Exhibit 4.1


 







 





 



 


 


LLOYDS
BANKING GROUP PLC


 


as Company,


 


and


 


THE
BANK OF NEW YORK MELLON,

acting through its London Branch


 


as Trustee







 





 






 


FOURTH
SUPPLEMENTAL INDENTURE


 


dated as
of November 20, 2019


 


to


 


CAPITAL
SECURITIES INDENTURE


 


dated as
of March 6, 2014


 


in
respect of


 


£500,000,000
Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities


 








 




     


     


    




 








TABLE
OF CONTENTS













 






 




Page


 




	Article
    1 

Definitions
	Section
    1.01.  Definition of Terms	2
	Section
    1.02.  Separability Clause	21
	Section
    1.03.  Benefits of Instrument	21
	Section
    1.04.  Relation to Capital Securities Indenture	21
	Article
    2 

The Additional Tier 1 Securities
	Section
    2.01.  Form, Title, Terms and Payments	21
	Section
    2.02.  Interest	23
	Section
    2.03.  Interest Payments Discretionary	24
	Section
    2.04.  Restriction on Interest Payments	25
	Section
    2.05.  Agreement to Interest Cancellation	25
	Section
    2.06.  Notice of Interest Cancellation	26
	Section
    2.07.  Payment of Principal, Interest and Other Amounts	26
	Section
    2.08.  Optional Redemption	27
	Section
    2.09.  Optional Tax Redemption	27
	Section
    2.10.  Regulatory Event Redemption	28
	Section
    2.11.  Substitution or Variation	29
	Section
    2.12.  Notice of Redemption, Substitution or Variation	29
	Section
    2.13.  Canceled Interest Not Payable Upon Redemption	31
	Section
    2.14.  Condition to Redemption, Purchase, Substitution or Variation	32
	Section
    2.15.  Automatic Conversion upon Trigger Event	33
	Section
    2.16.  Settlement Shares	37
	Section
    2.17.  Settlement Shares Offer	37
	Section
    2.18.  Settlement Procedure	39
	Section
    2.19.  Failure to Deliver a Settlement Notice	41
	Section
    2.20.  Delivery of ADSs	41
	Section
    2.21.  Agreement with Respect to Exercise of U.K. Bail-in Power	41
	Article
    3 

Anti-Dilution
	Section
    3.01.  Adjustment of Conversion Price	44
	Section
    3.02.  Qualifying Relevant Event	49
	Section
    3.03.  No Change to the Terms of Additional Tier 1 Securities on Non-Qualifying Relevant Event	50



 


 



    i


     


    




 


	Article
    4 

Enforcement Events and Remedies
	Section
    4.01.  Winding-up or Administration Event	51
	Section
    4.02.  Non-Payment Event	51
	Section
    4.03.  Limited Remedies for Breach of Performance Obligations	51
	Section
    4.04.  No Other Remedies and Other Terms	52
	Section
    4.05.  Waiver of Past Defaults	53
	Article
    5 

Subordination
	Section
    5.01.  Subordination to Claims of Senior Creditors	53
	Section
    5.02.  No Set-Off	55
	Article
    6 

Covenants
	Section
    6.01.  Undertakings	55
	Article
    7 

Satisfaction and Discharge
	Section
    7.01.  Satisfaction and Discharge of Indenture	56
	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	57
	Section
    8.03.  Holders Approval of Amendments	57
	Section
    8.04.  Relevant Regulator Consent	58
	Article
    9 

Amendments to the Capital Securities Indenture
	Section
    9.01.  Additional Amounts	58
	Section
    9.02.  Registration, Registration of Transfer and Exchange	60
	Article
    10 

Miscellaneous
	Section
    10.01.  Effect of Supplemental Indenture	61
	Section
    10.02.  Other Documents to Be Given to the Trustee	62
	Section
    10.03.  Notices to, and Consents Required from, the Relevant Regulator to Be Given to the Trustee	62
	Section
    10.04.  Survival	62
	Section
    10.05.  Confirmation of Indenture	62



 






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	Section
    10.06.  Concerning the Trustee	62
	Section
    10.07.  Governing Law	63
	Section
    10.08.  Counterparts	63
	Section
    10.09.  Bail-in Relating to BRRD Party	63










 




    iii


     


    

 


This FOURTH
SUPPLEMENTAL INDENTURE (“Fourth Supplemental Indenture”), dated as of November 20, 2019, among, LLOYDS BANKING
GROUP PLC, a company incorporated in Scotland with registered number 95000, as issuer (the “Company”), THE
BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, acting through
its London Branch, as trustee under the Capital Securities Indenture hereinafter referred to (the “Trustee”)
having its Corporate Trust Office at One Canada Square, London E14 5AL, United Kingdom and The Bank of New York Mellon SA/NV,
Luxembourg Branch, as capital security registrar.


 


WITNESSETH:


 


WHEREAS,
the Company and the Trustee have executed and delivered a Capital Securities Indenture, dated as of March 6, 2014 (the “Capital
Securities Indenture” and, together with this Fourth Supplemental Indenture, the “Indenture”), to
provide for the issuance of the Company’s Capital Securities (the “Securities”);


 


WHEREAS,
the Company hereto desires to issue a series of Securities to be known as the £500,000,000 Fixed Rate Reset Additional Tier
1 Perpetual Subordinated Contingent Convertible Securities (the “Additional Tier 1 Securities”);


 


WHEREAS,
the parties hereto desire to establish that the Additional Tier 1 Securities shall be issued in the form of one or more Global
Securities substantially in the form of Exhibit A to this Fourth Supplemental Indenture pursuant to Sections 2.01 and 3.01 of
the Capital Securities Indenture;


 


WHEREAS,
Section 9.01(f) of the Capital 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 Capital Securities
Indenture without the consent of Holders;


 


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


 


WHEREAS,
this Fourth Supplemental Indenture shall amend and supplement the Capital Securities Indenture but only with respect to the Additional
Tier 1 Securities; to the extent the terms of the Capital Securities Indenture are inconsistent with such provisions of this Fourth
Supplemental Indenture, the terms of this Fourth Supplemental Indenture shall govern, but only with respect to the Additional
Tier 1 Securities;


 


WHEREAS,
the entry into of this Fourth Supplemental Indenture has been authorized pursuant to a Board Resolution, as required by Section
9.01 of the Capital Securities Indenture; and


 


WHEREAS,
the Company has requested and does hereby request that the Trustee execute and deliver this Fourth Supplemental Indenture and
whereas all actions required by the Company to be taken in order to make this Fourth 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 Fourth
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 Fourth Supplemental Indenture:


 


(a)           
a term defined anywhere in this Fourth 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 Capital 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 Fourth Supplemental Indenture and the Capital Securities Indenture, the term “series”
shall mean the series of Securities designated as the Additional Tier 1 Securities;


 


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


 


(g)           
the terms “U.S. dollars” and “$” 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 Fourth
Supplemental Indenture;


 


(j)            
wherever the words “include”, “includes” or “including” are used in this Fourth 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;


 




    2


     


    

(l)            
for purposes of Article III of this Fourth 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 or Existing Shareholders, as
the case may be, other than Shareholders or Existing Shareholders, as the case may be, 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 Additional Tier 1 Securities, excluding any interest which has
been canceled or deemed to be canceled as described in ‎Section
2.03 and ‎Section 2.04 hereof.


 


“Acquirer”
means the person which, following a Relevant 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 Additional Tier 1 Security 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 Additional Tier 1 Security (less
an amount equal to the pro rata share of any stamp duty, stamp duty reserve tax, or any other capital, issue, transfer,
registration, financial transaction or documentary tax 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 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 Additional Tier 1 Security (less
an amount equal to the pro rata share of any stamp duty, stamp duty reserve tax, or any other capital, issue, transfer,
registration, financial transaction or documentary tax that may arise or be paid in connection with the delivery of the 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 Additional Tier 1 Security rounded down


 




    3


     


    

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 Settlement Shares Offer.


 


“Applicable
Regulations” means, at any time, the laws, regulations, requirements, guidelines and policies relating to capital adequacy
and prudential supervision (including, without limitation, as to leverage) then in effect in the United Kingdom including, without
limitation to the generality of the foregoing (and for so long as the same are applicable in the United Kingdom), any delegated
or implementing acts (such as regulatory technical standards) adopted by the European Commission and any regulations, requirements,
guidelines and policies relating to capital adequacy adopted by the Relevant Regulator, from time to time (whether or not such
requirements, guidelines or policies are applied generally or specifically to the Company or to the Company and its subsidiaries).


 


“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 Relevant 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 Additional
Tier 1 Securities 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 of the Additional Tier
1 Securities) in accordance with the terms of the Additional Tier 1 Securities.


 


“Bail-in
Legislation” means in relation to a Member State of the European Economic Area which has implemented, or which at any
time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation
Schedule from time to time.


 


“Bail-in
Powers” means any Write-down and Conversion Powers as defined in relation to the relevant Bail-in Legislation.


 


“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 Capital Security Register.


 


“BRRD”
means Directive 2014/59/EU (as amended or superseded) establishing a framework for the recovery and resolution of credit institutions
and investment firms.


 




    4


     


    

“BRRD
Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the
applicable Bail-in Legislation.


 


“BRRD
Party” means the Capital Security Registrar.


 


“Business
Day” means any day (other than a Saturday, a Sunday or a public holiday) on which commercial banks and foreign exchange
markets are open for business in London, England.


 


“Calculation
Agent” means The Bank of New York Mellon, acting through its London Branch, or its successor appointed by the Company
pursuant to the Calculation Agent Agreement between the Company and The Bank of New York Mellon, dated as of the date hereof.


 


“Cancellation
Date” means (i) with respect to any Additional Tier 1 Security 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 Additional
Tier 1 Security 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.


 


“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 date, the sum, expressed in pounds sterling, of all amounts that constitute Common Equity Tier
1 Capital of the Group as at such date, less any deductions from Common Equity Tier 1 Capital of the Group required to be made
as at such date, in each case as calculated by the Company on a consolidated and Fully Loaded basis in accordance with the Applicable
Regulations applicable to the Group as at such date (which calculation shall be binding on the Trustee and Holders and Beneficial
Owners of the Additional Tier 1 Securities).


 


“CET1
Ratio” means, at any date, the ratio of the Group’s CET1 Capital as of such date to Risk Weighted Assets as of
the same such date, expressed as a percentage, and on the basis that all measures used in such calculation shall be calculated
on a Fully Loaded basis.


 


“Clearing
Systems” means Clearstream, Luxembourg and Euroclear.


 


“Clearing
System Business Day” means a day on which each of Euroclear and Clearstream, Luxembourg is open for business.


 




    5


     


    

“Clearstream,
Luxembourg” means Clearstream Banking, S.A.


 


“Common
Equity Tier 1 Capital” shall have the meaning ascribed to such term in CRD IV (as the same may be amended or replaced
from time to time) as interpreted and applied in accordance with the Applicable Regulations then applicable to the Group.


 


“Compliant
Securities” means securities issued directly by the Company that, (a) have terms not materially less favorable to an
investor than the terms of the Additional Tier 1 Securities (as reasonably determined by the Company in consultation with an investment
bank or financial adviser of international standing (which in either case is independent of the Company)) and 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 rely without further enquiry and without liability to any person) prior to the issue or variation
of the relevant securities); (b) subject to (a) above (1) contain terms which comply with the then current requirements of the
Relevant Regulator in relation to additional tier 1 capital; (2) provide for the same interest rate and Interest Payment Dates
from time to time applying to the Additional Tier 1 Securities; (3) rank pari passu with the ranking of the Additional
Tier 1 Securities; (4) preserve any existing rights under the Indenture to any accrued interest or other amounts which have not
been either paid or canceled (but without prejudice to the right of the Company to cancel the same under the terms of the Compliant
Securities, if applicable); (5) preserve the obligations (including the obligations arising from the exercise of any right) of
the Company as to payments of principal in respect of the Additional Tier 1 Securities, including (without limitation) as to the
timing and amount of such payments; and (6) contain terms providing for the conversion of the Additional Tier 1 Securities, the
cancellation of payments of interest thereon or write-down of the principal of the Additional Tier 1 Securities only if such terms
are not materially less favorable to an investor than the terms of the Additional Tier 1 Securities; (c) are (1) listed on the
Global Exchange Market of Euronext Dublin or (2) listed on such other stock exchange as is a Recognized Stock Exchange at that
time as selected by the Company and; (d) where the Additional Tier 1 Securities which have been substituted or varied had a published
rating (solicited by, or assigned with the cooperation of, the Company) from a Rating Agency immediately prior to their substitution
or variation, each such Rating Agency has ascribed, or announced its intention to ascribe, an equal or higher published rating
to the relevant Compliant Securities.


 


“control”
means, for the purposes of the definition of a Relevant 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.



 




    6


     


    

“Conversion
Date” means the date specified in the Conversion Trigger Notice and shall occur without delay upon the occurrence of
a Trigger Event (and shall be no later than one month following the occurrence of the relevant Trigger Event, or such shorter
period as the Relevant Regulator may require).


 


“Conversion
Price” means £0.633, subject to the anti-dilution provisions set forth under ‎Article
3.


 


“Conversion
Trigger Notice” means the written notice (substantially in the form attached hereto as Exhibit B) to be delivered by
the Company to the Trustee directly and to the Clearing Systems for onward circulation to the Holders and Beneficial Owners of
the Global Securities (or, if the Securities are definitive Securities, by the Company to the Trustee directly and to the Holders
at their addresses shown on the Capital Security Register) in a form acceptable to the Clearing Systems and specifying (i) the
CET1 Ratio, (ii) the Conversion Date, (iii) the then-prevailing Conversion Price (which Conversion Price shall remain subject
to any subsequent adjustment pursuant to ‎Article 3 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, ADSs or any
Alternative Consideration to the Holders of the Additional Tier 1 Securities as it shall consider reasonable in the circumstances,
and (v) that the Additional Tier 1 Securities shall remain in existence for the sole purpose of evidencing the Holder’s
right to receive Settlement Shares, ADSs or Alternative Consideration, as applicable, from the Settlement Share Depository and
that the Additional Tier 1 Securities may continue to be transferable until the Suspension Date.


 


“CRD
IV” means the legislative package consisting of Directive 2013/36/EU on access to the activity of credit institutions
and the prudential supervision of credit institutions and investment firms, as the same may be amended or replaced from time to
time (including, without limitation, by Directive (EU) 2019/878) (the “Directive”) and Regulation (EU) No.
575/2013 on prudential requirements for credit institutions and investment firms of the European Parliament and of the Council
of 26 June 2013, as the same may be amended or replaced from time to time (including, without limitation, by Regulation (EU) 2019/876)
(the “Regulation”).


 


“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 (or, for the purposes of ‎Section
3.01(d), ten (10) consecutive Dealing Days) ending on the Dealing Day immediately preceding such date; provided that, if at any
time during the said five (5) (or ten (10)) Dealing-Day period the Volume Weighted Average Price shall have been based on a price
ex-dividend


 




    7


     


    

(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
                                         issued and delivered do not 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 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 for or on account of tax, and disregarding any associated tax credit; or



 


		(ii)	if the Ordinary Shares to be
                                         issued and 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 for or on account of tax, and disregarding any associated tax credit,



 


and provided
further that, if on each of the said five (5) Dealing Days (or, for the purposes of ‎Section
3.01(d), the said ten (10) 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 for or on account of tax, and disregarding any associated tax credit, 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 (or, for the purposes of
‎Section 3.01(d), the said ten (10) 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) (or ten (10)) 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 Adviser.


 




    8


     


    

“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” shall have the meaning assigned to such term in CRD IV (as the same may be amended or replaced from time to time),
as interpreted and applied in accordance with the Applicable Regulations then applicable to the Company, but amended so that any
reference therein to “before distributions to holders of own funds instruments” shall be read as a reference to “before
distributions by the Company to holders of Parity Securities, the Additional Tier 1 Securities or any Junior Securities”.


 


“EEA
Regulated Market” means a market as defined by Article 4.1(21) of Directive 2014/65/EU (as amended or superseded) of
the European Parliament and of the Council on markets in financial instruments.


 


“Enforcement
Event” means any of (i) a Winding-up or Administration 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 U.K. Companies Act 2006.


 


“EU
Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market
Association (or any successor person) from time to time at http://www.lma.eu.com/.


 


“Euroclear”
means Euroclear Bank S.A./N.V.


 


“Exempt
Newco Scheme” means a Newco Scheme where, immediately after completion of the relevant Scheme of Arrangement, the ordinary
shares or units or equivalent of Newco (or depositary or other receipts or certificates representing ordinary shares or units
or equivalent of Newco) are (i) admitted to trading on the Relevant Stock Exchange or (ii) admitted to listing on such other Regulated
Market as the Company or Newco may determine.


 


“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 the 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 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


 




    9


     


    

good faith
by an Independent Adviser), the Fair Market Value (a) of such Other Securities shall equal the arithmetic mean of the daily Volume
Weighted Average Prices of such 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 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 for or 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 Additional Tier 1 Securities
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 canceled, which date may be up to twelve (12) Business Days following the Notice Cut-off Date.


 


“First
Reset Date” means June 27, 2025.


 


“Foreign
Currency” means pounds sterling or any currency issued by the government of any country (or a group of countries or
participating member states) other than the United States which as at the time of payment is legal tender for the payment of public
and private debts.


 


“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 Regulation (as may be
amended from time to time) in accordance with the Applicable Regulations as at the time such measure is determined.


 




    10


     


    

“Governmental
Entity” means (i) the United Kingdom government, (ii) an agency of the United Kingdom government or (iii) a person or
entity (other than a body corporate) controlled by the United Kingdom government or any such agency referred to in (ii). If the
Company is then organized in another jurisdiction, the references to “United Kingdom government” shall be read as
references to the government of such other jurisdiction.


 


“Independent
Adviser” means an independent financial institution of international repute or an independent adviser of recognized
standing and expertise appointed by the Company at its own expense.


 


“Interest
Payment Date” means March 27, June 27, September 27 and December 27 of each year, commencing on March 27, 2020 (long
first interest period).


 


“Issue
Date” means November 20, 2019, being the date of the initial issue of the Additional Tier 1 Securities.


 


“Junior
Securities” means (i) any Ordinary Share or other securities of the Company ranking, or expressed to rank, junior to
the Additional Tier 1 Securities in a Winding-up or Administration Event occurring prior to a Trigger Event and/or (ii) any securities
issued by any other member of the Group where the terms of such securities benefit from a guarantee or support agreement entered
into by the Company which ranks, or is expressed to rank, junior to the Additional Tier 1 Securities in a Winding-up or Administration
Event occurring prior to a Trigger 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.


 


“London
Banking Day” means any day (other than a Saturday, a Sunday or a public holiday) in which dealings in pounds sterling
are transacted or, with respect to any future date, are expected to be transacted in the London interbank market.


 


“New
Conversion Condition” shall be satisfied if by not later than seven calendar days following the occurrence of a Relevant
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 



 






    11


     


    

 








	 	VWAPOS









 


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 on each of the 10 Dealing Days ending
                                         on the Dealing Day prior to the date the Relevant 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 on each of the 10 Dealing Days ending on
                                         the Dealing Day prior to the date the Relevant Event shall have occurred.



 


“Newco
Scheme” means a scheme of arrangement or analogous proceeding (“Scheme of Arrangement”) which effects the
interposition of a limited liability company (“Newco”) between the Shareholders immediately prior to the Scheme of
Arrangement (the “Existing Shareholders”) and the Company; provided that (i) only ordinary shares or units or equivalent
of Newco or depositary or other receipts or certificates representing ordinary shares or units or equivalent of Newco are issued
to Existing Shareholders; (ii) immediately after completion of the Scheme of Arrangement the only holders of ordinary shares,
units or equivalent of Newco or, as the case may be, the only holders of depositary or other receipts or certificates representing
ordinary shares or units or equivalent of Newco, are Existing Shareholders holding in the same proportions as immediately prior
to completion of the Scheme of Arrangement (disregarding de minimis holdings by initial subscribers, if applicable); (iii)
immediately after completion of the Scheme of Arrangement, Newco is (or one or more wholly-owned Subsidiaries of Newco are) the
only shareholder of the Company; (iv) all Subsidiaries of the Company immediately prior to the Scheme of Arrangement (other than
Newco, if Newco is then a Subsidiary of the Company) are Subsidiaries of the Company (or of Newco) immediately after completion
of the Scheme of Arrangement; and (v) immediately after completion of the Scheme of Arrangement the Company (or Newco) holds,
directly or indirectly, the same percentage of the Ordinary Share Capital and Equity Share Capital of those Subsidiaries as was
held by the Company immediately prior to the Scheme of Arrangement.


 


“Non-payment
Event” has the meaning specified in ‎Section 4.02.


 




    12


     


    

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


 


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


 


“Notional
Preference Shares” has the meaning specified in ‎Section
5.01(c).


