental Indenture and the Contingent Capital Notes shall be governed by and construed in
accordance with the laws of the State of New York, except that (i) Sections ‎Section 6.01 and ‎Section 6.02 of
this Eighth Supplemental Indenture (other than the Trustee’s own rights, duties or immunities thereunder) shall be governed by
and construed in accordance with the laws of Scotland and (ii) the authorization and execution by the Company of this Eighth Supplemental
Indenture and the Contingent Capital Notes shall be governed by (in addition to the laws of the State of New York relevant to execution)
the jurisdiction of the Company.


 


Section 10.08. 
Entire Agreement. With respect to Contingent Capital Notes issued pursuant to this Eighth Supplemental Indenture, any agreements,
arrangements or understandings between the Company and any Holder and Beneficial Owner of the Contingent Capital Notes with respect to
the Contingent Capital Notes must be entered into in accordance with the terms of the Indenture.


 


Section 10.09. 
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 Pages
Follow]


 




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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 Company
	 	 
	 	By:	/s/ Donal Quaid
	 	 	Name:	Donal Quaid
	 	 	Title:	NatWest Group Treasurer


 


 


	 	THE BANK OF NEW YORK MELLON, acting through its London Branch

    as Trustee
	 	 
	 	By:	/s/ Michael Lee
	 	 	Name:	Michael Lee
	 	 	Title:	Authorized Signatory


 


 


 


 


 


 


 


 


 


 


[Signature Page
to Eighth Supplemental Indenture]


 




     


     


    

 


EXHIBIT A


 


FORM OF GLOBAL
NOTE


 


THIS SECURITY IS
A GLOBAL REGISTERED 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.


 


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


 


This Security is
one of a duly authorized issue of securities of the Company (as defined below) (herein called the “Securities” and
each, a “Security”) issued and to be issued in one or more series under and governed by the Contingent Convertible
Securities Indenture, dated as of August 10, 2015, as amended and supplemented by the Fifth Supplemental Indenture dated as of August
19, 2020 (the “Contingent Convertible Securities Indenture”), as supplemented by the Eighth Supplemental Indenture,
dated as of [●], 2021 (the “Eighth Supplemental Indenture” and, together with the Contingent Convertible Securities
Indenture, the “Indenture”). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed
to them in the Eighth Supplemental Indenture.


 


The rights of the
Holder and Beneficial Owners of this Security are, to the extent and in the manner set forth in Section 6.01 of the Eighth Supplemental
Indenture (which amends in its entirety Section 12.01(a) of the Contingent Convertible Securities Indenture), subordinated to the claims
of other creditors of the Company, and this Security is issued subject to the provisions of that Section 6.01, and the Holder (and Beneficial
Owners) of this Security, by accepting the same, agrees to, and shall be bound by, such provisions. The provisions of Sections 6.01 and
6.02 of the Eighth Supplemental Indenture and the terms of this paragraph are governed by, and shall be construed in accordance with,
Scots law.


 






    1 


     


    

 


The rights of the
Holder of this Security are subject to ‎Section 3.16 of the Eighth
Supplemental Indenture. Effective upon, and following, the occurrence of the Automatic Conversion, provided that the Company issues and
delivers the Settlement Shares to the Settlement Share Depository (or the relevant recipient in accordance with this Security or the
Eighth Supplemental Indenture), Holders and Beneficial Owners shall not have any rights against the Company with respect to repayment
of the principal amount of this Security or payment of interest or any other amount on or in respect of this Security, which liabilities
of the Company shall be irrevocably and automatically released, and accordingly the principal amount of this Security shall equal zero
at all times thereafter.


 


Notwithstanding
any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of the Contingent Capital
Notes, by its acquisition of the Contingent Capital Notes, each Holder and Beneficial Owner of the Contingent Capital 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 the (i) reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Contingent Convertible Securities,
(ii) the conversion of all, or a portion of, the principal amount of, or interest on, the Contingent Convertible Securities into ordinary
shares or other securities or other obligations of the Company or another person and/or (iii) the amendment of the amount of interest
due on the Contingent Capital 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 to the terms of the Contingent Convertible Securities, solely
to give effect to the above. With respect to (i), (ii) and (iii) above, references to principal and interest shall include payments of
principal and interest that have become due and payable, but which have not been paid, prior to the exercise of any U.K. bail-in power.
By its acquisition of the Contingent Capital Notes, each Holder and Beneficial Owner further acknowledges and agrees that the rights
of the Holders and/or Beneficial Owners under the Contingent Capital 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.


 


NATWEST
GROUP PLC

$[ ] []% Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes





 





	No. [    ]	$[                  ]


 


CUSIP NO. [             
]

ISIN 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 $[●] ([●]
Dollars), if and to the extent due, and to pay interest thereon, if any, in accordance with the terms hereof and the Indenture. The Contingent
Capital Notes shall have no fixed maturity or fixed redemption date. From (and including) the Issue Date to (but excluding) [●],
20[●] (the “First Reset Date”), the interest rate on the Contingent Capital Notes shall be [●]% per annum.
From and including the First Reset Date and each fifth anniversary date thereafter (each such date, a “Reset Date”),
to (but excluding) the


 






    2 


     


    

 


next
succeeding Reset Date, the applicable per annum rate shall be equal to the sum of the applicable U.S. Treasury Rate, as determined by
National Westminster Bank Plc (the “Calculation Agent”),
on the Reset Determination Date and [●]% converted to a quarterly rate in accordance with market convention (rounded to three decimal
places, with 0.005 being rounded). Subject to the provisions on the reverse of this Security relating to cancellation and deemed cancellation
of interest and to ‎Section 3.03, ‎Section
3.04, ‎Section 3.16(h) and ‎Section
6.01 of the Eighth Supplemental Indenture and to the two last sentences of this paragraph, interest, if any, shall be payable in four
equal quarterly installments in arrear on [●], [●], [●] and [●] of each year (each, an “Interest Payment
Date”). The first date on which interest may be paid will be [●], 2021. Subject to the limitations specified on the reverse
of this Security, if any interest payment is to be made in respect of the Contingent Capital Notes on any other date, including on any
scheduled redemption date, it shall be calculated by the Calculation Agent by applying the interest rate as described above and multiplying
the product by 30/360 and rounding the resulting figure to the nearest cent (half a cent being rounded upwards). For this purpose “30/360”
means, in respect of any period, the number of days in the relevant period, from and including the first day in such period to but excluding
the last day in such period, such number of days being calculated on the basis of a 360 day year consisting of 12 months of 30 days each,
divided by 360.


 


“U.S. Treasury
Rate” means, with respect to any Reset Date from which such rate applies, the rate per annum equal to: (1) the average of the
yields on actively traded U.S. Treasury securities adjusted to constant maturity, for five-year maturities, for the five Business Days
immediately prior to the Reset Determination Date for such Reset Date and appearing under the caption “Treasury constant maturities”
at 5:00 p.m. (New York City time) on the Reset Determination Date for such Reset 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 five years; or (2) if such release (or any successor release) is not published during
the week immediately prior to the Reset Determination Date for such Reset 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 such Reset Date.


 


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


 


If the U.S. Treasury
Rate cannot be determined, for whatever reason, as described under (1) or (2) above, “U.S. Treasury Rate” means the
rate in percentage per annum as notified by the Calculation Agent to the Company equal to the yield on U.S. Treasury securities having
a maturity of five years 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 five years) 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).


 






    3 


     


    

 


“Comparable
Treasury Issue” means, with respect to any Reset Period, the U.S. Treasury security or securities selected by the Company with
a maturity date on or about the last day of such Reset Period and that would be utilised, 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 five years.


 


“Comparable
Treasury Price” means, with respect to any Reset Date, (i) the arithmetic average of the Reference Treasury Dealer Quotations
for such Reset Date (calculated on the Reset Determination Date preceding such 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 any 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 for such Reset Date.


 


The “Reset
Determination Date” shall be the second Business Day immediately preceding each Reset Date.


 


“Reset
Period” means any period from and including each Reset Date to but excluding the next succeeding Reset Date.


 


If any Interest
Payment Date is not a Business Day, the Interest Payment Date shall be postponed to the next Business Day, and no further interest or
other payment shall be owed or made in respect of such delay.


 


If any scheduled
redemption date is not a Business Day, payment of interest, if any, and principal shall be postponed to the next Business Day, but interest
on that payment will not accrue during the period from and after any scheduled redemption date. If any Reset Date is not a Business Day,
the Reset Date shall occur on the next succeeding Business Day.


 






    4 


     


    

 


The interest, if
any, so payable, and paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Security is registered at the close of business on the Regular Record Date for such interest which shall be the 15th
calendar day preceding each Interest Payment Date, whether or not such day is a Business Day.


 


In addition to any
other restrictions on payments of principal and interest contained in the Eighth Supplemental Indenture, no payment of the principal
amount of this Security following any proposed redemption or payment of interest on this Security 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.


 


Interest on the
Contingent Capital Notes shall be due and payable only at the full discretion of the Company, and the Company shall have sole and absolute
discretion at all times and for any reason to cancel (in whole or in part) any interest payment that would otherwise be payable on any
Interest Payment Date. If the Company elects not to make an interest payment in respect of the Contingent Capital Notes on the relevant
Interest Payment Date (or if the Company elects to make a payment of a portion, but not all, of such interest payment), such non-payment
shall evidence the Company’s exercise of its discretion to cancel such interest payment (or the portion of such interest payment
not paid), and accordingly such interest payment (or the portion thereof not paid) shall not be or become due and payable.


