EX-4.1





 Exhibit 4.1 
  

 
  

HSBC HOLDINGS PLC, 
 as Issuer 

THE BANK OF NEW YORK MELLON, LONDON BRANCH, 

as Trustee 
 HSBC BANK USA,
NATIONAL ASSOCIATION, 
 as Paying Agent and Registrar 
  

 
 FIFTEENTH
SUPPLEMENTAL INDENTURE 
 Dated as of March 31, 2020 
  

 
 To the Senior
Indenture, dated as of August 26, 2009, 
 among the Issuer, the Trustee and the Paying Agent, Registrar and Exchange Rate Agent 

$2,500,000,000 4.950% Senior Unsecured Notes due 2030 
  

 
  












 TABLE OF CONTENTS 

 

					
	 	  	Page	 
	 ARTICLE 1 DEFINITIONS
	  	 	3	 
		
	 Section 1.01.   Definition of Terms
	  	 	3	 
	 Section 1.02.   Supplemental Definitions
	  	 	4	 
		
	 ARTICLE 2 THE NOTES
	  	 	6	 
		
	 Section 2.01.   Terms relating to principal and interest on the
Notes.
	  	 	6	 
	 Section 2.02.   General terms applicable to the Notes.
	  	 	6	 
		
	 ARTICLE 3 INTEREST CALCULATION IN RESPECT OF THE NOTES
	  	 	8	 
		
	 Section 3.01.   Interest Rate on the Notes.
	  	 	8	 
		
	 ARTICLE 4 AMENDMENTS TO THE BASE INDENTURE APPLICABLE TO THE NOTES ONLY
	  	 	8	 
		
	 Section 4.01.   [Reserved]
	  	 	8	 
	 Section 4.02.   [Reserved]
	  	 	8	 
	 Section 4.03.   Events of Default and Defaults.
	  	 	8	 
		
	 ARTICLE 5 MISCELLANEOUS
	  	 	9	 
		
	 Section 5.01.   Effect of this Supplemental Indenture; Ratification and
Integral Part
	  	 	9	 
	 Section 5.02.   Priority
	  	 	10	 
	 Section 5.03.   Successors and Assigns
	  	 	10	 
	 Section 5.04.   Subsequent Holders’ Agreement
	  	 	10	 
	 Section 5.05.   Compliance
	  	 	10	 
	 Section 5.06.   [Reserved]
	  	 	10	 
	 Section 5.07.   Governing Law
	  	 	10	 
	 Section 5.08.   Counterparts
	  	 	10	 
	 Section 5.09.   Entire Agreement
	  	 	10	 
	
	 EXHIBIT A – Form of 4.950% Global Security
	  














 FIFTEENTH SUPPLEMENTAL INDENTURE, dated as of March 31, 2020 (this
“Supplemental Indenture”), by and among HSBC Holdings plc, a public limited company duly organized and existing under the laws of England and Wales (the “Company”), having its principal office at 8 Canada Square,
London E14 5HQ, England, The Bank of New York Mellon, London Branch, a New York banking corporation, as trustee (the “Trustee”), having its principal corporate trust office at 101 Barclay Street, Floor
7-East, New York, New York 10286, and HSBC Bank USA, National Association, as Paying Agent and Registrar (together, the “Agent”), having its principal office at 452 Fifth Avenue, New York, New
York 10018. 
 W I T N E S S E T H: 

WHEREAS, the Company, the Trustee and the Agent have executed and delivered an indenture dated as of August 26, 2009 (as amended
or supplemented from time to time, the “Base Indenture” and, together with this Supplemental Indenture, the “Indenture”), to provide for the issuance of the Company’s Debt Securities; 

WHEREAS, Section 9.01(5) of the Base Indenture provides that the Company and the Trustee may enter into a supplemental indenture
to establish the forms or terms of the Debt Securities of any series without the consent of the Holders as permitted under Sections 2.01 and 3.01 of the Base Indenture; 

WHEREAS, the Company desires to issue a series of Debt Securities under the Base Indenture (as supplemented and amended by this
Supplemental Indenture), the $2,500,000,000 4.950% Senior Unsecured Notes due 2030 (the “Notes”), such series to be issued pursuant to this Supplemental Indenture; 

WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid and binding instrument in accordance
with the terms of the Base Indenture have been performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized; 

NOW, THEREFORE, each party agrees as follows for the benefit of the other parties and the equal and ratable benefit of the Holders.

 ARTICLE 1 

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

(a)    capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in
the Base Indenture; 
 (b)    all other terms used herein that are defined in the Trust Indenture Act,
either directly or by reference therein, have the meanings assigned to them therein; 
 (c)    the
singular includes the plural and vice versa; 
 (d)    the use of “or” is not intended to be
exclusive unless expressly indicated otherwise; 
 (e)    the section headings herein are for convenience
only and shall not affect the construction of this Supplemental Indenture; 

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

(g)    the words “herein,” “hereof” and “hereunder” and other words of
similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and 

(h)    references herein to a specific Section, Article or Exhibit refer to Sections or
Articles of, or an Exhibit to, this Supplemental Indenture, unless otherwise specified. 

Section 1.02.    Supplemental Definitions. The following definitions
shall apply to the Notes only: 
 (a)    “Agent” has the meaning set forth in the
introduction to this Supplemental Indenture; 
 (b)    “Applicable Currency” means Dollars;

 (c)    “BRRD” means Directive 2014/59/EU establishing a framework for the recovery
and resolution of credit institutions and investment firms, as amended, supplemented or replaced from time to time; 

(d)    “Capital Instruments Regulations” means any regulatory capital rules, regulations
or standards which are applicable to the Company at any time (on a solo or consolidated basis and including any implementation thereof or supplement thereto by the PRA from time to time) and which lay down the requirements to be fulfilled by
financial instruments for inclusion in the Company’s regulatory capital (on a solo or consolidated basis) as may be required by (i) the CRR and/or (ii) the CRD, including (for the avoidance of doubt) any delegated acts and
implementing acts made by the European Commission (such as regulatory technical standards and implementing technical standards) and European Banking Authority guidelines all as amended from time to time and as implemented in the UK; 