 


“Ordinary
Share Capital” has the meaning provided in Section 1119 of the U.K. 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”,
when used with respect to the Additional Tier 1 Securities means, as of the date of determination, all Securities theretofore
authenticated and delivered, except:


 


(i)       Securities
theretofore canceled by the Trustee or delivered to the Trustee for cancellation;


 


(ii)       Securities,
or portions thereof, for whose payment or redemption money, in the necessary amount, have been theretofore deposited with the
Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company
shall act as its own Paying Agent) for the Holders of the Additional Tier 1 Securities; provided, that, if the Additional
Tier 1 Securities are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture or provision therefor
satisfactory to the Trustee has been made; and


 


(iii)       Securities
which have been paid pursuant to Section 11.06 of the Capital Securities Indenture or for which Settlement Shares have been delivered
to the Settlement Share Depository, in each case other than any such Securities in respect of which there shall have been presented
to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities
are valid obligations of the Company;


 


provided,
however, that in determining whether the Holders of the requisite principal amount of the outstanding Securities have given
any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of Securities denominated
in a Foreign Currency shall be the U.S. dollar equivalent, determined on the date of original issuance of such Securities, of
the principal amount of such Securities; and (ii) Securities beneficially owned by the Company or any other obligor upon the Additional
Tier 1 Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be outstanding
except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Securities which a


 




    13


     


    

Responsible
Officer of the Trustee has received an Officer’s Certificate stating that such Securities are so beneficially owned shall
be so disregarded; provided, further, however, that Securities so beneficially owned which have been pledged in good faith
may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act
with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Additional Tier 1 Securities
or any Affiliate of the Company or of such other obligor.


 


“Parity
Securities” means (i) the most senior ranking class or classes of preference shares in the capital of the Company from
time to time and any other securities of the Company ranking, or expressed to rank, pari passu with the Additional Tier
1 Securities and/or such preference shares following a Winding-up or Administration Event occurring prior to a Trigger Event and/or
(ii) any securities issued by any other member of the Group, where the terms of the securities benefit from a guarantee or support
agreement entered into by the Company which ranks or is expressed to rank pari passu with the Additional Tier 1 Securities
and/or such preference shares following a Winding-up or Administration Event occurring prior to a Trigger Event.


 


“Performance
Obligation” has the meaning specified in ‎Section
4.03.


 


“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 Adviser of international repute appointed by the Company shall in good faith prescribe.


 


“Prospectus”
means the prospectus on Form F-3 related to the offering and sale of the Additional Tier 1 Securities dated June 3, 2019, as supplemented.


 


“Prudential
Regulation Authority” or “PRA” means the Prudential Regulation Authority of the United Kingdom or
such other governmental authority in the United Kingdom (or if the Company becomes domiciled in a jurisdiction other than the
United Kingdom, such other jurisdiction) having primary responsibility for the prudential supervision of the Company.


 


“Qualifying
Relevant Event” means a Relevant Event where:


 


		(i)	the Acquirer is an Approved Entity;
                                         and



 


		(ii)	the New Conversion Condition
                                         is satisfied.



 


“Recognized
Stock Exchange” means a recognized stock exchange as defined in section 1005 of the U.K. 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.


 




    14


     


    

“Record
Date” means the close of business of the relevant Clearing System on the Clearing System Business Day immediately preceding
each Interest Payment Date (or, if the Additional Tier 1 Securities are held in definitive form, the fifteenth day preceding each
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 (including, without limitation, the main market of the London Stock Exchange).


 


“Regulatory
Event” has the meaning specified in ‎Section 2.10.


 


“Relevant
Currency” means pounds sterling or, if at the relevant time or for the purposes of the relevant calculation or determination
there is a Relevant Stock Exchange but the London Stock Exchange is not the Relevant Stock Exchange (or is the Relevant Stock
Exchange but the Ordinary Shares or Relevant Shares are not quoted or dealt in thereon in pounds sterling), 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.


 


A “Relevant
Event” shall occur if 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 (other than as a result of a Newco Scheme).


 


“Relevant
Event Notice” has the meaning attributed to such term as set forth in ‎Section
3.02.


 


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


 


“Relevant
Regulator” means the Bank of England acting as the Prudential Regulation Authority through its Prudential Regulation
Committee or such other governmental authority in the United Kingdom (or if the Company becomes domiciled in a jurisdiction other
than the United Kingdom, in such other jurisdiction) having primary supervisory authority with respect to the Company and/or the
Group in such circumstances.


 


“Relevant
Regulator Consent” means any necessary permission, following the giving of due notice, from the Relevant Regulator in
respect of redemption, payment, repayment, purchase, modification or substitution, as the case may be.


 


“Relevant
Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to
the relevant BRRD Party.


 


“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 (a) is listed and admitted to trading on a Regulated Market and
(b) is not share capital which, if the Additional Tier 1 Securities were to convert into such share capital in accordance with
the conditions of the Additional Tier 1 Securities,


 




    15


     


    

would cause
a Relevant Tax Effect in circumstances where, if the Additional Tier 1 Securities were instead to convert into Ordinary Shares,
such conversion into Ordinary Shares would not cause a Relevant Tax Effect.


 


“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
Tax Effect” means a circumstance, as at the Issue Date or at any time thereafter, that the Additional Tier 1 Securities
fall outside the definition of “hybrid capital instrument” in Section 475C of the Corporation Tax Act 2009.


 


“Relevant
U.K. Resolution Authority” means any authority with the ability to exercise a U.K. Bail-in Power.


 


“Reset
Determination Date” means, with respect to a Reset Period, the second London Banking Day immediately preceding the Reset
Date on which such Reset Period commences.


 


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


 


“Reset
Reference Banks” means five leading gilt dealers in the principal interbank market relating to sterling selected by
the Company.


 


“Reset
Reference Rate” means in respect of the relevant Reset Period, the gross redemption yield (as calculated by the Calculation
Agent on the basis set out by the United Kingdom Debt Management Office in the paper “Formulae for Calculating Gilt Prices
from Yields”, page 5, Section One: Price/Yield Formulae “Conventional Gilts”; Double dated and Undated Gilts
with Assumed (or Actual) Redemption on a Quasi-Coupon Date (published 8 June 1998, as amended or updated from time to time) or
if such basis is no longer in customary market usage at such time, in accordance with generally accepted market practice at such
time) on a semi-annual compounding basis (converted to an annualized yield and rounded up (if necessary) to three decimal places)
of the Benchmark Gilt in respect of the relevant Reset Period, with the price of the Benchmark Gilt for the purpose of determining
the gross redemption yield being the arithmetic average rounded (if necessary) to the nearest 0.001 per cent. (0.0005 per cent.
being rounded upwards)) of the bid and offered prices of such Benchmark Gilt quoted by the Reset Reference Banks at 11.00 a.m.
(London time) on the relevant Reset Determination Date on a dealing basis for settlement on the next following dealing day in
London. Such quotations shall be obtained by or on behalf of the Company and provided to the Calculation Agent. If at least four
quotations are provided, the Reset Reference Rate will be determined by reference to the rounded arithmetic mean of the quotations
provided, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in
the event of equality, one of the lowest). If only two or three quotations are provided, the Reset Reference Rate will be determined
by reference to the rounded arithmetic mean of the quotations provided. If only one


 




    16


     


    

quotation
is provided, the Reset Reference Rate will be determined by reference to the rounded quotation provided. If no quotations are
provided, the Reset Reference Rate shall be the Reset Reference Rate in respect of the immediately preceding Reset Period or,
in the case of the calculation of the first Reset Reference Rate, the Initial Interest Rate less the Margin, where:


 


(i)       “Benchmark
Gilt” means, in respect of the relevant Reset Period, such United Kingdom government security customarily used in the
pricing of new issues having a maturity date on or about the next succeeding Reset Date as the Company (on the advice of an investment
bank of international repute) may determine to be appropriate following any guidance published by the International Capital Market
Association at the relevant time; and


 


(ii)       “dealing
day” means a day on which the London Stock Exchange plc (or such other stock exchange on which the Benchmark Gilt is
at the relevant time listed) is ordinarily open for the trading of securities.


 


“Risk
Weighted Assets” means, at any date, the aggregate amount, expressed in pounds sterling, of the risk weighted assets
of the Group as at such date, as calculated by the Company on a consolidated and Fully Loaded basis in accordance with the Applicable
Regulations applicable to the Group on such date (which calculation shall be binding on the Trustee and the Holders and Beneficial
Owners) 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 Applicable Regulations applicable to the Group as at such date.


 


“Senior
Creditors” means creditors of the Company (i) who are unsubordinated creditors, (ii) whose claims are, or are expressed
to be, subordinated to the claims of unsubordinated creditors of the Company but not further or otherwise, or (iii) whose claims
are, or are expressed to be, junior to the claims of other creditors of the Company (whether subordinated or unsubordinated, other
than those whose claims rank, or are expressed to rank, pari passu with, or junior to, the claims of Holders or Beneficial
Owners) in a Winding-up or Administration Event occurring prior to a Trigger Event.


 


“Settlement
Date” means:


 


(i)       with
respect to any Additional Tier 1 Security 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 2.17, 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;


 




    17


     


    

(ii)       with
respect to any Additional Tier 1 Security 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 2.17, 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 Additional Tier 1 Security 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, ADSs or Alternative Consideration, as applicable, to Holders.


 


“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 in the form acceptable to the Clearing Systems and 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 Additional Tier 1 Securities 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 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, 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
the Clearing Systems) should be delivered and (vi) such other details as may be required by the Settlement Share Depository.


 


“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 the Clearing Systems for onward circulation to the Holders and Beneficial Owners of
the Global Securities (or, if the Additional Tier 1 Securities are in definitive form, by the Company to the Trustee directly
and to the Holders at their registered addresses as shown on the Capital 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


 




    18


     


    

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, and otherwise 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
2.17.


 


“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 Clearing Systems for onward circulation to the Holders and Beneficial Owners
of the Global Securities (or, if the Additional Tier 1 Securities are definitive Securities, by the Company to the Trustee directly
and to the Holders at their addresses shown on the Capital 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, as specified in the Conversion
Trigger Notice.


 


“Settlement
Shares Offer Period” means the period of time for which the Settlement Shares Offer shall be made, which 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
5.01 hereof.


 


“Subsidiary”
has the meaning provided in Section 1159 of the U.K. Companies Act 2006.


 


“Suspension
Date” means the date specified in the Conversion Trigger Notice or Settlement Shares Offer Notice as the date on which
the Clearing Systems shall block all positions relating to Additional Tier 1 Securities held in the Clearing Systems, which will
suspend all clearance and settlement of transactions in the Additional Tier 1 Securities through the Clearing Systems.


 


“Tax
Event” has the meaning specified in ‎Section 2.09.


 


“Tax
Law Change” has the meaning specified in ‎Section
2.09.


 


“Tier
1 Capital” has the meaning given to it by the Relevant Regulator from time to time.


 




    19


     


    

“Tier
2 Capital” has the meaning given to it by the Relevant Regulator from time to time.


 


“Tradable
Amount” has the meaning specified in ‎Section 2.01(n)
hereof.


 


“Trigger
Event” shall occur as at any date if the CET1 Ratio is less than 7.00% on such date, as determined by the Company, the
Relevant Regulator or any agent appointed for such purpose by the Relevant Regulator.


 


“U.K.
Bail-in Power” means any write-down and/or conversion power existing from time to time under any laws, regulations,
rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms
incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Company and the Group, including but
not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context
of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery
and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime under the Banking
Act as the same has been or may be amended from time to time (whether pursuant to the Banking Reform Act 2013, secondary legislation
or otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of
its affiliates can be reduced, canceled, amended, transferred and/or converted into shares or other securities or obligations
of the obligor or any other person.


 


“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 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 (except in each such case, a solvent winding-up
solely for the purposes of a reorganization, reconstruction or amalgamation of the Company or the substitution in place of the
Company of a successor in the business of the Company, the terms of which (i) have previously been approved in writing by Holders
of not less than 2/3 (two thirds)


 




    20


     


    

in aggregate
principal amount of the Additional Tier 1 Securities and (ii) do not provide that the Additional Tier 1 Securities shall thereby
become redeemable or repayable in accordance with their terms); or


 


(ii)       the
appointment of an administrator of the Company and such administrator declares, or gives notice that it intends to declare and
distribute a dividend.


 


Section 1.02.     
Separability Clause. In case any provision in this Fourth Supplemental Indenture or the Additional Tier 1 Securities
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 Fourth 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 Capital Securities Indenture. This Fourth Supplemental Indenture constitutes an integral part of the
Capital Securities Indenture. Notwithstanding any other provision of this Fourth Supplemental Indenture, all provisions of this
Fourth Supplemental Indenture are expressly and solely for the benefit of the Holders and Beneficial Owners of the Additional
Tier 1 Securities and any such provisions shall not be deemed to apply to any other Securities issued under the Capital Securities
Indenture and shall not be deemed to amend, modify or supplement the Capital Securities Indenture for any purpose other than with
respect to the Additional Tier 1 Securities; provided that pursuant to and in accordance with Section 3.08 of the Capital Securities
Indenture, the duties of the Trustee under the Indenture shall extend only to the Holders of the Additional Tier 1 Securities.


 


Article
2

The Additional Tier 1 Securities


 


Section 2.01.     
Form, Title, Terms and Payments. The form of any Security that is designated as an Additional Tier 1 Security shall
be evidenced by one or more global certificates in registered form (each, a “Global Certificate”) deposited
with a common depositary for Euroclear Bank S.A./N.V. (“Euroclear”) and/or Clearstream Banking, S.A. (“Clearstream,
Luxembourg” and, together with Euroclear, the “Clearing Systems”) and registered in the name of such
common depositary or its nominee on the Issue Date. Holders of the Additional Tier 1 Securities will hold beneficial interests
in the Additional Tier 1 Securities through Euroclear and/or Clearstream, Luxembourg and their respective direct and indirect
participants, and such direct and indirect participants will record such beneficial interest on their books. The Global Certificates
shall be executed and delivered in substantially the form attached hereto as Exhibit A. The terms of the Global Certificates are
hereby incorporated herein by reference and made a part hereof as if set forth herein in full.


 




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(a)           
There is hereby established a new series of Securities designated as the £500,000,000 Fixed Rate Reset Additional
Tier 1 Perpetual Subordinated Contingent Convertible Securities (the “Additional Tier 1 Securities”).


 


(b)           
The Additional Tier 1 Securities shall be issued in denominations of £200,000 principal amount and integral multiples
of £1,000 in excess thereof.


 


(c)           
The Additional Tier 1 Securities shall be initially limited in aggregate principal amount to £500,000,000, which
amount shall be as set forth in a Company Order for the authentication and delivery of Securities pursuant to ‎Section
3.03 of the Capital Securities Indenture. The Company may from time to time, without the consent of the Holders of the Additional
Tier 1 Securities, issue further Additional Tier 1 Securities having the same ranking and same interest rate, interest cancellation
terms, redemption terms, Conversion Price and other terms as the Additional Tier 1 Securities described in this Fourth Supplemental
Indenture, except for the price to public and Issue Date. Any such further Additional Tier 1 Securities subsequently issued shall
rank equally and ratably with the Additional Tier 1 Securities in all respects, so that such further Additional Tier 1 Securities
shall be consolidated and form a single series with the Additional Tier 1 Securities.


 


(d)           
The Additional Tier 1 Securities shall be perpetual Securities and shall have no Stated Maturity in respect of principal.


 


(e)           
The Additional Tier 1 Securities shall not have a sinking fund.


 


(f)            
Any proposed transfer of an interest in Additional Tier 1 Securities held in the form of a Global Certificate shall be
effected through the book-entry systems maintained by the Clearing Systems.


 


(g)           
The interest rate on the Additional Tier 1 Securities is set forth in ‎Section 2.02 hereof.


 


(h)           
All references to Foreign Government Securities and U.S. Government Obligations in the Capital Securities Indenture shall
be deleted in their entirety and be inapplicable to the Additional Tier 1 Securities, including but not limited to the definition
of outstanding in the Capital Securities Indenture and any references to such terms in Sections 4.01, 4.02 and 4.03 of the Capital
Securities Indenture.


 


(i)            
Payments in respect of the Additional Tier 1 Securities, including payments of principal and interest, shall be subject
to the conditions set forth under ‎Section 2.03, ‎Section 2.04 and ‎Section 2.14 hereof.


 


(j)            
The Additional Tier 1 Securities shall be subject to Automatic Conversion following the occurrence of a Trigger Event as
provided in ‎Section 2.16 hereof and shall be subject to the Enforcement Events as provided in ‎Article
4 hereof.


 


(k)           
The Company may redeem, vary or substitute the Additional Tier 1 Securities in accordance with ‎Section 2.11
hereof.


 




    22


     


    

(l)            
No modifications in respect of Additional Amounts, pursuant to Section 10.04 of the Capital Securities Indenture, shall
be applicable to the Additional Tier 1 Securities.


 


(m)            
The Company shall undertake reasonable efforts to list the Additional Tier 1 Securities on the Global Exchange Market of
Euronext Dublin (“Euronext Dublin”) within two months following the Issue Date. The Company shall endeavor
to maintain such listing as long as the Additional Tier 1 Securities remain outstanding.


 


(n)           
The denomination of each interest in a Global Certificate 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 Certificate shall equal
such Global Certificate’s outstanding principal amount. Following the Automatic Conversion, the principal amount of each
Additional Tier 1 Security shall equal zero, but the Tradable Amount of the book-entry interests in each Additional Tier 1 Security
shall remain unchanged as a result of the Automatic Conversion.


 


Section 2.02.     
Interest.


 


(a)           
From (and including) the Issue Date to (but excluding) the First Reset Date, the interest rate on the Additional Tier 1
Securities shall be 5.125% per annum (the “Initial Interest Rate”). From (and including) each Reset Date to
(but excluding) the next succeeding Reset Date, the interest will accrue on the Additional Tier 1 Securities at a rate per annum
calculated by the Calculation Agent on the relevant Reset Determination Date as being equal to the sum of the Reset Reference
Rate in respect of the relevant Reset Period (expressed as a rate per annum) and 4.607% (the “Margin”), such
sum being converted to a quarterly rate in accordance with market convention (rounded to three decimal places, with 0.0005 rounded
down). All pounds sterling amounts used in or resulting from such calculations will be rounded to the nearest pence (with one
half-pence being rounded upwards). Subject to Sections ‎2.03 and ‎2.04 and the last sentence of this paragraph
below, interest, if any, shall be payable in quarterly installments in arrears on each Interest Payment Date, 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 ‎2.03 and ‎2.04 below, interest
on the Additional Tier 1 Securities, if any, shall be computed by the Calculation Agent and payable in arrears and on the basis
of a year of 365 days and the actual number of days elapsed in the relevant interest period.


 


(b)           
In addition to any other restrictions on payments of principal and interest contained in this Fourth Supplemental Indenture,
no repayment of the principal amount of the Additional Tier 1 Securities or payment of interest on the Additional Tier 1 Securities
shall become due and payable after the exercise of any U.K. Bail-in Power by


 




    23


     


    

the
Relevant U.K. Resolution Authority unless, at the time that such repayment or payment, respectively, is scheduled to become due,
such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom and
the European Union applicable to the Company or other members of the Group.


 


Section 2.03.     
Interest Payments Discretionary.


 


(a)           
Interest on the Additional Tier 1 Securities shall be due and payable only at the sole discretion of the Company, and the
Company shall have 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
Additional Tier 1 Securities 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 Additional Tier 1 Securities, 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 shall only be due and payable on an Interest Payment Date to the extent it is not canceled or deemed canceled
(in each case, in whole or in part) in accordance with the provisions set forth in ‎Section 2.03(a), ‎Section
2.04, Section 2.05, ‎Section 2.15(g) and ‎Section 5.01 hereof, respectively, and any interest canceled or
deemed canceled (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 of the Additional Tier 1 Securities shall have no rights thereto
or to receive any additional interest or compensation as a result of such cancellation or deemed cancellation. The Company may
use such canceled interest without restriction.


 


(c)           
The Additional Tier 1 Securities shall cease to bear interest from, and including, the date of any redemption of the Additional
Tier 1 Securities as described under ‎Section 2.08, ‎Section 2.09 and ‎Section 2.10 unless payment
and performance of all amounts and obligations due by the Company in respect of the Additional Tier 1 Securities is not properly
and duly made, in which event interest shall continue to accrue on the Additional Tier 1 Securities until payment and performance
of all amounts and obligations has been properly and duly made (subject to the Company’s discretion to cancel all interest
payments).


 


Section 2.04.     
Restriction on Interest Payments.


