Exhibit 4.3





 


FORM
OF 2021 SENIOR FLOATING RATE GLOBAL NOTE


 


THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR
IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.


 


CUSIP
No. 53944YAG8

ISIN No. US53944YAG89

Common Code: 181624639


 


LLOYDS BANKING
GROUP plc


 


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


 





	No. [1]	$500,000,000






 


LLOYDS BANKING GROUP plc (herein
called the “Company,” which term includes any successor person under the Indenture (as defined on the reverse hereof)),
for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $500,000,000 (five hundred
million dollars) on June 21, 2021 (the “Maturity Date”) or on such earlier date as the principal hereof may become
due in accordance with the terms hereof and to pay interest thereon quarterly in arrears on March 21, June 21, September 21 and
December 21, commencing on September 21, 2018, and ending on June 21, 2021 (each, an “Interest Payment Date”). Interest
so payable on any Interest Payment Date shall be paid to the Holder in whose name this Senior Note is registered on the 15th
calendar day immediately preceding the relevant Interest Payment Date, whether or not such day is a Business Day, as defined
in the Indenture (each a “Regular Record Date”). If (i) the Company fails to pay any installment of interest on any
Senior Note on or before its Interest Payment Date and such failure continues for 14 days or (ii) the Company fails to pay all
or any part of the principal of any Senior Note on any date on which such principal shall otherwise have become due and payable,
whether upon redemption or otherwise, and such failure continues for seven days (each of (i) and (ii), a “Default”),
the Trustee may commence a proceeding for the winding up of the Company, provided that the Trustee may not, upon the occurrence
of a Default, declare the principal amount of any of the Outstanding Senior Notes to be due and payable.


 


Interest
shall accrue on this Senior Note from day to day from the date of issuance hereof, until the principal amount hereof is paid or
made available for payment.


 


Payment of
the principal amount of (and premium, if any) and any interest on, this Senior Note will be made in such coin or currency of the
United States of America as at


 




    


     


    

the time
of payment is legal tender for payment of public and private debts. Such payment shall be made to the Holder including through
a Paying Agent of the Company outside the United Kingdom for collection by the Holder. If the date for payment of the principal
amount hereof (and premium, if any) or interest thereon is not a Business Day, then (subject as provided in the Indenture) such
payment shall be made on the next succeeding Business Day and interest shall continue to accrue.


 


Prior to
due presentment of this Senior Note for registration of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Senior Note is registered as the owner of such Senior Note for the purpose of
receiving payment of principal and interest, if any, on such Senior Note and for all other purposes whatsoever, whether or not
such Senior Note be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected
by notice to the contrary.


 


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


 


Unless the
certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this
Senior Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


Notwithstanding
any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of this Senior Note,
by purchasing or acquiring this Senior Note, each Holder (including each Beneficial Owner) of this Senior Note acknowledges, accepts,
agrees to be bound by and consents to the exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution
authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on,
this Senior Note; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, this Senior Note into
shares or other securities or other obligations of the Company or another person; and/or (iii) the amendment or alteration of
the maturity of this Senior Note, or amendment of the amount of interest due on this Senior Note, or the dates on which interest
becomes payable, including by suspending payment for a temporary period; which U.K. bail-in power may be exercised by means of
variation of the terms of this Senior Note solely to give effect to the exercise by the relevant U.K. resolution authority of
such U.K. bail-in power. Each Holder and Beneficial Owner of this Senior Note further acknowledges and agrees that the rights
of the Holders and/or Beneficial Owners under this Senior Note are subject to, and will be varied, if necessary, solely to give
effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.


 


For these
purposes, a “U.K. bail-in power” is any write-down, conversion, transfer, modification or suspension power existing
from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies,
credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom
to the Company and the Group,


 




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including
but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted within the context
of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery
and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution regime under the U.K.
Banking Act 2009 as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking
Reform) Act 2013, secondary legislation or otherwise), pursuant to which any obligations of a bank, banking group company, credit
institution or investment firm or any of its affiliates can be reduced, cancelled, modified, transferred and/or converted into
shares or other securities or obligations of the obligor or any other person (or suspended for a temporary period) or pursuant
to which any right in a contract governing such obligations may be deemed to have been exercised. A reference to the “relevant
U.K. resolution authority” is to any authority with the ability to exercise a U.K. bail-in power.