 


Any interest cancelled
or deemed cancelled (in each case, in whole or in part) pursuant to this Security shall not be due and shall not accumulate or be payable
at any time thereafter, and Holders and Beneficial Owners of the Contingent Capital Notes shall have no right to or claim against the
Company with respect to such interest amount. In addition, any such cancellation or deemed cancellation shall not constitute a default
under this Security and Holders and Beneficial Owners of this Security shall have no rights thereto or to receive any additional interest
or compensation as a result of such cancellation or deemed cancellation.


 


Without limitation
on the foregoing paragraph, the Company shall cancel any interest in respect of the Contingent Capital Notes (or, as appropriate, any
part thereof) on any Interest Payment Date (and such interest payment shall therefore be deemed to have been cancelled and thus shall
not be due and payable on such Interest Payment Date) if in respect of such Interest Payment Date (a) the Company has an amount of Distributable
Items on such scheduled Interest Payment Date that is less than the sum of (i) all payments (other than redemption payments which do
not reduce Distributable Items) made or declared by the Company since the end of the Company’s latest financial year and prior
to such Interest Payment Date on or in respect of any Parity Securities, the Contingent Capital Notes and any Junior Securities and (ii)
all payments (other than redemption payments which do not reduce Distributable Items) payable by the Company on such Interest Payment
Date (x) on the Contingent Capital Notes and (y) on or in respect of any Parity Securities or any Junior Securities, in the case of each
of (i) and (ii), excluding any payments already accounted for in determining the Distributable Items, or (b) if the Solvency Condition
is not (or would not be) satisfied in respect of such amounts payable on such Interest Payment Date.


 






    5 


     


    

 


By its acquisition
of the Contingent Capital Notes, each Holder and each Beneficial Owner shall be deemed to have contracted and agreed that (i) interest
is payable solely at the discretion of the Company, and no amount of interest shall become due and payable in respect of the relevant
interest period to the extent that it has been (x) cancelled (in whole or in part) by the Company at the Company’s sole discretion
and/or (y) deemed cancelled pursuant to ‎Section 3.04(a) of the Eighth
Supplemental Indenture, and (ii) a cancellation or deemed cancellation of interest (in each case, in whole or in part) in accordance
with the terms of the Indenture and the Contingent Capital Notes shall not constitute a default in payment or otherwise under the terms
of the Contingent Capital Notes or the Indenture.


 


Interest on the
Contingent Capital Notes shall only be due and payable on an Interest Payment Date to the extent it is not cancelled or deemed cancelled
under the terms of this Security and Sections 3.02(b), 3.03(a), 3.04, 3.16(h) and Section 6.01 of the Eighth Supplemental Indenture.
Any interest cancelled or deemed cancelled (in each case, in whole or in part) in the circumstances described in this Security shall
not be due and shall not accumulate or be payable at any time thereafter, and Holders and Beneficial Owners of the Contingent Capital
Notes shall have no rights thereto or to receive any additional interest or compensation as a result of such cancellation or deemed cancellation
of interest in respect of the Contingent Capital Notes. The Company may use such cancelled payment without restriction to meet its obligations
as they fall due.


 


Payments of principal
of and interest, if any, on the Contingent Capital Notes shall 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 and such payments on Contingent Convertible Securities represented
by a Global Note shall be made through one or more Paying Agents appointed under the Contingent Convertible Securities Indenture to DTC
or its nominee, as the Holder of this Security. Initially, the Paying Agent and the Security Registrar for the Contingent Capital Notes
shall be The Bank of New York Mellon, London Branch, One Canada Square, London E14 5AL, United Kingdom. The Company may change the Paying
Agent or the Security Registrar without prior notice to the Holders of the Contingent Capital Notes, and in such an event the Company
may act as Paying Agent or Security Registrar. Payments of principal of and interest on the Contingent Capital Notes shall be made by
wire transfer of immediately available funds; provided, however, that in the case of payments of principal, this Security
is first surrendered to the Paying Agent.


 


This Security 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 10.07 of the Eighth Supplemental Indenture and as stated herein, and except that the authorization and execution
of this Security shall be governed by (in addition to the laws of the State of New York relevant to execution) the respective jurisdictions
of the Company and the Trustee, as the case may be.


 






    6 


     


    

 


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


 


All terms used in
this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture, as defined herein.


 


THIS SECURITY IS
NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OF THE UNITED
STATES OR THE UNITED KINGDOM.


 


Unless the certificate
of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent,
by manual signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


 


 


 


[The
rest of this page is intentionally left blank.]



 






    7 


     


    

 


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


 


Date: [ ]


 


	 	NATWEST GROUP PLC
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 




    8 


     


    

Trustee’s
Certificate of Authentication


 


This is one of the
Contingent Capital Notes of the series designated herein referred to in the Indenture.


 


Date: [ ]


 


	 	THE BANK OF NEW YORK MELLON, acting through its London Branch,

    as Trustee
	 	 
	 	By:	 
	 	 	Authorized Signatory




    9 


     


    

 


(Reverse of Security)


 


This Security is
one of a duly authorized issue of securities of the Company (herein called the “Securities” and each, a “Security”)
issued and to be issued in one or more series under and governed by the Contingent Convertible Securities Indenture, dated as of August
10, 2015 (herein called the “Contingent Convertible Securities Indenture”), between the Company and The Bank of New
York Mellon, London Branch, as Trustee (herein called the “Trustee,” which term includes any successor trustee under
the Contingent Convertible Securities Indenture), as supplemented and amended by the Eighth Supplemental Indenture, dated as of [●],
2021 (the “Eighth Supplemental Indenture” and, together with the Contingent Convertible Securities Indenture, the
“Indenture”), and reference is hereby made to the Indenture, the terms of which are incorporated herein by reference,
for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Holders
of the Contingent Capital Notes and of the terms upon which the Contingent Capital Notes are, and are to be, authenticated and delivered.
Insofar as the provisions of the Indenture may conflict with the provisions set forth in this Security, the former shall control for
purposes of this Security.


 


This Security is
one of the series designated on the face hereof, limited to a principal amount of $[aggregate principal amount of series of Contingent
Capital Notes], which amount may be increased at the option of the Company if in the future it determines that it may wish to sell
additional Securities of this series. References herein to “this series” mean the series designated on the face hereof.


 


All payments of
principal and/or interest to the Holders by or on behalf of the Company in respect of the Contingent Capital Notes shall be made without
withholding or deduction for or on account of any present or future tax, duty, assessment or governmental charge of whatsoever nature
imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any authority thereof or therein having power
to tax, unless such withholding or deduction is required by law. In that event, and in respect of withholding or deduction imposed by
a Taxing Jurisdiction in respect of interest only (and not, for the avoidance of doubt, principal), the Company shall pay such additional
amounts (“Additional Amounts”) as will result (after such withholding or deduction) in receipt by the Holders of the
sums which would have been receivable (in the absence of such withholding or deduction) from it in respect of their Contingent Capital
Notes; except that no such Additional Amounts shall be payable with respect to any Contingent Capital Note in accordance with Section
10.04 of the Contingent Convertible Securities Indenture (as amended and restated with respect to the Contingent Capital Notes only by
Section 9.01 of the Eighth Supplemental Indenture).


 






    10 


     


    

 


Payments under the
Contingent Capital Notes will be subject in all cases to any applicable fiscal or other laws and regulations in the place of payment
or other laws and regulations to which the Company or its Paying Agents agree to be subject and the Company will not, save as provided
under Section 10.04 of the Contingent Convertible Securities Indenture (as amended and restated with respect to the Contingent Capital
Notes only by Section 9.01 of the Eighth Supplemental Indenture), be liable for any taxes or duties of whatever nature imposed or levied
by such laws, regulations or agreements. No commission or expenses shall be charged to the Holders in respect of such payments.


 


Subject to the Solvency
Condition and the pre-conditions specified below, the Company may, at the Company’s option and in its sole discretion, redeem the
Contingent Capital Notes, in whole but not in part, on the First Call Date or on any Reset Date thereafter at a redemption price equal
to 100% of the principal amount of the Contingent Capital Notes then outstanding, together with any Accrued Interest to (but excluding)
the date fixed for redemption.


 


Subject to the Solvency
Condition and the pre-conditions specified below, the Company may, at the Company’s option and in its sole discretion at any time,
redeem the Contingent Capital Notes, in whole but not in part at a redemption price equal to 100% of the principal amount of the Contingent
Capital Notes then outstanding, together with any Accrued Interest to (but excluding) the date fixed for redemption, if at any time the
Company determines that as a result of any amendment to, or change in the regulatory classification of the Contingent Capital Notes under
the Capital Regulations (or official interpretation thereof), in any such case becoming effective on or after the Issue Date, the whole
or part of the Contingent Capital Notes are, or are likely to be, excluded from the Tier 1 Capital (as defined in the Capital Regulations)
of the Company and/or the Regulatory Group (a “Capital Disqualification Event”).