(e)    “Company” has the meaning set forth in the introduction to this Supplemental
Indenture; 
 (f)    “CRD” means Directive 2013/36/EU of the European Parliament and of
the Council of June 26, 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC, as amended, and repealing Directives 2006/48/EC and
2006/49/EC, as amended, supplemented or replaced from time to time, and (where relevant) any applicable successor EU or UK legislation; 

(g)    “CRR” means regulation (EU) No 575/2013 of the European Parliament and of the
Council of June 26, 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No 648/2012, as amended, supplemented or replaced from time to time, and (where relevant) any applicable successor EU
or UK legislation; 
 (h)    “EU Capital Requirements Legislative Package” means, taken
together, (i) CRR, (ii) CRD and (iii) the Capital Instruments Regulations; 

  
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 (i)    “HSBC Group” or
“HSBC” means the Company together with its subsidiary undertakings; 

(j)    “Interest Payment Date” means March 31 and September 30 of each year,
beginning on September 30, 2020. 
 (k)    “Issue Date” means March 31, 2020;

 (l)    “Loss Absorption Regulations” means, at any time, the laws, regulations,
requirements, guidelines, rules, standards and policies from time to time relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments in effect in the UK, including, without limitation to the
generality of the foregoing, any delegated or implementing acts (such as implementing or regulatory technical standards) adopted by the European Commission and applicable to the Company 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 any of its holding or subsidiary companies or any subsidiary of any such holding company); 

(m)    “Maturity Date” means March 31, 2030. 

(n)    “Notes” has the meaning set forth in the recitals to this Supplemental Indenture;

 (o)    “PRA” means the UK Prudential Regulation Authority or any successor entity;

 (p)    “regulated entity” means any BRRD Undertaking as such term is defined under
the PRA Rulebook promulgated by the PRA, as amended from time to time, which includes certain credit institutions, investment firms, and certain of their parent or holding companies or any comparable future definition intended to designate entities
within the scope of the UK recovery and resolution regime; 
 (q)    “Relevant
Regulator” means the PRA or any successor entity or other entity primarily responsible for the prudential supervision of the Company; 

(r)    “Relevant Rules” means, at any time, the laws, regulations, requirements,
guidelines and policies relating to capital adequacy (including, without limitation, as to leverage) then in effect in the UK including, without limitation to the generality of the foregoing, as may be required by the EU Capital Requirements
Legislative Package or BRRD or any applicable successor legislation or any delegated or implementing acts (such as regulatory technical standards) adopted by the European Commission and applicable to the Company from time to time 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 any of its holding or subsidiary companies or any subsidiary of any such holding company); 

(s)    “Relevant Supervisory Consent” means as (and to the extent) required, a consent or
waiver to the relevant redemption or purchase from the Relevant Regulator or the relevant UK resolution authority (as applicable). For the avoidance of doubt, Relevant Supervisory Consent will not be required if either (i) none of the Notes
qualify as part of the Company’s regulatory capital, or own funds and eligible liabilities or loss absorbing capacity 

  
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instruments, as the case may be, each pursuant to the Loss Absorption Regulations, (ii) the relevant Notes are repurchased for market-making purposes in accordance with any permission given
by the Relevant Regulator pursuant to the Relevant Rules (including, without limitation, Article 29(3) of Commission Delegated Regulation (EU) No. 241/2014) within the limits prescribed in such permission or (iii) the relevant Notes are
being redeemed or repurchased pursuant to any general prior permission granted by the Relevant Regulator or the relevant UK resolution authority (as applicable) pursuant to the Relevant Rules or the Loss Absorption Regulations within the limits
prescribed in such permission; 
 (t)    “Trustee” has the meaning set forth in the
introduction to this Supplemental Indenture; and 
 (u)    “UK
Bail-in Power” means any write-down, conversion, transfer, modification, or suspension power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or
requirements in effect in the United Kingdom, relating to the transposition of the BRRD or otherwise, including but not limited to the Banking Act and the instruments, rules and standards created thereunder, pursuant to which (i) any obligation
of a regulated entity (or other affiliate of such regulated entity) can be reduced, cancelled, modified, or converted into shares, other securities, or other obligations of such regulated entity or any other person (or suspended for a temporary
period); and (ii) any right in a contract governing an obligation of a regulated entity may be deemed to have been exercised. 

ARTICLE 2 
 THE NOTES

 Section 2.01.    Terms relating to principal and interest on the
Notes. 
 The following terms relating to principal and interest on the Notes are hereby established: 

(a)    the title of the Notes shall be “4.950% Senior Unsecured Notes due 2030;” 

(b)    the aggregate principal amount of the Notes that may be authenticated and delivered under the
Indenture shall not initially exceed $2,500,000,000 (except as otherwise provided in the Indenture); 

(c)    the principal on the Notes shall be payable on the Maturity Date; 

(d)    from (and including) the Issue Date to (but excluding) the Maturity Date, interest on the Notes
shall be payable (a) at a rate of 4.950% per annum; and (b) semi-annually in arrear on each Interest Payment Date. Accrual and computation of interest on the Notes shall be determined in accordance with Article Three; and 

(e)    the Regular Record Dates for the Notes will be the 15th calendar day preceding each Interest Payment
Date, whether or not a Business Day. 
 Section 2.02.    General terms applicable to
the Notes. 
 The following terms relating to the Notes are hereby established: 

(a)    the Notes shall be issued on the Issue Date; 

  
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 (b)    principal of, and any interest on, the Notes
shall be paid to the Holder through the Agent in its capacity as Paying Agent, having offices in New York City, New York; 

(c)    the Notes shall not be redeemable except as provided in Article Eleven of the Base Indenture. The
Notes shall not be redeemable at the option of the Holders at any time. Notwithstanding anything to the contrary in the Indenture or the Notes, including Section 11.01 of the Base Indenture, the Company may only redeem or repurchase the Notes
prior to the related Maturity Date pursuant to Article Eleven of the Base Indenture if the Company has obtained any Relevant Supervisory Consent; 