 


[The rest
of this page is intentionally left blank]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




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





 


Dated: June 21, 2018


 


	 	LLOYDS BANKING GROUP PLC
	 	 
	 	 	 
	 	Name:	 
	 	Title:	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[2021
Senior Floating Rate Global Note Signature Page]






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CERTIFICATE
OF AUTHENTICATION


 


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


 


Dated: June 21, 2018





 





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



 


  


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[2021
Senior Floating Rate Global Note Signature Page]






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[REVERSE
OF SECURITY]


 


This Senior
Note is one of a duly authorized issue of securities of the Company (herein called the “Senior Notes”) issued and
to be issued in one or more series under a Senior Debt Securities Indenture, dated as of July 6, 2010 (herein called the “Senior
Indenture”), among the Company, as issuer, and The Bank of New York Mellon, London Branch as trustee (herein called the
“Trustee,” which term includes any successor trustee under the Senior Indenture) as supplemented by the Sixth Supplemental
Indenture, dated as of June 21, 2018, among the Company and the Trustee (the “Sixth Supplemental Indenture”, and,
together with the Senior Indenture, the “Indenture”) to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Senior Notes and of the terms upon which the Senior Notes are, and are to be, authenticated
and delivered.


 


This Senior
Note is one of the series designated on the face hereof, initially limited in aggregate principal amount to $500,000,000. The
Company may, without the consent of the Holders of the Senior Notes, issue additional notes having the same ranking and interest
rate, maturity date, redemption terms and other terms as the Senior Notes except for the price to the public, issue date and first
interest payment date, provided that such additional notes must be fungible with the outstanding Senior Notes for U.S. federal
income tax purposes. Any such Senior Notes, together with this Senior Note, will constitute a single series of securities under
the Indenture. The Senior Notes will initially be issued in the form of one or more global Senior Notes (each, a “Global
Senior Note”). Except as provided in the Indenture, a Global Senior Note shall not be exchangeable for one or more definitive
Senior Notes.


 


The Senior
Notes of this series will constitute unsecured and unsubordinated obligations of the Company, as described herein, and will rank
pari passu without any preference among themselves.


 


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


 


The initial
Interest Payment Date (as defined below) will fall on September 21, 2018. Thereafter, interest on the Senior Notes will be paid
quarterly in arrears on March 21, June 21, September 21 and December 21, of each year, commencing on September 21, 2018, and ending
on June 21, 2021 (each, an “Interest Payment Date”). Interest so payable on any Interest Payment Date shall be paid
to the Holder in whose name this Senior Note is registered on the 15th calendar day immediately preceding the relevant Interest
Payment Date (each a “Regular Record Date”). However, if an Interest Payment Date would fall on a day that is not
a Business Day, as defined in the Indenture, other than the interest payment date that is also the date of maturity, the Interest
Payment Date


 




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


 


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


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


All percentages
resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage
point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655%
(or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half
cent being rounded upwards).


 


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


 


If an Event
of Default with respect to the Senior Notes of this series shall have occurred and be continuing, the Trustee or the Holder or
Holders of not less than 25% in aggregate principal amount of the Outstanding Senior Notes of this series may declare the principal
amount of, and any accrued interest on, all the Senior Notes to be due and payable immediately, in the manner, with the effect
and subject to the conditions provided in the Indenture.


 


Except as
otherwise provided in Article 5 of the Senior Indenture, the Trustee may in its discretion proceed to protect and enforce its
rights and the rights of Holders of Senior Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Indenture or
in aid of the exercise of any power granted herein, or to enforce any other legal or equitable right vested in the Trustee by
the


 




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Indenture
or by law, provided, however, that the Company shall not, as a result of the bringing of such judicial proceedings, be required
to pay any amount representing or measured by reference to the principal of, or any interest on, the Senior Notes prior to any
date on which the principal of, or any interest on, the Senior Notes would have otherwise been payable by the Company.


 


If a Default
occurs, the Trustee may commence a proceeding for the winding-up of the Company and/or prove in a winding-up of the Company, provided
that the Trustee may not, upon the occurrence of a Default, declare the principal amount of any of the Outstanding Senior Notes
to be due and payable.


