Exhibit 4.1


 


 


_______________________________________


 


LLOYDS BANKING
GROUP PLC


 


as Issuer,


 


and


 


THE BANK OF
NEW YORK MELLON,

acting through its London Branch,


 


as Trustee


 


and


 


The
Bank of New York Mellon SA/NV, Dublin Branch,


 


as Subordinated
Debt Security Registrar


 


_______________________________________


 


NINTH SUPPLEMENTAL
INDENTURE


 





dated as of December
14, 2021


 





to


 


THE SUBORDINATED
DEBT SECURITIES INDENTURE


 


dated as of November
4, 2014


 


_______________________________________


 




     


     


    

 


TABLE
OF CONTENTS


___________________ 


 


	 	 	Page
	 	 	 
	Article 1
	DEFINITIONS	2
	 	 
	Section 1.01.	Definition of Terms.	2
	 	 	 
	Article 2
	FORM OF SECURITIES	2
	 	 
	Section 2.01.	Terms of the Securities.	2
	 	 	 
	Article 3
	ADDITIONAL TERMS APPLICABLE TO THE SECURITIES	6
	 	 
	Section 3.01.	Addition of Definitions.	6
	Section 3.02.	Amendment of Definition.	9
	Section 3.03.	Deletion of Definitions.	9
	Section 3.04.	Deletion of Deferred Payment Provisions.	11
	Section 3.05.	Deletion of Exchange Provisions.	12
	Section 3.06.	Correction of Minor Defects in or Amendment of Subordinated Debt Securities.	13
	Section 3.07.	Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee.  	14
	Section 3.08.	Deletion of Satisfaction and Discharge Provisions.  	15
	Section 3.09.	Unconditional Right of Holders to Receive Principal, Premium and Interest, if any.  	15
	Section 3.10.	Undertaking for Costs.  	16
	Section 3.11.	Redemption and Purchase of Subordinated Debt Securities.  	16
	Section 3.12.	Exchanges Not Deemed Payment.  	20
	Section 3.13.	Exchange of Subordinated Debt Securities.  	21
	Section 3.14.	Events of Default.	21
	Section 3.15.	Compensation and Reimbursement.  	22
	Section 3.16.	Certain Rights of Trustee.	22
	Section 3.17.	Certain Rights of Subordinated Debt Security Registrar. 	22
	Section 3.18.	Subordinated Debt Securities Subordinate to Claims of Senior Creditors.  	22
	Section 3.19.	Reliance on Judicial Order or Certificate of Liquidating Agent.	23
	Section 3.20.	Additional Subordinated Debt Securities.	24
	Section 3.21.	Agreement with Respect to Exercise of U.K. Bail-In Power.  	24
	 	 	 
	Article
    4
	 AMENDMENTS TO THE SUBORDINATED INDENTURE	26
	 	 
	Section 4.01.	Appointment of Agent for Service.  	26
	Section 4.02.	Notices to Trustee.  	27
	Section 4.03.	Additional Amounts.  	28
	 	 	 
	Article 5
	MISCELLANEOUS	30
	 	 
	Section 5.01.	Effect of Supplemental Indenture.  	30
	Section 5.02.	Other Documents to be Given to the Trustee.  	30
	Section 5.03.	Confirmation of Indenture. 	31
	Section 5.04.	Concerning the Trustee.	31
	Section 5.05.	Governing Law.  	31
	Section 5.06.	Separability.	31
	Section 5.07.	Concerning U.K. Bail-in Liability.	32
	Section 5.08.	Counterparts.  Electronic Signatures.	33
	Section 5.09.	Bail-in Relating to BRRD Party.	33






 




    i 


     


    

 


NINTH SUPPLEMENTAL INDENTURE (“Ninth Supplemental
Indenture”), dated as of December 14, 2021, among LLOYDS BANKING GROUP PLC, a corporation incorporated in Scotland with registered
number 95000, and with its principal executive offices located at 25 Gresham Street, London EC2V 7HN, United Kingdom, as issuer (the “Company”)
and THE BANK OF NEW YORK MELLON, acting through its London Branch, as trustee (the “Trustee”) and The
Bank of New York Mellon SA/NV, Dublin Branch, as subordinated debt security registrar (the “Subordinated Debt Security
Registrar”).


  


WITNESSETH


 


WHEREAS, the Company
and the Trustee have executed and delivered a Subordinated Debt Securities Indenture dated as of November 4, 2014 (the “Subordinated
Indenture,” and together with this Ninth Supplemental Indenture, the “Indenture”) to provide for the issuance
of the Company’s subordinated debt securities (the “Subordinated Debt Securities”), including the Securities
(as defined below).


 


WHEREAS, Section
9.01(d) of the Subordinated Indenture permits the Company and the Trustee to add to, change or eliminate any provisions of the Subordinated
Indenture without the consent of Holders as permitted under Sections 2.01 and 3.01 of the Subordinated Indenture, subject to certain
conditions;


 


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


 


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


 


WHEREAS, the Board
of Directors has authorized the entry into this Ninth Supplemental Indenture, as required by Section 9.01 of the Subordinated Indenture;


 


WHEREAS, the parties
hereto desire to establish a series of Subordinated Debt Securities to be known as the 3.369% Fixed Rate Reset Subordinated Debt Securities
due 2046 (the “Securities”) pursuant to Sections 2.01 and 3.01 of the Subordinated Indenture. The Securities may be
issued from time to time and any Securities issued as part of this series will constitute a single series of Securities under the Indenture
and shall be included in the definition of “Securities” where the context requires;


  


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


 






     


     


    

 


WHEREAS, where indicated,
this Ninth Supplemental Indenture shall amend and supplement the Subordinated Indenture; to the extent that the terms of the Subordinated
Indenture are inconsistent with such provisions of this Ninth Supplemental Indenture, the terms of this Ninth Supplemental Indenture
shall govern.