 




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(a)           
Without limitation on the provisions of ‎Section 2.03 and subject to the extent permitted in paragraph (b) below
in respect of partial interest payments in respect of the Additional Tier 1 Securities, the Company shall not make an interest
payment in respect of the Additional Tier 1 Securities on any Interest Payment Date (and such interest payment shall therefore
be deemed to have been canceled and thus shall not be due and payable on such Interest Payment Date) to the extent an amount of
Distributable Items on any scheduled Interest Payment Date is less than the sum of (i) all payments (other than redemption
payments) made or declared by the Company since the end of its last financial year and prior to such Interest Payment Date on
or in respect of any Parity Securities, the Additional Tier 1 Securities and any Junior Securities and (ii) all payments (other
than redemption payments) payable by the Company on such Interest Payment Date (x) on the Additional Tier 1 Securities 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 (by way of deduction) in determining the Distributable Items.


 


(b)           
For purposes of this Fourth Supplemental Indenture, any interest canceled pursuant to ‎Section 2.04(a) shall
be “deemed canceled” under the terms of the Additional Tier 1 Securities and the Indenture and shall not be due and
payable.


 


Section 2.05.     
Agreement to Interest Cancellation.


 


(a)           
By its acquisition of the Additional Tier 1 Securities, 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) canceled (in whole or in part) by the Company at the
Company’s sole discretion and/or (y) deemed canceled (in whole or in part) pursuant to ‎Section 2.04(a);
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 shall not constitute a default in payment or otherwise under the terms of the Additional Tier 1 Securities or the Indenture.


 


(b)           
Interest on the Additional Tier 1 Securities shall only be due and payable on an Interest Payment Date to the extent it
is not canceled or deemed canceled under ‎Section 2.03, ‎Section 2.04, Section 2.05, ‎Section
2.15(g) or ‎Section 5.01 hereof. Any interest canceled or deemed canceled (in each case, in whole or in part) in the
circumstances described in ‎Section 2.03, ‎Section 2.04, Section 2.05, ‎Section 2.15(g) or ‎Section
5.01 above shall not be due and shall not accumulate or be payable at any time thereafter, and Holders and Beneficial Owners of
the Additional Tier 1 Securities 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 Additional Tier 1 Securities.


 




    25


     


    

Section 2.06.     
Notice of Interest Cancellation. Notwithstanding anything to the contrary in the Indenture (including Section 1.06
of the Capital 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 Additional Tier 1 Securities by delivery of the relevant
notice to Clearstream, Luxembourg and Euroclear for communication to Holders and Beneficial Owners (or, if the Additional Tier
1 Securities are in definitive form, to the Holders directly at their addresses shown in the Capital 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, or give the Holders and
Beneficial Owners of the Additional Tier 1 Securities any rights as a result of such failure.


 


Section 2.07.     
Payment of Principal, Interest and Other Amounts.


 


(a)           
Payments of principal of and interest, if any, on the Additional Tier 1 Securities shall be made in such coin or currency
of the United Kingdom as at the time of payment is legal tender for payment of public and private debts and such payments on Securities
represented by a Global Certificate shall be made through one or more Paying Agents appointed under the Capital Securities Indenture
to the Clearing Systems. Initially, the Paying Agent for the Additional Tier 1 Securities shall be The Bank of New York Mellon,
London Branch, One Canada Square, London E14 5AL, United Kingdom and the and the Capital Security Registrar shall be The Bank
of New York Mellon SA/NV, Luxembourg Branch, 2-4 Rue Eugene Ruppert, Vertigo Building – Polaris, Luxembourg, 2453, Luxembourg.
The Company may change the Paying Agent without prior notice to the Holders of the Additional Tier 1 Securities, and in such an
event the Company may act as Paying Agent or Capital Security Registrar.


 


(b)           
Payments of principal, interest and other amounts in respect of on the Additional Tier 1 Securities represented by a Global
Certificate 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 Additional Tier 1 Securities becomes due, transfer to the Paying
Agent such amount as may be required for the purposes of such payment.


 


(c)           
Where any interest payment (or relevant portion thereof) is canceled in accordance with the provisions of this Fourth Supplemental
Indenture and the Additional Tier 1 Securities and the Paying Agent has paid any interest payment (or relevant portion thereof)
scheduled to be paid in accordance with the provisions of this Fourth Supplemental Indenture and the Additional Tier 1 Securities
prior to its receipt of notice of such cancellation of interest in accordance with ‎Section 2.06 and subject to the
Paying Agent having first used all reasonable efforts to recover such payment from the Clearing Systems or its nominee, as the
Holder of the Global Certificate, prior to onward payment of such amounts to the Holders or Beneficial Owners, the Company shall
on demand reimburse the Paying Agent in accordance with ‎Section 2.07(d) below.


 




    26


     


    

(d)           
If the Paying Agent pays any amount due in respect of the Additional Tier 1 Securities in accordance with the provisions
of this Fourth Supplemental Indenture and the Additional Tier 1 Securities before receipt of the amount due under ‎Section
2.07(b), the Company shall on demand reimburse the Paying Agent for the relevant amount and pay interest to the Paying Agent on
such amount that is outstanding from the date on which it is paid out to the date of reimbursement at the rate per annum equal
to the cost to the Paying Agent of funding the amount paid out, as certified by the Paying Agent. Such interest shall be compounded
daily.


 


Section 2.08.     
Optional Redemption. Subject to the limitations specified in ‎Section 2.12 and ‎Section 2.14
of this Fourth Supplemental Indenture, the Company may, at the Company’s option, redeem the Additional Tier 1 Securities,
in whole but not in part, on (i) any day falling in the period commencing on (and including) December 27, 2024 and ending (and
including) the First Reset Date, or (ii) any Reset Date thereafter at a redemption price equal to 100% of the principal amount,
together with any accrued and unpaid interest on the Additional Tier 1 Securities, excluding any interest which has been canceled
or deemed to be canceled as described under Section 2.05 above then outstanding, together with any Accrued Interest to (but excluding)
the date fixed for redemption.


 


Section 2.09.     
Optional Tax Redemption.


 


(a)           
Subject to ‎Section 2.12 and ‎Section 2.14 of this Fourth Supplemental Indenture, the Company may,
at the Company’s option, redeem the Additional Tier 1 Securities, in whole but not in part, at a redemption price equal
to 100% of the principal amount of the Additional Tier 1 Securities then outstanding, together with any Accrued Interest to (but
excluding) the date fixed for redemption, if at any time:


 


(i)           
the Company determines that as a result of a change in, or amendment to, the laws or regulations of the United Kingdom,
or any political subdivision or authority therein or thereof, having the power to tax, including any treaty to which the United
Kingdom is a party, or any change in any generally published application or interpretation of such laws, including a decision
of any court or tribunal, or any change in the generally published application or interpretation of such laws by any relevant
tax authority or any generally published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject
to (y)) becomes effective on or after the Issue Date, or (y) in the case of a change in law, if such change is enacted by United
Kingdom Act of Parliament or implemented by statutory instrument, on or after the Issue Date (a “Tax Law Change”),
the Company has paid or will or would on the next payment date be required to pay Additional Amounts to any Holder of the Additional
Tier 1 Securities; and/or


 


(ii)           
a Tax Law Change would:


 


(A)           
result in the Company not being entitled to claim a deduction in respect of any payments (or its corresponding funding
costs


 




    27


     


    

as
recognized in its financial statements) in respect of the Additional Tier 1 Securities in computing the Company’s taxation
liabilities or the amount or value of such deduction to the Company would be materially reduced;


 


(B)           
prevent the Additional Tier 1 Securities from being treated as loan relationships for United Kingdom tax purposes;


 


(C)           
as a result of the Additional Tier 1 Securities being in issue, result in the Company not being able to have losses or
deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which it
is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current
as at the date of issue of the Additional Tier 1 Securities or any similar system or systems having like effect as may from time
to time exist);


 


(D)           
result in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax,
in respect of a write-down of the principal amount of the Additional Tier 1 Securities or the conversion of the Additional Tier
1 Securities into Settlement Shares (including, pursuant to the terms and conditions of the Additional Tier 1 Securities or as
a result of the exercise of any regulatory powers under the Banking Act 2009); or


 


(E)           
result in an Additional Tier 1 Security or any part thereof being treated as a derivative or an embedded derivative for
United Kingdom tax purposes,


 


(each such
change (or deemed change) in tax law or regulation or the official application or interpretation thereof, a “Tax Event”);
provided, however, in each case that the Company could not avoid the consequences of the Tax Event by taking measures
reasonably available to it.


 


(b)           
Prior to the giving of any such notice of redemption the Company shall deliver to the Trustee an Officer’s Certificate
stating that a Tax Event has occurred and setting out the details thereof. The Trustee shall be entitled to accept such Officer’s
Certificate without any further inquiry, in which event such Officer’s Certificate shall be conclusive and binding on the
Trustee, the Holders and the Beneficial Owners.


 


Section 2.10.     
Regulatory Event Redemption.


 


(a)           
Subject to ‎Section 2.12 and ‎Section 2.14 of this Fourth Supplemental Indenture, the Company may,
at the Company’s option, at any time redeem the Additional Tier 1 Securities, in whole but not in part, at a redemption
price equal to 100% of the principal amount of the Additional Tier 1 Securities 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 a change (which
has occurred or which the


 




    28


     


    

Relevant
Regulator considers to be sufficiently certain) to the regulatory classification of the Additional Tier 1 Securities under the
Applicable Regulations, in any such case becoming effective on or after the Issue Date, some or all of the outstanding aggregate
principal amount of the Additional Tier 1 Securities ceases to be included in, or count towards, the Tier 1 Capital (howsoever
defined in the Applicable Regulations) of the Group (a “Regulatory Event”).


 


(b)           
Prior to the giving of any such notice of redemption the Company shall deliver to the Trustee an Officer’s Certificate
stating that a Regulatory Event has occurred and setting out the details thereof. The Trustee is entitled to accept such Officer’s
Certificate without any further inquiry, in which event such Officer’s Certificate shall be conclusive and binding on the
Trustee, the Holders and the Beneficial Owners.


 


Section 2.11.     
Substitution or Variation. Upon the occurrence of a Tax Event or a Regulatory Event, the Company may, subject to
‎Section 2.12 and ‎Section 2.14, but without any requirement for the consent or approval of the Holders
of the Additional Tier 1 Securities, at any time (whether before, on or following the First Reset Date) either substitute all
(but not some only) of the Additional Tier 1 Securities for, or vary the terms of the Additional Tier 1 Securities so that they
remain or, as appropriate, become, Compliant Securities, and the Trustee shall (subject to ‎Section 2.12 and ‎Section
2.14) agree to such substitution or variation. Upon the expiry of such notice, the Company shall either vary the terms of or substitute
the Additional Tier 1 Securities, as the case may be.


 


Prior to
the giving of any notice of substitution or variation, the Company must deliver to the Trustee an officer’s certificate
stating that a Regulatory Event or Tax Event, as the case may be, has occurred, setting out the details thereof, and stating that
the terms of the relevant Compliant Securities comply with the definition thereof. The Trustee shall be entitled to accept such
officer’s certificate without any further inquiry, in which event such officer’s certificate shall be conclusive and
binding on the Trustee and the Holders and Beneficial Owners of the Additional Tier 1 Securities.


 


Section 2.12.     
Notice of Redemption, Substitution or Variation


 


(a)           
Before the Company may redeem, substitute or vary the Additional Tier 1 Securities pursuant to Sections ‎2.08,
‎2.09, ‎2.10 or ‎2.11, the Company shall deliver to the Clearing Systems for onward circulation
to the Holders and Beneficial Owners of the Global Securities (or, if the Additional Tier 1 Securities are in definitive form,
to the Holders at their addresses shown on the Capital Security Register) prior notice of (i) not less than fifteen (15) days,
and not more than thirty (30) days, in the case of ‎Section 2.08, and (ii) not less than thirty (30) days and nor more
than sixty (60) days, in the case of Sections ‎2.09, ‎2.10 and ‎2.11. The Company shall deliver
written notice of such redemption, substitution or variation of the Additional Tier 1 Securities to the Trustee at least five
(5) Business Days prior to the date on which the relevant notice of redemption, substitution or variation 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,
substitute or vary the Additional Tier 1 Securities, as the case may be, and the date fixed for such redemption, substitution
or variation, as the case may be, and shall be


 




    29


     


    

irrevocable
except in the limited circumstances described in paragraphs ‎(b), ‎(c), ‎(d), ‎(e)
or ‎(f) below.


 


(b)           
If the Company has delivered a notice of redemption pursuant to clause ‎(a) of this ‎Section 2.12,
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 2.12,
but prior to the payment of the redemption amount with respect to such redemption a Conversion Trigger Notice has been delivered
pursuant to ‎Section 2.15(b), such notice of redemption shall be automatically rescinded and shall be of no force and
effect, 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 2.12,
but prior to the date of any such redemption the Company has not given notice to the Relevant Regulator and/or the Relevant Regulator
has not granted permission to the Company to redeem the relevant Additional Tier 1 Securities (in each case to the extent, and
in the manner, required by the relevant Applicable 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.


 


(e)           
If the Company has delivered a notice of redemption pursuant to clause ‎(a) of this ‎Section 2.12,
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 Applicable Regulations (A) in the case of redemption following the occurrence
of a Tax Event, the Company has not demonstrated to the satisfaction of the Relevant Regulator that the relevant change or event
is material and was not reasonably foreseeable by the Company as at the Issue Date, or (B) in the case of redemption following
the occurrence of a Regulatory Event, the Company has not demonstrated to the satisfaction of the Relevant Regulator that the
relevant change was not reasonably foreseeable by the Company 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.


 


(f)            
If the Company has delivered a notice of redemption pursuant to clause ‎(a) of this ‎Section 2.12,
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 set out in the relevant Applicable Regulations for the time being, such notice of redemption shall
be automatically rescinded and shall be of no force and effect, 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) or ‎(f) above
occurs, the Company shall promptly deliver notice to the Clearing Systems as the Holders


 




    30


     


    

of the Global
Securities (or, if the Additional Tier 1 Securities are definitive Securities, to the Holders at their addresses shown on the
Capital 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 Additional Tier 1 Security 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 Additional Tier 1 Securities are to be surrendered for payment of the redemption price; and


 


(iv)           
the Common Code and/or ISIN number or numbers, if any, with respect to the Additional Tier 1 Securities being redeemed.


 


In addition,
if the Company has elected to redeem, substitute or vary the Additional Tier 1 Securities and:


 


(i)           
(in the case of redemption only) the Solvency Condition is not (or, if payment were made, would not be) satisfied in respect
of the relevant payment on the date scheduled for redemption; or


 


(ii)           
(in any case) prior to the redemption, substitution or variation a Trigger Event occurs,


 


the relevant
notice of redemption, substitution or variation (as the case may be) shall be automatically rescinded and shall be of no force
and effect, no such redemption, substitution or variation shall occur and the Company shall give notice thereof to the Holders
and to the Trustee as soon as reasonably practicable (but failure to give such notice shall not constitute a default for any purpose
nor shall it affect the rescission of the original notice of redemption, substitution or variation (as the case may be)). Further,
no notice of redemption, substitution or variation shall be given following a determination that a Trigger Event has occurred.


 


Section 2.13.     
Canceled Interest Not Payable Upon Redemption. Any interest payments that have been canceled or deemed canceled
pursuant to Sections ‎2.03 or ‎2.04 hereof shall not be payable if the Additional Tier 1 Securities are
redeemed pursuant to Sections ‎2.08, ‎2.09 or ‎2.10 hereof.


 


Section 2.14.     
Condition to Redemption, Purchase, Substitution or Variation. Any redemption, purchase, substitution or variation,
other than a purchase in the ordinary course of business dealing in securities, of the Additional Tier 1 Securities by or on behalf
of the Company or its subsidiaries, is subject to


 




    31


     


    

(i)           
the Company giving notice to the Relevant Regulator, and the Relevant Regulator granting permission to, the Company to
redeem, purchase, substitute or vary the terms of the relevant Additional Tier 1 Securities, as the case may be (in each case
to the extent, and in the manner, required by the relevant Applicable Regulations);


 


(ii)           
in the case of any redemption or purchase, if and to the extent then required under the then-prevailing Applicable Regulations,
either: (A) the Company having replaced the Additional Tier 1 Securities with own funds instruments of equal or higher quality
at terms that are sustainable for the income capacity of the Company; or (B) the Company having demonstrated to the satisfaction
of the Relevant Regulator that the own funds and eligible liabilities of the Company would, following such redemption or purchase,
exceed its minimum applicable capital requirements (including any applicable buffer requirements) by a margin that the Relevant
Regulator considers necessary at such time;


 


(iii)           
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 Applicable Regulations (A) in the case of redemption following the occurrence of a Tax Event, the Company
having demonstrated to the satisfaction of the Relevant Regulator that the relevant change or event is material and was not reasonably
foreseeable by the Company as at the Issue Date or (B) in the case of redemption following the occurrence of a Regulatory Event,
the Company having demonstrated to the satisfaction of the Relevant Regulator that the relevant change was not reasonably foreseeable
by the Company as at the Issue Date;


 


(iv)           
in the case of any purchase prior to the fifth anniversary of the Issue Date, in addition to satisfying either of the conditions
specified in Section 2.14(ii)(A) or 2.14(ii)(B) above, either (A) the Company having, before or at the same time as such purchase,
replaced the Additional Tier 1 Securities with own funds instruments of equal or higher quality at terms that are sustainable
for the income capacity of the Company, and the Relevant Regulator having permitted such action on the basis of the determination
that it would be beneficial from a prudential point of view and justified by exceptional circumstances; or (B) the relevant Additional
Tier 1 Securities being purchased for market-making purposes in accordance with the Applicable Regulations;


 


(v)           
in the case of any redemption or purchase, the satisfaction of the Solvency Condition both immediately prior to and immediately
following the redemption or purchase date;


 


(vi)           
a Trigger Event not having occurred; and


 


(vii)           
in the case of any substitution or variation, such substitution or variation being effected in compliance with applicable
regulatory and legal requirements, including the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).


 




    32


     


    

Subject to
applicable law in force at the relevant time, including the Applicable Regulations and U.S. federal securities law, the Company
or any of its subsidiaries may, directly or indirectly, purchase the Additional Tier 1 Securities at any price in the open market,
by tender or by private agreement. Any Additional Tier 1 Securities purchased beneficially by the Company for the account of the
Company and any of its subsidiaries (other than in connection with dealing in securities) will be treated as canceled and will
no longer be issued and outstanding.


 


Any refusal
by the Relevant Regulator to give its permission as contemplated above shall not constitute a default for any purpose.


 


Notwithstanding
the above conditions, if, at the time of any redemption, purchase, substitution or variation, the then-prevailing Applicable Regulations
permit the redemption, purchase, substitution or variation only after compliance with one or more alternative or additional pre-conditions
to those set out above, the Company shall instead comply with such other and/or, as appropriate, additional pre-condition(s).


 


Section 2.15.     
Automatic Conversion upon Trigger Event.


 


(a)           
If a Trigger Event has occurred, then the Automatic Conversion shall occur on the Conversion Date and all of the Company’s
obligations under the Additional Tier 1 Securities 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 Additional
Tier 1 Securities shall equal zero at all times thereafter. 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 Additional Tier 1 Securities directly), the issuance and delivery of the Settlement Shares or of the Alternative Consideration,
as applicable, to the Holders of the Additional Tier 1 Securities, and such issuance and delivery shall be in consideration for
the irrevocable and automatic release of all of the Company’s obligations under the Additional Tier 1 Securities 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 Fourth Supplemental Indenture and the Additional Tier 1 Securities to the issue and delivery of Settlement
Shares to the Settlement Share Depository shall be construed accordingly and apply mutatis mutandis.


 


(b)           
The determination as to whether a Trigger Event has occurred shall be made by the Company, the Relevant Regulator or any
agent appointed for such purpose by the Relevant Regulator. Any such determination shall be binding on the Company, the Trustee
and the Holders and the Beneficial Owners of the Additional Tier 1 Securities. Upon its determination that a Trigger Event has
occurred, the Company shall ‎(a) immediately inform the Relevant Regulator of the occurrence of a Trigger Event, ‎(b)
prior to giving the Conversion Trigger Notice, deliver to the Trustee an Officer’s Certificate substantially in the form
attached hereto as Exhibit C, specifying that a Trigger Event has occurred, which the Trustee shall accept without any further
enquiry as


 




    33


     


    

sufficient
evidence of such matters, in which event such certificate will be conclusive and binding on the Trustee and the Holders of the
Additional Tier 1 Securities, and (c) deliver a Conversion Trigger Notice to the Trustee directly and to the Clearing Systems
as the Holders of the Global Securities within five (5) Business Days (or such shorter period as the Relevant Regulator may require)
after the date on which such determination is made.


 


(c)           
The date on which the Conversion Trigger Notice shall be deemed to have been given shall be the date on which it is delivered
by the Company to the Clearing Systems (or, if the Additional Tier 1 Securities are in definitive form, to the Holders and Beneficial
Owners directly).