 


Failure to
make any payment in respect of this Senior Note shall not be a Default if such payment is withheld or refused and an Opinion of
Counsel is delivered to the Trustee concluding that such sums were not paid in order to comply with any fiscal or other law or
regulation or with the order of any court of competent jurisdiction, provided, however, that the Trustee may by notice to the
Company require the Company to take such action (including but not limited to proceedings for a declaration by a court of competent
jurisdiction) as the Trustee may be advised in an Opinion of Counsel, upon which opinion the Trustee may conclusively rely, is
appropriate and reasonable in the circumstances to resolve such doubt, in which case the Company shall forthwith take and expeditiously
proceed with such action and shall be bound by any final resolution of the doubt resulting therefrom. If any such action results
in a determination that the relevant payment can be made without violating any applicable law, regulation or order then the provisions
of the preceding sentence shall cease to have effect and the payment shall become due and payable on the expiration of 14 days
(in the case of payments under Section 5.03(a) of the Senior Indenture) or seven days (in the case of payments under Section 5.03(b)
of the Senior Indenture) after the Trustee gives written notice to the Company informing it of such resolution.


 


Subject to
applicable law, no Holder may exercise or claim any right of set-off, counterclaim, combination of accounts, compensation or retention
in respect of any amount owed to it by the Company arising under or in connection with the Senior Notes. The Holders of Senior
Notes by their acceptance thereof will be deemed to have waived any right of set-off, counterclaim, combination of accounts, compensation
and retention with respect to the Senior Notes or the Senior Indenture (or between the obligations under or in respect of any
Senior Notes and any liability owed by a Holder to the Company) that they might otherwise have against the Company.


 


No remedy
against the Company other than as referred to in Article 5 of the Senior Indenture shall be available to the Trustee or the Holders,
whether for the recovery of amounts owing in respect of the Senior Notes or under the Indenture or in respect of any breach by
the Company of any of its other obligations under or in respect of the Senior Notes or under the Senior Indenture, except that
the Trustee and the Holders shall have such rights and powers as they are required to have under the Trust Indenture Act.


 


Amounts to
be paid on the Senior Notes of this Series will be made without deduction or withholding for, or on account of, any and all present
and future income,


 




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stamp and
other taxes, levies, imposts, duties, charges or fees, levied, collected, withheld or assessed by or on behalf of the United Kingdom
or any political subdivision or authority thereof or therein having the power to tax (the “Taxing Jurisdiction”),
unless such deduction or withholding is required by law. If at any time a Taxing Jurisdiction requires the Company to make such
deduction or withholding, the Company will pay additional amounts with respect to the principal of, and interest and any other
payments on, the Senior Notes of this series (“Additional Amounts”) that are necessary in order that the net amounts
paid to the Holders, after the deduction or withholding, shall equal the amounts which would have been payable on the Senior Notes
if the deduction or withholding had not been required. However, this will not apply to any such tax, levy, impost, duty,
charge or fee, which would not have been deducted or withheld but for the fact that:


 


(i) the Holder
or the Beneficial Owner of the Senior Note is a domiciliary, national or resident of, or engaging in business or maintaining a
permanent establishment or is physically present in, the Taxing Jurisdiction or otherwise has some connection with the Taxing
Jurisdiction other than the holding or ownership of a Senior Note, or the collection of any payment of (or in respect of) principal
of, or interest or other payments on, any Senior Note,


 


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


 


(iii) the
relevant Senior Note is presented (where presentation is required) for payment more than 30 days after the date payment became
due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to the Additional Amounts
on presenting the same for payment at the close of that 30 day period,


 


(iv) the
Holder or the Beneficial Owner of the relevant Senior Note or the Beneficial Owner of any payment of (or in respect of) principal
of, or interest or other payments on, the Senior Note failed to comply with a request of the Company or its liquidator or other
authorized person addressed to the Holder (x) to provide information concerning the nationality, residence or identity of the
Holder or such Beneficial Owner or (y) to make any declaration or other similar claim to satisfy any requirement, which in the
case of (x) or (y), is required or imposed by a statute, treaty, regulation or administrative practice of the Taxing Jurisdiction
as a precondition to exemption from all or part of the tax, levy, impost, duty, charge or fee,


 


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


 


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


 




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(vii) the
deduction or withholding is imposed by reason of any agreement with the U.S. Internal Revenue Service in connection with Sections
1471-1474 of the U.S. Internal Revenue Code and the U.S. Treasury regulations thereunder (“FATCA”), any intergovernmental
agreement between the United States and the United Kingdom or any other jurisdiction with respect to FATCA, or any law, regulation
or other official guidance enacted in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement;
or


 


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


 


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


 


References
herein to the payment of the principal of or interest or other payments on any Senior Note shall be deemed to include mention
of the payment of Additional Amounts provided for in the foregoing paragraph to the extent that, in such context, Additional Amounts
are, were or would be payable under the foregoing provisions.