 


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


 


Article
1

DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


(e)           
for the purposes of this Ninth Supplemental Indenture and the Subordinated Indenture, the term “series” shall mean
a series of Securities.


 


Article
2

FORM OF SECURITIES


 


Section 2.01.     
Terms of the Securities.


 


The following terms
relating to the Securities are hereby established pursuant to Section 3.01 of the Subordinated Indenture:


 


(a)           
The title of the Securities shall be: the 3.369% Fixed Rate Reset Subordinated Debt Securities due 2046 (the “Securities”);


 


(b)           The
aggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed $1,175,176,000,
except as otherwise provided in the Indenture;


 




(c)           Principal
on the Securities shall be payable on December 14, 2046;


  






    2 


     


    

 


(d)         The
Securities shall be issued in global registered form on December 14, 2021 and shall bear interest from (and including) December 14, 2021
to (but excluding) December 14, 2041 (the “Reset Date”), at a rate per annum equal to (a) the yield, rounded to three
decimal places when expressed as a percentage and calculated by BofA Securities, Inc., Credit Suisse Securities (USA) LLC and Lloyds
Securities Inc. in accordance with standard market practice, that corresponds to the bid-side price of 1.750% U.S. Treasury Notes due
August 15, 2041 as of the Pricing Time (as defined below) as displayed on the Bloomberg Government Pricing Monitor page FIT1 (or any
recognized quotation source selected by the Company in its sole discretion if such quotation report is not available or is manifestly
erroneous) plus (b) a fixed spread of 150 basis points (the “Initial Interest Rate”), and from (and including) the
Reset Date to (but excluding) Maturity (as defined below) (the “Reset Period”), at a rate per annum calculated by
the Calculation Agent on the Reset Determination Date (as defined below) as being equal to the sum of the applicable U.S. Treasury Rate
(as defined below) (expressed as a rate per annum) and 1.50% (the “Margin”), such sum being converted to a semi-annual
rate in accordance with market convention (rounded to three decimal places, with 0.0005 rounded down) (each a “Reset Rate of
Interest”). Interest will be payable semi-annually in arrears on June 14 and December 14 of each year (each, an “Interest
Payment Date”), commencing on June 14, 2022 to (and including) Maturity.


 


Interest on the
Securities will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month,
on the basis of the actual number of days elapsed in such period. Interest will be paid to the holders of record of the Securities on
May 31 and November 30 immediately preceding the related Interest Payment Date, as applicable, whether or not a Business Day (each a
“Regular Record Date”).


 





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


 


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


 


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


 


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


 


“BRRD Party”
means the Subordinated Debt Security Registrar.


 


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


 






    3 


     


    

 


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


 


“Pricing
Time” means 10:00 a.m., New York City time, on December 7, 2021.


 





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


 


“Reset
Determination Date” means the second Business Day (as defined below) immediately preceding the Reset Date.


 


“U.S.
Treasury Rate” means, with respect to the Reset Date, the rate per annum equal to: (1) the yield on actively traded U.S. Treasury
securities adjusted to constant maturity on the Reset Determination Date and appearing under the caption “Treasury constant maturities”
on the Reset Determination Date in the applicable most recently published statistical release designated “H.15 Daily Update”,
or any successor publication that is published by the Board of Governors of the Federal Reserve System that establishes yields on actively
traded U.S. Treasury securities adjusted to constant maturity, under the caption “Treasury Constant Maturities”, for the
maturity of five years; or (2) if such release (or any successor release) is not published on the Reset Determination Date, or does not
contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated
using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for the Reset Date.


 


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


 


If the U.S. Treasury
Rate cannot be determined, for whatever reason, as described under (1) or (2) above, “U.S. Treasury Rate” means the rate
in percentage per annum as notified by the Calculation Agent to the Company equal to the yield on U.S. Treasury securities having a maturity
of five years as set forth in the most recently published statistical release designated “H.15 Daily Update” under the caption
“Treasury constant maturities” (or any successor publication that is published weekly by the Board of Governors of the Federal
Reserve System and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption
“Treasury Constant Maturities” for the maturity of five years) on the Reset Determination Date.


 


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


 






    4 


     


    

 


“Comparable
Treasury Price” means, with respect to the Reset Date, (i) the arithmetic average of the Reference Treasury Dealer Quotations
for the Reset Date received by the Company (calculated on the Reset Determination Date), after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are received by the Company,
the arithmetic average of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations are received by the
Company, then such Reference Treasury Dealer Quotation as quoted in writing to the Company by a Reference Treasury Dealer.


 


“Reference
Treasury Dealer” means each of up to five banks selected by the Company, or the affiliates of such banks, which are (i) primary
U.S. Treasury securities dealers, and their respective successors (as long as such successors are also primary U.S. Treasury securities
dealers), or (ii) market makers in pricing comparable corporate bond issues denominated in U.S. dollars.


 


“Reference
Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and the Reset Date, the arithmetic average,
as determined by the Calculation Agent, of the bid and offered prices for the applicable Comparable Treasury Issue, expressed in each
case as a percentage of its principal amount, at 11:00 a.m. (New York City time), on the Reset Determination Date.