 


(d)           
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 Additional Tier 1 Securities, 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 of the
Additional Tier 1 Securities. By virtue of its holding of any Additional Tier 1 Securities, 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 Additional Tier 1 Securities to the Settlement Share Depository (or to such other relevant recipient).


 


(e)           
The Settlement Share Depository (or the relevant recipient in accordance with the terms of the Additional Tier 1 Securities,
as applicable) shall hold the Settlement Shares (and the Alternative Consideration, if any) on behalf of the Holders and Beneficial
Owners of the Additional Tier 1 Securities. 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 2.17 hereof.


 


(f)            
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 Additional Tier 1 Securities) in accordance with the terms of the Additional Tier
1 Securities, with effect from and on the Conversion Date, Holders and Beneficial Owners of the Additional Tier 1 Securities 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, ADSs or, if applicable, the Alternative Consideration to which such Holders and Beneficial Owners are
entitled. Subject to the occurrence of a Winding-up or Administration Event on or following a 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.


 




    34


     


    

(g)           
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 Additional
Tier 1 Securities) in accordance with the terms of the Additional Tier 1 Securities, Holders and Beneficial Owners shall not have
any rights against the Company with respect to repayment of the principal amount of the Additional Tier 1 Securities or payment
of interest or any other amount on or in respect of such Additional Tier 1 Securities, which liabilities of the Company shall
be automatically released, and accordingly the principal amount of the Additional Tier 1 Securities 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 Trigger
Event and up to (and including) the Conversion Date shall be deemed to have been canceled pursuant to ‎Section 2.03
above upon the occurrence of such Trigger Event and shall not be due and payable.


 


(h)           
Notwithstanding any other provision herein, by its acquisition of the Additional Tier 1 Securities, each Holder and each
Beneficial Owner shall be deemed to have (i) agreed to all of the terms and conditions of the Additional Tier 1 Securities, including,
without limitation, to those related to (x) Automatic Conversion of its Additional Tier 1 Securities following a 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 Fourth Supplemental Indenture or the Additional Tier 1 Securities)
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 Additional Tier 1 Securities and the liability of the Company to pay any such amounts (including
the principal amount of, or any interest in respect of, the Additional Tier 1 Securities) 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 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 Additional Tier 1 Securities, including, without limitation, claims related to or
arising out of or in connection with a Trigger Event and/or any Automatic Conversion, and (iv) authorized, directed and requested
Clearstream, Luxembourg and/or Euroclear and any direct participant in Clearstream, Luxembourg and/or Euroclear or other intermediary
through which it holds such Additional Tier 1 Securities 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.


 


(i)            
The procedures set forth in this ‎Section 2.15 are subject to change to reflect changes in Clearstream, Luxembourg
and/or Euroclear practices, and the Company may make changes to the procedures set forth in this ‎Section 2.15 to the
extent reasonably necessary, in the opinion of the Company, to reflect such changes in Clearstream,


 




    35


     


    

Luxembourg
and/or Euroclear practices. Any such changes shall be subject to the provisions of ‎Section 8.01.


 


(j)            
Notwithstanding anything to the contrary contained in the Indenture or the Additional Tier 1 Securities, once the Company
has delivered a Conversion Trigger Notice following the occurrence of a Trigger Event, (i) subject to the right of Holders and
Beneficial Owners pursuant to ‎Section 4.03 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 Trigger Event and the Holders and Beneficial Owners shall have no rights whatsoever
under the Indenture or the Additional Tier 1 Securities 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 ‎Section 2.15(j), with respect to any rights of Holders or Beneficial Owners with respect
to any payments under the Additional Tier 1 Securities 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.


 


(k)           
All authority conferred or agreed to be conferred by each Holder and Beneficial Owner pursuant to this ‎Section
2.15, 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.


 


(l)            
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 Trigger Event and the timing of such Trigger Event, (ii) the failure of the Company to post or deliver the underlying
CET1 Ratio calculations of a Trigger Event to the Clearing Systems, 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 Additional Tier 1 Securities
or for the direct or indirect consequences thereof or (v) any other requirement of the Company contained herein related to a Trigger
Event or the Automatic Conversion.


 


(m)            
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 Additional Tier 1 Securities) on the Conversion Date, the Additional Tier 1 Securities 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, ADSs or Alternative Consideration, as the case may be, from the Settlement Share
Depository (or such other relevant recipient, as applicable).


 




    36


     


    

(n)           
The Holders and Beneficial Owners shall not at any time have the option to convert to the Additional Tier 1 Securities
into Settlement Shares.


 


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


 


Section 2.16.     
Settlement Shares.


 


(a)           
The number of Settlement Shares to be issued to the Settlement Share Depository on the Conversion Date will be determined
by dividing the (i) aggregate principal amount of the Additional Tier 1 Securities outstanding immediately prior to the Automatic
Conversion on the Conversion Date, 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 be (i) the number of Settlement Shares thus calculated divided by (ii) the Tradable Amount of the book-entry
interests in the Additional Tier 1 Securities held by such Holder on the Conversion Date rounded down, if necessary, to the nearest
whole number of Settlement Shares.


 


(b)           
The Settlement Shares issued following the Automatic Conversion shall be fully paid and non-assessable 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 2.16 are subject to change to reflect changes in Clearstream, Luxembourg
or Euroclear practices, and the Company may make changes to the procedures set forth in this ‎Section 2.16 to the extent
reasonably necessary, in the opinion of the Company, to reflect such changes in Clearstream, Luxembourg or Euroclear practices.
Any such changes shall be subject to the provisions of ‎Section 8.01.


 


Section 2.17.     
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, such offer to be at a cash price per Settlement Share that will be no less than the Conversion Price,
subject as provided in this ‎Section 2.17 (the “Settlement Shares Offer”).


 




    37


     


    

(b)           
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 the Clearing Systems as the Holders of the
Global Securities (or, if the Additional Tier 1 Securities are definitive Securities, by the Company to the Trustee directly and
to the Holders at their addresses shown on the Capital Security Register). The Settlement Share Depository may then, in its sole
and absolute discretion, take steps (including, without limitation, changing the Suspension Date) to deliver to Holders and Beneficial
Owners (or the custodian, nominee, broker or other representative thereof) of the Additional Tier 1 Securities the Settlement
Shares or ADSs 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.


 


(c)           
Upon expiry of the Settlement Shares Offer Period, the Settlement Share Depository shall provide notice to the Holders
of the Additional Tier 1 Securities 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 Additional Tier 1 Securities. 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 2.18.


 


(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 Additional Tier 1 Securities
whether or not the Solvency Condition is satisfied.


 


(e)           
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 Additional Tier 1 Securities, 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 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 Additional Tier 1 Securities, (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


 




    38


     


    

subsequent
delivery of, any Alternative Consideration) and (v) authorized, directed and required the relevant Clearing System, any direct
participant in the Clearing Systems or other intermediary through which it holds the Additional Tier 1 Securities to take any
and all necessary action to implement the Automatic Conversion (including, without limitation, any Settlement Shares Offer).


 


Section 2.18.     
Settlement Procedure.


 


(a)           
Delivery of the Settlement Shares, ADSs or Alternative Consideration, as applicable, to the Holders and Beneficial Owners
of the Additional Tier 1 Securities shall be made in accordance with the procedures set forth in this ‎Section 2.18,
which remain subject to change to reflect changes in practices of the Clearing Systems.


 


(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.


 


(c)           
On the Suspension Date, the Company shall deliver, to the Trustee directly and to the Clearing Systems as the Holders of
the Global Securities (or, if the Additional Tier 1 Securities are in definitive form, to the Holders at their addresses shown
on the Capital 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, ADSs or 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 following Business Day.


 


(e)           
If the Additional Tier 1 Securities are held through the Clearing Systems, the Settlement Notice must be given in accordance
with the standard procedures of the Clearing Systems and in a form acceptable to the Clearing Systems and the Settlement Share
Depository from time to time. With respect to any Additional Tier 1 Securities held in definitive form, the Settlement Notice
must be delivered to the specified office of the Settlement Share Depository together with the relevant Additional Tier 1 Security.


 


(f)            
Subject to satisfaction of the requirements and limitations set forth in this ‎Section 2.18 and provided that
the Settlement Notice and the relevant Additional Tier 1 Securities, 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


 




    39


     


    

representative
thereof) of the relevant Additional Tier 1 Securities completing the relevant Settlement Notice or its nominee in accordance with
the instructions given in such Settlement Notice 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 Additional Tier 1 Securities, if applicable, the Settlement Share Depository shall be entitled
to treat such Settlement Notice as null and void.


 


(h)           
Neither the Company nor any member of the Group shall pay any taxes or capital, stamp, issue and registration or transfer
taxes or duties 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. A Holder or Beneficial Owner must pay any taxes and capital, stamp, issue and registration
and transfer taxes or duties arising upon Automatic Conversion in connection with the issue and delivery of the Settlement Shares
to the Settlement Share Depository and such Holder or Beneficial Owner must pay all, if any, such taxes or duties arising by reference
to any disposal or deemed disposal of such Holders or Beneficial Owner’s Additional Tier 1 Security or interest therein.
Any taxes and capital, stamp, issue and registration and transfer taxes or duties 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)            
The Settlement Shares (and the Settlement Share Component, if any, of any Alternative Consideration) and ADSs shall not
be available for delivery (i) to, or to a nominee for, Euroclear Bank S.A./N.V. or Clearstream Banking S.A. or any other person
providing a clearance service within the meaning of Section 96 of the U.K. Finance Act 1986 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 U.K. Finance
Act 1986, in each case at any time prior to the “abolition day” as defined in Section 111(1) of the U.K. Finance Act
1990, 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 2.18 to the extent such changes are
reasonably necessary, in the opinion of the Company, to effect the delivery of the Settlement Shares or ADSs, as applicable, to
the Holders and Beneficial Owners of the Additional Tier 1 Securities.


 


Section 2.19.     
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 Additional Tier 1 Securities, 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


 




    40


     


    

Additional
Tier 1 Securities, if applicable) is so delivered; provided, however, that the relevant Additional Tier 1 Securities
shall be canceled on the Final Cancellation Date, and any Holder or Beneficial Owner (or custodian, nominee, broker or other representative
thereof) of Additional Tier 1 Securities delivering a Settlement Notice after the Notice Cut-off Date shall be required provide
evidence of its entitlement to the relevant Settlement Shares, ADSs or Alternative Consideration 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 (to be deposited with the ADS Depository on its behalf). The Company shall have no liability to any Holder or Beneficial
Owner of the Additional Tier 1 Securities 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 Additional Tier 1 Securities, if applicable, on a timely basis or at all.


 


Section 2.20.     
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 2.17(a), the Settlement Share Depository shall deposit with the ADS Depository, the number
of Settlement Shares to be issued upon Automatic Conversion of the Additional Tier 1 Securities, and the ADS Depository shall
issue the corresponding number of ADSs to such Holder 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 2.21.     
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 Additional Tier 1 Securities, by purchasing or acquiring the Additional Tier 1 Securities, each Holder (including
each Beneficial Owner) of the Additional Tier 1 Securities acknowledges, accepts, agrees to be bound by and consents to the exercise
of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority that may result in (i) the reduction or cancellation of all,
or a portion, of the principal amount of, or interest on, the Additional Tier 1 Securities; (ii) the conversion of all, or a portion,
of the principal amount of, or interest on, the Additional Tier 1 Securities into shares or other securities or other obligations
of the Company or another person; and/or (iii) the amendment or alteration of the maturity of the Additional Tier 1 Securities,
or amendment of the amount of interest due on the Additional Tier 1 Securities, or the dates on which interest becomes payable,


 




    41


     


    

including
by suspending payment for a temporary period; any U.K. Bail-in Power may be exercised by means of variation of the terms of the
Additional Tier 1 Securities solely to give effect to the exercise by the Relevant U.K. Resolution Authority of such U.K. Bail-in
Power. 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 each Beneficial Owner of the Additional Tier 1 Securities further acknowledges and agrees that the rights of the Holders
and/or Beneficial Owners under the Additional Tier 1 Securities are subject to, and will be varied, if necessary, solely to give
effect to, the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority.


 


(b)           
By its acquisition of the Additional Tier 1 Securities, each Holder and Beneficial Owner:


 


(i)           
acknowledges and agrees that no exercise of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority with respect
to the Additional Tier 1 Securities or cancellation or deemed cancellation of interest on the Additional Tier 1 Securities pursuant
to Sections ‎2.03 or ‎2.04 shall 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. Resolution
Authority with respect to the Additional Tier 1 Securities.


 


(iii)           
acknowledges and agrees that, (A) upon the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority,
the Trustee shall not be required to take any further directions from Holders or Beneficial Owners of the Additional Tier 1 Securities
under Section 5.12 of the Capital 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. Resolution Authority. Notwithstanding the foregoing,
if, following the completion of the exercise of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority, the Additional
Tier 1 Securities 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 Additional Tier 1 Securities) then the Trustee’s duties under the Indenture shall remain applicable
with respect to the Additional Tier 1 Securities 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.


 


(iv)           
shall be deemed to have (i) consented to the exercise of any U.K. Bail-in Power as it may be imposed without any prior
notice by the Relevant U.K. Resolution Authority of its decision to exercise such power with respect to the


 




    42


     


    

Additional
Tier 1 Securities and (ii) authorized, directed and requested the relevant Clearing System and/or any direct participant in a
Clearing System or other intermediary through which it holds such Additional Tier 1 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 Additional Tier 1 Securities as it may be
imposed, without any further action or direction on the part of such Holder and such Beneficial Owner or the Trustee.


 


(c)           
Each Holder or Beneficial Owner that acquires its Additional Tier 1 Securities in the secondary market shall be deemed
to acknowledge, 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 Additional Tier 1 Securities that acquire the Additional Tier 1 Securities 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
Additional Tier 1 Securities, including in relation to interest cancellation, the Automatic Conversion, the U.K. Bail-in Power,
the Settlement Shares Offer, and the limitations on remedies specified in ‎Section 4.04 hereof.


 


(d)           
No repayment of principal following any proposed redemption of the Additional Tier 1 Securities or payment of interest
on the Additional Tier 1 Securities shall become due and payable after the exercise of any U.K. Bail-in Power by the Relevant
U.K. Resolution Authority unless, at the time that such repayment or payment, respectively is scheduled to become due, such repayment
or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom and the European
Union applicable to the Company or other members of the Group.


 


(e)           
Upon the exercise of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority with respect to the Additional Tier
1 Securities, the Company shall provide a written notice to the Clearing Systems 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 only.


 


(f)            
The Company’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Capital Securities Indenture
shall survive any exercise of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority with respect to the Additional
Tier 1 Securities and any Automatic Conversion hereunder.


 


(g)           
The exercise of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority with respect to the Additional Tier 1
Securities shall not constitute an Enforcement Event.


 


Article
3

Anti-Dilution


 


Section 3.01.     
Adjustment of Conversion Price. Upon the occurrence of any of the events described below, the Conversion Price shall
be adjusted as follows:


 




    43


     


    

(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:	



 


		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 as a class 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.


 




    44


     


    

(c)           
If and whenever the Company shall pay any Extraordinary Dividend to the 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



 


		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 3.01(c),
(A) the first date on which the Ordinary Shares are traded ex-the Extraordinary Dividend on the Relevant Stock Exchange, or (B)
if there is no Relevant Stock Exchange, the first date upon which the adjusted Conversion Price is capable of being determined
in accordance with this ‎Section 3.01(c).


 


(d)           
If and whenever the Company shall issue Ordinary Shares to the 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 the 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;



 




    45


     


    

		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.



 


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
3.01(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 Specified Date.


 


Such adjustment
shall become effective on the Effective Date, which means, in respect of this ‎Section
3.01(d), (A) the first date on which the Ordinary Shares are traded ex-rights, ex-options or ex-warrants on the Relevant Stock
Exchange, or (B) if there is no Relevant Stock Exchange, the first date upon which the adjusted Conversion Price is capable of
being determined in accordance with this Section 3.01(d).


 


For the
purpose of any calculation of the consideration receivable or price pursuant to this ‎Section
3.01(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



 




    46


     


    

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 or 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;


 


		(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 (in the case of (i) above)
                                         or the relevant date of first public announcement (in the case of (ii) above);



 


		(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 ‎3.01(a) – ‎(d) above:


 


(i)           
where the events or circumstances giving rise to any adjustment to the Conversion Price have resulted or will result in
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 as may be determined in good faith by an Independent Adviser to be
in its opinion appropriate, including to ensure that (i) an adjustment to the Conversion Price or the economic effect thereof
shall not be taken into account more than once, (ii) the economic effect of an Extraordinary Dividend is not taken into account
more than once, and (iii) to


 




    47


     


    

reflect
a redenomination of the issued Ordinary Shares for the time being into a new currency;


 


(ii)           
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 Adviser and, and following consultation
between the Company and such Independent Adviser, a written opinion of such Independent 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;


 


(iii)           
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;


 


(iv)           
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. 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, 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;


 


(v)           
Notice of any adjustments to the Conversion Price shall be given by the Company to the Clearing Systems for onward circulation
to the Holders and Beneficial Owners of the Global Securities (or, if the Additional Tier 1 Securities are in definitive form,
via the Trustee) promptly after the determination thereof;


 


(vi)           
any adjustment to the Conversion Price shall be subject to such Conversion Price not being less than the nominal amount
of an Ordinary Share at such time (currently £0.10). 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


 




    48


     


    

(vii)           
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 ‎3.01(a) – ‎(d) above, subject to any modifications as an Independent Adviser
shall determine to be appropriate.


 


Section 3.02.     
Qualifying Relevant Event.


 


(a)           
Within ten (10) days following the occurrence of a Relevant Event, the Company shall give notice thereof to the Holders
and Beneficial Owners of the Additional Tier 1 Securities by means of a “Relevant Event Notice”, with a copy to the
Trustee.


 


(b)           
The Relevant Event Notice shall be in a form acceptable to the Clearing Systems and shall specify:


 


		(1)	the identity of the Acquirer;



 


		(2)	whether the Relevant Event is
                                         a Qualifying Relevant Event or a Non-Qualifying Relevant Event; and



 


		(3)	in the case of a Qualifying Relevant
                                         Event, the New Conversion Price.



 


(c)           
If a Qualifying Relevant Event occurs, the Additional Tier 1 Securities shall, where the Conversion Date (if any) falls
on or after the New Conversion Condition Effective Date, be converted on such Conversion Date into, or exchangeable for, Relevant
Shares of the Approved Entity, mutatis mutandis as provided under ‎Section 2.15 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 2.15 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 Additional Tier 1 Securities, 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.


 


(d)           
The New Conversion Price shall be subject to adjustments in the circumstances provided for under Sections ‎3.01(a)
– ‎3.01(d)‎(d) above (if necessary with such modifications as an Independent Adviser shall determine
to be appropriate), and the Company shall give notice to the Holders of the Additional Tier 1 Securities of the New Conversion
Price and of any such modifications and amendments thereafter.


 


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


 




    49


     


    

(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 Additional Tier 1 Securities and the Indenture) as may be required to ensure that, with effect from the New Conversion
Condition Effective Date, the Additional Tier 1 Securities shall (following the occurrence of a 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 2.15 of this Fourth Supplemental Indenture (as may be supplemented or amended), at
the New Conversion Price;


 


(ii)           
the Company shall, where the Conversion Date falls on or after the New Conversion Condition Effective Date, procure the
issue and/or delivery of the relevant number of Relevant Shares mutatis mutandis in the manner provided under ‎Section
2.15 of this Fourth Supplemental Indenture (as may be supplemented or amended).


 


Section 3.03.     
No Change to the Terms of Additional Tier 1 Securities on Non-Qualifying Relevant Event. If a Non-Qualifying Relevant
Event occurs (including if the Acquirer is a Governmental Entity), there shall be no automatic adjustment to the terms of the
Additional Tier 1 Securities (whether in the manner provided for in ‎Section 3.02 of this Fourth Supplemental
Indenture in respect of a Qualifying Relevant Event or at all) and references in this Fourth Supplemental Indenture to “Settlement
Shares” or “Ordinary Shares” will continue to refer to the ordinary shares of the Company.


 


Article
4

Enforcement Events and Remedies


 


With respect
to the Additional Tier 1 Securities only, ‎Section 5.01 of
the Capital Securities Indenture shall be amended and restated in its entirety as follows in ‎Section
4.01 hereof, ‎Section 5.02 of the Capital Securities Indenture
shall be amended and restated in its entirety as follows in ‎4.02
and ‎4.03 hereof, Section 5.03(a) of the Capital Securities
Indenture shall be amended and restated in its entirety as follows in ‎Section
4.04 hereof, Section 5.13 of the Capital Securities Indenture shall be amended and restated in its entirety as follows in ‎Section
4.05 hereof, and references in the Capital Securities Indenture to such Sections shall be to such Sections as amended and restated
in entirety by this Fourth Supplemental Indenture. Section 5.10 of the Capital Securities Indenture shall apply to the Additional
Tier 1 Securities subject to the limitations on remedies specified in this ‎Article
4.