 


Subject to the Solvency
Condition and the pre-conditions specified below, on the occurrence of a Tax Event, the Company may, at the Company’s option and
in its sole discretion, at any time redeem all, but not some only, of the Contingent Capital Notes at 100% of their principal amount
together with any Accrued Interest to (but excluding) the date of redemption. A “Tax Event” will be deemed to have
occurred with respect to the Contingent Capital Notes if, at any time, the Company determines that, as a result of any change in, or
amendment to, the laws or regulations of the U.K. or any political subdivision or any authority thereof or therein having power to tax
(including any treaty to which the U.K. or any political subdivision or any authority thereof or therein is a party), or any change in
the official application of such laws or regulations (including a decision of any court or tribunal or the application by any tax authority),
which change or amendment becomes effective or applicable, or, in the case of a change in or amendment to law, where such change or amendment
is enacted by a U.K. Act of Parliament or by a Statutory Instrument, if such U.K. Act of Parliament or Statutory Instrument is enacted
on or after the Issue Date:


 


		(a)	in making a payment under the Contingent
                                            Capital Notes in respect of interest, the Company has or will or would on the next Interest
                                            Payment Date become obligated to pay Additional Amounts;



 


		(b)	a payment of interest on the next
                                            Interest Payment Date in respect of any of the Contingent Capital Notes would be treated
                                            as a “distribution” within the meaning of Section 1000 of the U.K. Corporation
                                            Tax Act 2010 (or any statutory modification or re-enactment thereof for the time being);



 






    11 


     


    

 


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



 


		(d)	as a result of the Contingent Capital
                                            Notes being in issue, the Company would not be able to have losses or deductions (including
                                            in respect of a payment of interest on the Contingent Capital Notes) set against the profits
                                            or gains, or profits or gains offset by losses or deductions, of companies with which it
                                            is or would otherwise be grouped for applicable U.K. tax purposes (whether under the group
                                            relief system current as at the date of issue of the Contingent Capital Notes or any similar
                                            system or systems having like effect as may exist from time to time);



 


		(e)	a future write-down of the principal
                                            amount of the Contingent Capital Notes or conversion of the Contingent Capital Notes into
                                            ordinary shares would result in a U.K. tax liability, or income, profit or gain being treated
                                            for U.K. tax purposes as accruing, arising or being received;



 


		(f)	the Contingent Capital Notes would
                                            no longer be treated as loan relationships for U.K. tax purposes; or



 


		(g)	the Contingent Capital Notes or any
                                            part thereof would be treated as a derivative or an embedded derivative for U.K. tax purposes,



 


in each case, the effect of which cannot
be avoided by the Company taking reasonable steps available to it.


 


In any case where
the Company shall determine that as a result of a Tax Event, it is entitled to redeem the Contingent Capital Notes, it 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 Tax Event has occurred.


 


Any interest payments
that have been cancelled or deemed cancelled pursuant to the terms of this Security and the Indenture shall not be payable if the Contingent
Capital Notes are redeemed pursuant to any of the preceding paragraphs.


 


Before the Company
may redeem the Contingent Capital Notes pursuant to any of the preceding paragraphs relating to the Company’s rights of redemption,
the Company shall deliver to DTC as the Holder of the Global Securities (or, if the Contingent Capital Notes are in definitive form,
to the Holders directly at their addresses shown on the Contingent Convertible Security Register) prior notice of not less than fifteen
(15) days, nor more than thirty (30) days. The Company shall deliver written notice of such redemption of the Contingent Capital Notes
to the Trustee at least five (5) Business Days prior to the date on which the relevant notice of redemption is sent to the Holders (unless
a shorter notice period shall be satisfactory to the Trustee).


 






    12 


     


    

 


Such notice shall
specify the Company’s election to redeem the Contingent Capital Notes and the date fixed for such redemption and shall be irrevocable
except in the limited circumstances described below.


 


Any notice of redemption
shall state (i) the redemption date, (ii) that on the redemption date the redemption price will, subject to the satisfaction of the conditions
set forth in the Indenture, become due and payable upon each Contingent Capital Note being redeemed and that, subject to certain exceptions,
interest will cease to accrue on or after that date, (iii) the place or places where the Contingent Capital Notes are to be surrendered
for payment of the redemption price, and (iv) the CUSIP, Common Code and/or ISIN number or numbers, if any, with respect to the Contingent
Capital Notes being redeemed.


 


If the Company has
delivered a notice of redemption, but the Solvency Condition is not satisfied immediately prior to, and immediately following, the date
specified for redemption in such notice, such redemption notice shall be automatically rescinded and shall be of no force and effect,
and no payment in respect of the redemption amount shall be due and payable.


 


If the Company has
delivered a notice of redemption, but prior to the payment of the redemption amount with respect to such redemption a Conversion Trigger
Notice has been delivered, such redemption notice shall be automatically rescinded and shall be of no force and effect, and no payment
in respect of the redemption amount shall be due and payable.


 


If the Company has
delivered a notice of redemption, but prior to the date of any such redemption the Company has not given notice to the PRA and/or the
PRA has objected to or refused to grant permission to the Company, as applicable, to redeem the relevant Contingent Capital Notes (in
each case to the extent, and in the manner, required by the relevant Capital Regulations), such notice of redemption shall be automatically
rescinded and shall be of no force and effect and no payment in respect of any redemption amount, if applicable, shall be due and payable.


 


If the Company has
delivered a notice of redemption but in respect of any redemption proposed to be made prior to
the fifth anniversary of the Issue Date, if and to the extent then required under the Capital Regulations (A) in the case of redemption
following the occurrence of a Tax Event, the Company has not demonstrated to the satisfaction of the PRA that the Tax Event is material
and was not reasonably foreseeable as at the Issue Date, or (B) in the case of redemption following the occurrence of a Capital Disqualification
Event, the PRA does not consider such change to be sufficiently certain or the Company has not demonstrated to the satisfaction of the
PRA that the relevant change was not reasonably foreseeable as at the Issue Date; such notice of redemption shall be automatically
rescinded and shall be of no force and effect and no payment in respect of any redemption amount, if applicable, shall be due and payable.


 






    13 


     


    

 


If the Company has
delivered a notice of redemption but prior to the payment of the redemption amount with respect to such redemption the Company is not
in compliance with any alternative or additional pre-conditions required by the PRA as a prerequisite to its permission for such redemption,
such notice of redemption shall be automatically rescinded and shall be of no force and effect, and no payment in respect of the redemption
amount shall be due and payable.


 


If any of the events
specified in each of the preceding five paragraphs occurs, the Company shall promptly deliver notice to DTC as the Holder of the Global
Securities (or, if the Contingent Capital Notes are definitive Securities, to the Holders directly at their addresses shown on the Contingent
Convertible Security Register) and to the Trustee directly, specifying the occurrence of the relevant event.


 


Subject to the Solvency
Condition and the pre-conditions specified below, the Company may at any time and from time to time, and to the extent not prohibited
by CRD, repurchase beneficially or procure others to repurchase beneficially for its account the Contingent Capital Notes in the open
market, by tender or by private agreement, in any manner and at any price or at differing prices. Contingent Capital Notes purchased
or otherwise acquired by the Company may be (i) held, (ii) resold or (iii) at the Company’s sole discretion, surrendered to the
Trustee for cancellation (in which case all Contingent Capital Notes so surrendered will forthwith be cancelled in accordance with applicable
law and thereafter may not be reissued or resold).


 


Any redemption,
repurchase, substitution or variation of the Contingent Capital Notes by the Company as provided under ‎‎Section
3.08, ‎‎Section 3.09, ‎‎Section
3.10, ‎Section 3.11, Section 3.12 and ‎‎Section
3.14 of the Eighth Supplemental Indenture, is subject to (except to the extent the Capital Regulations no longer so require) the Company
having met the following conditions:


 


(a)           
the Company has notified the PRA of its intention to do so at least one month (or such other, longer or shorter period, as the
PRA may then require or accept) before the Company becomes committed to the proposed redemption or repurchase;


 


(b)           
the PRA has granted permission for the Company to make any such redemption or repurchase of the Contingent Capital Notes upon
a satisfactory finding that either:


 


(i)           
on or before such redemption or repurchase of any of the Contingent Capital Notes, the Company replaces such Contingent Capital
Notes with own funds instruments (as defined by the Capital Regulations) of an equal or higher quality on terms that are sustainable
for its income capacity; or


 


(ii)           
the Company has demonstrated to the satisfaction of the PRA that its Tier 1 capital and Tier 2 capital (as defined by the Capital
Regulations) would, following such redemption or repurchase, exceed the capital ratios required under CRD and the combined buffer requirement
defined in CRD by a margin that the PRA may consider necessary on the basis set out in CRD for it to determine the appropriate level
of capital of an institution;


 






    14 


     


    

 


(c)           
no Conversion Trigger Notice has been delivered; and


 


(d)           
the Company has complied with any alternative or additional pre-conditions as set out in the Capital Regulations and/or required
by the PRA as a prerequisite to its permission for such redemptions or repurchases, at that time; and


 


(e)           
with respect to Sections 3.09 and 3.10 of the Eighth Supplemental Indenture only, and except to the extent that the PRA no longer
so requires, the Company may only redeem the Contingent Capital Notes before five years after the Issue Date if, in addition to the conditions
set out in (a), (b), (c) and (d) above, the following conditions are met:


 


(i)           
in the case of a redemption due to a Tax Event pursuant to Section 3.09 of the Eighth Supplemental Indenture, the Company demonstrates
to the satisfaction of the PRA that the Tax Event relating to the Contingent Capital Notes is material and was not reasonably foreseeable
at the time of issuance of the Contingent Capital Notes; or


 


(ii)          
in the case of a redemption due to the occurrence of a Capital Disqualification Event pursuant to Section 3.10 of the Eighth Supplemental
Indenture, (x) the PRA considers such change to be sufficiently certain and (y) the Company demonstrates to the satisfaction of the PRA
that the Capital Disqualification Event was not reasonably foreseeable at the time of the issuance of the Contingent Capital Notes.