 


(e)           
No premium, upon redemption or otherwise, shall be payable by the Company on the Securities;


 


(f)            
Principal of and any interest on the Securities shall be paid to the Holder through The Bank of New York Mellon, acting through
its London Branch, as the Paying Agent of the Company;


 


(g)           
The Securities shall not be redeemable except as provided in Article 11 of the Subordinated Indenture, as supplemented by this
Ninth Supplemental Indenture;


 


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


 


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


 


(j)            
The principal amount of the Securities shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02
of the Subordinated Indenture, as amended by this Ninth Supplemental Indenture;


 


(k)           
Additional Amounts in respect of the Securities shall be payable as set forth in the Subordinated Indenture, as supplemented by
this Ninth Supplemental Indenture;


 


(l)            
The Securities shall not be converted into or exchanged at the option of the Company;


 


(m)            
The Securities shall be denominated in, and payments thereon shall be made in, U.S. dollars;


 






    5 


     


    

 


(n)           
The payment of principal of (and premium, if any) or interest, if any, on the Securities shall be payable only in the coin or
currency in which the Securities are denominated;


 


(o)           
The Securities will be issued in the form of one or more global certificates in registered form (“Global Securities”)
and will be deposited with a custodian for The Depository Trust Company (“DTC”) and registered in the name of DTC
or its nominee;


 


(p)           
The Securities will not be initially issued in definitive form;


 


(q)           
The Bank of New York Mellon, London Branch will be the Calculation Agent for the Securities.


 


(r)            
Notwithstanding Section 5.03(a) of the Base Indenture, The Bank of New York Mellon SA/NV, Dublin Branch is hereby appointed “Subordinated
Debt Security Registrar” for the purpose of registering the Securities and transfers of the Securities. The Subordinated Debt Security
Register shall be maintained at the corporate trust office of the Subordinated Debt Security Registrar.


 


(s)           
The Events of Default on the Securities are as provided for in Section 5.01 of the Subordinated Indenture, as amended by this
Ninth Supplemental Indenture;


 


(t)            
The subordination terms of the Securities are as provided for in Article 12 of the Subordinated Indenture as amended by ‎Section
3.18 of this Ninth Supplemental Indenture;


 


(u)           
The form of the Securities to be issued on the date hereof shall be substantially in the form of Exhibit A hereto; and


 


(v)           
The Company may issue additional Securities (“Additional Notes”) after the date hereof having the same ranking
and same interest rate, Maturity, redemption terms and other terms as the Securities except for the price to the public, issue date,
first interest payment date and temporary ISIN and/or other identifying numbers, provided that such Additional Notes must be fungible
with the outstanding Securities for U.S. federal income tax purposes. Any such Additional Notes, together with the outstanding Securities
will constitute a single series of securities under the Indenture.


 


Article
3

ADDITIONAL TERMS APPLICABLE TO THE SECURITIES


 


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


 






    6 


     


    

 


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


 


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


 


“Compliant
Securities” means securities issued directly by the Company that:


 


(a) have
terms not materially less favorable to an investor than the terms of the Subordinated Debt Securities (as reasonably determined by the
Company in consultation with an investment bank or financial adviser of international standing (which in either case is independent of
the Company)) and provided that the Company has delivered an Officer’s Certificate to such effect (including as to such consultation)
to the Trustee (upon which the Trustee shall be entitled to rely without further inquiry and without liability to any person) prior to
the issue or variation of the relevant securities);


 


(b) subject
to (a) above (1) contain terms which comply with the then current requirements of the Relevant Regulator in relation to Tier 2 capital;
(2) provide for the same interest rate and Interest Payment Dates from time to time applying to the Subordinated Debt Securities; (3)
rank pari passu with the ranking of the Subordinated Debt Securities; (4) preserve any existing rights under the Indenture to any accrued
interest or other amounts which have not been either paid or canceled; and (5) preserve the obligations of the Company as to payments
of principal in respect of the Subordinated Debt Securities, including (without limitation) as to the timing and amount of such payments;


 


(c) are
(1) listed on the New York Stock Exchange or (2) listed on such other stock exchange as is a Recognized Stock Exchange at that time as
selected by the Company; and


 


(d) where
the Subordinated Debt Securities which have been substituted or varied had a published rating (solicited by, or assigned with the cooperation
of, the Company) from a Rating Agency immediately prior to their substitution or variation, each such Rating Agency has ascribed, or
announced its intention to ascribe, an equal or higher published rating to the relevant Compliant Securities.


 






    7 


     


    

 


“Electronic
Means” shall mean the following communications methods: S.W.I.F.T., e-mail, facsimile transmission, secure electronic transmission
containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified
by the Trustee as available for use in connection with its services hereunder.


 


“Group”
means the Company and its subsidiaries and subsidiary undertakings from time to time.


 


“Issue Date” means
December 14, 2021, being the date of the initial issue of the Securities.


 


“Maturity” means December
14, 2046.


  


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


 


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


 


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


 


“U.K.
bail-in power” means any write-down, conversion, transfer, modification or suspension power existing from time to time under
any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or
investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Company or its affiliates,
including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted in the United
Kingdom within the context of the U.K. resolution regime under the Banking Act 2009 as the same has been or may be amended from time
to time (whether pursuant to the Banking Reform Act 2013, secondary legislation or otherwise), pursuant to which 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.


 






    8 


     


    

 


Section 3.02.     
Amendment of Definition. With respect to the Securities only, the following definitions shall be amended in their entirety
in Section 1.01 of the Subordinated Indenture:


 


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


 


“Capital
Disqualification Event” shall be deemed to have occurred if at any time the Company determines that there is a change (which
has occurred or which the Relevant Regulator considers to be sufficiently certain) in the regulatory classification of the Securities
which becomes effective after the Issue Date and that results, or would be likely to result, in the entire principal amount of the Securities
being excluded from the Tier 2 Capital of the Company and/or Group (other than as a result of any applicable limitation on the amount
of such capital).