 


Section 4.01.     
Winding-up or Administration Event. If a Winding-Up or Administration Event occurs prior to the occurrence of a
Trigger Event, subject to the subordination provisions of ‎ ‎Article 5, the principal amount of the Additional
Tier 1 Securities 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


 




    50


     


    

declaration
by the Trustee, the Holders or any other Person that the principal amount of the Additional Tier 1 Securities has become immediately
due and payable.


 


Section 4.02.     
Non-Payment Event. Subject to ‎Section 2.12, if the Company fails to pay any amount of principal in respect
of the Additional Tier 1 Securities and such non-payment is not remedied within a period of seven (7) calendar days or more after
the date on which such payment is due (a “Non-Payment Event”), the Trustee may, on behalf of the Holders and
Beneficial Owners, at its discretion, or shall at the direction of Holders of 25% of the aggregate principal amount of outstanding
Additional Tier 1 Securities, subject to any applicable laws, institute proceedings for the winding up of the Company. In the
event of a winding-up 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 proceeding of the Company and/or claim in the liquidation
of the Company, such claims as are set out in ‎Section 5.01(c) and ‎Section 5.01(d). For the avoidance of
doubt, the Trustee may not declare the principal amount of any outstanding Additional Tier 1 Securities 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
Additional Tier 1 Securities.


 


Section 4.03.     
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 Additional Tier 1 Securities or the Indenture (other than any payment obligation of the Company
under or arising from the Additional Tier 1 Securities or the Indenture, including payment of any principal or interest, including
any damages awarded for breach of any obligations) (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 any damages) earlier than the same would otherwise have been payable under the
Additional Tier 1 Securities or the Indenture. For the avoidance of doubt, the 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 Additional
Tier 1 Securities 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 Additional Tier 1 Securities
may seek under the Additional Tier 1 Securities and the Indenture is specific performance under the laws of the State of New York.
By its acquisition of the Additional Tier 1 Securities, each Holder and Beneficial Owner of the Additional Tier 1 Securities 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 Additional Tier 1 Securities 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 4.04.     
No Other Remedies and Other Terms.


 




    51


     


    

(a)           
Other than the limited remedies specified in this ‎Article 4, and subject to paragraph ‎(c) below,
no remedy against the Company shall be available to the Trustee (acting on behalf of the Holders) or the Holders and Beneficial
Owners, whether for the recovery of amounts owing in respect of such Additional Tier 1 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 Additional
Tier 1 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 Capital 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 Capital
Securities Indenture shall not be limited or impaired by this Article 4 or otherwise and expressly survive any Enforcement Event
and are not subject to the subordination provisions of ‎Section 5.01 and the waiver of set-off provisions of ‎Section
5.02 of this Fourth Supplemental Indenture.


 


(b)           
For purposes of the Capital Securities Indenture, “Event of Default” shall mean an “Enforcement Event”
as defined in this Fourth Supplemental Indenture, except that the term “Event of Default” as used in Article 8 of
the Capital Securities Indenture shall mean “Winding-up or Administration Event.”


 


(c)           
Notwithstanding the limitations on remedies specified under this ‎Article 4, (1) 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 Additional Tier 1 Securities under the provisions of the Indenture, and (2) nothing shall impair the right of a
Holder or Beneficial Owner of the Additional Tier 1 Securities 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 Additional Tier 1 Securities; provided
that, in the case of (1) and (2) above, any payments in respect of, or arising from, the Additional Tier 1 Securities, including
any payments or amounts resulting or arising from the enforcement of any rights under the Trust Indenture Act in respect of the
Additional Tier 1 Securities, shall be subject to the subordination provisions set forth in ‎Section 5.01 and the waiver
of set-off provisions in ‎Section 5.02‎ of this Fourth Supplemental Indenture.


 


(d)           
In furtherance of Section 6.01 of the Capital 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 Capital 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 4.05.     
Waiver of Past Defaults.


 




    52


     


    

(a)           
Holders of not less than a majority in aggregate principal amount of the Outstanding Securities may on behalf of the Holders
of all of the Additional Tier 1 Securities 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 Additional Tier 1 Securities shall not
be entitled to waive any past default 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 any series arising therefrom shall be deemed to have been cured and not to have occurred
for every purpose of the Capital Securities Indenture, but no such waiver shall extend to any subsequent or other Enforcement
Event or impair any right consequent thereon.


 


Article
5

Subordination


 


Section 5.01.     
Subordination to Claims of Senior Creditors.


 


(a)           
With respect to the Additional Tier 1 Securities only, Section 12.01(a) of the Capital Securities Indenture shall be amended
and restated in its entirety as follows in this ‎Section 5.01. References in the Capital Securities Indenture to Section
12.01(a) thereof shall be to ‎Section 5.01 hereof. For the avoidance of doubt, no provision of Article 12 of the Capital
Securities Indenture other than Section 12.01(a) shall be amended by this Fourth Supplemental Indenture.


 


(b)           
The Additional Tier 1 Securities shall constitute the Company’s direct, unsecured, unguaranteed and subordinated
obligations, ranking equally without any preference among themselves. The rights and claims of the Holders and Beneficial Owners
of the Additional Tier 1 Securities against the Company in respect of or arising from the Additional Tier 1 Securities shall be
subordinated to the claims of Senior Creditors.


 


(c)           
If a Winding-up or Administration Event occurs prior to the date on which a Trigger Event occurs, there shall be payable
by the Company in respect of each Additional Tier 1 Security (in lieu of any other payment by the Company) such amount, if any,
as would have been payable to the Holder or Beneficial Owner if, throughout such Winding-up or Administration Event, such Holder
or Beneficial Owner were the holder of one of a class of preference shares in the capital of the Company (“Notional Preference
Shares”) having an equal right to a return of assets in the Winding-up or Administration Event to, and so ranking pari
passu with, the holders of the most senior class or classes of issued preference shares in the capital of the Company from
time to time (if any) and which have a preferential right to a return of assets in the Winding-up or Administration Event over,
and so rank ahead of, the holders 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 on the assumption that the amount that such holder was entitled to receive in respect
of each Notional Preference Share is an amount equal to the principal amount of, the relevant Additional Tier 1 Security together
with, to the extent not


 




    53


     


    

otherwise
included within the foregoing, any other amounts attributable to such Additional Tier 1 Security, including any Accrued Interest
thereon and any damages awarded for breach of any obligations in respect thereof, regardless of whether the Solvency Condition
is satisfied on the date upon which the same would otherwise be due and payable (and, in the case of an administration, on the
assumption that such shareholders were entitled to claim and recover in respect of their shares to the same degree as in a winding
up or liquidation).


 


(d)           
If a Winding-up or Administration Event occurs at any time on or following the date on which a 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 Additional Tier 1 Security (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 Additional Tier 1 Security 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, accordingly, as if such holder were, throughout such Winding-up or Administration
Event, the holder of such number of Ordinary Shares as it would have been entitled to receive upon Automatic Conversion (ignoring
for this purpose the Company’s right to make an election for a Settlement Shares Offer to be effected pursuant to ‎Section
2.17), regardless of whether the Solvency Condition is satisfied on such date (and, in the case of an administration, on the assumption
that shareholders were entitled to claim and recover in respect of their shares to the same degree as in a winding up or liquidation).


 


(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 under the Additional Tier 1 Securities (including any damages for breach of any obligations
thereunder) shall, in addition to the cancellation of any interest payment pursuant to ‎Section 2.03 or ‎2.04
hereof, be conditional (i) upon the Company’s being solvent at the time when the relevant payment is due to be made, and
(ii) in that no principal, interest or other amount payable shall be due and payable in respect of or arising from the Additional
Tier 1 Securities 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
owed to Senior Creditors as they fall due and (ii) its Assets are at least equal to its Liabilities. An Officer’s Certificate
shall, unless there is manifest error, be treated and accepted by the Company, the Trustee, the Holders and the Beneficial Owners
as correct and sufficient evidence that the Solvency Condition is or is not satisfied. For the avoidance of doubt, if the Company
fails to make a payment because the Solvency Condition is not (or following such payment would not be) satisfied, that payment,
shall not be or become due and payable.


 


Section 5.02.     
No Set-Off. Subject to applicable law, no Holder of Additional Tier 1 Securities may exercise, claim or plead any
right of set-off, compensation or


 




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retention
in respect of any amount owed to it by the Company arising under, or in respect of, or in connection with, the Additional Tier
1 Securities and each Holder of Additional Tier 1 Securities shall, by virtue of its holding of any Additional Tier 1 Securities,
be deemed to have waived all such rights of set-off, compensation or retention. Notwithstanding the previous sentence, if any
amount owing to any holder of any Additional Tier 1 Security by the Company in respect of, or arising under or in connection with
the Additional Tier 1 Securities is discharged by set-off, such holder shall, subject to applicable law, immediately pay an amount
equal to the amount of such discharge to the Company (or, in the event of its winding-up or administration, the liquidator or,
as appropriate, administrator of the Company) and, until such time as payment is made, shall hold an amount equal to such amount
in trust for the Company (or the liquidator or, as appropriate, administrator of the Company) and accordingly any such discharge
shall be deemed not to have taken place.


 


Article
6

Covenants


 


Section 6.01.     
Undertakings. While any Additional Tier 1 Security remains outstanding, the Company shall (if and to the extent
permitted by the Applicable Regulations from time to time and only to the extent that such undertaking would not cause a Regulatory
Event to occur), save with the approval of an extraordinary Shareholder resolution:


 


(a)           
not make any issue, grant or distribution or take or omit to take any other action if the effect thereof would be that,
upon Automatic Conversion of the Additional Tier 1 Securities, Ordinary Shares could not, under any applicable law then in effect,
be legally issued as fully paid;


 


(b)           
in the event of a Newco Scheme, take (or shall procure that there is taken) all necessary action to ensure that the Newco
Scheme is an Exempt Newco Scheme and that immediately after completion of the Scheme of Arrangement, any amendments to the Indenture
as may be necessary to ensure that the Additional Tier 1 Securities may be converted into or exchanged for ordinary shares or
units or the equivalent in Newco in accordance with the Indenture;


 


(c)           
use all reasonable endeavors to ensure that the Settlement Shares issued upon Automatic Conversion of the Additional Tier
1 Securities following a Trigger Event shall be admitted to listing and trading on the Relevant Stock Exchange;


 


(d)           
following the Automatic Conversion of the Additional Tier 1 Securities, take all reasonable actions as may be necessary
to ‎(a) register any additional ADSs, ‎(b) deposit a sufficient number of ADSs with the ADS Depository,
and (c) ensure that such ADSs shall continue to be listed on the New York Stock Exchange or, if the ADSs cease to be listed on
such exchange, to be admitted to trading on a national securities exchange in the United States;


 




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(e)           
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 Additional Tier 1 Securities to be satisfied in full;


 


(f)            
in circumstances where the provisions of this Fourth Supplemental Indenture or the Additional Tier 1 Securities contemplate
the appointment of a Settlement Share Depository, the Company shall use all reasonable endeavors to promptly appoint such Settlement
Share Depository; and


 


(g)           
where the provisions of the Indenture require or provide for a determination by an Independent Adviser, the Company shall
use all reasonable endeavors promptly to appoint an Independent Adviser for such purpose.


 


Article
7

Satisfaction and Discharge


 


Section 7.01.     
Satisfaction and Discharge of Indenture. For purposes of the Additional Tier 1 Securities, ‎Section 4.01
of the Capital Securities Indenture shall be amended and restated in its entirety and shall read as follows:


 


This Indenture shall
upon Company Request, subject to ‎Section 4.04 of the Capital
Securities Indenture, cease to be of further effect with respect to the Additional Tier 1 Securities (except as to any surviving
rights of registration of transfer or exchange of the Securities 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
Additional Tier 1 Securities when:


 


(a)           
all Additional Tier 1 Securities 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 Capital 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 Additional Tier 1 Securities; and


 


(c)           
the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and discharge of the Indenture with respect to the Additional
Tier 1 Securities have been complied with.


 


(d)           
Notwithstanding any satisfaction and discharge of the Indenture, the obligations of the Company to the Trustee under Section
6.07 of the Capital Securities Indenture, the obligations of the Trustee to any Authenticating Agent under Section 6.15 of the
Capital Securities Indenture and the obligations of the Trustee under ‎Section 4.02


 




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of
the Capital Securities Indenture and the last paragraph of Section 10.03 of the Capital 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
Capital Securities Indenture pursuant to ‎Section 9.01 of the Capital Securities Indenture, the Company and the Trustee
may amend or supplement the Indenture or the Additional Tier 1 Securities without notice to or the consent of any Holder of the
Additional Tier 1 Securities (i) to conform this Fourth Supplemental Indenture and the form or terms of the Additional Tier 1
Securities to the section entitled “Description of the Additional Tier 1 Securities” as set forth in the Prospectus,
(ii) to reflect changes to the procedures set forth in ‎Section 2.15 or ‎Section 2.16 above, (iii) to ensure
that in the event of a Newco Scheme, the Additional Tier 1 Securities may be converted into or exchanged for ordinary shares or
units or the equivalent in accordance with ‎Section 6.01(b) and/or procure that Newco is substituted under the Additional
Tier 1 Securities as the issuer or (iv) pursuant to ‎Section 2.21(b)(iii).


 


Section 8.02.     
Amendments or Supplements With Consent of Holders. The Company and the Trustee may amend the Additional Tier 1 Securities
and the Indenture with respect to the Additional Tier 1 Securities as provided in ‎Section 9.02 of the Capital Securities
Indenture. Notwithstanding the foregoing provision and in addition to the provisions of ‎Section 9.02 of the Capital
Securities Indenture, without the consent of each Holder of an outstanding Additional Tier 1 Security affected thereby, no amendment
or waiver may make any change that adversely affects the conversion rights of any of the Additional Tier 1 Securities.


 


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.     
Relevant Regulator Consent. No modification shall be effected to this Fourth Supplemental Indenture or in relation
to the Additional Tier 1 Securities, unless the Company has received any Relevant Regulator Consent as may be required under the
Applicable 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.


 




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Article
9

Amendments to the Capital Securities Indenture


 


Section 9.01.     
Additional Amounts. For the purposes of the Additional Tier 1 Securities, Section 10.04 of the Capital Securities
Indenture shall be amended and restated in its entirety and shall read as follows:


 


Section
10.04.Additional Amounts.


 


Unless
otherwise specified in any Board Resolution establishing the terms of Capital Securities of a series in accordance with Section
3.01, all payments of principal and/or interest to Holders by or on behalf of the Company in respect of the Capital Securities
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, the Company shall
pay, to the extent it has sufficient Distributable Items, such additional amounts in respect of payments of interest (but not
in respect of payments of principal or any other 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) by them in respect of their Capital Securities; except that no such Additional Amounts shall be payable with respect
to any Capital Security:


 


		(i)	held by or on behalf of any Holder
                                         who is liable to such tax, duty, assessment or governmental charge in respect of such
                                         Capital Security by reason of such Holder having some connection with the United Kingdom
                                         other than the mere holding of such Capital Security; or



 


		(ii)	to, or to a third party on behalf
                                         of, a Holder if such withholding or deduction may be avoided by such Holder by complying
                                         with any statutory requirement or by making a declaration of non-residence or other similar
                                         claim for exemption to any authority of or in the United Kingdom; or



 


		(iii)	presented or surrendered for
                                         payment (where presentation or surrender is required) more than 30 days after the Relevant
                                         Date except to the extent that the Holder thereof would have been entitled to such Additional
                                         Amounts on presenting or surrendering the same for payment at the expiry of such period
                                         of 30 days; or



 


		(iv)	where the deduction or withholding
                                         is imposed by reason of Sections 1471-1474 of the U.S. Internal Revenue Code and the
                                         U.S. Treasury regulations thereunder or any agreement with the



 




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U.S.
Internal Revenue Service in connection with these sections or regulations (“FATCA”), any intergovernmental
agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation
or other official guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement;
or


 


		(v)	any combination of the above items,



 


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


 


Save
as provided under this Section 10.04, payments under the Capital Securities will be subject in all cases to any other 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 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.


 


In
the event that any withholding or deduction for or on account of any taxes is required, at least 10 days prior to each date of
payment of principal of or interest on the relevant series of Capital Securities, or any other period of time as agreed between
the Company and the Trustee and the Paying Agent, if other than the Trustee, the Company will furnish to the Trustee and the Paying
Agent, if other than the Trustee, an Officer’s Certificate specifying the amount required to be withheld or deducted on
such payments to such Holders, certifying that the Company shall pay such amounts required to be withheld to the appropriate Taxing
Jurisdiction and certifying to the fact that the Additional Amounts will be payable and the amounts so payable to each Holder,
and that the Company will pay to the Trustee or the Paying Agent the Additional Amounts required to be paid; provided that
no such Officer’s Certificate will be required prior to any date of payment of principal of or interest on such Capital
Securities if there has been no change with respect to the matters set forth in a prior Officer’s Certificate. The Trustee
and Paying Agent may rely on the fact that any Officer’s Certificate contemplated by this paragraph has not been furnished
as evidence of the fact that no withholding or deduction for or on account of any taxes is required.


 




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Section 9.02.     
Registration, Registration of Transfer and Exchange. With respect to the Additional Tier 1 Securities, Section 3.05(b)
of the Capital Securities Indenture is hereby amended and restated in its entirety as follows:


 


Section
3.05.Registration, Registration of Transfer and Exchange. 


 


(b)
Except as otherwise specified pursuant to Section 3.01, Capital Securities of any series may only be exchanged for a like aggregate
principal amount of Capital Securities of such series of other authorized denominations containing identical terms and provisions.
Capital Securities to be exchanged shall be surrendered at an office or agency of the Company designated pursuant to Section 10.02
for such purpose, and the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor the Capital
Security or Capital Securities of the same series which the Holder making the exchange shall be entitled to receive.


 


Except
as otherwise specified pursuant to Section 3.01, the Company shall cause to be kept in the Corporate Trust Office of the Capital
Security Registrar, which will initially be located at 2-4 Rue Eugene Ruppert, Vertigo Building – Polaris, Luxembourg, 2453,
Luxembourg, until the Capital Security Registrar informs the Company of any change in its Corporate Trust Office a register (the
register maintained in such office being herein sometimes collectively referred to as the “Capital Security Register”)
in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Capital
Securities and of transfers of such Capital Securities. The Bank of New York Mellon SA/NV, Luxembourg Branch is hereby appointed
“Capital Security Registrar” for the purpose of registering Capital Securities and transfers of Capital Securities
as herein provided. The Capital Security Registrar shall have the same rights, privileges, protections, immunities and benefits
given to the Trustee under the Indenture, mutandis mutatis, including, without limitation, the right to reimbursement and indemnity.


 


Capital
Securities shall be transferable only on the Capital Security Register. Upon surrender for registration of transfer of any Capital
Security of any series, together with the form of transfer endorsed on it, duly completed and executed at an office or agency
of the Company designated pursuant to Section 10.02 for such purpose, the Company shall execute, and the Trustee shall authenticate
and deliver to the address specified in the form of transfer, within three Business Days, in the name of the designated transferee
or transferees, one or more new Capital Securities of the same series of any authorized denominations containing identical terms
and provisions, of a like aggregate principal amount. If only part of a Capital Security is transferred, a new Capital Security
of an aggregate principal amount equal to the amount not being transferred shall be executed by the Company, and authenticated
and delivered by the


 




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Trustee
to the transferor, in the name of the transferor, within three Business Days after the Trustee acting as Paying Agent pursuant
to Section 10.02 received the Capital Security. The new Capital Security will be delivered to the transferor by uninsured post
at the risk of the transferor to the address of the transferor appearing in the Capital Security Register.


 


All
Capital Securities issued upon any registration of transfer or exchange of Capital Securities shall be the valid obligations of
the Company, evidencing the same debt, and entitled to the same benefits under this Capital Securities Indenture, as the Capital
Securities surrendered upon such registration of transfer or exchange.


 


Every
Capital Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or
the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the
Capital Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing. No service charge
shall be made for any registration of transfer or exchange of Capital Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or
exchange of Capital Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.


 


The
Company shall not be required (i) to issue, register the transfer of or exchange any Capital Security of any series during a period
beginning at the opening of business 15 days before the day of the giving of a notice of redemption of Capital Securities of such
series selected for redemption under Section 11.03 and ending at the close of business on the day of the giving of such notice,
or (ii) to register the transfer of or exchange any Capital Security so selected for redemption in whole or in part, except the
unredeemed portion of any Capital Securities being redeemed in part.


 


Article
10

Miscellaneous


 


Section 10.01. 
Effect of Supplemental Indenture. Upon the execution and delivery of this Fourth Supplemental Indenture by each
of the Company and the Trustee, the Capital Securities Indenture shall be supplemented and amended in accordance herewith, and
this Fourth Supplemental Indenture shall form a part of the Capital Securities Indenture for all purposes in respect of any Additional
Tier 1 Securities.