 


If a Conversion
Trigger Event has occurred, then the Automatic Conversion shall occur on the Conversion Date and all of the Company’s obligations
under the Contingent Capital Notes shall be irrevocably and automatically released in consideration of the Company’s issuance and
delivery of the Settlement Shares to the Settlement Share Depository, and the principal amount of the Contingent Capital Notes shall
equal zero at all times thereafter (for the avoidance of doubt, the Tradable Amount shall remain unchanged as a result of the Automatic
Conversion). Under no circumstances shall such released obligations be reinstated. If the Company has been unable to appoint a Settlement
Share Depository, it shall effect, by means it deems reasonable in the circumstances (including, without limitation, issuance of the
Settlement Shares to another independent nominee or to the Holders of the Contingent Capital Notes directly), the issuance and delivery
of the Settlement Shares, or, if the Holder elects, ADSs or the Alternative Consideration, as applicable, to the Holders of the Contingent
Capital Notes, and such issuance and delivery shall irrevocably and automatically release all of the Company’s obligations under
the Contingent Capital Notes as if the Settlement Shares had been issued and delivered to the Settlement Share Depository and, in which
case, where the context so admits, references in the Eighth Supplemental Indenture and in this Security to the issue and delivery of
Settlement Shares to the Settlement Share Depository shall be construed accordingly and apply mutatis mutandis.


 






    15 


     


    

 


The procedures set
forth in this Security and Section 3.16 of the Eighth Supplemental Indenture are subject to change to reflect changes in DTC practices,
and the Company may make changes to the procedures set forth in Section 3.16 to the extent reasonably necessary, in the opinion of the
Company, to reflect such changes in DTC practices. Any such changes shall be subject to the provisions of Section 8.01 of the Eighth
Supplemental Indenture.


 


Notwithstanding
anything to the contrary contained in the Indenture or this Security, once the Company has delivered a Conversion Trigger Notice following
the occurrence of a Conversion Trigger Event, (i) subject to the right of the Holders and Beneficial Owners pursuant to ‎Section
5.03 in the event of a failure by the Company to issue and deliver any Settlement Shares to the Settlement Share Depository on the Conversion
Date, the Indenture shall impose no duties upon the Trustee whatsoever with regard to an Automatic Conversion upon a Conversion Trigger
Event and the Holders and Beneficial Owners shall have no rights whatsoever under the Indenture or the Contingent Capital Notes to instruct
the Trustee to take any action whatsoever, and (ii) as of the date of the Conversion Trigger Notice, except for any indemnity and/or
security provided by any Holder or by any Beneficial Owner in such direction or related to such direction, any direction previously given
to the Trustee by any Holder or by any Beneficial Owner shall cease automatically and shall be null and void and of no further effect;
except in each case of (i) and (ii) of this paragraph, with respect to any rights of the Holders or Beneficial Owners with respect to
any payments under the Contingent Capital Notes that were unconditionally due and payable prior to the date of the Conversion Trigger
Notice or unless the Trustee is instructed in writing by the Company to act otherwise.


 


All authority conferred
or agreed to be conferred by each Holder and Beneficial Owner pursuant to this Security, including the consents given by such Holder
and Beneficial Owner, shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of such Holder and Beneficial Owner.


 


The Trustee shall
not be liable with respect to (i) the calculation or accuracy of the CET1 Ratio in connection with the occurrence of a Conversion Trigger
Event and the timing of such Conversion Trigger Event, (ii) the failure of the Company to post or deliver the underlying CET1 Ratio calculations
of a Conversion Trigger Event to DTC, the Holders or the Beneficial Owners, (iii) any aspect of the Company’s decision to deliver
a Conversion Trigger Notice or the related Automatic Conversion, (iv) the adequacy of the disclosure of these provisions in the Prospectus
or any other offering material in respect of the Contingent Capital Notes or for the direct or indirect consequences thereof, or (v)
any other requirement of the Company contained herein related to a Conversion Trigger Event or the Automatic Conversion.


 


Following the issuance
and delivery of the Settlement Shares to the Settlement Share Depository (or to the relevant recipient in accordance with the terms of
the Contingent Capital Notes, as applicable) on the Conversion Date, this Contingent Capital Note shall remain in existence until the
applicable Cancellation Date for the sole purpose of evidencing the Holders’ and Beneficial Owners’ right to receive Settlement
Shares, or, if the Holder elects, ADSs or the Alternative Consideration, as the case may be, from the Settlement Share Depository (or
such other relevant recipient, as applicable).


 






    16 


     


    

 


The Holders and
the Beneficial Owners shall not at any time have the option to convert the Contingent Capital Notes into Settlement Shares.


 


The occurrence of
the Automatic Conversion shall not constitute an Enforcement Event.


 


Notwithstanding
any other provision herein, by its acquisition of the Contingent Capital Notes, each Holder and each Beneficial Owner shall be deemed
to have (i) agreed to all of the terms and conditions of the Contingent Capital Notes, including, without limitation, to those related
to (x) Automatic Conversion of its Contingent Capital Notes following the Conversion Trigger Event and (y) the appointment of the Settlement
Share Depository, the issuance of the Settlement Shares to the Settlement Share Depository (or to the relevant recipient in accordance
with the terms of the Eighth Supplemental Indenture or the Contingent Capital Notes) and the potential sale of the Settlement Shares
pursuant to a Settlement Shares Offer and acknowledged that such events in (x) and (y) may occur without any further action on the part
of such Holders or Beneficial Owners or the Trustee, (ii) agreed that effective upon, and following, the occurrence of the Automatic
Conversion, no amount shall be due and payable to the Holders or the Beneficial Owners under the Contingent Capital Notes and the liability
of the Company to pay any such amounts (including the principal amount of, or any interest in respect of, the Contingent Capital Notes)
shall be automatically released, and the Holders and the Beneficial Owners shall not have the right to give any direction to the Trustee
with respect to the Conversion Trigger Event and any related Automatic Conversion, (iii) waived, to the extent permitted by the Trust
Indenture Act, any claim against the Trustee arising out of its acceptance of its trusteeship under, and the performance of its duties,
powers and rights in respect of, the Indenture and in connection with the Contingent Capital Notes, including, without limitation, claims
related to or arising out of or in connection with the Conversion Trigger Event and/or any Automatic Conversion, and (iv) authorized,
directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Contingent Capital Notes
to take any and all necessary action, if required, to implement the Automatic Conversion without any further action or direction on the
part of such Holder or Beneficial Owner or the Trustee.


 


The Conversion Price
shall be subject to adjustment as provided in Article 4 of the Eighth Supplemental Indenture.


 


In the Company’s
sole and absolute discretion, within ten (10) Business Days following the Conversion Date, the Company may elect that the Settlement
Share Depository (or an agent on its behalf) make an offer of all or some of the Settlement Shares to all or some of the Company’s
Shareholders upon Automatic Conversion, such offer to be at a cash price per Settlement Share that will be no less than the Conversion
Price (translated from U.S. dollars into pounds sterling at the then-prevailing rate as determined by the Company in its sole discretion)
(the “Settlement Shares Offer”).


 






    17 


     


    

 


If the Company elects,
in its sole and absolute discretion, that a Settlement Shares Offer be conducted by the Settlement Share Depository, each Holder or Beneficial
Owner, by its acquisition of the Contingent Capital Notes, shall be deemed to have: (i) irrevocably consented to any Settlement Shares
Offer and, notwithstanding that such Settlement Shares are held by the Settlement Share Depository on behalf of the Holders and Beneficial
Owners, to the Settlement Share Depository’s using the Settlement Shares delivered to it to settle any Settlement Shares Offer
in accordance with the terms of the Contingent Capital Notes, (ii) irrevocably consented to the transfer of the beneficial interest it
holds in the Settlement Shares delivered upon Automatic Conversion to the Settlement Share Depository or to one or more purchasers identified
by the Settlement Share Depository in connection with the Settlement Shares Offer in accordance with the terms of the Contingent Capital
Notes, (iii) irrevocably agreed that the Company and the Settlement Share Depository may take any and all actions necessary to conduct
the Settlement Shares Offer in accordance with the terms of the Contingent Capital Notes, and (iv) irrevocably agreed that none of the
Company, the Trustee or the Settlement Share Depository shall, to the extent permitted by applicable law, incur any liability to the
Holders or Beneficial Owners in respect of the Settlement Shares Offer (except for the obligations of the Settlement Share Depository
in respect of the Holders’ and Beneficial Owners’ entitlement to, and subsequent delivery of, any Alternative Consideration).


 


Following the occurrence
of a Conversion Trigger Event, subsequent to a Takeover Event having occurred, the Contingent Convertible Notes will be subject to conversion
into Relevant Shares of the Approved Entity in the case of a Qualifying Takeover Event, or write-down to zero in the case of a Non-Qualifying
Takeover Event, as provided in ‎Section 4.03 of the Eighth Supplemental
Indenture.


 


Notwithstanding
any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of the Contingent Capital
Notes, by its acquisition of the Contingent Capital Notes, each Holder and Beneficial Owner 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 Contingent Capital Notes, (ii) the conversion of all, or a portion
of, the principal amount of, or interest on, the Contingent Capital Notes into ordinary shares or other securities or other obligations
of the Company or another person and/or (iii) the amendment of the amount of interest due on the Contingent Capital 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 to the terms of the Contingent Capital Notes solely to give effect to the above. With respect to (i), (ii) and
(iii) above, references to principal and interest shall include payments of principal and interest that have become due and payable,
but which have not been paid, prior to the exercise of any U.K. bail-in power. Each Holder and Beneficial Owner of the Contingent Capital
Notes further acknowledges and agrees that the rights of the Holders and/or Beneficial Owners under the Contingent Capital 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 the avoidance of doubt, the potential conversion of the Contingent Capital Notes into ordinary shares, other securities or other
obligations in connection with the exercise of any U.K. bail-in power by the relevant U.K. authority is separate and distinct from the
Automatic Conversion following a Conversion Trigger Event.