 


“Executive
Officer” means any individual authorized or designated by the Board of Directors through a power of attorney or otherwise for
the purpose of executing this Subordinated Indenture and any other certificates, forms, notes and ancillary documents in connection therewith.


 


“Senior
Creditors” means in respect of the Company (i) creditors of the Company whose claims are admitted to proof in the winding-up
or administration of the Company and who are unsubordinated creditors of the Company and (ii) creditors of the Company whose claims are
or are expressed to be subordinated to the claims of other creditors of the Company (other than those whose claims constitute, or would,
but for any applicable limitation on the amount of such capital, constitute Tier 1 Capital or Tier 2 Capital of the Company, or whose
claims rank or are expressed to rank pari passu with, or junior to, the claims of holders of the Securities).


 


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


 


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


 


Section 3.03.     
Deletion of Definitions. With respect to the Securities only, the following definitions shall be deleted in their entirety
in Section 1.01 of the Subordinated Indenture:


 






    9 


     


    

 


“ADR
Custodian” means the custodian under the ADR Deposit Agreement.


 


“ADR
Deposit Agreement” means the deposit agreement between the Company and The Bank of New York Mellon (previously named The Bank
of New York) and the holders from time to time of American Depositary Receipts issued thereunder.


 


“ADR
Depositary” means the depositary under the ADR Deposit Agreement.


 


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


 


“Capital
Resources Requirement” and “Overall Financial Adequacy Rule” have the respective meanings given to such
terms in the Applicable Banking Regulations and shall include any successor terms from time to time equivalent thereto as agreed between
the Company and the Trustee.


 


“CRD
IV” means, taken together, (i) the CRD IV Directive, (ii) the CRD IV Regulation and (iii) applicable capital adequacy banking
regulations then in effect in the United Kingdom.


 


“CRD
IV Directive” means Directive 2013/36/EU of the European Parliament and of the Council of 26 June 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, and any successor directive.


 


“CRD
IV Regulation” means Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential
requirements for credit institutions and investment firms amending Regulation (EU) No 648/2012, and any successor regulation.


 


“Deferred
Amounts” means any Deferred Interest (including any interest amounts accrued thereon) and any amount of principal and/or premium
payment of which has been deferred pursuant to ‎Section 3.07 (including
any interest amounts accrued thereon) which has not been satisfied.


 


“Deferred
Interest” has the meaning specified in Section 3.07.


 






    10 


     


    

 


“Deferred
Payment Date” has the meaning specified in Section 3.07.


 


“Deferred
Record Date”, when used for the interest payable on any Deferred Payment Date on Subordinated Debt Securities of any series,
means the date specified for the purpose pursuant to Section 3.01.


 


“Exchange
Date”, when used with respect to any applicable series of Subordinated Debt Securities, has the meaning specified in Section
13.03.


 


“Exchange
Securities” means securities issued by the Company provided that such securities shall contain terms which comply with the
then current requirements of the PRA in relation to Tier 2 Capital or Tier 1 Capital).


 


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


 


“Foreign
Government Securities” means with respect to Subordinated Debt Securities of any series that are denominated in a Foreign Currency,
non-callable (i) direct obligations of the participating member state or government that issued such Foreign Currency for the payment
of which obligations its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of such participating member state or government, the payment of which obligations is unconditionally guaranteed
as a full faith and credit obligation of such participating member state or government. For the avoidance of doubt, for all purposes
hereof, euro shall be deemed to have been issued by each participating member state from time to time.


 


“Liquidator”
has the meaning specified in Section 12.06.


 


Section 3.04.     
Deletion of Deferred Payment Provisions. With respect to the Securities only, the following Sections of the Subordinated
Indenture are amended and restated in their entirety and shall read as follows:


 


Section
3.01. Amount Unlimited, Issuable in Series.


 


(d)       the
rate or rates, if any, at which the Subordinated Debt Securities of the series shall accrue interest or the manner of calculation of
such rate or rates, if any, the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest
shall be payable or the manner of determination of such Interest Payment Dates, if other than as specified in Section 3.07, and, in the
case of registered Subordinated Debt Securities, the Regular Record Date for the interest payable on any Interest Payment Date, and any
dates required to be established pursuant to Section 7.01;


 


Section
3.03. Execution, Authentication, Delivery and Dating. The first sentence of the fifth paragraph of Section 3.03 shall read as
follows:


 






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No Subordinated
Debt Security shall be entitled to any benefit under this Subordinated Debt Securities Indenture or be valid or obligatory for any purpose
unless there appears on such Subordinated Debt Security a certificate of authentication substantially in the form provided for herein
executed by or on behalf of the Trustee by manual or electronic signature, and such certificate upon any Subordinated Debt Security shall
be conclusive evidence, and the only evidence, that such Subordinated Debt Security has been duly authenticated and delivered hereunder
and that such Subordinated Debt Security is entitled to the benefits of this Subordinated Debt Securities Indenture.


 


Section
3.07. Payment; Interest Rights Preserved. Except as otherwise provided as contemplated by Section 3.01 with respect to any series
of Subordinated Debt Securities, interest, if any, on any Subordinated Debt Securities which is payable, and is paid or duly provided
for, on any Interest Payment Date shall be paid, in the case of registered Subordinated Debt Securities, to the Person in whose name
that Subordinated Debt Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest or, in the case of Global Securities held by any Holder, to the Holder including through a Paying Agent of the
Company designated pursuant to Section 3.01 for collection by the Holder.