 


The Senior
Notes of this series are redeemable, as a whole but not in part, at the option of the Company (subject to, if and to the extent
required by the Relevant Regulator or the Loss Absorption Regulations, the Company giving notice to the Relevant Regulator and
the Relevant Regulator granting the Company permission), on not less than 30 nor more than 60 days’ notice, on any Payment
Date, at a redemption price equal to 100% of the principal amount, together with accrued but unpaid interest, in respect of the
Senior Notes to the date fixed for redemption, if, at any time, the Company shall determine that as a result of a change in or
amendment to the laws or regulations of the Taxing Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party),
or any change in the application or interpretation of such laws or regulations (including a decision of any court or tribunal)
which change or amendment becomes effective on or after June 21, 2018:


 


(a) in making
payment under the Senior Notes the Company has or will or would on the next Payment Date become obligated to pay Additional Amounts;


 


(b) the payment
of interest on the next Payment Date in respect of any of the Senior Notes would be treated as a “distribution” within
the meaning of Chapter 2 of Part 23 of the Corporation Tax Act 2010 of the United Kingdom (or any statutory modification or re-enactment
thereof for the time being); or


 


(c) on the
next Payment Date the Company would not be entitled to claim a deduction in respect of such payment of interest in computing its
United Kingdom


 




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taxation
liabilities (or the value of such deduction to the Company would be materially reduced).


 


In any case
where the Company shall determine that, in accordance with Section 11.08 of the Senior Indenture, it is entitled to redeem the
Senior Notes of this series, the Company shall be required to deliver to the Trustee prior to the giving of any notice of redemption
a written legal opinion of independent United Kingdom counsel of recognized standing (selected by the Company) in a form satisfactory
to the Trustee confirming that the relevant change or amendment has occurred and that the Company is entitled to exercise its
right of redemption.


 


The Company
may, at the Company’s option (but subject to, if and to the extent then required by the Relevant Regulator or the Loss Absorption
Regulations, the Company giving notice to the Relevant Regulator and the Relevant Regulator granting the Company permission),
having given not less than 30 nor more than 60 days’ notice to holders, redeem all but not some only of the Senior Notes
outstanding at any time at 100% of their principal amount together with any accrued but unpaid interest to the date of redemption,
if immediately prior to the giving of the notice referred to above, the Company satisfies the Trustee that a Loss Absorption Disqualification
Event has occurred. Any redemption or purchase of Senior Notes (other than redemption on the relevant maturity date), and any
modification to the terms of the Senior Notes or any indenture relating thereto, is subject to, if and to the extent then required
by the Relevant Regulator or the Loss Absorption Regulations, the Company giving notice to the Relevant Regulator and the Relevant
Regulator granting the Company permission therefor and otherwise to compliance with the Loss Absorption Regulations if and to
the extent then required thereunder.


 


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


 


Upon payment
of (i) the amount of principal (and premium, if any) so declared due and payable and (ii) accrued and unpaid interest, all of
the Company’s obligations in respect of the payment of the principal of (and premium, if any), and accrued and unpaid interest
on, the Senior Notes of this series shall terminate.


 


Notwithstanding
any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of this Senior Note,
by purchasing or acquiring this Senior Note, each Holder (including each Beneficial Owner) of this Senior Note acknowledges, accepts,
agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority that may
result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Senior Notes;
(ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Senior Notes into shares or other securities
or other obligations of the Company or another person; and/or (iii) the amendment or alteration of the maturity of the Senior
Notes, or amendment of the amount of interest due on the Senior Notes, or the dates on which interest becomes payable, including
by suspending payment for a


 




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temporary
period; which U.K. bail-in power may be exercised by means of variation of the terms of the Senior Notes solely to give effect
to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. Each Holder and Beneficial Owner of the
Senior Notes further acknowledges and agrees that the rights of the Holders and/or Beneficial Owners under the Senior Notes are
subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by the relevant
U.K. resolution authority.