 






    18 


     


    

 


By its acquisition
of the Contingent Capital Notes, each Holder and Beneficial Owner (i) acknowledges and agrees that the exercise of the U.K. bail-in power
by the relevant U.K. authority with respect to the Contingent Capital Notes or any cancellation or deemed cancellation of interest pursuant
to ‎Section 3.03 or ‎Section
3.04 of the Eighth Supplemental Indenture and the terms of this Security shall not give rise to a default for purposes of Section 315(b)
(Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the U.S. Trust Indenture Act of 1939,
(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. authority with respect to
the Contingent Capital Notes, (iii) acknowledges and agrees that, (a) upon the exercise of any U.K. bail-in power by the relevant U.K.
authority, the Trustee shall not be required to take any further directions from Holders or Beneficial Owners of the Contingent Capital
Notes under Section 5.12 of the Contingent Convertible Securities Indenture and (b) the Indenture shall impose no 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 in (iii),
if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. authority, the Contingent Capital 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 Contingent
Capital Notes) then the Trustee’s duties under the Indenture shall remain applicable with respect to the Contingent Capital Notes
following such completion to the extent that the Company and the Trustee agree pursuant to a supplemental indenture, unless the Company
and the Trustee agree that a supplemental indenture is not necessary, and (iv) shall be deemed to have (y) 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 Contingent Capital Notes and (z) authorized, directed and requested DTC and any direct participant in DTC or
other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement the exercise
of any U.K. bail-in power with respect to the Contingent Capital Notes as it may be imposed, without any further action or direction
on the part of such Holder and such Beneficial Owner or the Trustee.


 


Each Holder and
Beneficial Owner that acquires its Contingent Capital 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 Contingent
Capital Notes that acquire the Contingent Capital 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 Contingent Capital Notes, including in relation to interest
cancellation, Automatic Conversion, the Settlement Shares Offer, the U.K. bail-in power, the write-down in the event of a Non-Qualifying
Takeover Event and the limitations on remedies specified in this Security and Section 5.04 of the Eighth Supplemental Indenture.


 






    19 


     


    

 


Upon the exercise
of the U.K. bail-in power by the relevant U.K. authority with respect to the Contingent Capital 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 and Beneficial
Owners of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes.


 


The Company’s
obligations to indemnify the Trustee in accordance with Section 6.07 of the Contingent Convertible Securities Indenture shall survive
any exercise of the U.K. bail-in power by the relevant U.K. authority with respect to the Contingent Capital Notes and any Automatic
Conversion.


 


The exercise of
the U.K. bail-in power by the relevant U.K. authority with respect to the Contingent Capital Notes shall not constitute an Enforcement
Event.


 


A “Winding-up
or Administration Event” shall result if (i) an order is made, or an effective resolution is passed, for the winding up of
the Company (excluding in any such case a solvent winding-up solely for the purpose of a reconstruction, amalgamation, reorganization,
merger or consolidation of the Company, or the substitution in place of the Company of a Successor in Business, the terms of which have
previously been approved by the Trustee or in writing by Holders of not less than 2/3 (two-thirds) in aggregate principal amount of the
Contingent Capital Notes); or (ii) an administrator of the Company is appointed and such administrator gives notice that it intends to
declare and distribute a dividend.


 


If a Winding-up
or Administration Event occurs prior to the occurrence of a Conversion Trigger Event, subject to the subordination provisions of Article
6 of the Eighth Supplemental Indenture, the principal amount of the Contingent Capital Notes shall become immediately due and payable,
without the need of any further action on the part of the Trustee, the Holders or any other Person, including the declaration by the
Trustee, the Holders or any other Person that the principal amount of the Contingent Capital Notes will become immediately due and payable.


 


Subject to ‎Section
3.13 of the Eighth Supplemental Indenture, if the Company does not make payment of principal in respect of the Contingent Capital Notes
for a period of fourteen (14) calendar days or more after the date on which such payment is due (a “Non-Payment Event”),
then the Trustee, on behalf of the Holders and Beneficial Owners, may, at its discretion, or shall at the direction of Holders of 25%
or more of the aggregate principal amount of Outstanding Contingent Capital Notes, subject to any applicable laws, institute proceedings
for the winding up of the Company. In the event of a Winding-up or Administration Event or liquidation of the Company, whether or not
instituted by the Trustee, the Trustee may prove the claims of the Holders, Beneficial Owners and the Trustee in the Winding up or Administration
Event of the Company and/or claim in the liquidation of the Company, such claims as set out in ‎Section
6.01 of the Eighth Supplemental Indenture. For the avoidance of doubt, the Trustee may not declare the principal amount of any outstanding
Contingent Capital Notes to be due and payable and may not pursue any other legal remedy, including a judicial proceeding for the collection
of the sums due and unpaid on the Contingent Capital Notes.


 






    20 


     


    

 


In the event of
a breach of any term, obligation or condition binding upon the Company under the Contingent Capital Notes or the Indenture (other than
any payment obligation of the Company under or arising from the Contingent Capital Notes or the Indenture, including payment of any principal
or interest including any damages awarded for breach of any obligation) (such obligation, a “Performance Obligation”),
the Trustee may without further notice institute such proceedings against the Company as it may deem fit to enforce the Performance Obligation,
provided that the Company shall not by virtue of the institution of any such proceedings be obliged to pay any sum or sums, in cash or
otherwise (including damages for breach of any obligations under the Contingent Capital Notes) earlier than the same would otherwise
have been payable under the Contingent Capital Notes or the Indenture, but excluding any payments made to the Trustee acting on its own
account in respect of its costs, expenses, liabilities or remuneration. For the avoidance of doubt, any breach by the Company of any
Performance Obligation shall not confer upon the Trustee (acting on behalf of the Holders) and/or the Holders or Beneficial Owners of
the Contingent Capital Notes any claim for damages and, in the event of such a breach of a Performance Obligation, the sole and exclusive
remedy that the Trustee (acting on behalf of the Holders) and/or the Holders or Beneficial Owners of the Contingent Capital Notes may
seek under the Contingent Capital Notes and the Indenture is specific performance under the laws of the State of New York. By its acquisition
of the Contingent Capital Notes, each Holder and Beneficial Owner of the Contingent Capital Notes acknowledges and agrees (i) that such
Holder and Beneficial Owner shall not seek, and shall not direct the Trustee (acting on their behalf) to seek, any claim for damages
against the Company in respect of any breach by the Company of a Performance Obligation, and (ii) that the sole and exclusive remedy
that such Holder and Beneficial Owner and/or the Trustee (acting on their behalf) may seek under the Contingent Capital Notes and the
Indenture for a breach by the Company of a Performance Obligation is specific performance under the laws of the State of New York.


 


Other than the limited
remedies specified in this Security and Article 5 of the Eighth Supplemental Indenture, and subject to the second paragraph below, no
remedy against the Company shall be available to the Trustee (acting on behalf of the Holders) or to the Holders and Beneficial Owners,
whether for the recovery of amounts owing in respect of such Securities or under the Indenture, or in respect of any breach by the Company
of any of the Company’s obligations under or in respect of the terms of such Securities or under the Indenture in relation thereto;
provided, however, that the Company’s obligations to the Trustee under, and the Trustee’s lien provided for
in, Section 6.07 of the Contingent Convertible Securities Indenture and the Trustee’s rights to have money collected applied first
to pay amounts due to it under such Section pursuant to Section 5.06 of the Contingent Convertible Securities Indenture expressly survive
any Enforcement Event and are not subject to the subordination provisions of ‎Section
6.01 of the Eighth Supplemental Indenture.


 






    21 


     


    

 


For purposes of
the Contingent Convertible Securities Indenture, “Event of Default” shall mean an “Enforcement Event”
as defined in the Eighth Supplemental Indenture, except that the term “Event of Default” as used in Article 8 of the Contingent
Convertible Securities Indenture shall mean “Winding-up or Administration Event.”


 


Notwithstanding
the limitations on remedies specified in this Security and under Article 5 of the Eighth Supplemental Indenture, (i) the Trustee shall
have such powers as are required to be authorized to it under the Trust Indenture Act in respect of the rights of the Holders and Beneficial
Owners of the Contingent Capital Notes under the provisions of the Indenture, and (ii) nothing shall impair the right of a Holder or
Beneficial Owner of the Contingent Capital Notes under the Trust Indenture Act, absent such Holder’s or Beneficial Owner’s
consent, to sue for any payment due but unpaid with respect to the Contingent Capital Notes; provided that, in the case of (i) and (ii)
above, any payments in respect of, or arising from, the Contingent Capital Notes, including any payments or amounts resulting or arising
from the enforcement of any rights under the Trust Indenture Act in respect of the Contingent Capital Notes, shall be subject to the
subordination provisions set forth in ‎Section 6.01 of the Eighth
Supplemental Indenture.


 


In furtherance of
Section 6.01 of the Contingent Convertible Securities Indenture:


 


(i)        For
purposes of Sections 315(a) and 315(c) of the Trust Indenture Act, the term “default” is hereby defined to mean an Enforcement
Event which has occurred and is continuing.


 


(ii)        Notwithstanding
anything contained in the Contingent Convertible Securities Indenture to the contrary, the duties and responsibilities of the Trustee
under this Indenture shall be subject to the protections, exculpations and limitations on liability afforded to an indenture trustee
under the provisions of the Trust Indenture Act.