(d)    the Notes are not issued as Discount Debt Securities or as Indexed Securities and are not subject to
a Solvency Condition; 
 (e)    the Company shall have no obligation to redeem or purchase the Notes
pursuant to any sinking fund or analogous provision; 
 (f)    the Notes shall be issued only in
denominations of $200,000 and integral multiples of $1,000 in excess thereof; 
 (g)    the Notes shall
be denominated in the Applicable Currency; 
 (h)    the payment of principal of, and interest on, the
Notes shall be payable only in the coin or currency in which the Notes are denominated which, pursuant to clause (g) above, shall be in the Applicable Currency; 

(i)    the Notes shall not be converted into or exchanged at the option of the Company or otherwise for
stock or other securities of the Company pursuant to Article Twelve of the Base Indenture; 
 (j)    the
Notes shall be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of DTC; 

(k)    except in limited circumstances, the Notes will not be issued in definitive form; 

(l)    the Notes shall be evidenced by one or more global securities in registered form substantially in
the form of Exhibit A; 
 (m)    to the fullest extent permitted by law, the Holders and the
Trustee, in respect of any claims of such Holders to payment of any principal, premium or interest in respect of the Notes, by their acceptance of the Notes, shall be deemed to have waived any right of
set-off or counterclaim that such Holders or, as the case may be, the Trustee in such respect, might otherwise have; and 

(n)    members of the HSBC Group other than the Company may purchase or otherwise acquire any of the Notes
then Outstanding at the same or differing prices in the open market, negotiated transactions or otherwise without giving prior notice to or obtaining any consent from Holders, in accordance with the Relevant Rules and, if required, subject to
obtaining any Relevant Supervisory Consent. 

  
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 ARTICLE 3 

INTEREST CALCULATION IN RESPECT OF THE NOTES 

Section 3.01.  
  Interest Rate on the Notes. 
 (a)    Interest on the Notes will be
calculated on the basis of twelve 30-day months or, in the case of an incomplete month, the actual number of days elapsed, in each case assuming a 360-day year. 

(b)    If any scheduled Interest Payment Date is not a Business Day, such Interest Payment Date will be
postponed to the next day that is a Business Day, but interest on that payment will not accrue during the period from and after the scheduled Interest Payment Date. 

(c)    If the Maturity Date or date of redemption or repayment of the Notes is not a Business Day, the
Company may pay interest and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the Maturity Date or date of redemption or repayment of the Notes. 

ARTICLE 4 
 AMENDMENTS
TO THE BASE INDENTURE 
 APPLICABLE TO THE NOTES ONLY 

Section 4.01. 
   
[Reserved] 
 Section 4.02.    
[Reserved] 

Section 4.03. 
   Events of Default and Defaults. 
 With respect to the Notes only, Article Five of the Base Indenture is
amended by amending and restating Section 5.01 in its entirety, which shall read as follows: 
 Section 5.01.
    Events of Default and Defaults. 
 (i)    An “Event of Default”
with respect to the Notes means any one of the following events: 
 (A)    an order is made by an English
court which is not successfully appealed within 30 days after the date such order was made for winding up of the Company other than in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency; or 

(B)    an effective resolution is validly adopted by the Company’s shareholders for winding up of the
Company other than in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency. 

(ii)    A “Default” with respect to the Notes means any one of the following events: 

(A)    failure to pay principal or premium, if any, on the Notes at maturity, and such default continues
for a period of 30 days; or 
 (B)    failure to pay any interest on the Notes when due and payable,
which failure continues for 30 days. 

  
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 (iii)    If a Default occurs, the Trustee may institute
proceedings in England (but not elsewhere) for the Company’s winding-up; provided that the Trustee may not, upon the occurrence of a Default, accelerate the maturity of any Notes then Outstanding,
unless an Event of Default has occurred and is continuing. 
 (iv)    Notwithstanding the foregoing,
failure to make any payment in respect of the Notes shall not be a Default in respect of the Notes if such payment is withheld or refused: 

(A)    in order to comply with any fiscal or other law or regulation or with the order of any court of
competent jurisdiction, in each case applicable to such payment; or 
 (B)    in case of doubt as to the
validity or applicability of any such law, regulation or order, in accordance with advice given as to such validity or applicability at any time during the said grace period of 30 days by independent legal advisers acceptable to the Trustee; 

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 resolution determines that the relevant payment
can be made without violating any applicable law, regulation or order then the preceding sentence shall cease to have effect and the payment shall become due and payable on the expiration of the relevant grace period of 30 days after the Trustee
gives written notice to the Company informing the Company of such resolution. 
 (v)    Agreements with
Respect to the Events of Default and Defaults. 
 By its acquisition of the Notes, each Holder (which, for these purposes,
includes each beneficial owner), to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the
Trustee will not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the limited remedies available under the Indenture and the Notes for a
non-payment of principal and/or interest on the Notes. 
 ARTICLE 5 

MISCELLANEOUS 
 
Section 5.01.    Effect of this Supplemental Indenture; Ratification and Integral Part. This Supplemental Indenture shall become effective upon its execution and delivery. 

Except as hereby amended, the Base Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof
(including any prior amendments thereto) shall be, and remain in, full force and effect, including, without limitation, Section 4.06 of the first supplemental indenture dated March 8, 2016 (amending the Base Indenture to add
Section 15) and Section 4.01 of the second supplemental indenture dated May 25, 2016 (amending Section 6.07 of the Base Indenture). This Supplemental Indenture shall be deemed an integral part of the Base Indenture in the manner
and to the extent herein and therein provided. 

  
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 Section 5.02.    Priority. This
Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided. The provisions of this Supplemental Indenture shall, with respect to the Notes and as otherwise provided herein and
subject to the terms hereof, supersede the provisions of the Base Indenture to the extent the Base Indenture is inconsistent herewith. 
 