 


Section 10.02. 
Other Documents to Be Given to the Trustee. As specified in ‎Section 9.03 of the Capital Securities Indenture
and subject to the provisions of Section 6.03 of the Capital Securities Indenture, the Trustee shall be entitled to receive an


 




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Officer’s
Certificate stating the recitals contained in ‎Section 1.02 of the Capital Securities Indenture have been complied
with and an Opinion of Counsel stating that this Fourth Supplemental Indenture is permitted by the Capital Securities Indenture,
conforms to the requirements of the Trust Indenture Act, and (subject to ‎Section 1.03 of the Capital 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 Fourth Supplemental Indenture complies with the applicable provisions of the Capital Securities Indenture.


 


Section 10.03. 
Notices to, and Consents Required from, the Relevant Regulator 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 Relevant Regulator pursuant to the Indenture.


 


Section 10.04. 
Survival. Anything herein to the contrary notwithstanding, for purposes of the Additional Tier 1 Securities, Section
6.08 of the Capital 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 Capital Securities
Indenture shall survive the payment in full of the Additional Tier 1 Securities, the satisfaction and discharge of the Indenture,
the Automatic Conversion upon a 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. Resolution Authority with respect to the Additional
Tier 1 Securities.


 


Section 10.05. 
Confirmation of Indenture. The Capital Securities Indenture, as supplemented and amended by this Fourth Supplemental
Indenture, is in all respects ratified and confirmed, and the Capital Securities Indenture and this Fourth Supplemental Indenture
shall, in respect of any Additional Tier 1 Securities, be read, taken and construed as one and the same instrument. This Fourth
Supplemental Indenture constitutes an integral part of the Capital Securities Indenture with respect to the Additional Tier 1
Securities. In the event of a conflict between the terms and conditions of the Capital Securities Indenture and the terms and
conditions of this Fourth Supplemental Indenture, the terms and conditions of this Fourth Supplemental Indenture shall prevail
with respect to the Additional Tier 1 Securities.


 


Section 10.06. 
Concerning the Trustee. The Trustee does not make any representations as to the validity or sufficiency of this
Fourth Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and not the Trustee. In
entering into this Fourth Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Capital
Securities Indenture relating to the conduct of or affecting the liability of or affording protection to the Trustee.


 




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Section 10.07. 
Governing Law. This Fourth Supplemental Indenture and the Additional Tier 1 Securities shall be governed by and
construed in accordance with the laws of the State of New York, except that (i) ‎Section 5.01 of this Fourth Supplemental
Indenture (other than the Trustee’s own rights, duties or immunities thereunder) and ‎Section 5.02 shall be governed
by and construed in accordance with Scots law and (ii) the authorization and execution by the Company of this Fourth Supplemental
Indenture and the Additional Tier 1 Securities 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. 
Counterparts. This Fourth 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. The exchange of copies of this
Fourth Supplemental Indenture and of signature pages by facsimile or electronic format (i.e., “pdf” or “tif”)
transmission shall constitute effective execution and delivery of this Fourth Supplemental Indenture as to the parties hereto
and may be used in lieu of the original Fourth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted
by facsimile or electronic format (i.e., “pdf” or “tif”) shall be deemed to be their original signatures
for all purposes.


 


Section 10.09. 
Bail-in Relating to BRRD Party. Notwithstanding any other term of this Agreement or any other agreements, arrangements,
or understanding between the parties, each counterparty to a BRRD Party under this Agreement acknowledges, accepts, and agrees
to be bound by:


 


(a)           
the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of
any BRRD Party to it under this Agreement, that (without limitation) may include and result in any of the following, or some combination
thereof:


 


(i)           
the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;


 


(ii)           
the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant
BRRD Party or another person (and the issue to or conferral on it of such shares, securities or obligations);


 


(iii)           
the cancellation of the BRRD Liability;


 


(iv)           
the amendment or alteration of the amounts due in relation to the BRRD Liability, including any interest, if applicable,
thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and


 


(b)           
the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect
to the exercise of Bail-in Powers by the Relevant Resolution Authority.






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[Signature
Pages Follow]


 


 


 


 


 


 


 


 




    64


     


    

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


 


	 	LLOYDS BANKING GROUP PLC, as Company
	 	 
	 	 
	 	By:	/s/ Peter Green
	 	 	Name:Peter Green
	 	 	Title:Head of Senior Funding



 


 

	 	THE BANK OF NEW YORK MELLON, acting through its London Branch, as Trustee
	 	 
	 	 
	 	By:	/s/ Marco Thuo
	 	 	Name:Marco Thuo
	 	 	Title:Vice President
	 	 	 



 

	 	THE BANK OF NEW YORK MELLON, SA/NV, Luxembourg Branch, as Capital Security Registrar
	 	 
	 	 
	 	By:	/s/ Marco Thuo
	 	 	Name:Marco Thuo
	 	 	Title:Authorised Signatory
	 	 	 


 


 


 


 


[Signature
Page to Fourth Supplemental Indenture]







     


     


    

EXHIBIT
A


 


FORM
OF GLOBAL CERTIFICATE


 


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.


 




    1


     


    

This Additional
Tier 1 Security is one of a duly authorized issue of securities of the Company (as defined below) (herein called the “Additional
Tier 1 Securities” and each, an “Additional Tier 1 Security”) issued and to be issued in one or more
series under and governed by the Capital Securities Indenture, dated as of March 6, 2014 (the “Capital Securities Indenture”),
as supplemented by the Fourth Supplemental Indenture, dated as of November 20, 2019 (the “Fourth Supplemental Indenture”
and, together with the Capital Securities Indenture, the “Indenture”). Capitalized terms used herein but not
otherwise defined shall have the meaning ascribed to them in the Fourth Supplemental Indenture.


 


The rights
of the Holder and Beneficial Owners of this Additional Tier 1 Security are, to the extent and in the manner set forth in ‎Section
5.01 of the Fourth Supplemental Indenture (which amends in its entirety Section 12.01(a) of the Capital Securities Indenture),
subordinated to the claims of other creditors of the Company, and this Additional Tier 1 Security is issued subject to the provisions
of that Section 5.01, and the Holder of this Additional Tier 1 Security, by accepting the same, agrees to, and shall be bound
by, such provisions. The provisions of ‎Section 5.01 (other
than the Trustee’s own rights, duties or immunities thereunder) and ‎Section
5.02 of the Fourth Supplemental Indenture are governed by, and shall be construed in accordance with, Scots law.


 


The rights
of the Holder of this Additional Tier 1 Security are subject to ‎Section
2.15 of the Fourth 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 Additional Tier 1 Security or the Fourth Supplemental Indenture), Holders and Beneficial Owners shall not have any rights
against the Company with respect to repayment of the principal amount of this Additional Tier 1 Security or payment of interest
or any other amount on or in respect of this Additional Tier 1 Security, which liabilities of the Company shall be irrevocably
and automatically released, and accordingly the principal amount of this Additional Tier 1 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 this Additional
Tier 1 Security, by purchasing or acquiring the Additional Tier 1 Securities, each Holder (including each Beneficial Owner) of
the Additional Tier 1 Securities acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. Bail-in
Power by the Relevant U.K. Resolution Authority that may result in (i) the reduction or cancellation of all, or a portion, of
the principal amount of, or interest on, the Additional Tier 1 Securities; (ii) the conversion of all, or a portion, of the principal
amount of, or interest on, the Additional Tier 1 Securities into shares or other securities or other obligations of the Company
or another person; and/or (iii) the amendment or alteration of the maturity of the Additional Tier 1 Securities, or amendment
of the amount of interest due on the Additional Tier 1 Securities, or the dates on which interest becomes payable, including by
suspending payment for a temporary period; any U.K. Bail-in Power may be exercised by means of variation of the terms of the Additional
Tier 1 Securities solely to give effect to the exercise by the Relevant U.K. Resolution Authority of such U.K. Bail-in Power.
With


 




    2


     


    

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 each Beneficial
Owner of the Additional Tier 1 Securities further acknowledges and agrees that the rights of the Holders and/or Beneficial Owners
under the Additional Tier 1 Securities are subject to, and will be varied, if necessary, solely to give effect to, the exercise
of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority.


 


LLOYDS
BANKING GROUP PLC

£500,000,000 Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities

(Callable December 27, 2024 and on any day until June 27, 2025 and Every Five Years Thereafter)


 


£500,000,000


 


ISIN:
XS2080995405


 


LLOYDS BANKING
GROUP PLC, a company incorporated in Scotland with registered number 095000 herein called the “Company”, which
term includes any successor Person under the Indenture hereinafter referred to, for value received, hereby promises to pay to
or to the order of The Bank of New York Depository (Nominees) Limited the principal sum of £500,000,000 (five hundred million
pounds sterling), if and to the extent due, and to pay interest thereon, if any, in accordance with the terms hereof and the Indenture.
The Additional Tier 1 Securities shall have no fixed maturity or fixed redemption date. From (and including) the Issue Date to
(but excluding) June 27, 2025 (the “First Reset Date”), the interest rate on the Additional Tier 1 Securities
shall be 5.125% 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 next succeeding Reset Date, the interest will accrue on the Additional
Tier 1 Securities at a rate per annum calculated by the Calculation Agent on the Relevant Reset Determination Date as being
equal to the sum of the Reset Reference Rate in respect of the relevant Reset Period (expressed as a rate per annum) and 4.607%
(the “Margin”) such sum being converted to a quarterly rate in accordance with market convention (rounded to
three decimal places, with 0.0005 rounded down). All pounds sterling amounts used in or resulting from such calculations will
be rounded to the nearest pence (with one half-pence being rounded upwards). Subject to the provisions on the reverse of this
Additional Tier 1 Security relating to cancellation and deemed cancellation of interest and to ‎Section
2.03, ‎Section 2.04, Section 2.05, ‎Section
2.15(g) and ‎Section 5.01 of the Fourth Supplemental Indenture
and to the last sentence of this paragraph, interest, if any, shall be payable in quarterly installments in arrears on March 27,
June 27, September 27 and December 27 of each year (each, an “Interest Payment Date”). The first date on which
interest may be paid will be March 27, 2020 for the period commencing on (and including) November 20, 2019 and ending (but excluding)
March 27, 2020 (long first interest period).


 




    3


     


    

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 Additional Tier 1 Security is registered on the Record Date for such interest which shall be the
close of business of the relevant Clearing System on the Clearing System Business Day immediately preceding each Interest Payment
Date (or, if the Additional Tier 1 Securities are held in definitive form, the fifteenth day preceding each Interest Payment Date).


 


In addition
to any other restrictions on payments of principal and interest contained in this Fourth Supplemental Indenture, no repayment
of the principal amount of this Additional Tier 1 Security or payment of interest on this Additional Tier 1 Security shall become
due and payable after the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority unless, at the time that
such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by
the Company under the laws and regulations of the United Kingdom and the European Union applicable to the Company or other members
of the Group.


 


Interest
on the Additional Tier 1 Securities shall be due and payable only at the sole discretion of the Company, and the Company shall
have 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 Additional Tier
1 Securities 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
canceled or deemed canceled (in each case, in whole or in part) pursuant to this Additional Tier 1 Security shall not be due and
shall not accumulate or be payable at any time thereafter, and Holders and Beneficial Owners of the Additional Tier 1 Securities
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 Additional Tier 1 Security and Holders and Beneficial Owners of
this Additional Tier 1 Security shall have no rights thereto or to receive any additional interest or compensation as a result
of such cancellation or deemed cancellation. The Company may use such canceled interest without restriction.


 


Without limitation
on the foregoing paragraph, the Company shall not make an interest payment in respect of the Additional Tier 1 Securities on any
Interest Payment Date (and such interest payment shall therefore be deemed to have been canceled and thus shall not be due and
payable on such Interest Payment Date) to the extent an amount of Distributable Items on any scheduled Interest Payment Date is
less than the sum of (a) all payments (other than redemption payments) made or declared by the Company since the end of
its last financial year and prior to such Interest Payment Date on or in respect of any Parity Securities, the Additional Tier
1 Securities and any Junior Securities and


 




    4


     


    

(b) all payments
(other than redemption payments) payable by the Company on such Interest Payment Date (i) on the Additional Tier 1 Securities
and (ii) on or in respect of any Parity Securities or any Junior Securities, in the case of each of (a) and (b), excluding any
payments already accounted for (by way of deduction) in determining the Distributable Items.


 


By its acquisition
of the Additional Tier 1 Securities, 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) canceled (in whole or in part) by the Company at the Company’s
sole discretion and/or (y) deemed canceled (in whole or in part) pursuant to ‎Section
2.04(a) of the Fourth 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 shall not constitute a default in payment or otherwise under the terms
of the Additional Tier 1 Securities or the Indenture.


 


Interest
on the Additional Tier 1 Securities shall only be due and payable on an Interest Payment Date to the extent it is not canceled
or deemed canceled under the terms of this Additional Tier 1 Security and ‎Section
2.03, ‎Section 2.04, Section 2.05, ‎Section
2.15(g) and ‎Section 5.01 of the Fourth Supplemental Indenture.
Any interest canceled or deemed canceled (in each case, in whole or in part) in the circumstances described in this Additional
Tier 1 Security shall not be due and shall not accumulate or be payable at any time thereafter, and Holders and Beneficial Owners
of the Additional Tier 1 Securities 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 Additional Tier 1 Securities.


 


Payments
of principal of and interest, if any, on the Additional Tier 1 Securities shall be made in such coin or currency of the United
Kingdom as at the time of payment is legal tender for payment of public and private debts and such payments shall be made through
one or more Paying Agents appointed under the Capital Securities Indenture to the Holder of this Additional Tier 1 Security. Initially,
the Paying Agent for the Additional Tier 1 Securities shall be The Bank of New York Mellon, London Branch, One Canada Square,
London E14 5AL, United Kingdom and the and the Capital Security Registrar shall be The Bank of New York Mellon SA/NV, Luxembourg
Branch, 2-4 Rue Eugene Ruppert, Vertigo Building – Polaris, Luxembourg, 2453, Luxembourg. The Company may change the Paying
Agent without prior notice to the Holders of the Additional Tier 1 Securities, and in such an event the Company may act as Paying
Agent or Capital Security Registrar. Payments of principal, interest and other amounts in respect of on the Additional Tier 1
Securities shall be made by wire transfer of immediately available funds; provided, however, that in the case of
payments of principal, this Additional Tier 1 Security is first surrendered to the Paying Agent.


 


This Additional
Tier 1 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 1.12 of the Capital Securities Indenture and in ‎Section
5.01


 




    5


     


    

and ‎Section
5.02 of the of the Fourth Supplemental Indenture, and except that the authorization and execution of this Additional Tier 1 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.


 


Reference
is hereby made to the further provisions of this Additional Tier 1 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 Additional Tier 1 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 Additional Tier 1 Security shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.


 




    6


     


    

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


 


Date:


 


	 	LLOYDS BANKING GROUP PLC
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


 


 


 


 


 


 


 


[Signature
Page to Global Certificate]


 




    7


     


    

Trustee’s
Certificate of Authentication


 


This is one
of the Additional Tier 1 Securities 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


 


 


 


 


 


 


 


[Signature
Page to Global Certificate]


 




    8


     


    

(Reverse
of Security)


 


This Additional
Tier 1 Security is one of a duly authorized issue of securities of the Company (herein called the “Additional Tier 1
Securities” and each, an “Additional Tier 1 Security”) issued and to be issued in one or more series
under and governed by the Capital Securities Indenture, dated as of March 6, 2014 (herein called the “Capital 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 Capital Securities Indenture), as supplemented and amended by the Fourth Supplemental
Indenture, dated as of November 20, 2019, (the “Fourth Supplemental Indenture” and, together with the Capital
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 Additional Tier 1 Securities and of the terms upon which the Additional Tier 1
Securities are, and are to be, authenticated and delivered. Insofar as the provisions of the Indenture may conflict with the provisions
set forth in this Additional Tier 1 Security, the former shall control for purposes of this Additional Tier 1 Security.


 


This Additional
Tier 1 Security is one of the series designated on the face hereof, limited to a principal amount of £500,000,000, 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 and/or any other amounts to Holders by or on behalf of the Company in respect of the Additional Tier
1 Securities 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,
the Company shall pay, to the extent it has sufficient Distributable Items, such additional amounts in respect of payments of
interest (but not in respect of payments of principal or any other amounts) (“Additional Amounts”) as will
result (after such withholding or deduction) in receipt by the Holders of the sums of interest which would have been receivable
(in the absence of such withholding or deduction) by them in respect of their Additional Tier 1 Securities; except that no such
Additional Amounts shall be payable with respect to any Additional Tier 1 Security in accordance with Section 10.04 of the Capital
Securities Indenture.


 


Payments
under the Additional Tier 1 Securities 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 Capital Securities 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.


 




    9


     


    

Subject to
the limitations specified below, the Company may, at the Company’s option, redeem the Additional Tier 1 Securities, in whole
but not in part, on (i) any day falling in the period commencing on (and including) December 27, 2024 and ending (and including)
the First Reset Date, or (ii) any Reset Date thereafter at a redemption price equal to 100% of the principal amount of the Additional
Tier 1 Securities then outstanding, together with any Accrued Interest, excluding any interest which has been canceled or deemed
to be canceled as described under ‎Section 2.05 of the Fourth
Supplemental Indenture.


 


Subject to
the limitations specified below, the Company may, at the Company’s option, redeem the Additional Tier 1 Securities, in whole
but not in part at a redemption price equal to 100% of the principal amount of the Additional Tier 1 Securities 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 a change (which the Relevant Regulator considers to be sufficiently certain) to the regulatory classification of
the Additional Tier 1 Securities under the Applicable Regulations, in any such case becoming effective on or after the Issue Date,
some or all of the Outstanding Additional Tier 1 Securities ceases to be included in, or count towards, the Tier 1 Capital (howsoever
defined in the Applicable Regulations) of the Group (a “Regulatory Event”).


 


Subject to
the limitations specified below, the Company may, at the Company’s option, redeem the Additional Tier 1 Securities, in whole
but not in part, at a redemption price equal to 100% of the principal amount of the Additional Tier 1 Securities then Outstanding,
together with any Accrued Interest to (but excluding) the date fixed for redemption, if at any time the Company (i) determines
that as a result of a change in, or amendment to, the laws or regulations of the United Kingdom, or any political subdivision
or authority therein or thereof, having the power to tax, including any treaty to which the United Kingdom is a party, or any
change in any generally published application or interpretation of such laws, including a decision of any court or tribunal, or
any change in the generally published application or interpretation of such laws by any relevant tax authority or any generally
published pronouncement by any tax authority, which change, amendment or pronouncement (x) (subject to (y)) becomes effective
on or after the Issue Date, or (y) in the case of a change in law, if such change is enacted by United Kingdom Act of Parliament
or implemented by statutory instrument, on or after the Issue Date (a “Tax Law Change”), the Company has paid
or will or would on the next payment date be required to pay Additional Amounts to any Holder of the Additional Tier 1 Securities;
and/or (ii) a Tax Law Change would (a) result in the Company not being entitled to claim a deduction in respect of any payments
(or its corresponding funding costs as recognized in its financial statements) in respect of the Additional Tier 1 Securities
in computing the Company’s taxation liabilities or the amount or value of such deduction to the Company would be materially
reduced, (b) prevent the Additional Tier 1 Securities from being treated as loan relationships for United Kingdom tax purposes,
(c) as a result of the Additional Tier 1 Securities being in issue, result in the Company not being able to have losses or deductions
set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which it is or would
otherwise be so grouped for applicable United Kingdom tax


 




    10


     


    

purposes
(whether under the group relief system current as at the date of issue of the Additional Tier 1 Securities or any similar system
or systems having like effect as may from time to time exist), (d) result in a United Kingdom tax liability, or the receipt of
income or profit which would be subject to United Kingdom tax, in respect of a write-down of the principal amount of the Additional
Tier 1 Securities or the conversion of the Additional Tier 1 Securities into Settlement Shares (including, pursuant to the terms
and conditions of the Additional Tier 1 Securities or as a result of the exercise of any regulatory powers under the Banking Act
2009), or (e) result in an Additional Tier 1 Security or any part thereof being treated as a derivative or an embedded derivative
for United Kingdom tax purposes (each such change (or deemed change) in tax law or regulation or the official application or interpretation
thereof, a “Tax Event”); provided, however, in each case that the Company could not avoid the consequences
of the Tax Event by taking measures reasonably available to it.


 


Upon the
occurrence of a Tax Event or a Regulatory Event, the Company may, subject to ‎Section
2.12 and ‎Section 2.14 of the Fourth Supplemental Indenture,
but without any requirement for the consent or approval of the Holders of the Additional Tier 1 Securities, at any time (whether
before, on or following the First Reset Date) either substitute all (but not some only) of the Additional Tier 1 Securities for,
or vary the terms of the Additional Tier 1 Securities so that they remain or, as appropriate, become, Compliant Securities, and
the Trustee shall (subject to ‎Section 2.12 and ‎Section
2.14 of the Fourth Supplemental Indenture) agree to such substitution or variation. Upon the expiry of such notice, the Company
shall either vary the terms of or substitute the Additional Tier 1 Securities, as the case may be.