 


Section
11.06. Subordinated Debt Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Subordinated
Debt Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and
from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such
Subordinated Debt Securities shall cease to accrue interest. Upon surrender of any such Subordinated Debt Security for redemption in
accordance with said notice, such Subordinated Debt Security shall be paid by the Company at the Redemption Price, together with accrued
but unpaid interest to the Redemption Date; provided, however, that with respect to any Subordinated Debt Securities in registered form,
unless otherwise specified as contemplated by Section 3.01, a payment of interest which is payable on an Interest Payment Date which
is the Redemption Date, shall be payable to the Holders of such Subordinated Debt Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Regular Record Date according to the terms of the Subordinated Debt Securities
and the provisions of Section 3.07. Subordinated Debt Securities in definitive form shall be presented for redemption to the Paying Agent.


 


If any
Subordinated Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the Subordinated Debt Security
shall, until paid, continue to accrue interest from and after the Redemption Date in accordance with its terms and the provisions of
Section 3.07.


 


Section 3.05.     
Deletion of Exchange Provisions. With respect to the Securities only:


 






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(i)             Sections
1.13 and 9.02(a) of the Subordinated Indenture is amended by deleting the reference to “Exchange Date” therein,


 


(ii)            Section
3.01(l) of the Subordinated Indenture is amended and restated in its entirety and shall read as follows:


 


(l)       [Reserved];


 


(iii)           Section
3.05 of the Subordinated Indenture is amended by deleting the following paragraph:


 


In the event
that a Global Security is surrendered for redemption or exchange for Preference Shares or Exchange Securities in part pursuant to Section
11.07 or Section 13.05, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Global Security,
without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed or unexchanged portion of
the principal of the Global Security so surrendered.


 


(iv)           Section
3.05(b) of the Subordinated Indenture is amended and restated in its entirety as follows:


 


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


 


Section 3.06.     
Correction of Minor Defects in or Amendment of Subordinated Debt Securities. With respect to the Securities only, Article
3 of the Subordinated Indenture is amended by adding Section 3.13, which shall read as follows:


 


Section
3.13.Correction of Minor Defects in or Amendment of Subordinated Debt Securities. If the Company or the Trustee shall become
aware of any ambiguity, defect or inconsistency in any term of a Subordinated Debt Security or Certificate, as the case may be, or, with
respect to any Subordinated Debt Security (including any Certificate) issued on or after the date hereof, the Company and the Trustee
may amend such Subordinated Debt Security (including any Certificate) as contemplated by Section 9.01(h) (subject to Section 9.07) and
the parties hereto shall provide for the execution, authentication, delivery and dating of one or more replacement Subordinated Debt
Securities or Global Certificates, as the case may be, pursuant to Section 3.03 hereto, provided, however, that such amendment is not
materially adverse to Holders of any Outstanding Subordinated Debt Securities.


 






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Section 3.07.     
Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee. With respect to the Securities only, to amend
the following sections of the Subordinated Indenture in part:


 


(i)             to
amend and restate, each in its entirety, Sections 5.03(a) and 5.03(b), which shall read as follows:


 


(a)       the
Company fails to pay any installment of interest on any Subordinated Debt Security of such series on or before its Interest Payment Date
and such failure continues for 14 days; or


 


(b)       the
Company fails to pay all or any part of the principal of any Subordinated Debt Security of such series 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.


 


(ii)            to
amend and restate the second paragraph of Sections 5.03 in its entirety, which shall read as follows:


 


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 or a Qualifying
Administration for all due and payable amounts, provided that the Trustee may not declare the principal amount of any Outstanding Subordinated
Debt Security to be due and payable.


 


(iii)           to
amend and restate the third paragraph of Sections 5.03 in its entirety, which shall read as follows:


 


Subject
to applicable law, including the Trust Indenture Act, no Holder or Beneficial Owner of the Subordinated Debt Securities 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 respect of, or in connection with the Subordinated Debt Securities. The Holders and Beneficial Owners
of Subordinated Debt Securities, by virtue of its holding of any Subordinated Debt Securities, shall be deemed to have waived any right
of set-off, counterclaim, or combination of accounts, compensation and retention with respect to the Subordinated Debt Securities or
this Subordinated Indenture (or between the obligations under or in respect of any Subordinated Debt Securities and any liability owed
by a Holder to the Company) that they might otherwise have against the Company, whether before or during a winding-up, liquidation of
the Company or a Qualifying Administration. Notwithstanding the above, if any of such rights and claims of any such Holder against the
Company are discharged by set-off, compensation or retention, such Holder will immediately pay an amount equal to the amount of such
discharge to the Company or, in the event of the winding up of the Company or a Qualifying Administration, the liquidator or administrator
(or other relevant insolvency official), as the case may be, and until such time as payment is made will hold a sum equal to such amount
in trust for the Company or the liquidator or administrator (or other relevant insolvency official), as the case may be, and accordingly
such discharge shall be deemed not to have taken place.


 






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(iv)           to
amend and restate the fifth paragraph of Sections 5.03 in its entirety, which shall read as follows:


 


Except as
otherwise provided in this Article 5, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the
Holders of Subordinated Debt Securities of such series 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 this 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 this 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 Subordinated Debt Securities prior to any
date on which the principal of, or any interest on, the Subordinated Debt Securities would have otherwise been payable by the Company.


 


(v)            to
add the following sentence at the end of Sections 5.03:


 


No remedy
against the Company other than as referred to in this Article 5 shall be available to the Trustee or the Holders, whether for the recovery
of amounts owing in respect of the Subordinated Debt Securities or under this Subordinated Indenture or in respect of any breach by the
Company of any of its other obligations under or in respect of the Subordinated Debt Securities or under this Subordinated 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.


 


(vi)           to
amend and restate Section 5.12(a) in its entirety, which shall read as follows:


 


(a)       such
direction shall not be in conflict with any rule of law or with this Subordinated Indenture or shall not expose the Trustee to undue
risk;


 


Section 3.08.     
Deletion of Satisfaction and Discharge Provisions. With respect to the Securities only, Article 4 of the Subordinated Indenture
is deleted in its entirety.