Section 5.03.    Successors and Assigns. All covenants and agreements in the Base Indenture, as supplemented and amended by this Supplemental Indenture, by the Company shall bind its successors and assigns,
whether so expressed or not. 
 Section 5.04.    Subsequent
Holders’ Agreement. Any Holder (which, for these purposes, includes each beneficial owner of the Notes) that acquires the Notes in the secondary market and any successors, assigns, heirs, executors, administrators, trustees in
bankruptcy and legal representatives of any Holder or beneficial owner of the Notes shall be deemed to acknowledge, accept, agree to be bound by and consent to the same provisions specified herein to the same extent as the Holders or beneficial
owners of the Notes that acquire the 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 Notes related to the UK Bail-in Power and the limited remedies available under the Indenture and the Notes for a non-payment of principal and/or interest on the Notes. 

Section 5.05.    Compliance. The Agent shall be entitled to take any action or to
refuse to take any action which the Agent regards as necessary for the Agent to comply with any applicable law, regulation or fiscal requirement, court order, or the rules, operating procedures or market practice of any relevant stock exchange or
other market or clearing system. 
 Section 5.06.    [Reserved] 

Section 5.07.    Governing Law. This Supplemental Indenture and the Notes shall
be governed by, and construed in accordance with, the laws of the State of New York. 

Section 5.08.    Counterparts. This 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. 

Section 5.09.    Entire Agreement. This Supplemental Indenture constitutes the
entire agreement of the parties hereto with respect to the Notes and the amendments to the Base Indenture set forth herein. 

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

			
	 HSBC HOLDINGS PLC,

as Issuer

		
	By:	 	 /s/ Ewen Stevenson

	Name:	 	Ewen Stevenson
	Title:	 	Group Chief Financial Officer
	
	 THE BANK OF NEW YORK MELLON, LONDON BRANCH,

as Trustee

		
	By:	 	 /s/ Thomas Vanson

	Name:	 	Thomas Vanson
	Title:	 	Authorized Signatory
	
	 HSBC BANK USA, NATIONAL ASSOCIATION,

as Paying Agent and Registrar

		
	By:	 	 /s/ Deirdra M. Ross

	Name:	 	Deirdra M. Ross
	Title:	 	Vice President



  
 [Signature Page to the
Supplemental Indenture] 













 EXHIBIT A 

FORM OF 4.950% GLOBAL SECURITY 

CUSIP No.: 404280CF4 

ISIN: US404280CF48 

No.: [●] 
 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 GLOBAL 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. 

BY ITS ACQUISITION OF THE DEBT SECURITIES REPRESENTED BY THIS GLOBAL SECURITY, EACH HOLDER (WHICH, FOR THESE PURPOSES, INCLUDES EACH BENEFICIAL OWNER OF THE
DEBT SECURITIES) ACKNOWLEDGES, ACCEPTS, CONSENTS AND AGREES, NOTWITHSTANDING ANY OTHER TERM OF THE DEBT SECURITIES, THE INDENTURE OR ANY OTHER AGREEMENTS, ARRANGEMENTS OR UNDERSTANDINGS BETWEEN THE ISSUER AND ANY HOLDER, TO BE BOUND BY (A) THE
EFFECT OF THE EXERCISE OF ANY UK BAIL-IN POWER BY THE RELEVANT UK RESOLUTION AUTHORITY THAT MAY INCLUDE AND RESULT IN ANY OF THE FOLLOWING, OR SOME COMBINATION THEREOF: (I) THE REDUCTION OF ALL, OR A
PORTION, OF THE AMOUNTS DUE (AS DEFINED ON THE REVERSE OF THIS GLOBAL SECURITY); (II) THE CONVERSION OF ALL, OR A PORTION, OF THE AMOUNTS DUE INTO THE ISSUER’S OR ANOTHER PERSON’S ORDINARY SHARES, OTHER SECURITIES OR OTHER OBLIGATIONS (AND
THE ISSUE TO, OR CONFERRAL ON, THE HOLDER OF SUCH ORDINARY SHARES, OTHER SECURITIES OR OTHER OBLIGATIONS), INCLUDING BY MEANS OF AN AMENDMENT, MODIFICATION OR VARIATION OF THE TERMS OF THE DEBT SECURITIES OR THE INDENTURE; (III) THE
CANCELLATION OF THE DEBT SECURITIES; AND/OR (IV) THE AMENDMENT OR ALTERATION OF THE MATURITY OF THE DEBT SECURITIES OR AMENDMENT OF THE AMOUNT OF INTEREST PAYABLE ON THE DEBT SECURITIES, OR THE INTEREST PAYMENT DATES, INCLUDING BY SUSPENDING
PAYMENT FOR A TEMPORARY PERIOD; AND (B) THE VARIATION OF THE TERMS OF THE DEBT SECURITIES OR THE INDENTURE, IF NECESSARY, TO GIVE EFFECT TO THE EXERCISE OF ANY UK BAIL-IN POWER BY THE RELEVANT UK
RESOLUTION AUTHORITY. 
 THERE IS NO RIGHT OF ACCELERATION IN THE CASE OF NON-PAYMENT OF PRINCIPAL AND/OR INTEREST
ON THE NOTES OR OF THE ISSUER’S FAILURE TO PERFORM ANY OF ITS OBLIGATIONS UNDER OR IN RESPECT OF THE NOTES. PAYMENT OF THE PRINCIPAL AMOUNT OF THE NOTES MAY BE ACCELERATED ONLY UPON CERTAIN EVENTS OF A WINDING UP AS SET FORTH IN THE INDENTURE.













 GLOBAL SECURITY 

HSBC Holdings plc 
 $[●] 

4.950% SENIOR UNSECURED NOTES DUE 2030 

This is a Global Security in respect of a duly authorized issue by HSBC Holdings plc (the “Issuer,” which term includes any
successor Person under the Indenture hereinafter referred to) of debt securities, designated as specified in the title hereof, in the aggregate face amount of $[●] (the “Debt Securities”). 

The Issuer, for value received, hereby promises to pay CEDE & CO., or registered assigns on March 31, 2030 (the
“Maturity Date”) or on such earlier date as this Global Security may be redeemed, the principal amount hereof and to pay interest on the said principal amount from (and including) March 31, 2020 (the “Issue
Date”) to (but excluding) the Maturity Date, semi-annually in arrear on March 31 and September 30 of each year, beginning on September 30, 2020 (each, an “Interest Payment Date”), at a rate of 4.950% per annum.