 


Any interest
payments that have been canceled or deemed canceled pursuant to the terms of this Additional Tier 1 Security and the Indenture
shall not be payable if the Additional Tier 1 Securities are redeemed pursuant to any of the three preceding paragraphs.


 


Before the
Company may redeem, substitute or vary the Additional Tier 1 Securities pursuant to any of the preceding paragraphs relating to
the Company’s rights of redemption, substitution or variation, the Company shall deliver to the Clearing Systems as the
Holders of the Global Securities (or, if the Additional Tier 1 Securities are in definitive form, to the Holders at their addresses
shown on the Capital Security Register) prior notice of (i) not less than fifteen (15) days and not more than thirty (30) days,
in the case of a redemption pursuant to Section 2.08 of the Supplemental Indenture and (ii) not less than thirty (30) days and
not more than sixty (60) days, in the case of a Regulatory Event redemption, Tax Event redemption, substitution or variation.
The Company shall deliver written notice of such redemption, substitution or variation of the Additional Tier 1 Securities to
the Trustee at least five (5) Business Days prior to the date on which the relevant notice of redemption, substitution or variation
is sent to Holders (unless a shorter notice period shall be satisfactory to the Trustee) and shall, except as otherwise provided
herein, be irrevocable.


 


Such notice
shall specify the Company’s election to redeem, substitute or vary the Additional Tier 1 Securities, as the case may be,
and the date fixed for such redemption,


 




    11


     


    

substitution
or variation, as the case may be, 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 Additional Tier 1 Security 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 Additional Tier 1 Securities are to be surrendered for payment of the redemption price, and (iv) the Common Code and/or ISIN
number or numbers, if any, with respect to the Additional Tier 1 Securities being redeemed.


 


In addition,
if the Company has elected to redeem, substitute or vary the Additional Tier 1 Securities and:


 


(i)           
(in the case of redemption only) the Solvency Condition is not (or, if payment were made, would not be) satisfied in respect
of the relevant payment on the date scheduled for redemption; or


 


(ii)           
(in any case) prior to the redemption, substitution or variation a Trigger Event occurs,


 


the relevant
notice of redemption, substitution or variation (as the case may be) shall be automatically rescinded and shall be of no force
and effect, no such redemption, substitution or variation shall occur and the Company shall give notice thereof to the Holders
and to the Trustee as soon as reasonably practicable (but failure to give such notice shall not constitute a default for any purpose
nor shall it affect the rescission of the original notice of redemption, substitution or variation (as the case may be)). Further,
no notice of redemption, substitution or variation shall be given following a determination that a Trigger Event has occurred.


 


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,
no payment in respect of the redemption amount shall be due and payable, and, pursuant to the terms of this Additional Tier 1
Security and the Indenture, the Automatic Conversion shall occur after such Trigger Event.


 


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 Relevant
Regulator and/or the Relevant Regulator has not granted permission to the Company to redeem the relevant Additional Tier 1 Securities
(in each case to the extent, and in the manner, required by the


 




    12


     


    

relevant
Applicable 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 Applicable Regulations (A) in the
case of redemption following the occurrence of a Tax Event, the Company has not demonstrated to the satisfaction of the Relevant
Regulator that the relevant change or event is material and was not reasonably foreseeable by the Company as at the Issue Date,
or (B) in the case of redemption following the occurrence of a Regulatory Event, the Company has not demonstrated to the satisfaction
of the Relevant Regulator that the relevant change was not reasonably foreseeable by the Company 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.


 


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 set out in the relevant Applicable Regulations for the
time being, such notice of redemption shall be automatically rescinded and shall be of no force and effect, 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 the Clearing
Systems as the Holders of the Global Securities (or, if the Additional Tier 1 Securities are definitive Securities, to the Holders
at their addresses shown on the Capital Security Register) and to the Trustee directly, specifying the occurrence of the relevant
event.


 


Prior to
the giving of any notice of redemption in connection with a Tax Event or a Regulatory Event, the Company shall deliver to the
Trustee an Officer’s Certificate stating that a Tax Event or a Regulatory Event, as applicable, has occurred and setting
out the details thereof. The Trustee is entitled to conclusively rely on and accept such Officer’s Certificate without any
duty whatsoever of further inquiry, in which event such Officer’s Certificate shall be conclusive and binding on the Trustee,
the Holders and the Beneficial Owners.


 


Any redemption,
purchase, substitution or variation, other than a purchase in the ordinary course of business dealing in securities, of the Additional
Tier 1 Securities by or on behalf of the Company or its subsidiaries, is subject to (i) the Company giving notice to the Relevant
Regulator, and the Relevant Regulator granting permission to, the Company to redeem, purchase, substitute or vary the terms of
the relevant Additional Tier 1 Securities, as the case may be (in each case to the extent, and in the manner, required by the
relevant Applicable Regulations); (ii) in the case of any redemption or purchase, if and to the extent then required under the
then-prevailing Applicable Regulations, either: (A) the Company having replaced the Additional Tier 1 Securities with own funds
instruments of equal or higher quality at terms that are sustainable for the


 




    13


     


    

income capacity
of the Company; or (B) the Company having demonstrated to the satisfaction of the Relevant Regulator that the own funds and eligible
liabilities of the Company would, following such redemption or purchase, exceed its minimum applicable capital requirements (including
any applicable buffer requirements) by a margin that the Relevant Regulator considers necessary at such time; (iii) 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 Applicable Regulations (A) in the case of redemption following the occurrence of a Tax Event, the Company having demonstrated
to the satisfaction of the Relevant Regulator that the relevant change or event is material and was not reasonably foreseeable
by the Company as at the Issue Date or (B) in the case of redemption following the occurrence of a Regulatory Event, the Company
having demonstrated to the satisfaction of the Relevant Regulator that the relevant change was not reasonably foreseeable by the
Company as at the Issue Date; (iv) in the case of any purchase prior to the fifth anniversary of the Issue Date, in addition to
satisfying either of the conditions specified in paragraph (ii) above, either (A) the Company having, before or at the same time
as such purchase, replaced the Additional Tier 1 Securities with own funds instruments of equal or higher quality at terms that
are sustainable for the income capacity of the Company, and the Relevant Regulator having permitted such action on the basis of
the determination that it would be beneficial from a prudential point of view and justified by exceptional circumstances; or (B)
the relevant Additional Tier 1 Securities being purchased for market-making purposes in accordance with the Applicable Regulations;
(v) in the case of any redemption or purchase, the satisfaction of the Solvency Condition both immediately prior to and immediately
following the redemption or purchase date; (vi) a Trigger Event not having occurred; and (vii) in the case of any substitution
or variation, such substitution or variation being effected in compliance with applicable regulatory and legal requirements, including
the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Subject to applicable law in
force at the relevant time, including the Applicable Regulations and U.S. federal securities law, the Company or any of its subsidiaries
may, directly or indirectly, purchase the Additional Tier 1 Securities at any price in the open market, by tender or by private
agreement. Any Additional Tier 1 Securities purchased beneficially by the Company for the account of the Company and any of its
subsidiaries (other than in connection with dealing in securities) will be treated as canceled and will no longer be issued and
outstanding.


 


If a Trigger
Event has occurred, then the Automatic Conversion shall occur on the Conversion Date and all of the Company’s obligations
under the Additional Tier 1 Securities 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 Additional
Tier 1 Securities shall equal zero at all times thereafter. 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 Additional Tier 1 Securities directly), the issuance and delivery of the Settlement Shares or of the Alternative Consideration,
as applicable, to the Holders of the Additional Tier 1 Securities, and such issuance and delivery shall be in consideration for
the irrevocable and automatic release of all of the Company’s obligations under the


 




    14


     


    

Additional
Tier 1 Securities 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 Fourth Supplemental Indenture and in this Additional Tier 1 Security to the issue
and delivery of Settlement Shares to the Settlement Share Depository shall be construed accordingly and apply mutatis mutandis.


 


The procedures
set forth in this Additional Tier 1 Security and ‎Section
2.15 of the Fourth Supplemental Indenture are subject to change to reflect changes in Clearstream, Luxembourg and/or Euroclear
practices, and the Company may make changes to the procedures set forth in ‎Section
2.15 of the Fourth Supplemental Indenture to the extent reasonably necessary, in the opinion of the Company, to reflect such changes
in Clearstream, Luxembourg and/or Euroclear practices. Any such changes shall be subject to the provisions of ‎Section
8.01 of the Fourth Supplemental Indenture.


 


Notwithstanding
anything to the contrary contained in the Indenture or this Additional Tier 1 Security, once the Company has delivered a Conversion
Trigger Notice following the occurrence of a Trigger Event, (i) subject to the right of Holders and Beneficial Owners pursuant
to ‎Section 4.03 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 Trigger Event and the Holders and Beneficial
Owners shall have no rights whatsoever under the Indenture or the Additional Tier 1 Securities 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 Holders or Beneficial Owners with respect
to any payments under the Additional Tier 1 Securities 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 Additional Tier 1 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 Trigger
Event and the timing of such Trigger Event, (ii) the failure of the Company to post or deliver the underlying CET1 Ratio calculations
of a Trigger Event to the Clearing Systems, 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 Additional Tier 1 Securities or for the direct or indirect
consequences thereof, or (v) any


 




    15


     


    

other requirement
of the Company contained herein related to a 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 Additional Tier 1 Securities) on the Conversion Date, this Additional Tier 1 Security 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, ADSs or Alternative Consideration, as the case may be, from the Settlement Share Depository (or
such other relevant recipient, as applicable).


 


The Holders
and Beneficial Owners shall not at any time have the option to convert the Additional Tier 1 Securities 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 Additional Tier 1 Securities, each Holder and each Beneficial Owner shall
be deemed to have (i) agreed to all of the terms and conditions of the Additional Tier 1 Securities, including, without limitation,
to those related to (x) Automatic Conversion of its Additional Tier 1 Securities following a 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 Fourth Supplemental Indenture or the Additional Tier 1 Securities) 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 Additional Tier 1 Securities and the liability of the Company to pay any such amounts (including the principal amount
of, or any interest in respect of, the Additional Tier 1 Securities) 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 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 Additional Tier 1 Securities, including, without limitation, claims related to or arising out of or
in connection with a Trigger Event and/or any Automatic Conversion, and (iv) authorized, directed and requested Clearstream, Luxembourg
and/or Euroclear and any direct participant in Clearstream, Luxembourg and/or Euroclear or other intermediary through which it
holds such Additional Tier 1 Securities 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 III of the Fourth Supplemental Indenture.


 




    16


     


    

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, such offer to be at a cash price per Settlement Share that will be no less than the Conversion Price, subject as provided
in ‎Section 2.17 of the Fourth Supplemental Indenture (the
“Settlement Shares Offer”).


 


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 Additional Tier 1 Securities, 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 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 in accordance with the terms of the Additional Tier 1 Securities,
(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 Additional Tier 1 Securities, (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) and (v) authorized, directed and required the Clearing Systems, any direct participant in the Clearing Systems
or other intermediary through which it holds the Additional Tier 1 Securities to take any and all necessary action to implement
the Automatic Conversion (including, without limitation, any Settlement Shares Offer).


 


Notwithstanding
any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of this Additional
Tier 1 Security, by purchasing or acquiring the Additional Tier 1 Securities, each Holder (including each Beneficial Owner) of
the Additional Tier 1 Securities acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. Bail-in
Power by the Relevant U.K. Resolution Authority that may result in (i) the reduction or cancellation of all, or a portion, of
the principal amount of, or interest on, the Additional Tier 1 Securities; (ii) the conversion of all, or a portion, of the principal
amount of, or interest on, the Additional Tier 1 Securities into shares or other securities or other obligations of the Company
or another person; and/or (iii) the amendment or alteration of the maturity of the Additional Tier 1 Securities, or amendment
of the amount of interest due on the Additional Tier 1 Securities, or the dates on which interest becomes payable, including by
suspending payment for a temporary period; any U.K. Bail-in Power may be exercised by means of variation of the terms of the Additional
Tier 1 Securities solely to give effect to the exercise by the Relevant U.K. Resolution Authority of such U.K. Bail-in Power.
With


 




    17


     


    

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 each Beneficial
Owner of the Additional Tier 1 Securities further acknowledges and agrees that the rights of the Holders and/or Beneficial Owners
under the Additional Tier 1 Securities are subject to, and will be varied, if necessary, solely to give effect to, the exercise
of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority.


 


By its acquisition
of the Additional Tier 1 Securities, each Holder and Beneficial Owner (i) acknowledges and agrees that no exercise of the U.K.
Bail-in Power by the Relevant U.K. Resolution Authority with respect to the Additional Tier 1 Securities or cancellation or deemed
cancellation of interest pursuant to the Fourth Supplemental Indenture and the terms of this Additional Tier 1 Security shall
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. Resolution Authority with respect to the Additional Tier 1 Securities, (iii) acknowledges
and agrees that, (a) upon the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority, the Trustee shall
not be required to take any further directions from Holders or Beneficial Owners of the Additional Tier 1 Securities under Section
5.12 of the Capital 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. Resolution 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. Resolution Authority, the Additional Tier
1 Securities 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 Additional Tier 1 Securities) then the Trustee’s duties under the Indenture shall remain applicable
with respect to the Additional Tier 1 Securities 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 (a) consented to the exercise of any U.K. Bail-in Power as it may be imposed without any prior
notice by the Relevant U.K. Resolution Authority of its decision to exercise such power with respect to the Additional Tier 1
Securities and (b) authorized, directed and requested the relevant Clearing System and/or any direct participant in the Clearing
Systems or other intermediary through which it holds such Additional Tier 1 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 Additional Tier 1 Securities 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
or Beneficial Owner that acquires its Additional Tier 1 Securities 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 Additional Tier 1 Securities that acquire the


 




    18


     


    

Additional
Tier 1 Securities 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 Additional Tier 1 Securities, including in relation to interest cancellation, the
Automatic Conversion, the U.K. Bail-in Power, the Settlement Shares Offer, and the limitations on remedies specified in this Additional
Tier 1 Security and ‎Section 4.04 of the Fourth Supplemental
Indenture.


 


No repayment
of principal following any proposed redemption of the Additional Tier 1 Securities or payment of interest on the Additional Tier
1 Securities shall become due and payable after the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority
unless, at the time that such repayment or payment, respectively is scheduled to become due, such repayment or payment would be
permitted to be made by the Company under the laws and regulations of the United Kingdom and the European Union applicable to
the Company or other members of the Group.


 


Upon the
exercise of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority with respect to the Additional Tier 1 Securities,
the Company shall provide a written notice to the Clearing Systems 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 only.


 


The Company’s
obligations to indemnify the Trustee in accordance with Section 6.07 of the Capital Securities Indenture shall survive any exercise
of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority with respect to the Additional Tier 1 Securities and any Automatic
Conversion.


 


The exercise
of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority with respect to the Additional Tier 1 Securities 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 (except in each such case, a solvent winding-up solely for the purposes of a reorganization, reconstruction or
amalgamation of the Company or the substitution in place of the Company of a successor in the business of the Company, the terms
of which (i) have previously been approved in writing by Holders of not less than 2/3 (two thirds) in aggregate principal amount
of the Additional Tier 1 Securities and (ii) do not provide that the Additional Tier 1 Securities shall thereby become redeemable
or repayable in accordance with their terms); or (ii) an administrator of the Company is appointed and such administrator declares,
or 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 Trigger Event, subject to the subordination provisions of Article
5 of the Fourth Supplemental Indenture, the principal amount of the Additional Tier 1 Securities shall become immediately due
and payable, without the need of any further action on the part


 




    19


     


    

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 Additional Tier 1 Securities has become immediately due and payable.


 


Subject to
‎Section 2.12 of the Fourth Supplemental Indenture, if the
Company fails to pay any amount of principal in respect of the Additional Tier 1 Securities and such non-payment is not remedied
within a period of seven (7) calendar days or more after the date on which such payment is due (a “Non-Payment Event”),
the Trustee may, on behalf of the Holders and Beneficial Owners, at its discretion, or shall at the direction of Holders of 25%
of the aggregate principal amount of outstanding Additional Tier 1 Securities, subject to any applicable laws, institute proceedings
for the winding up of the Company. In the event of a winding-up 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 proceeding of the
Company and/or claim in the liquidation of the Company, such claims as are set out in ‎Section
5.01(c) and ‎Section 5.01(d) of the Fourth Supplemental Indenture.
For the avoidance of doubt, the Trustee may not declare the principal amount of any outstanding Additional Tier 1 Securities 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 Additional Tier 1 Securities.


 


In the event
of a breach of any term, obligation or condition binding upon the Company under the Additional Tier 1 Securities or the Indenture
(other than any payment obligation of the Company under or arising from the Additional Tier 1 Securities or the Indenture, including
payment of any principal or interest, including any damages awarded for breach of any obligations) (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 any damages) earlier than the same would otherwise have been
payable under the Additional Tier 1 Securities or the Indenture. For the avoidance of doubt, the 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 Additional Tier 1 Securities 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 Additional
Tier 1 Securities may seek under the Additional Tier 1 Securities and the Indenture is specific performance under the laws of
the State of New York. By its acquisition of the Additional Tier 1 Securities, each Holder and Beneficial Owner of the Additional
Tier 1 Securities 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 Additional Tier 1 Securities 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.


 




    20


     


    

Other than
the limited remedies specified in this Additional Tier 1 Security and Article IV of the Fourth 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 the Holders and Beneficial Owners, whether for the recovery of amounts owing in respect of such Additional Tier 1 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 Additional Tier 1 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 Capital
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 Capital Securities Indenture shall not be limited or impaired by Article IV of the Fourth
Supplemental Indenture or otherwise and expressly survive any Enforcement Event and are not subject to the subordination provisions
of ‎‎Section 5.01 and the waiver of set-off provisions
of ‎‎Section 5.02 of the Fourth Supplemental Indenture.


 


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


 


Notwithstanding
the limitations on remedies specified in this Additional Tier 1 Security and under Article IV of the Fourth Supplemental Indenture,
(1) 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 Additional Tier 1 Securities under the provisions of the Indenture, and (2)
nothing shall impair the right of a Holder or Beneficial Owner of the Additional Tier 1 Securities 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 Additional
Tier 1 Securities; provided that, in the case of (1) and (2) above, any payments in respect of, or arising from, the Additional
Tier 1 Securities, including any payments or amounts resulting or arising from the enforcement of any rights under the Trust Indenture
Act in respect of the Additional Tier 1 Securities, shall be subject to the subordination provisions set forth in ‎Section
5.01 and the waiver of set-off provisions of ‎‎Section
5.02 of the Fourth Supplemental Indenture.


 


In furtherance
of Section 6.01 of the Capital 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 Capital 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.


 




    21


     


    

With respect
to the Additional Tier 1 Securities only, Section 12.01(a) of the Capital Securities Indenture shall be amended and restated in
its entirety by Section 5.01 of the Fourth Supplemental Indenture. References in the Capital Securities Indenture to Section 12.01(a)
thereof shall be to ‎Section 5.01 of the Fourth Supplemental
Indenture. For the avoidance of doubt, no provision of Article 12 of the Capital Securities Indenture other than Section 12.01(a)
shall be amended by the Fourth Supplemental Indenture.


 


The Additional
Tier 1 Securities shall constitute the Company’s direct, unsecured, unguaranteed and subordinated obligations, ranking equally
without any preference among themselves. The rights and claims of the Holders and Beneficial Owners of the Additional Tier 1 Securities
against the Company in respect of or arising from the Additional Tier 1 Securities shall be subordinated to the claims of Senior
Creditors.


 


If a Winding-up
or Administration Event occurs prior to the date on which a Trigger Event occurs, there shall be payable by the Company in respect
of each Additional Tier 1 Security (in lieu of any other payment by the Company) such amount, if any, as would have been payable
to the Holder or Beneficial Owner if, throughout such Winding-up or Administration Event, such Holder or Beneficial Owner were
the holder of one of a class of preference shares in the capital of the Company (“Notional Preference Shares”)
having an equal right to a return of assets in the Winding-up or Administration Event to, and so ranking pari passu with,
the holders of the most senior class or classes of issued preference shares in the capital of the Company from time to time (if
any) and which have a preferential right to a return of assets in the Winding-up or Administration Event over, and so rank ahead
of, the holders 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 on the assumption that the amount that such holder was entitled to receive in respect of each Notional
Preference Share is an amount equal to the principal amount of, the relevant Additional Tier 1 Security together with, to the
extent not otherwise included within the foregoing, any other amounts attributable to such Additional Tier 1 Security, including
any Accrued Interest thereon and any damages awarded for breach of any obligations in respect thereof, regardless of whether the
Solvency Condition is satisfied on the date upon which the same would otherwise be due and payable (and, in the case of an administration,
on the assumption that such shareholders were entitled to claim and recover in respect of their shares to the same degree as in
a winding up or liquidation).