 


Section 3.09.     
Unconditional Right of Holders to Receive Principal, Premium and Interest, if any. With respect to the Securities only,
Section 5.08 of the Subordinated Indenture is amended and restated in its entirety, which shall read as follows:


 






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Section
5.08. Unconditional Right of Holders to Receive Principal, Premium and Interest, if any. Subject to Section 12.01 in relation
to subordination of Subordinated Debt Securities, and notwithstanding any other provision in this Subordinated Indenture, the Holder
of any Subordinated Debt Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and
premium, if any) and interest, if any, on such Subordinated Debt Security on the respective Stated Maturities as expressed in such Subordinated
Debt Security (or, in the case of redemption, on the Redemption Date) and, subject to Section 5.07, to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent of such Holder or holder.


 


Section 3.10.     
Undertaking for Costs. With respect to the Securities only, Section 5.14 of the Subordinated Indenture is amended and restated
in its entirety, which shall read as follows:


 


Section
5.14. Undertaking for Costs. All parties to this Subordinated Indenture agree, and each Holder of any Subordinated Debt Security
by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement
of any right or remedy under this Subordinated Indenture, or in any suit against the Trustee for any action taken, suffered or omitted
by it as Trustee, the filing by any party litigant to such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of
this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder or group of Holders holding
in the aggregate more than 10% in principal amount of the Outstanding Subordinated Debt Securities of any series, or to any suit instituted
by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest, if any, on any Subordinated Debt
Security on or after the respective Stated Maturities expressed in such Subordinated Debt Security (or, in the case of redemption, on
or after the Redemption Date).


 


Section 3.11.     
Redemption and Purchase of Subordinated Debt Securities. With respect to the Securities only, Article 11 of the Subordinated
Indenture is amended by amending and restating Sections 11.01, 11.08, 11.09 and 11.10 in their entirety, and by adding Sections 11.11,
11.12 and 11.13, each of which shall read as follows:


 


Section
11.01.Applicability of Article. Subordinated Debt Securities of any series shall be redeemable in accordance with their terms
and (except as otherwise specified pursuant to Section 3.01 for Subordinated Debt Securities of any series) in accordance with this Article
11. Subordinated Debt Securities of any series may not be redeemed except in accordance with provisions of applicable law, applicable
provisions of the Applicable Regulations and Section 11.13 below. The Subordinated Debt Securities of any series may not be redeemed
in whole or in part at the option of the Holder thereof.


 






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Section
11.08. Optional Tax Redemption.


 


(a)           Subject
always to Section 11.13 below, the Company will have the option to redeem the relevant series of Subordinated Debt Securities, as a whole
but not in part, having given notice in accordance with Section 11.04 hereof, 100% of the principal amount of the Subordinated Debt Securities
then outstanding, together with any accrued interest to (but excluding) the date fixed for redemption, if at any time the Company determines
that:


 


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


 


(ii)            a
Tax Law Change would:


 


(A)       result
in the Company not being entitled to claim a deduction in respect of any payments (or its corresponding funding costs as recognized in
its financial statements) in respect of the Subordinated Debt Securities in computing its taxation liabilities or the amount or value
of such deduction to the Company would be materially reduced;


 


(B)       prevent
the Subordinated Debt Securities from being treated as loan relationships for United Kingdom tax purposes;


 


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


 






    17 


     


    

 


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


 


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


 


(each such Tax Law Change,
a “Tax Event”); provided, however, in each case that the Company could not avoid the consequences of
the Tax Event by taking measures reasonably available to it.


 


(b)           Prior
to the delivery of any such notice of redemption the Company shall deliver to the Trustee (i) a written legal opinion of independent
United Kingdom counsel of recognized standing (selected by the Company), in a form satisfactory to the Trustee, to the effect that a
Tax Event has occurred, and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption have
occurred and that the Company could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2)
that the Relevant Regulator is satisfied that the relevant change or event is material and was not reasonably foreseeable by the Company
on the Issue Date. The Trustee is entitled to conclusively rely on and accept such opinion and Officer’s Certificate without any
duty whatsoever of further inquiry and without liability to any person, in which event such opinion and Officer’s Certificate shall
be conclusive and binding on the Trustee, the Holders and the Beneficial Owners.


 


Section
11.09. Optional Redemption Due to a Capital Disqualification Event. Unless otherwise provided as contemplated by Section 3.01
with respect to any series of Subordinated Debt Securities and subject to the conditions set out in Section 11.13 below, the Subordinated
Debt Securities are redeemable, as a whole but not in part, at the option of the Company, on not less than 30 calendar days’ nor
more than 60 calendar days’ notice to each Holder of Subordinated Debt Securities to be redeemed, at any time, at a redemption
price equal to 100% of the principal amount, together with accrued but unpaid interest, if any, in respect of such series of Subordinated
Debt Securities to, but excluding, the date fixed for redemption if, immediately prior to the giving of the notice referred to above,
a Capital Disqualification Event has occurred.


 


Prior
to the giving of any notice of redemption, the Company must deliver to the Trustee an Officer’s Certificate stating that (i) a
Capital Disqualification Event has occurred, and (ii) the Company has demonstrated to the satisfaction of the Relevant Regulator that
the relevant change was not reasonably foreseeable by the Company as at the Issue Date. The Trustee shall be entitled to accept such
Officer’s Certificate without any further inquiry and without liability to any person, in which event such Officer’s Certificate
shall be conclusive and binding on the Trustee and the Holders and Beneficial Owners.