 Interest in respect of this Global Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date
shall be paid to the Person in whose name this Global Security (or one or more Predecessor Global Securities) is registered at the close of business on the Regular Record Date for such interest. 

Payment of interest, if any, in respect of this Global Security may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Register, or by wire transfer or transfer by any other means to an account designated in writing by such Person to the Paying Agent at least 15 days prior to such payment date. 

Any interest in respect of this Global Security that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date
(herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holders thereof on the relevant Regular Record Date by virtue of their having been such Holders; and such Defaulted Interest may be paid by the Issuer,
at its election in each case, as provided in Clause (1) or (2) below: 
  

	 	(1)	 The Issuer may elect to make payment of such Defaulted Interest to the Persons in whose names this Global
Security (or its respective Predecessor Global Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the manner provided for in the Indenture.



  

	 	(2)	 The Issuer may make payment of any Defaulted Interest on this Global Security in any other lawful manner not
inconsistent with the requirements of any securities exchange on which this Global Security may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant
to this clause, such manner of payment shall be deemed practicable by the Trustee. 


 All payments made under or with
respect to this Global Security shall be paid by the Issuer, without deduction or withholding for, or on account of, any and all present and future taxes, levies, imposts, duties, charges, fees, deductions or withholdings whatsoever imposed, levied,
collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or taxing authority thereof or therein having the power to tax (each, a “Taxing Jurisdiction”), unless required by law. If such
deduction or withholding shall at any time be required by the law of the Taxing Jurisdiction, the Issuer shall pay such additional 

  
 A-2 













 
amounts in respect of any payments of principal or interest on this Global Security (“Additional Amounts”) as may be necessary so that the net amounts (including Additional
Amounts) paid to the Holders, after such deduction or withholding, shall be equal to the respective amounts of principal or interest which the Holders would have been entitled to receive in respect of this Global Security in the absence of such
deduction or withholding; provided that the foregoing shall not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding which: (i) would not be payable or due but for the fact that the Holder or the beneficial
owner of this Global Security is domiciled in, or is a national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise has some connection or former
connection with the Taxing Jurisdiction other than the holding or ownership of this Global Security, or the collection of principal or interest payments on, or the enforcement of, this Global Security; (ii) would not be payable or due but for
the fact that this Global Security (x) is presented for payment in the Taxing Jurisdiction or (y) is presented for payment more than 30 days after the date payment became due or was provided for, whichever is later, except to the extent
that the Holder would have been entitled to such Additional Amount on presenting the same for payment at the close of such 30 day period; (iii) would not have been imposed if presentation for payment of this Global Security had been made to a
paying agent other than the paying agent to which the presentation was made; (iv) is imposed in respect of a Holder that is not the sole beneficial owner of the principal or the interest, or a portion of either, or that is a fiduciary or
partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor,
beneficial owner or member received directly its beneficial or distributive share of the payment; (v) is imposed because of the failure to comply by the Holder or the beneficial owner of this Global Security or the beneficial owner of any
payment on this Global Security with a request from the Issuer addressed to the Holder or the beneficial owner, including a written request from the Issuer related to a claim for relief under any applicable double tax treaty (x) to provide
information concerning the nationality, residence, identity or connection with a taxing jurisdiction of the Holder or the beneficial owner, or (y) to make any declaration or other similar claim to satisfy any information or reporting
requirement, if the information or declaration is required or imposed by a statute, treaty, regulation, ruling or administrative practice of the Taxing Jurisdiction as a precondition to exemption from withholding or deduction of all or part of the
tax, duty, assessment or other governmental charge; (vi) is imposed in respect of any estate, inheritance, gift, sale, transfer, personal property, wealth or similar tax, duty, assessment or other governmental charge; or (vii) is imposed
in respect of any combination of the above items. 
 Whenever in this Global Security there is mentioned, in any context, the payment of any
principal or interest on, or in respect of, any Debt Security or the net proceeds received on the sale or exchange of any Debt Security, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions
hereof where such express mention is not made. 
 Upon any exchange of a portion of this Global Security for a definitive Debt Security, the
portion of the principal amount hereof so exchanged shall be endorsed by the Registrar on Schedule A hereto. The principal amount hereof shall be reduced for all purposes by the amount so exchanged and endorsed. 

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

  
 A-3 













 Unless the certificate of authentication hereon has been executed by the Trustee or an
authenticating agent by manual signature, this Global Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purposes. 

  
 A-4 













 IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed under its
corporate seal. 
  

			
	By:	 	  

	Name:	 	
	Title:	 	
	
	HSBC Holdings plc,
	as Issuer


 Dated: 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Debt Securities of a series issued under the within-mentioned Indenture. 

 

			
	By:	 	  



 Dated: 
  

			
	 The Bank of New York Mellon, London Branch,

as Trustee















 REVERSE OF GLOBAL SECURITY 

$[●] 
 4.950% SENIOR
UNSECURED NOTES DUE 2030 
 This Global Security is one of a duly authorized issue of Debt Securities issued and to be issued in one or more
series under and governed by an Indenture dated as of August 26, 2009 (as amended or supplemented from time to time), by and among the Issuer, The Bank of New York Mellon, London Branch, as trustee (the “Trustee,” which term
includes any successor trustee under the Indenture), and HSBC Bank USA, National Association (“HBUS”), as registrar and paying agent (the “Base Indenture”), as amended and supplemented by a Fifteenth Supplemental
Indenture dated as of March 31, 2020 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Issuer, the Trustee and HBUS, as paying agent and registrar (the
“Agent”), 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 Issuer, the Trustee, the Holders
and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. 
 Under the terms of the Indenture, the
Debt Securities may be redeemed, in whole but not in part, at the Issuer’s option, on not less than 30 nor more than 60 days’ notice, at any time at a redemption price equal to the principal amount thereof, together with accrued interest,
if any, to the date fixed for redemption, if, at any time, the Issuer determines that: 
 (a) in making payment under the
Debt Securities in respect of principal (or premium, if any) or interest the Issuer has or shall or would become obligated to pay Additional Amounts as provided in the Indenture and in this Global Security provided such obligation results from a
change in or amendment to the laws of the Taxing Jurisdiction, or any change in the official application or interpretation of such laws (including a decision of any court or tribunal), or any change in, or in the official application or
interpretation of, or execution of, or amendment to, any treaty or treaties affecting taxation to which the United Kingdom is a party, which change, amendment or execution becomes effective after the Issue Date; or 

(b) the payment of interest in respect of the Debt Securities has become or will or would be treated as a
“distribution” within the meaning of Section 1000 of the Corporation Tax Act 2010 of the United Kingdom (or any statutory modification or reenactment thereof for the time being) as a result of a change in or amendment to the laws of
the Taxing Jurisdiction, or any change in the official application or interpretation of such laws, including a decision of any court, which change or amendment becomes effective on or after the Issue Date; provided, however that, in
the case of (a) above, no notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Amounts were a payment in respect of the Debt Securities then due. 