 


With respect to
the Contingent Capital Notes only, and pursuant to Section 12.01(a) of the Contingent Convertible Securities Indenture, the extent and
manner in which the payment of principal of (and premium, if any) and interest, if any, on the Contingent Convertible Securities is subordinated
to the claims of the holders of certain other present or future obligations of the Company shall be determined as set out in ‎Section
6.01 of the Eighth Supplemental Indenture. References in the Contingent Convertible Securities Indenture to Section 12.01(a) thereof
shall be to ‎Section 6.01 of the Eighth Supplemental Indenture. For
the avoidance of doubt, no provision of Article 12 of the Contingent Convertible Securities Indenture other than replacing Section 12.01(a)
with ‎Section 6.01 of the Eighth Supplemental Indenture shall be
amended by the Eighth Supplemental Indenture.


 


The Contingent Capital
Notes shall constitute the Company’s direct, unsecured and subordinated obligations, ranking pari passu without any preference
among themselves. The rights and claims of the Holders and Beneficial Owners of the Contingent Capital Notes in respect of or arising
from the Contingent Capital Notes shall be subordinated to the claims of Senior Creditors.


 






    22 


     


    

 


If a Winding-up
or Administration Event occurs before the date on which the Conversion Trigger Event occurs, there shall be payable by the Company in
respect of each Contingent Capital Note (in lieu of any other payment by the Company) such amount, if any, as would have been payable
to a Holder or Beneficial Owner if, on the day prior to the commencement of a Winding-up or Administration Event and thereafter, such
Holder or Beneficial Owner were the holder of one of a class of Notional Preference Shares on the assumption that the amount that such
Holder or Beneficial Owner was entitled to receive in respect of such Notional Preference Shares, on a return of assets in such Winding-up
or Administration Event, was an amount equal to the principal amount of the relevant Contingent Capital Note, together with any Accrued
Interest and any damages for breach of any obligations thereunder (if payable), regardless of whether the Solvency Condition is satisfied
on the date upon which the same would otherwise be due and payable.


 


In the paragraph
above, “Notional Preference Shares” means an actual or notional class of preference shares in the capital of the Company
having an equal right to return of assets in a Winding-up or Administration Event to, and so ranking pari passu with, the most
senior class or classes of issued preference shares with non-cumulative dividends (if any) in the capital of the Company from time to
time and which have a preferential right to a return of assets in a Winding-up or Administration Event over, and so rank ahead of all
other classes of issued shares for the time being in the capital of the Company but ranking junior to the claims of Senior Creditors
and junior to any notional class of preference shares in the capital of the Company which is referenced in any instrument of the Company
for the purposes of determining a claim in the winding-up or administration of the Company and, as so referenced, (i) is expressed to
have a preferential right to a return of assets in the Company’s winding-up or administration over the holders of all other classes
of shares for the time-being in the capital of the Company and (ii) is not expressed to rank junior to any other notional class of preference
shares in the capital of the Company. The terms “Parity Securities” and “Senior Creditors” have
the meaning given to such terms in the Eighth Supplemental Indenture.


 


If a Winding-up
or Administration Event occurs on or after the date on which the Conversion Trigger Event occurs but the Settlement Shares to be issued
and delivered to the Settlement Share Depository on the Conversion Date have not been so delivered, there shall be payable by the Company
in respect of each Contingent Capital Note (in lieu of any other payment by the Company) such amount, if any, as would have been payable
to the Holder or Beneficial Owner of such Contingent Capital Note in a Winding-up or Administration Event if the Conversion Date in respect
of the Automatic Conversion had occurred immediately before the occurrence of a Winding-up or Administration Event (and, as a result,
such Holder or Beneficial Owner were the holder of such number of the Company’s ordinary shares as such Holder or Beneficial Owner
would have been entitled to receive on the Conversion Date, ignoring for this purpose the Company’s right to make an election for
a Settlement Shares Offer to be effected pursuant to ‎Section 3.18
of the Eighth Supplemental Indenture), regardless of whether the Solvency Condition is satisfied on the date upon which the same would
otherwise be due and payable.


 






    23 


     


    

 


Other than in the
event of a Winding-up or Administration Event of the Company, or in relation to the Cash Component of any Alternative Consideration in
any Settlement Shares Offer payments in respect of or arising from the Contingent Capital Notes (including any damages for breach of
any obligations thereunder) shall, in addition to the right of the Company to cancel payments of interest pursuant to the terms of the
Eighth Supplemental Indenture or this Security, be conditional upon the Company’s being solvent at the time when the relevant payment
is due to be made, and no principal, interest or other amount shall be due and payable in respect of or arising from the Contingent Capital
Notes except to the extent that the Company could make such payment and still be solvent immediately thereafter (such condition referred
to herein as the “Solvency Condition”).


 


For purposes of
determining whether the Solvency Condition is met, the Company shall be considered to be solvent at a particular point in time if (i)
it is able to pay its debts as they fall due and (ii) its Assets are at least equal to its Liabilities.


 


Subject to applicable
law, the Trustee (acting on behalf of the Holders) and the Holders of the Contingent Capital Notes by their acceptance thereof will be
deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the Contingent Capital Notes, the
Eighth Supplemental Indenture or the Contingent Convertible Securities Indenture (or between the Company’s obligations under or
in respect of the Contingent Capital 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 or Administration Event. 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 Holder) will immediately pay an amount equal to the amount
of such discharge to the Company or, in the event of any Winding-up or Administration Event, 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 Senior Creditors, and accordingly such discharge shall be deemed not to have taken
place.


 


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 Contingent Capital Notes of each series to be affected under the Indenture at any time by the Company
and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Contingent Capital Notes then
outstanding of each series to be affected.


 


With respect to
Contingent Capital Notes issued pursuant to the Eighth Supplemental Indenture, any agreements, arrangements or understandings between
the Company and any Holder and Beneficial Owner of the Contingent Capital Notes with respect to the Contingent Capital Notes must be
entered into in accordance with the terms of the Contingent Convertible Securities Indenture and the Eighth Supplemental Indenture.


 






    24 


     


    

 


Holders of not less
than a majority in aggregate principal amount of the Outstanding Contingent Capital Notes may on behalf of the Holders of all of the
Contingent Capital Notes waive any past Enforcement Event that results from a breach by the Company of a Performance Obligation. Holders
of a majority of the aggregate principal amount of the outstanding Contingent Capital Notes shall not be entitled to waive any past Enforcement
Event that results from a Winding-up or Administration Event or a Non-Payment Event.


 


As set forth in,
and subject to, the provisions of the Indenture, no Holder will have the right to institute any proceeding, judicial or otherwise, with
respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless such Holder fulfils
the requirements of Section 5.07 of the Contingent Convertible Securities Indenture.


 


This Security, and
any other Securities of this series and of like tenor, are issuable only in registered form without coupons in initial denominations
of $200,000 and increments of $1,000 thereafter. The denominations cannot be changed without the consent of the Trustee. The denomination
of each interest in this Security shall be the “Tradable Amount” of such book-entry interest. Prior to the Automatic
Conversion, the aggregate Tradable Amount of the interests in this Security shall equal this Security’s outstanding principal amount.
Following the Automatic Conversion, the principal amount of this Security shall equal zero, but the Tradable Amount of the book-entry
interests in this Security shall remain unchanged as a result of the Automatic Conversion.


 


Prior to due presentment
of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary.


 


This Security shall be governed by
and construed in accordance with the laws of the State of New York, except (i) as otherwise provided for pursuant to Section 1.12 of
the Contingent Convertible Securities Indenture and ‎Section
10.07 of the Eighth Supplemental Indenture, the subordination provisions referred to herein and in ‎Section
6.01 of the Eighth Supplemental Indenture (which replaces in its entirety Section 12.01(a) of the Contingent Convertible Securities Indenture)
and the waiver of the right to set-off referred to herein and in ‎Section
6.02 of the Eighth Supplemental Indenture, which are governed by, and construed in accordance with, Scots law (other than the Trustee’s
own rights, duties or immunities under Article 12 of the Contingent Convertible Securities Indenture, as amended by ‎Section
6.01 of the Eighth Supplemental Indenture, or otherwise), and (ii) the authorization and execution by the Company of this Security shall
be governed by (in addition to the laws of the State of New York relevant to execution) the jurisdiction of the Company.


 




    25 


     


    

Exhibit
B


 


Form
of Conversion Trigger Notice1


 


NOTICE
TO DTC AND FOR PUBLICATION

AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS


 


[NatWest
Group Letterhead]


 


		To:	The Depository Trust Company

                                            55 Water Street, 25th Floor

                                            New York, NY 10041-0099

                                            Attn: Mandatory Reorganization Department

                                            Fax: +1 (212) 855-5488

                                            Email: mandatoryreorgannouncements@dtcc.com



 


	Cc:	The
Bank of New York Mellon

    One
Canada Square

    London
E14 5AL

    United
Kingdom

    Attn:
[ ]

    Email:[
]

    Fax:
[ ]

    Tel:
[ ]
	The
Bank of New York Mellon

    One Wall Street

    New York, NY
10286

    United States
of America

    Attn:[ ]

    Email:[
]

    Fax: [ ]

    Tel: [ ]



 


Re: NatWest Group
plc [$][ ] Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes (CUSIP: [ ], ISIN: [ ]) – Notice to DTC,
Holders and Beneficial Owners of the Occurrence of a Conversion Trigger Event


 


This notice is in
relation to NatWest Group plc’s (the “Company”) [$][ ] Perpetual Subordinated Contingent Convertible Additional
Tier 1 Capital Notes (CUSIP: [ ], ISIN: [ ]) issued on [ ], 2021 (the “Securities”) pursuant to the Contingent Convertible
Securities Indenture, dated August 10, 2015, between the Company and The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”),
as amended and supplemented by the Fifth Supplemental Indenture dated as of August 19, 2020 and as supplemented by the Eighth Supplemental
Indenture, dated [●], 2021, between the Company and the Trustee (together, the “Indenture”), and pursuant to
the prospectus dated December 13, 2017. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed
to such terms in the Indenture.