 






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Section
11.10. Purchase. Subject to the conditions set out in Section 11.13 below, the Company may from time to time purchase Subordinated
Debt Securities in the open market or by tender or by private agreement, in any manner and at any price or at differing prices. Subordinated
Debt Securities purchased or otherwise acquired by the Company may be (i) held, (ii) resold or (iii) at the Company’s sole discretion,
surrendered to the Trustee for cancellation (in which case all Subordinated Debt Securities so surrendered will forthwith be canceled
in accordance with applicable law and thereafter may not be re-issued or resold).


 


Section 11.11. Optional Redemption.
Subject to the conditions set out in Section 11.13 below, the Subordinated Debt Securities are redeemable, as a whole but not in part,
at the option of the Company, on not less than 15 calendar days’ nor more than 30 calendar days’ notice to each Holder of
Subordinated Debt Securities to be redeemed, at any time, at a redemption price equal to 100% of the principal amount, together with accrued
but unpaid interest, if any, in respect of such series of Subordinated Debt Securities to, but excluding, the date fixed for redemption,
at the option of the Company on any date in the period commencing on (and including) September 14, 2041 and ending on (and including)
the Reset Date.


  


Section
11.12. Substitution or Variation. Upon the occurrence of a Capital Disqualification Event, the Company may, subject to the conditions
set out in Section 11.13 below, but without any requirement for the consent or approval of the Holders of the Subordinated Debt Securities,
at any time (whether before, on or following the Reset Date) on not less than 30 calendar days’ nor more than 60 calendar days’
notice to each Holder of Subordinated Debt Securities to be substituted or varied, either substitute all (but not some only) of the Subordinated
Debt Securities for, or vary the terms of the Subordinated Debt Securities so that they remain or, as appropriate, become, Compliant
Securities, and the Trustee shall (subject to the below) agree to such substitution or variation. Upon the expiry of such notice, the
Company shall either vary the terms of or substitute the Subordinated Debt Securities, as the case may be.


 


Prior to the
giving of any notice of substitution or variation, the Company must deliver to the Trustee an Officer’s Certificate stating that
a Capital Disqualification Event has occurred, setting out the details thereof, and stating that the terms of the relevant Compliant
Securities comply with the definition thereof. The Trustee shall be entitled to accept such Officer’s Certificate without any
further inquiry and without liability to any person, in which event such Officer’s Certificate shall be conclusive and binding
on the Trustee and the Holders and Beneficial Owners of the Subordinated Debt Securities.


 


Section
11.13 Early Redemption, Purchase, Substitution or Variation – Relevant Regulator. Subordinated Debt Securities may be redeemed,
purchased, substituted or varied by the Company prior to Maturity as provided under Article 11 of this Subordinated Indenture, subject
to:


 






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(a) the
Company giving notice to the Relevant Regulator and the Relevant Regulator granting permission to the Company to redeem, purchase, substitute
or vary the Subordinated Debt Securities, as the case may be (in each case to the extent, and in the manner, required by the relevant
Applicable Regulations);


 


(b) in
respect of any redemption of the Subordinated Debt Securities proposed to be made prior to the fifth anniversary of the Issue Date, if
and to the extent then required under the Applicable Regulations (A) in the case of an optional redemption due to a Tax Event, the Company
having demonstrated to the satisfaction of the Relevant Regulator that the relevant change or event is material and was not reasonably
foreseeable by the Company as at the Issue Date or (B) in the case of redemption following the occurrence of a Capital Disqualification
Event, the Company having demonstrated to the satisfaction of the Relevant Regulator that the relevant change was not reasonably foreseeable
by the Company as at the Issue Date;


 


(c) if
and to the extent then required under the Applicable Regulations, either: (A) the Company having replaced the Subordinated Debt Securities
with instruments qualifying as own funds of equal or higher quality on terms that are sustainable for the income capacity of the Company;
or (B) (save in the case of sub-paragraph (d)(A) below) the Company demonstrating to the satisfaction of the Relevant Regulator that
the own funds and eligible liabilities of the Company would, following such redemption, purchase, substitution or variation, exceed its
minimum applicable capital requirements (including any applicable buffer requirements) by a margin that the Relevant Regulator considers
necessary at such time; and


 


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


 


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


 


Section 3.12.     
Exchanges Not Deemed Payment. With respect to the Securities only, Section 12.10 of the Subordinated Indenture is deleted
in its entirety.


 






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Section 3.13.     
Exchange of Subordinated Debt Securities. With respect to the Securities only, Article 13 of the Subordinated Indenture
is deleted in its entirety.


 


Section 3.14.     
Events of Default. With respect to the Securities only:


 


(i) Section 5.01
of the Subordinated Indenture is amended by adding the following sentence at the end of the section:


 


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


 


(ii) Section
5.02 of the Subordinated Indenture is amended in part to restate in its entirety the first paragraph of such section as follows:


 


Section
5.02. Acceleration of Maturity; Rescission and Annulment. If an Event of Default occurs with respect to Subordinated Debt Securities
of any series and is continuing, then in every such case the Trustee or the Holder or Holders of not less than 25% in aggregate principal
amount of the Outstanding Subordinated Debt Securities of such series may declare the principal amount, together with accrued interest
(if any) and Additional Amounts (if any), payable on such Subordinated Debt Securities, of all the Subordinated Debt Securities of that
series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holder or Holders),
and upon any such declaration such amount shall become immediately due and payable.