Notwithstanding anything to the contrary in the Indenture, the Issuer may only redeem or repurchase the Debt Securities prior to the Maturity
Date pursuant to the Indenture if the Issuer has obtained any Relevant Supervisory Consent. 
 An “Event of Default” with
respect to the Debt Securities means any one of the following events: (A) an order is made by an English court which is not successfully appealed within 30 days after the date such order was made for winding up of the Issuer other than in
connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency; or (B) an effective resolution is validly adopted by the Issuer’s shareholders for winding up of the Issuer other than in connection with a
scheme of amalgamation or reconstruction not involving bankruptcy or insolvency. 

  
 A-6 













 A “Default” with respect to the Debt Securities means any one of the
following events: (A) failure to pay principal or premium, if any, on the Debt Securities at maturity, and such default continues for a period of 30 days; or (B) failure to pay any interest on the Debt Securities when due and payable,
which failure continues for 30 days. 
 If a Default occurs, the Trustee may institute proceedings in England (but not elsewhere) for the
Issuer’s winding up; provided that the Trustee may not, upon the occurrence of a Default, accelerate the maturity of any Debt Securities then Outstanding, unless an Event of Default has occurred and is continuing. 

Notwithstanding the immediately preceding two paragraphs, failure to make any payment in respect of the Debt Securities shall not be a Default
in respect of the Debt Securities if such payment is withheld or refused: (A) in order to comply with any fiscal or other law or regulation or with the order of any court of competent jurisdiction, in each case applicable to such payment; or
(B) in case of doubt as to the validity or applicability of any such law, regulation or order, in accordance with advice given as to such validity or applicability at any time during the said grace period of 30 days by independent legal
advisers acceptable to the Trustee; provided, however, that the Trustee may, by notice to the Issuer, require the Issuer 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 Issuer 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 resolution determines that the relevant payment can be made without violating any applicable law, regulation or order
then the preceding sentence shall cease to have effect and the payment shall become due and payable on the expiration of the relevant grace period of 30 days after the Trustee gives written notice to the Issuer informing the Issuer of such
resolution. 
 By its acquisition of the Debt Securities represented by this Global Security, each Holder (which, for these purposes,
includes each beneficial owner of the Debt Securities) acknowledges, accepts, consents and agrees to be bound by the terms of the Debt Securities related to the limited remedies available under the Indenture and the Debt Securities for a non-payment of principal and/or interest on the Debt Securities. 
 If an Event of Default with respect to
the Debt Securities of this series shall occur and be continuing, the principal of all of the Debt Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture and this Global Security. The
Indenture provides that in certain circumstances such declaration and its consequences may be rescinded and annulled by the Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of such series. If a Default with
respect to Debt Securities of this series occurs and is continuing, the Trustee may pursue certain remedies as set forth in the Indenture. The Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of
this series may on behalf of all the Holders waive any past Event of Default or any Default under the Indenture or the Debt Securities and its consequences except a default (i) in the payment of principal of (or premium, if any, on) or any
installment of interest on any of the Debt Securities or (ii) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of this Debt Security, and any such consent or waiver
shall bind every future Holder of this Debt Security and of any Debt Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debt Security
or such other Debt Securities. 

  
 A-7 













 The Indenture contains provisions permitting the Issuer and the Trustee (i) without the
consent of the Holders of any Debt Securities issued under the Indenture to execute one or more supplemental indentures for certain enumerated purposes, such as to cure any ambiguity or to secure the Debt Securities, and (ii) with the consent
of the Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of each series of Debt Securities affected thereby, to execute supplemental indentures for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of Holders under the Indenture; provided that, with respect to certain enumerated provisions, no such supplemental indenture
may be entered into without the consent of the Holder of each Outstanding Debt Security affected thereby. The Indenture also permits the Holders of at least a majority in aggregate principal amount of the Outstanding Debt Securities of each series
to be affected, on behalf of the Holders of all Debt Securities of such series, to waive compliance by the Issuer with certain restrictive provisions of the Indenture. Any such consent or waiver by the Holder of this Global Security shall bind every
future Holder of this Global Security and of any Global Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Global Security or such
other Global Securities. 
 Subject to the terms of the Indenture, the Depositary may surrender this Global Security or any portion hereof
in exchange, in whole or in part, for definitive Debt Securities, of this series in registered form and the Registrar, acting on behalf of the Issuer, shall authenticate and deliver in exchange for this Global Security or the portions thereof to be
exchanged, an equal aggregate face amount of definitive Debt Securities (duly countersigned) in the numbers and in the names advised by the Depositary. 