 


The Company hereby
notifies The Depository Trust Company (“DTC”), the Holders and Beneficial Owners of the Contingent Capital Notes that
a Conversion Trigger Event has occurred with respect to the Contingent Capital Notes. Such Conversion Trigger Event has occurred because
the Regulatory Group’s CET1 Ratio as determined on [    ] was less than 7.00%.


 


____________________


 

1
Note: Addresses to be reconfirmed prior to when notice is sent; subject to modification if Securities are in definitive form and
to changes in DTC (or successor clearing system) policies and procedures.


 






    26 


     


    

 


Upon the occurrence
of the Conversion Trigger Event, the terms of the Contingent Capital Notes provide for the Automatic Conversion of the Contingent Capital
Notes into Settlement Shares on the Conversion Date, which is expected to be [date], at the Conversion Price. Upon the Automatic Conversion,
all of the Company’s obligations under the Contingent Capital Notes shall be irrevocably and automatically released in consideration
of the Company’s issuance and delivery of Settlement Shares to the Settlement Share Depository (or other relevant recipient). However,
the terms of the Contingent Capital Notes provide that the Contingent Capital Notes shall remain in existence until the applicable Settlement
Date for the sole purpose of evidencing a right to receive Settlement Shares, or, if the Holder elects, ADSs or Alternative Consideration,
as applicable, from the Settlement Share Depository.


 


Accordingly, the
Company hereby instructs DTC to indicate to all participants that payments of principal and interest are no longer payable under the
Contingent Capital Notes as of the Conversion Date and that the Contingent Capital Notes will have no further entitlement to interest
or principal as of such date by making a note to that effect in its systems.


 


The Company further
requests DTC to post this notice on its Reorganization Inquiry for Participants System (or such other system as DTC uses for providing
notices to holders of securities).


 


Should DTC, any
Holder or any Beneficial Owner of the Contingent Capital Notes have any inquiries, please contact either the Company at [Telephone, Fax,
Email] or [Name] or the Settlement Share Depository, at [Telephone, Fax, Email].2


 


 


 


____________________


 

2
Insert contact details of any Settlement Share Depository, or, if NatWest Group plc has been unable to appoint a Settlement Share
Depository, any other details required to set out the issuance and/or delivery procedures in respect of the Settlement Shares, ADSs or
any Alternative Consideration as to Holders and Beneficial owners as NatWest Group plc shall consider reasonable in the circumstances.


 




    27 


     


    

 


Exhibit
C


 


Form
of Conversion Trigger Event Officer’s Certificate


 


NATWEST
GROUP PLC


 


Conversion
Trigger Event Officer’s Certificate


 


This Officer’s
Certificate is being delivered in relation to NatWest Group plc’s (the “Company”) [$][     ] Perpetual Subordinated
Contingent Convertible Additional Tier 1 Capital Notes (CUSIP: [      ], ISIN: [      ]) issued on [ ], 2021 (the “Securities”)
pursuant to the Contingent Convertible Securities Indenture, dated August 10, 2015, between the Company and The Bank of New York Mellon,
London Branch, as Trustee (the “Trustee”), as amended and supplemented by the Fifth Supplemental Indenture, dated
August 19, 2020, and as supplemented by the Eighth Supplemental Indenture dated [●], 2021 between the Company and the Trustee (together,
the “Indenture”).


 


Capitalized terms
used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture.


 


Pursuant to ‎Section
1.02 of the Contingent Convertible Securities Indenture and ‎‎Section
3.16(b) of the Eighth Supplemental Indenture, the undersigned, being authorized signatory of the Company and authorized by the Company
to give this certificate, hereby certifies as follows:


 


(a)           
I have read all of the covenants and conditions in the Indenture, setting forth certain provisions in respect of the occurrence
of a Conversion Trigger Event, including ‎ ‎Section 3.16(b) of the Eighth Supplemental Indenture, and the definitions relating
thereto;


 


(b)           
[Include a brief statement as to the nature and scope of the examination or investigation upon which the statements contained
in such certificate are based][I have reviewed such other documents as I have deemed necessary as a basis for the opinion hereinafter
expressed];


 


(c)           
I have made such other examinations and investigations as I have deemed necessary to enable me to express an informed opinion
as to (i) whether or not such covenants and conditions have been complied with, and (ii) the matters set forth in ‎(d) below; and


 


(d)           
In my opinion, such conditions (including all conditions precedent) and covenants have been complied with; and


 


(e)           
a Conversion Trigger Event has occurred with respect to the Contingent Capital Notes. Such Conversion Trigger Event has occurred
because the Regulatory Group’s CET1 Ratio, as determined on [    ], was less than 7.00%.


 






    28 


     


    

 


[Concurrently with][Immediately
following] the delivery of this Conversion Trigger Event Officer’s Certificate, the Company is delivering to The Depository Trust
Company (“DTC”) the Conversion Trigger Notice attached hereto as Exhibit A as a notice to DTC and for publication
as a notice to Holders and Beneficial Owners in the form set forth in Exhibit B to the Eighth Supplemental Indenture.


 


The Trustee is entitled
to conclusively rely on and accept this Conversion Trigger Event Officer’s Certificate without any duty whatsoever of further inquiry
as sufficient and conclusive evidence of the occurrence of a Conversion Trigger Event, and this Conversion Trigger Event Officer’s
Certificate shall be conclusive and binding on the Trustee, the Holders and the Beneficial Owners.


 


Dated: [     ]


 


	 
	 	 
	 	Name:	 
	 	Title:	 




    29 


     


    

Exhibit
D


 


Form
of Settlement Shares Offer Notice3


 


NOTICE
TO DTC AND FOR PUBLICATION

AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS


 


[NatWest
Group Letterhead]


 


	To:	The
Depository Trust Company

    55 Water Street,
25th Floor

    New York, NY 10041-0099

    Attn: Mandatory
Reorganization Department

    Fax: +1 (212)
855-5488

    Email: mandatoryreorgannouncements@dtcc.com

     
	

    


     

	Cc:	The Bank of
New York Mellon

    One Canada Square

    London E14 5AL

    United Kingdom

    Attn: [        ]

    Email:[         ]

    Fax:   [         ]

    Tel:   [         ]
	The Bank of
New York Mellon

    One Wall Street

    New York, NY 10286

    United States
of America

    Attn: [         ]

    Email:[         ]

    Fax:   [         ]

    Tel:   [         ]



 


Re: NatWest Group
plc [$][ ] Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes (CUSIP: [        ], ISIN: [       ]) – Notice to DTC,
Holders and Beneficial Owners –Election to Conduct a Settlement Shares Offer


 


This notice is in
relation to NatWest Group plc’s (the “Company”) [$][ ] Perpetual Subordinated Contingent Convertible Additional
Tier 1 Capital Notes (CUSIP: [ ], ISIN: [ ]) issued on [ ], 2021 (the “Securities”) pursuant to the Contingent Convertible
Securities Indenture, dated August 10, 2015, between the Company and The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”),
as amended and supplemented by the Fifth Supplemental Indenture dated as of August 19, 2020 and as supplemented by the Eighth Supplemental
Indenture, dated [●], 2021, between the Company and the Trustee (together, the “Indenture”), and pursuant to
the prospectus dated December 17, 2017 (the “Prospectus”). Capitalized terms used herein and not defined herein shall
have the respective meanings ascribed to such terms in the Indenture.


 


The Company hereby
notifies The Depository Trust Company (“DTC”), the Holders and the Beneficial Owners of the Contingent Capital Notes
that it has elected that the Settlement Share Depository conduct a Settlement Shares Offer. The Settlement Shares Offer Period will extend
from the date of this notice until [Date]4.


 


 


____________________


 

3
Note: Addresses to be reconfirmed prior to when notice is sent; subject to modification if Securities are in definitive form and
to changes in DTC (or successor clearing system) policies and procedures.


 


4
Note: Insert the date that the Settlement Shares Offer expires, which shall be no later than forty (40) business days after the
delivery of this Settlement Shares Offer Notice.






    30 


     


    

 


[In addition, the
Company hereby notifies DTC, the Holders and the Beneficial Owners of the Contingent Capital Notes that the Suspension Date shall be
[Date]5. Accordingly, the Company hereby instructs DTC to implement a “chill” on the clearance and settlement
of the Contingent Capital Notes on the Suspension Date. As described in the Prospectus, Holders and Beneficial Owners will not be able
to settle the transfer of any Contingent Capital Notes following the Suspension Date, and any sale or other transfer of the Contingent
Capital Notes that a Holder or Beneficial Owner may have initiated prior to the Suspension Date that is scheduled to settle after the
Suspension Date will be rejected by DTC and will not be settled within DTC.]6


 


NatWest Group plc
further requests DTC to post this notice on its Reorganization Inquiry for Participants System (or such other system as DTC uses for
providing notices to holders of securities).


 


Should DTC, any
Holder or any Beneficial Owner of the Contingent Capital Notes have any inquiries, please contact either the Company at [Telephone, Fax,
Email] or [Name], the Settlement Share Depository, at [Telephone, Fax, Email] 7


 


 


 


____________________


 

5
Note: Insert the Suspension Date, which is the date on which DTC shall suspend all clearance and settlement of the Contingent Capital
Notes.