 


If a Winding-up
or Administration Event occurs at any time on or following the date on which a 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 Additional Tier 1 Security (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 Additional Tier 1 Security 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, accordingly, as if such holder were, throughout such Winding-up or Administration Event, the holder
of such number of Ordinary Shares as it would have been entitled to receive upon Automatic Conversion (ignoring for this


 




    22


     


    

purpose the
Company’s right to make an election for a Settlement Shares Offer to be effected pursuant to ‎Section
2.17 of the Fourth Supplemental Indenture), regardless of whether the Solvency Condition is satisfied on such date (and, in the
case of an administration, on the assumption that shareholders were entitled to claim and recover in respect of their shares to
the same degree as in a winding up or liquidation).


 


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 under the Additional Tier 1 Securities (including any damages
for breach of any obligations thereunder) shall, in addition to the cancellation of any interest payment pursuant to the terms
of the Fourth Supplemental Indenture or this Additional Tier 1 Security, be conditional (i) upon the Company’s being solvent
at the time when the relevant payment is due to be made, and (ii) in that no principal, interest or other amount payable shall
be due and payable in respect of or arising from the Additional Tier 1 Securities 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 owed to Senior Creditors as they fall due and (ii) its Assets are at least equal to its Liabilities.


 


Subject to
applicable law, no Holder of Additional Tier 1 Securities may exercise, claim or plead any right of set-off, compensation or retention
in respect of any amount owed to it by the Company arising under, or in respect of, or in connection with, the Additional Tier
1 Securities and each Holder of Additional Tier 1 Securities shall, by virtue of its holding of any Additional Tier 1 Securities,
be deemed to have waived all such rights of set-off, compensation or retention. Notwithstanding the previous sentence, if any
amount owing to any holder of any Additional Tier 1 Security by the Company in respect of, or arising under or in connection with
the Additional Tier 1 Securities is discharged by set-off, such holder shall, subject to applicable law, immediately pay an amount
equal to the amount of such discharge to the Company (or, in the event of its winding-up or administration, the liquidator or,
as appropriate, administrator of the Company) and, until such time as payment is made, shall hold an amount equal to such amount
in trust for the Company (or the liquidator or, as appropriate, administrator of the Company) and accordingly any 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 Additional Tier 1 Securities 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 2/3 (two thirds) in aggregate majority
in principal amount of the Additional Tier 1 Securities then outstanding of each series to be affected.


 


Holders of
not less than a majority in aggregate principal amount of the Outstanding Securities may on behalf of the Holders of all of the
Additional Tier 1


 




    23


     


    

Securities
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 Additional Tier 1 Securities shall not be entitled to waive any past default
that results from a Winding-up or Administration Event or a Non-Payment Event.


 


As provided
in and subject to the provisions of the Indenture, the Holder of this Additional Tier 1 Security shall not have any 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 shall have previously given the Trustee written notice of a continuing Enforcement
Event with respect to the Additional Tier 1 Securities of this series specifying such Enforcement Event, the Holders of not less
than 25% in aggregate principal amount of the Additional Tier 1 Securities of this series then outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Enforcement Event as Trustee and offered to the Trustee indemnity
satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request, the Trustee for
60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding, and no direction
inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in
principal amount of the outstanding aggregate principal amount of Additional Tier 1 Securities of this series.


 


This Additional
Tier 1 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 Additional Tier 1 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 Additional Tier 1 Security shall equal this Additional Tier 1 Security’s outstanding principal amount. Following
the Automatic Conversion, the principal amount of this Additional Tier 1 Security shall equal zero.


 


Prior to
due presentment of this Additional Tier 1 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 Additional Tier 1 Security is registered as the owner hereof for
all purposes, whether or not this Additional Tier 1 Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.


 


This Additional Tier 1 Security
shall be governed by and construed in accordance with the laws of the State of New York, except as otherwise provided for (i)
pursuant to Section 1.12 of the Capital Securities Indenture and ‎Section
10.07 of the Fourth Supplemental Indenture, the subordination provisions referred to herein and in ‎Section
5.01 of the Fourth Supplemental Indenture (which amends in its entirety Section 12.01(a) of the Capital Securities Indenture)
and ‎Section 5.02 of the Fourth 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 Capital Securities Indenture, as amended by 


 




    24


     


    

‎Section
5.01 of the Fourth Supplemental Indenture, or otherwise), and (ii) the authorization and execution by the Company of this Additional
Tier 1 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 THE CLEARING SYSTEMS AND FOR PUBLICATION

AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS


 


[Lloyds
Letterhead]


 





	To:	
        Euroclear Bank S.A./N.V.

        

        New Issues Department

        

        1 Boulevard du Roi Albert II

        

        B-210 Brussels, Belgium

        

        Fax: +32 (0) 2 224 1421

        

        Email: newissues.issueragreement@euroclear.com

        
	
        Clearstream Banking, S.A.

        

        New Issues Department

        

        42 Avenue J.F. Kennedy

        

        L-1855 Luxembourg

        

        Fax: + 44 (0)207 862 7005

        

        Email: issueragreements@clearstream.com

        

	 	 	 
	Cc:	
        The Bank of New York Mellon, London Branch

        

        One Canada Square

        

        London E14 5AL

        

        United Kingdom

        

        Attn: Corpsov 4 team

        

        Email: corpsov4@bnymellon.com

        

        Fax: +44 (0) 1202 689849

        
	
        The Bank of New York Mellon

        

        240 Greenwich Street

        

        New York, NY 10286

        

        United States of America

        

        Attn: Corpsov 4 team

        

        Email: corpsov4@bnymellon.com

        

        Fax: +44 (0) 1202 689849

        





  


Re: Lloyds
Banking Group plc £500,000,000 Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities
(ISIN: XS2080995405) – Notice to Clearing Systems, Holders and Beneficial Owners of the Occurrence of a Trigger Event


 


This notice
is in relation to Lloyds Banking Group plc’s (the “Company”) £500,000,000 Fixed Rate Reset Additional
Tier 1 Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2080995405) issued on November 20, 2019 (the “Securities”)
pursuant to the Base Capital Securities Indenture, dated March 6, 2014, between the Company and The Bank of New York Mellon, London
Branch, as Trustee (the “Trustee”), as supplemented by the Fourth Supplemental Indenture, dated November 20,
2019, between the Company and the Trustee (together, the “Indenture”), and pursuant to the prospectus dated
June 3, 2019 as supplemented by the prospectus supplement dated November 13, 2019. Capitalized terms used herein and not defined
herein shall have the respective meanings ascribed to such terms in the Indenture.


 


The Company
hereby notifies Clearstream Banking, S.A. (“Clearstream, Luxembourg”) and Euroclear Bank S.A./N.V. (“Euroclear”
and, together with Clearstream, Luxembourg, the “Clearing Systems”), the Holders and Beneficial Owners of the
Additional Tier 1 Securities that a Trigger Event has occurred with respect to the


 





 



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 Euroclear and/or Clearstream, Luxembourg (or successor clearing system) policies and procedures.


 




    26


     


    

Additional
Tier 1 Securities. Such Trigger Event has occurred because the Group’s CET1 Ratio as of [date], as published by the
Company was less than 7.00%.


 


Upon the
occurrence of the Trigger Event, the terms of the Additional Tier 1 Securities provide for the Automatic Conversion of the Additional
Tier 1 Securities 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 Additional Tier 1 Securities 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 Additional Tier 1 Securities provide that the Additional Tier 1 Securities shall
remain in existence until the applicable Settlement Date for the sole purpose of evidencing a right to receive Settlement Shares,
ADSs or Alternative Consideration, as applicable, from the Settlement Share Depository.


 


Accordingly,
the Company hereby instructs the Clearing Systems to indicate to all participants that payments of principal and interest are
no longer payable under the Additional Tier 1 Securities as of the Conversion Date and that the Additional Tier 1 Securities will
have no further entitlement to interest or principal as of such date by making a note to that effect in its systems.


 


Should the
Clearing Systems, any Holder or any Beneficial Owner of the Additional Tier 1 Securities have any inquiries, please contact either
the Company at [Telephone, Fax, Email] or [Name], the Settlement Share Depository, at [Telephone, Fax, Email]
2


 


 


 


 


 


 


 


 


 


 


 


 


 





 



 


2
Insert contact details of any Settlement Share Depository, or, if LBG 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 LBG shall consider reasonable in the circumstances.


 


 


 




    27


     


    

Exhibit
C


 


Form
of Trigger Event Officer’s Certificate


 


LLOYDS
BANKING GROUP PLC


 


Trigger
Event Officer’s Certificate


 


This Officer’s
Certificate is being delivered in relation to Lloyds Banking Group plc’s (the “Company”) £500,000,000
Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2080995405) issued on November
20, 2019 (the “Securities”) pursuant to the Base Capital Securities Indenture, dated March 6, 2014, between
the Company and The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”), as amended and supplemented
by the Fourth Supplemental Indenture, dated November 20, 2019, 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 Capital Securities Indenture and ‎‎Section
2.15(b) of the Fourth 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 Trigger Event, including ‎‎Section 2.15(b) of the Fourth 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 Trigger Event has occurred with respect to the Additional Tier 1 Securities. Such Trigger Event has occurred because
the Group’s CET1 Ratio as of [date], as published by the Company, was less than 7.00%.


 


[Concurrently
with][Immediately following] the delivery of this Trigger Event Officer’s Certificate, the Company is delivering to Clearstream
Banking, S.A.


 




    28


     


    

(“Clearstream,
Luxembourg”) and Euroclear Bank S.A./N.V. (“Euroclear” and, together with Clearstream, Luxembourg,
the “Clearing Systems”) the Conversion Trigger Notice attached hereto as Exhibit A as a notice to the Clearing
Systems and for publication as a notice to Holders and Beneficial Owners in the form set forth in Exhibit B to the Fourth Supplemental
Indenture.


 


The Trustee
is entitled to conclusively rely on and accept this Trigger Event Officer’s Certificate without any duty whatsoever of further
inquiry as sufficient and conclusive evidence of the occurrence of a Trigger Event, and this 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 THE CLEARING SYSTEMS AND FOR PUBLICATION

AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS


 


[LBG
Letterhead]


 


	To:	Euroclear
        Bank S.A./N.V.

        

        New
        Issues Department

        

        1 Boulevard
        du Roi Albert II

        

        B-210
        Brussels, Belgium

        

        Fax:
        +32 (0) 2 224 1421

        

        Email:
        newissues.issueragreement@euroclear.com

        
	Clearstream
        Banking, S.A.

        

        New
        Issues Department

        

        42
        Avenue J.F. Kennedy

        

        L-1855
        Luxembourg

        

        Fax:
        + 44 (0)207 862 7005

        

        Email:
        issueragreements@clearstream.com

        

	 	 	 
	Cc:	The
        Bank of New York Mellon, London Branch

        

        One
        Canada Square

        

        London
        E14 5AL

        

        United
        Kingdom

        

        Attn:
        Corpsov 4 team

        

        Email:
        corpsov4@bnymellon.com

        

        Fax:
        +44 (0) 1202 689849

        
	The
        Bank of New York Mellon

        

        240
        Greenwich Street

        

        New
        York, NY 10286

        

        United
        States of America

        

        Attn:
        Corpsov 4 team

        

        Email:
        corpsov4@bnymellon.com

        

        Fax:
        +44 (0) 1202 689849

        



 





Re: Lloyds
Banking Group plc £500,000,000 Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities
(ISIN: XS2080995405) – Notice to Clearing Systems, Holders and Beneficial Owners –Election to Conduct a Settlement
Shares Offer


 


This notice
is in relation to Lloyds Banking Group plc’s (the “Company”) £500,000,000 Fixed Rate Reset Additional
Tier 1 Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2080995405) issued on November 20, 2019 (the “Securities”)
pursuant to the Base Capital Securities Indenture, dated March 6, 2014, between the Company and The Bank of New York Mellon, London
Branch, as Trustee (the “Trustee”), as supplemented by the Fourth Supplemental Indenture, dated November 20,
2019, between the Company and the Trustee (together, the “Indenture”), and pursuant to the prospectus dated
June 3, 2019, as supplemented by the prospectus supplement dated November 13, 2019 (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 Clearstream Banking, S.A. (“Clearstream, Luxembourg”) and Euroclear Bank S.A./N.V. (“Euroclear”
and, together with


 





 



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 Euroclear and/or Clearstream, Luxembourg (or successor clearing system) policies and procedures.


 




    30


     


    

Clearstream,
Luxembourg, the “Clearing Systems”), the Holders and the Beneficial Owners of the Additional Tier 1 Securities
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.


 


[In addition,
the Company hereby notifies the Clearing Systems, the Holders and the Beneficial Owners of the Additional Tier 1 Securities that
the Suspension Date shall be [date]5. Accordingly, the Company hereby instructs Euroclear and Clearstream, Luxembourg
to block the clearance and settlement of the Additional Tier 1 Securities on the Suspension Date. As described in the Prospectus,
Holders and Beneficial Owners will not be able to settle the transfer of any Additional Tier 1 Securities following the Suspension
Date, and any sale or other transfer of the Additional Tier 1 Securities that a Holder or Beneficial Owner may have initiated
prior to the commencement to the Suspension Date that is scheduled to settle after the Suspension Date will be rejected by such
Clearing System and will not be settled through such Clearing System.]6


 


Should the
Clearing Systems, any Holder or any Beneficial Owner of the Additional Tier 1 Securities have any inquiries, please contact either
the Company at [Telephone, Fax, Email] or [Name], the Settlement Share Depository, at [Telephone, Fax, Email]
7


 


 


 


 


 


 


 


 





 



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.


 


5
Note: Insert the Suspension Date, which is the date on which the Clearing Systems shall block all positions relating to Additional
Tier 1 Securities held in the Clearing System, which will suspend all clearance and settlement of transactions in the Additional
Tier 1 Securities in accordance with applicable rules and procedures through the Clearing Systems.


 


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 LBG 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 LBG shall consider reasonable in the circumstances.



 




    31


     


    

Exhibit
E


 


Form
of Settlement Request Notice8


 


NOTICE
TO CLEARING SYSTEMS AND FOR PUBLICATION

AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS


 


[LBG
Letterhead]


 


	To:	Euroclear
        Bank S.A./N.V.

        

        New
        Issues Department

        

        1 Boulevard
        du Roi Albert II

        

        B-210
        Brussels, Belgium

        

        Fax:
        +32 (0) 2 224 1421

        

        Email:
        newissues.issueragreement@euroclear.com

        
	Clearstream
        Banking, S.A.

        

        New
        Issues Department

        

        42
        Avenue J.F. Kennedy

        

        L-1855
        Luxembourg

        

        Fax:
        + 44 (0)207 862 7005

        

        Email:
        issueragreements@clearstream.com

        

	 	 	 
	Cc:	The
        Bank of New York Mellon, London Branch

        

        One
        Canada Square

        

        London
        E14 5AL

        

        United
        Kingdom

        

        Attn:
        Corpsov 4 team

        

        Email:
        corpsov4@bnymellon.com

        

        Fax:
        +44 (0) 1202 689849

         
	The
        Bank of New York Mellon

        

        240
        Greenwich Street

        

        New
        York, NY 10286

        

        United
        States of America

        

        Attn:
        Corpsov 4 team

        

        Email:
        corpsov4@bnymellon.com

        

        Fax:
        +44 (0) 1202 689849

        



 


 


Re: Lloyds
Banking Group plc £500,000,000 Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities
(ISIN: XS2080995405) – Notice to the Clearing Systems, Holders and Beneficial Owners –Election to Conduct a Settlement
Shares Offer


 


This notice
is in relation to Lloyds Banking Group plc’s (the “Company”) £500,000,000 Fixed Rate Reset Additional
Tier 1 Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2080995405) issued on November 20, 2019 (the “Securities”)
pursuant to the Base Capital Securities Indenture, dated March 6, 2014, between the Company and The Bank of New York Mellon, London
Branch, as Trustee (the “Trustee”), as supplemented by the Fourth Supplemental Indenture, dated November 20,
2019, between the Company and the Trustee (together, the “Indenture”), and pursuant to the prospectus dated
June 3, 2019, as supplemented by the prospectus supplement dated November 13, 2019 (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 Additional Tier 1 Securities provide notice to [Name of Settlement
Share Depository (or


 


 







 


 






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 Euroclear and/or Clearstream, Luxembourg (or successor clearing system) policies and procedures. 





 




    32


     


    

other
nominee)], as [Settlement Share Depository]9, with a copy to the Trustee, in the form provided in Exhibit
F to the Fourth Supplemental Indenture before [date] (the “Notice Cut-off Date”).


 


If a Holder
or Beneficial Owner of the Additional Tier 1 Securities 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 Fourth 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, two (2) Business Days after the date on which the Settlement Notice is received
by the Settlement Share Depository .


 


If a Holder
or Beneficial Owner of the Additional Tier 1 Securities 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 canceled on the Final Cancellation Date, which shall be [Date],10
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.


 


Should Clearstream
Banking, S.A., Euroclear Bank S.A./N.V., any Holder or any Beneficial Owner of the Additional Tier 1 Securities have any inquiries,
please contact either the Company at [Telephone, Fax, Email] or [Name], the [Settlement Share Depository],
at [Telephone, Fax, Email].


 


 


 


 


 


 


 





 



 


 


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


 


10
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 Notice11

NOTICE TO THE [SETTLEMENT SHARE DEPOSITORY AND]

THE CLEARING SYSTEMS


 


	To:	Euroclear
        Bank S.A./N.V.

        

        New
        Issues Department

        

        1 Boulevard
        du Roi Albert II

        

        B-210
        Brussels, Belgium

        

        Fax:
        +32 (0) 2 224 1421

        

        Email:
        newissues.issueragreement@euroclear.com

        
	Clearstream
        Banking, S.A.

        

        New
        Issues Department

        

        42
        Avenue J.F. Kennedy

        

        L-1855
        Luxembourg

        

        Fax:
        + 44 (0)207 862 7005

        

        Email:
        issueragreements@clearstream.com

        

	 	 	 
	Cc:	The
        Bank of New York Mellon, London Branch

        

        One
        Canada Square

        

        London
        E14 5AL

        

        United
        Kingdom

        

        Attn:
        Corpsov 4 team

        

        Email:
        corpsov4@bnymellon.com

        

        Fax:
        +44 (0) 1202 689849

        
	The
        Bank of New York Mellon

        

        240
        Greenwich Street

        

        New
        York, NY 10286

        

        United
        States of America

        

        Attn:
        Corpsov 4 team

        

        Email:
        corpsov4@bnymellon.com

        

        Fax:
        +44 (0) 1202 689849

        



 


 


Re: Lloyds
Banking Group plc £500,000,000 Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities
(ISIN: XS2080995405) – Notice to Clearing Systems, Holders and Beneficial Owners –Election to Conduct a Settlement
Shares Offer


 


This notice
is in relation to Lloyds Banking Group plc’s (the “Company”) £500,000,000 Fixed Rate Reset Additional
Tier 1 Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2080995405) issued on November 20, 2019 (the “Securities”)
pursuant to the Base Capital Securities Indenture, dated March 6, 2014, between the Company and The Bank of New York Mellon, London
Branch, as Trustee (the “Trustee”), as supplemented by the Fourth Supplemental Indenture, dated November 20,
2019, between the Company and the Trustee (together, the “Indenture”), and pursuant to the prospectus dated
June 3, 2019, as supplemented by the prospectus supplement dated November 13, 2019 (the “Prospectus”). Capitalized
terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture.


 


 


 


 





 



 


11
Note: Addresses to be reconfirmed prior to when notice is sent; subject to modification if Securities are in definitive form and
to changes in Euroclear and/or Clearstream, Luxembourg and CREST (or successor clearing system) policies and procedures.


 




    34


     


    

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


 


Surname/Company
Name:


 


First name:


 


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


 


Tradable
Amount of the Additional Tier 1 Securities 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]12


 


[Address
to which any Settlement Shares should be delivered]13


 


□
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 Clearstream
Banking, S.A. OR Euroclear Bank S.A./N.V. 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 Additional Tier 1 Securities shall be canceled
on the Final Cancellation Date, which shall be [date],14 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


 


 





 



 






12
Note: To be included if the Settlement Shares will be delivered through a clearing system account other than CREST.


 


13
Note: To be included if the Settlement Shares are not a participating security in CREST or any another clearing system.


 


14
Note: The Final Cancellation Date may be up to twelve (12) Business Days following the Notice Cut-off Date.



 




    35


     


    

Depository
in its sole and absolute discretion in order to receive delivery of such Settlement Shares, ADSs or Alternative Consideration.


 




    36