By its acquisition of the Debt Securities represented by this Global Security, each Holder (which, for these purposes, includes each
beneficial owner of the Debt Securities) acknowledges, accepts, consents and agrees, notwithstanding any other term of the Debt Securities, the Indenture or any other agreements, arrangements or understandings between the Issuer and any Holder, to
be bound by (a) the effect of the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority that may include and result in any of the following, or some combination thereof: (i) the
reduction of all, or a portion, of the Amounts Due; (ii) the conversion of all, or a portion, of the Amounts Due into the Issuer’s or another Person’s ordinary shares, other securities or other obligations (and the issue to, or
conferral on, the Holder of such ordinary shares, other securities or other obligations), including by means of an amendment, modification or variation of the terms of the Debt Securities or the Indenture; (iii) the cancellation of the Debt
Securities; and/or (iv) the amendment or alteration of the maturity of the Debt Securities or amendment of the amount of interest payable on the Debt Securities, or the interest payment dates, including by suspending payment for a temporary
period; and (b) the variation of the terms of the Debt Securities or the Indenture, if necessary, to give effect to the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority. No
repayment or payment of Amounts Due shall become due and payable or be paid after the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority if and to the extent such amounts have been
reduced, converted, cancelled, amended or altered as a result of such exercise. Moreover, each Holder (which, for these purposes, includes each beneficial owner of the Debt Securities) consents to the exercise of any UK Bail-in Power as it may be imposed without any prior notice by the Relevant UK Resolution Authority of its decision to exercise such power with respect to the Debt Securities. 

“Amounts Due” means the principal amount of, and any accrued but unpaid interest, including any Additional Amounts, on, the
Debt Securities. References to such amounts will include amounts that have become due and payable, but which have not been paid, prior to the exercise of any UK Bail-in Power by the Relevant UK Resolution
Authority. 
 “BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit
institutions and investment firms, as amended, supplemented or replaced from time to time. 

  
 A-8 













 “Capital Instruments Regulations” means any regulatory capital rules,
regulations or standards which are applicable to the Company at any time (on a solo or consolidated basis and including any implementation thereof or supplement thereto by the PRA from time to time) and which lay down the requirements to be
fulfilled by financial instruments for inclusion in our regulatory capital (on a solo or consolidated basis) as may be required by (i) CRR and/or (ii) CRD, including (for the avoidance of doubt) any delegated acts and implementing acts
made by the European Commission (such as regulatory technical standards and implementing technical standards) and European Banking Authority guidelines all as amended from time to time and as implemented in the UK. 

“CRD” means Directive 2013/36/EU of the European Parliament and of the Council of June 26, 2013 on access to the
activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC as amended, supplemented or replaced from time to time, and
(where relevant) any applicable successor EU or UK legislation. 
 “CRR” means regulation (EU) No 575/2013 of the European
Parliament and of the Council of June 26, 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No 648/2012, as amended, supplemented or replaced from time to time, and (where relevant) any
applicable successor EU or UK legislation. 
 “EU Capital Requirements Legislative Package” means, taken together,
(i) CRR, (ii) CRD and (iii) the Capital Instruments Regulations. 
 “Loss Absorption Regulations” means, at any
time, the laws, regulations, requirements, guidelines, rules, standards and policies from time to time relating to minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments in effect in the UK, including,
without limitation to the generality of the foregoing, any delegated or implementing acts (such as implementing or regulatory technical standards) adopted by the European Commission and applicable to the Issuer from time to time (whether or not such
requirements, guidelines or policies are applied generally or specifically to the Issuer or to the Issuer and any of its holding or subsidiary companies or any subsidiary of any such holding company). 

“PRA” means the UK Prudential Regulation Authority or any successor entity. 

“regulated entity” means any BRRD Undertaking as such term is defined under the PRA Rulebook promulgated by the PRA, as
amended from time to time, which includes certain credit institutions, investment firms, and certain of their parent or holding companies or any comparable future definition intended to designate entities within the scope of the UK recovery and
resolution regime. 
 “Relevant Regulator” means the PRA or any successor entity or other entity primarily responsible for
the prudential supervision of the Issuer. 
 “Relevant Rules” means, at any time, the laws, regulations, requirements,
guidelines and policies relating to capital adequacy (including, without limitation, as to leverage) then in effect in the UK including, without limitation to the generality of the foregoing, as may be required by the EU Capital Requirements
Legislative Package or BRRD or any applicable successor legislation or any delegated or implementing acts (such as regulatory technical standards) adopted by the European Commission and applicable to the Issuer from time to time 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 Issuer or to the Issuer and
any of its holding or subsidiary companies or any subsidiary of any such holding company). 

  
 A-9 













 “Relevant Supervisory Consent” means as (and to the extent) required, a
consent or waiver to the relevant redemption or purchase from the Relevant Regulator or the Relevant UK Resolution Authority (as applicable). For the avoidance of doubt, Relevant Supervisory Consent will not be required if either (i) none of
the Debt Securities qualify as part of the Issuer’s regulatory capital, or own funds and eligible liabilities or loss absorbing capacity instruments, as the case may be, each pursuant to the Loss Absorption Regulations, (ii) the relevant
Debt Securities are repurchased for market-making purposes in accordance with any permission given by the Relevant Regulator pursuant to the Relevant Rules (including, without limitation, Article 29(3) of Commission Delegated Regulation (EU)
No. 241/2014) within the limits prescribed in such permission or (iii) the relevant Debt Securities are being redeemed or repurchased pursuant to any general prior permission granted by the Relevant Regulator or the Relevant UK Resolution
Authority (as applicable) pursuant to the Relevant Rules or the Loss Absorption Regulations within the limits prescribed in such permission. 

“Relevant UK Resolution Authority” means any authority with the ability to exercise a UK
Bail-in Power. 
 “UK Bail-in Power” means
any write-down, conversion, transfer, modification, or suspension power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in the United Kingdom, relating to the transposition
of the BRRD or otherwise, including but not limited to the Banking Act and the instruments, rules and standards created thereunder, pursuant to which (i) any obligation of a regulated entity (or other affiliate of such regulated entity) can be
reduced, cancelled, modified, or converted into shares, other securities, or other obligations of such regulated entity or any other person (or suspended for a temporary period); and (ii) any right in a contract governing an obligation of a
regulated entity may be deemed to have been exercised. 
 By its acquisition of the Debt Securities, each Holder (which, for these purposes,
includes each beneficial owner of the Debt Securities): (i) acknowledges and agrees that the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Debt Securities shall
not give rise to a Default or 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, in law and/or in equity, 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 (x) the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Debt Securities or (y) the
limited remedies available under the Indenture and the Debt Securities for a non-payment of principal and/or interest on the Debt Securities; and (iii) acknowledges and agrees that, upon the exercise of
any UK Bail-in Power by the Relevant UK Resolution Authority, the Trustee shall not be required to take any further directions from Holders under Section 5.11 (Control by Holders of Debt
Securities) of the Base Indenture; and that the Indenture shall not impose any duties upon the Trustee whatsoever with respect to the exercise of any UK Bail-in Power by the Relevant UK Resolution
Authority. 
 Notwithstanding clause (iii) of the immediately preceding paragraph, if, following the completion of the exercise of the
UK Bail-in Power by the Relevant UK Resolution Authority, the Debt Securities remain outstanding (for example, if the exercise of the UK Bail-in Power results in only a
partial write-down of the principal of the Debt Securities), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Debt Securities following such completion to the extent that the Issuer and the Trustee shall
agree pursuant to a supplemental indenture or an amendment to the Indenture; provided, however that notwithstanding the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority,
there shall at all times be a Trustee hereunder pursuant to, and in accordance with Section 6.09 of the Base Indenture, and the resignation and/or removal of the Trustee and the appointment of a successor trustee shall continue to be governed
by Section 6.10 and Section 6.11 of the Base Indenture, including to 