 


6
Insert information concerning the Suspension Date if such information has not previously been included in the Conversion Trigger
Notice.


 


7
Insert contact details of any Settlement Share Depository, or, if NatWest Group plc has been unable to appoint a Settlement Share
Depository, any other details required to set out the issuance and/or delivery procedures in respect of the Settlement Shares, ADSs or
any Alternative Consideration as to Holders and Beneficial owners as NatWest Group plc shall consider reasonable in the circumstances.



    31 


     


    

 


Exhibit
E


 


Form
of Settlement Request Notice8


 


NOTICE
TO DTC AND FOR PUBLICATION

AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS


 


[NatWest
Group Letterhead]


 


	To:	The
Depository Trust Company

    55 Water Street,
25th Floor

    New York, NY 10041-0099

    Attn: Mandatory
Reorganization Department

    Fax: +1 (212)
855-5488

    Email: mandatoryreorgannouncements@dtcc.com

     
	

    


     

	Cc:	The Bank of
New York Mellon

    One Canada Square

    London E14 5AL

    United Kingdom

    Attn: [        ]

    Email:[        ]

    Fax:   [
       ]

    Tel:   [       ]

     
	The Bank of
New York Mellon

    One Wall Street

    New York, NY 10286

    United States
of America

    Attn: [       ]

    Email:[        ]

    Fax:   [
       ]

    Tel:   [
       ]



 


Re: NatWest Group
plc [$][ ] Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes (CUSIP: [ ], ISIN: [ ]) – Notice to DTC,
Holders and Beneficial Owners –Election to Conduct a Settlement Shares Offer


 


This notice is in
relation to NatWest Group plc’s (the “Company”) [$][ ] Perpetual Subordinated Contingent Convertible Additional
Tier 1 Capital Notes (CUSIP: [ ], ISIN: [ ]) issued on [ ], 2021 (the “Securities”) pursuant to the Contingent Convertible
Securities Indenture, dated August 10, 2015, between the Company and The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”),
as amended and supplemented by the Fifth Supplemental Indenture dated as of August 19, 2020 and as supplemented by the Eighth Supplemental
Indenture, dated [●], 2021, between the Company and the Trustee (together, the “Indenture”), and pursuant to
the prospectus dated December 13, 2017 (the “Prospectus”). Capitalized terms used herein and not defined herein shall
have the respective meanings ascribed to such terms in the Indenture.


 


The Company hereby
requests that Holders and Beneficial Owners of the Contingent Capital Notes provide notice to [Name of Settlement Share Depository (or
other nominee)], as [Settlement Share Depository ]9, with a copy to the Trustee, in the form provided in Exhibit F to the
Eighth Supplemental Indenture before [Date] (the “Notice Cut-off Date”).


 


 


____________________


 

 


8
Note: Addresses to be reconfirmed prior to when notice is sent; subject to modification if Securities are in definitive form and
to changes in DTC (or successor clearing system) policies and procedures.


 


9
Note: If NatWest Group plc has been unable to appoint a Settlement Share Depository, this should refer to the entity undertaking
its functions.






    32 


     


    

 


If a Holder or Beneficial
Owner of the Contingent Capital Notes properly completes and delivers a Settlement Notice on or before the Notice Cut-off Date, the Settlement
Share Depository shall, in accordance with the terms of the Eighth Supplemental Indenture, deliver to such Holder or Beneficial Owner
the relevant Settlement Shares (rounded down to the nearest whole number of Settlement Shares), ADSs or Alternative Consideration, as
applicable, [on the date which is the later of (a) two (2) Business Days after the date on which the Settlement Notice is received by
the Settlement Share Depository and (b) two (2) Business Days after [Date]10.]


 


If a Holder or Beneficial
Owner of the Contingent Capital Notes fails to properly complete and deliver a Settlement Notice before the Notice Cut-off Date, the
Settlement Share Depository shall continue to hold the relevant Settlement Shares or Alternative Consideration. However, the relevant
Securities shall be cancelled on the Final Cancellation Date, which shall be [Date],11 and any Holder or Beneficial
Owner delivering a Settlement Notice after the Notice Cut-off Date will have to provide evidence of its entitlement to the relevant Settlement
Shares, ADSs or Alternative Consideration, as applicable, satisfactory to the Settlement Share Depository in its sole and absolute discretion
in order to receive delivery of such Settlement Shares, ADSs or Alternative Consideration (if so elected to be deposited with the ADS
Depository on its behalf). The Company shall have no liability to any Holder or Beneficial Owner of the Contingent Capital Notes for
any loss resulting from such Holder’s or Beneficial Owner’s failure to receive any Alternative Consideration, Settlement
Shares or ADSs, or from any delay in the receipt thereof, in each case as a result of such Holder or Beneficial Owner (or custodian,
nominee, broker or other representative thereof) failing to duly submit a Settlement Notice and the relevant Contingent Capital Notes,
if applicable, on a timely basis or at all.


 


The Company further
requests DTC to post this notice on its Reorganization Inquiry for Participants System (or such other system as DTC uses for providing
notices to holders of securities).


 


Should DTC, any
Holder or any Beneficial Owner of the Contingent Capital Notes have any inquiries, please contact either the Company at [Telephone, Fax,
Email] or [Name], the [Settlement Share Depository], at [Telephone, Fax, Email].


 


 


____________________


 


 

10
Note: Date of expiry or termination of the Settlement Share offer period.


 


11
Note: The Final Cancellation Date may be up to twelve (12) business days following the Notice Cut-Off Date.




    33 


     


    

 


Exhibit
F


 


Form
of Settlement Notice12

NOTICE TO THE [SETTLEMENT SHARES DEPOSITORY AND] DTC


 


	To:	The
Depository Trust Company

    55 Water Street,
25th Floor

    New York, NY 10041-0099

    Attn: Mandatory
Reorganization Department

    Fax: +1 (212)
855-5488

    Email: mandatoryreorgannouncements@dtcc.com

     
	

    


     

	Cc:	The Bank of
New York Mellon

    One Canada Square

    London E14 5AL

    United Kingdom

    Attn: [         ]

    Email:[         ]

    Fax:   [         ]

    Tel: [           ]
	The Bank of
New York Mellon

    One Wall Street

    New York, NY 10286United
States of America

     

    Attn: [         ]

    Email:[        ]

    Fax:   [        ]

    Tel:   [        ]



 


Re: NatWest Group
plc [$][ ] Perpetual Subordinated Contingent Convertible Additional Tier 1 Capital Notes (CUSIP: [ ], ISIN: [ ]) – Notice to DTC,
Holders and Beneficial Owners –Election to Conduct a Settlement Shares Offer


 


This notice is in
relation to NatWest Group plc’s (the “Company”) [$][ ] Perpetual Subordinated Contingent Convertible Additional
Tier 1 Capital Notes (CUSIP: [ ], ISIN: [ ]) issued on [ ], 2021 (the “Securities”) pursuant to the Contingent Convertible
Securities Indenture, dated August 10, 2015, between the Company and The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”),
as amended and supplemented by the Fifth Supplemental Indenture dated as of August 19, 2020 and as supplemented by the Eighth Supplemental
Indenture, dated [●], 2021, between the Company and the Trustee (together, the “Indenture”), and pursuant to
the prospectus dated December 13, 2017 (the “Prospectus”). Capitalized terms used herein and not defined herein shall
have the respective meanings ascribed to such terms in the Indenture.



 


 


 


____________________


 

12
Note: Addresses to be reconfirmed prior to when notice is sent; subject to modification if Securities are in definitive form and
to changes in DTC and CREST (or successor clearing system) policies and procedures.


 






    34 


     


    

 


INFORMATION
OF THE HOLDER OR BENEFICIAL OWNER FOR DELIVERY OF SETTLEMENT SHARES, ADSs OR ALTERNATIVE CONSIDERATION


 


Surname/Company
Name:


 


First name:


 


Name to be entered
in the share register of NatWest Group plc:


 


Tradable Amount
of the Contingent Capital Notes held on the date hereof:


 


Securities to be
delivered:


 


□ Settlement
Shares


 


CREST participant
ID:


 


CREST member account
(if applicable):


 


[Account details
of clearing system account]13


 


[Address to which
any Settlement Shares should be delivered]14


 


□ American
Depositary Shares


 


Registered account
in the Company’s American Depositary Share facility: 


 


Cash account details
(if applicable):


 


YOU MUST DELIVER
THE SETTLEMENT NOTICE TO THE SETTLEMENT SHARE DEPOSITORY AND THE TRUSTEE VIA DTC BEFORE [DATE].


 


If you fail to properly
complete and deliver the Settlement Notice on or before the Notice Cut-off Date, the Settlement Share Depository shall continue to hold
your Settlement Shares or Alternative Consideration. However, your Contingent Capital Notes shall be cancelled on the Final Cancellation
Date, which shall be [Date],15 and you will have to provide evidence of your entitlement to the relevant Settlement Shares,
ADSs or Alternative Consideration, as applicable, satisfactory to the Settlement Share Depository in its sole and absolute discretion
in order to receive delivery of such Settlement Shares, ADSs or Alternative Consideration. 


 


__________________ 



 


13
Note: To be included if the Settlement Shares will be delivered through a clearing system account other than CREST.


 


14
Note: To be included if the Settlement Shares are not a participating security in CREST or any another clearing system.


 


15
Note: The Final Cancellation Date may be up to twelve (12) Business Days following the Notice Cut-off Date.


 


 


 



    35