 


By purchasing
or acquiring the Senior Notes, each Holder and Beneficial Owner of the Securities:


 


(i)
acknowledges and agrees that the exercise of the U.K. bail-in power by the relevant U.K. resolution authority in respect of the
Senior Notes shall not give rise to a default or an Event of Default for purposes of Section 315(b) (Notice of Default) and Section
315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act;


 


(ii)
to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate
a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes,
or abstains from taking, in either case in accordance with the exercise of the U.K. bail-in power by the relevant U.K. resolution
authority with respect to the Senior Notes; and


 


(iii)
acknowledges and agrees that, upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, (a) the Trustee
shall not be required to take any further directions from Holders of the Senior Notes under Section 5.12 of the Senior Indenture,
and (b) neither the Senior Indenture nor the Sixth Supplemental Indenture shall impose any duties upon the Trustee whatsoever
with respect to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority. Notwithstanding the foregoing,
if, following the completion of the exercise of the U.K. bail-in power by the relevant U.K. resolution authority, any of the Senior
Notes remain outstanding (for example, if the exercise of the U.K. bail-in power results in only a partial write-down of the principal
of the Senior Notes), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Senior Notes
following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an
amendment to the Sixth Supplemental Indenture.


 


By purchasing
or acquiring the Senior Notes, each Holder and Beneficial Owner that acquires its Senior Notes in the secondary market shall be
deemed to acknowledge and agree to be bound by and consent to the same provisions specified in the Indenture to the same extent
as the Holders and Beneficial Owners of the Senior Notes that acquire the Senior Notes upon their initial issuance, including,
without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Senior Notes
related to the U.K. bail-in power.


 




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By purchasing
or acquiring the Senior Notes, each Holder and Beneficial Owner shall be deemed to have (i) consented to the exercise of any U.K.
bail-in power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its decision to exercise
such power with respect to the Senior Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC
or other intermediary through which it holds such Senior Notes to take any and all necessary action, if required, to implement
the exercise of any U.K. bail-in power with respect to the Senior Notes as it may be imposed, without any further action or direction
on the part of such Holder or Beneficial Owner or the Trustee.


 


No repayment
of the principal amount of the Senior Notes or payment of interest on the Senior Notes shall become due and payable after the
exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such repayment or payment,
respectively, is scheduled to become due, such repayment or payment would be permitted to be made by the Company under the laws
and regulations of the United Kingdom and the European Union applicable to the Company and the Group.


 


Upon the
exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Senior Notes, the Company shall
provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. bail-in power for purposes of notifying
Holders of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes.


 


The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Senior Notes of each series to be affected thereby by the Company and the
Trustee with the consent of the Holders of not less than a majority in principal amount of the Senior Notes at the time outstanding
of each such series. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount
of the outstanding Senior Notes of each series, on behalf of the Holders of all Senior Notes of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Senior Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Senior Note and of any Senior Note issued in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Senior Note.


 


No reference
herein to the Indenture and no provision of this Senior Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay, if and when due and payable, the principal of (and premium, if any) and interest
on, this Senior Note at the times, place and rate, and in the coin or currency, herein prescribed.


 


As set forth
in, and subject to, the provisions of the Indenture, no Holder of any Senior Note of this series will have the right to institute
any proceeding with respect to the Indenture, this Senior Note or any remedy thereunder; provided, however, that such limitations
do not apply to a suit instituted by the Holder hereof for the enforcement of


 




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payment of
the principal or interest as and when the same shall have become due and payable in accordance with the terms hereof and the Indenture.


 


No reference
herein to the Indenture and no provision of this Senior Note or of the Indenture shall alter or impair the right of the Holder
of this Senior Note, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and interest
on, this Senior Note when due and payable in accordance with the provisions of this Senior Note and the Indenture.


 


This Senior
Note will be governed by the laws of the State of New York.


 


Unless otherwise
defined herein, all terms used in this Senior Note which are defined in the Indenture shall have the meanings assigned to them
in the Indenture.


 




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