  
 A-10 













 
the extent no supplemental indenture or amendment to the Indenture is agreed upon pursuant to the Indenture in the event the Debt Securities remain outstanding following the completion of the
exercise of the UK Bail-in Power. 
 It is the intention of the Issuer and the Trustee that the
Issuer’s obligations to indemnify the Trustee and the Agent in accordance with Section 6.07 of the Base Indenture (for the avoidance of doubt, as amended by Section 4.01 of the second supplemental indenture dated May 25, 2016)
shall survive any exercise of the UK Bail-in Power by the Relevant UK Resolution Authority. 
 The
exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Debt Securities shall not constitute an Event of Default or a Default. 

In addition to the right to enter into supplemental indentures pursuant to Section 9.01 and Section 9.02 of the Base Indenture, the
Issuer and the Trustee may enter into one or more indentures supplemental to the Indenture to modify and amend the terms of the Indenture or the Debt Securities, without the further consent of any Holders, to the extent necessary to give effect to
the exercise by the Relevant UK Resolution Authority of the UK Bail-in Power. 
 Upon the
exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Debt Securities, the Issuer shall provide a written notice to the Holders through DTC as soon as practicable
regarding such exercise of the UK Bail-in Power for purposes of notifying Holders and beneficial owners of the Debt Securities of such occurrence. The Issuer shall also deliver a copy of such notice to the
Trustee for information purposes. 
 Upon the exercise of any UK Bail-in Power by the Relevant UK
Resolution Authority that results in the reduction or cancellation of all, or a portion, of the principal amount of this Global Security and/or the conversion of all, or a portion, of the principal amount of this Global Security into shares or other
securities or other obligations of the Issuer or another person, the portion of the principal amount hereof so reduced, cancelled and/or converted shall be endorsed by the Registrar on Schedule B hereto. The principal amount hereof shall be reduced
for all purposes by the amount so reduced, cancelled and/or converted. 
 By its acquisition of a Debt Security, each Holder (which, for
these purposes, includes each beneficial owner of the Debt Securities) of the Debt Securities shall be deemed to have authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds the Debt
Securities to take any and all necessary action, if required, to implement the exercise of any UK Bail-in Power with respect to the Debt Securities as it may be imposed, without any further action or direction
on the part of such Holder or beneficial owner, the Trustee or the Agent (and any other agent acting in connection with the relevant series of Debt Securities). 

To the fullest extent permitted by law, the Holders and the Trustee, in respect of any claims of such Holders to payment of any
principal, premium or interest in respect of the Debt Securities, by their acceptance of the Debt Securities, shall be deemed to have waived any right of set-off or counterclaim that such Holders or, as the
case may be, the Trustee in such respect, might otherwise have. 
 ANY HOLDER (WHICH, FOR THESE PURPOSES, INCLUDES EACH BENEFICIAL OWNER OF
THE DEBT SECURITIES) THAT ACQUIRES THE DEBT SECURITIES IN THE SECONDARY MARKET AND ANY SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS, ADMINISTRATORS, TRUSTEES IN BANKRUPTCY AND LEGAL REPRESENTATIVES OF ANY HOLDER OR BENEFICIAL OWNER OF THE DEBT SECURITIES
SHALL BE DEEMED TO ACKNOWLEDGE, AGREE TO BE BOUND BY AND CONSENT TO THE SAME PROVISIONS SPECIFIED HEREIN TO THE SAME EXTENT AS THE HOLDERS OR BENEFICIAL OWNERS OF THE DEBT SECURITIES 

  
 A-11 













 
THAT ACQUIRE THE DEBT 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 DEBT
SECURITIES RELATED TO THE UK BAIL-IN POWER AND THE LIMITED REMEDIES AVAILABLE UNDER THE INDENTURE AND THE DEBT SECURITIES FOR A NON-PAYMENT OF PRINCIPAL AND/OR INTEREST
ON THE DEBT SECURITIES. 
 The Indenture and the Debt Securities may be amended and modified as provided in the Indenture. 

All terms used in this Global Security and not otherwise defined shall have the meanings ascribed to them in the Indenture. 

The Indenture and the Debt Securities shall be governed by, and construed in accordance with, the laws of the State of New York. 

  
 A-12 













 SCHEDULE A 

EXCHANGES FOR DEFINITIVE DEBT SECURITIES 

The following exchanges of parts of this Global Security for Definitive Debt Securities have been made: 

 

					
	 Date made
	  	 Principal amount

exchanged for Definitive
 Debt
Securities
	  	 Remaining principal

amount following such

exchange

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  



  
 A-13 













 SCHEDULE B 

REDUCTION, CANCELLATION OR CONVERSION OF DEBT SECURITIES UPON THE 

EXERCISE OF ANY UK BAIL-IN POWER BY THE RELEVANT UK RESOLUTION AUTHORITY 

 

					
	 Date made
	  	 Principal amount

reduced, cancelled
 and/or
converted
	  	 Remaining principal

amount following
 reduction,
cancellation
 and/or conversion

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  

	  
	  	  
	  	  



  
 A-14