 


(iii) Section 5.02(a)(i)
is hereby restated in its entirety as follows:


 


(i) the
principal of, and premium, if any, on, any Subordinated Debt Securities of such series which have become due otherwise than by such declaration
of acceleration and any due and payable interest, if any, thereon at the rate or rates prescribed therefor in such Subordinated Debt
Securities,


 


(iv) Section
5.02 of the Subordinated Indenture is amended in part to restate in its entirety the last paragraph of such section as follows:


 


If the Subordinated
Debt Securities become due and payable (whether pursuant to this Section 5.02 above or Article 11 below) and the Company fails to pay
such amounts (or any damages awarded for breach of any obligations in respect of the Subordinated Debt Securities or this Indenture)
forthwith upon demand, notwithstanding the continuing right of any Holder to receive payment of the principal of and interest on Subordinated
Debt Securities, or to institute suit for the enforcement of any such payment, each in accordance with Section 316(b)(Directions and
Waivers by Bondholders; Prohibition of Impairment of Holders’ Right to Repayment) of the Trust Indenture Act, the Trustee,
in its own name and as trustee of an express trust, may institute proceedings for the winding up of the Company, and/or prove in a winding
up of the Company or in a Qualifying Administration for all such due and payable amounts (including any damages awarded for breach of
any obligations in respect of the Subordinated Debt Securities or this Indenture) but no other remedy shall be available to the Trustee
or the Holders.


 






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Section 3.15.     
Compensation and Reimbursement. With respect to the Securities only, Section 6.07 of the Subordinated Indenture is amended
in part to:


 


(i) restate in its
entirety Section 6.07(b) as follows:


 


except as
otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this Subordinated Indenture (including the reasonable compensation
and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined
in a final, non-appealable order by a court of competent jurisdiction to have been caused by its own negligence or bad faith; and


 


(ii) to add the
following sentence at the end of the section:


 


The Trustee’s
right to reimbursement and indemnity under this Section 6.07 shall survive the payment in full of the Subordinated Debt Securities, the
discharge of this Subordinated Indenture, the resignation or removal of the Trustee and any exercise of the U.K. bail-in power by the
relevant U.K. resolution authority with respect to the Subordinated Debt Securities and the Indenture.


 


Section 3.16.     
Certain Rights of Trustee. With respect to the Securities only, Section 6.03 of the Subordinated Indenture is amended in
part to add the following at the end of the section:


 


(m) The Trustee
shall not be liable for errors in judgment made in good faith unless it was negligent in ascertaining the relevant facts; and


 


(n) The Trustee
may hold funds uninvested without liability for interest in the absence of an agreement signed by the Trustee to the contrary.


 


Section 3.17.     
Certain Rights of Subordinated Debt Security Registrar and Paying Agent. The Subordinated Debt Security Registrar and Paying
Agent shall have the benefit of the rights, protections, indemnifications and immunities granted to the Trustee in the Indenture, including,
without limitation, Section 6.07 of the Base Indenture, mutatis mutandis.


 


Section 3.18.     
Subordinated Debt Securities Subordinate to Claims of Senior Creditors. With respect to the Securities only, Section 12.01
of the Subordinated Indenture is amended and restated in its entirety, which shall read as follows:


 


Section
12.01. Subordinated Debt Securities Subordinate to Claims of Senior Creditors.


 






    22 


     


    

 


(a)       Unless
otherwise provided as contemplated by Section 3.01 with respect to any series of Subordinated Debt Securities, the Company covenants
and agrees, and each Holder of Subordinated Debt Securities of each series, by his acceptance thereof, likewise covenants and agrees,
that, to the extent and in the manner hereinafter set forth in this Article 12, in the event of:


 


(i)       an
order being made, or an effective resolution being passed, for the winding-up of the Company (except, in any such case, a solvent winding-up
solely for the purposes of a reorganization, reconstruction or amalgamation of the Company, the terms of which reorganization, reconstruction,
amalgamation do not provide that the Subordinated Debt Securities shall thereby become redeemable or repayable in accordance with their
terms); or


 


(ii)       a
Qualifying Administration,


 


the Holders
will have a right against the Company in respect of or arising under (including any damages awarded for breach of any obligations under)
the Subordinated Debt Securities and the Subordinated Indenture relating to them to claim for all amounts due to them in respect of the
Subordinated Debt Securities including the principal amount thereof (plus any premium) and any accrued but unpaid interest thereon. Such
rights and claims will be subordinated to, and subject in right of payment to, the prior payment in full of, all claims of all Senior
Creditors. The rights and claims of the Holders of the Subordinated Debt Securities shall rank pari passu without any preference
among themselves and rank junior in right of payment to the claims of any existing and future unsecured and unsubordinated indebtedness
of the Company and shall rank at least pari passu with the claims of holders of all obligations of the Company which constitute,
or would but for any applicable limitation on the amount of such capital constitute, Tier 2 Capital of the Company and in priority to
(1) the claims of holders of all obligations of the Company which constitute Tier 1 Capital of the Company, (2) the claims of holders
of all undated or perpetual subordinated obligations of the Company and (3) the claims of holders of all share capital of the Company.


 


(b)       The
provisions of this Article 12 shall apply only to rights or claims payable under Section 12.01 (a) or to amounts payable pursuant thereto
and under any Subordinated Debt Securities of any series and nothing herein shall affect or prejudice the payment of the costs, charges,
expenses, liabilities, indemnity or remuneration of the Trustee, the first lien rights of the Trustee under Sections 5.03(a)(i) and 5.06
hereof, or the rights and remedies of the Trustee in respect thereof.


 


Section 3.19.     
Reliance on Judicial Order or Certificate of Liquidating Agent. With respect to the Securities only, Section 12.06 of the
Subordinated Indenture is amended and restated in its entirety, which shall read as follows:


 






    23 


     


    

 


Section
12.06. Reliance on Judicial Order or Certificate of Liquidating Agent. Upon any payment or distribution of assets of the Company
referred to in this Article, the Trustee, subject to the provisions of Section 6.01, and the Holders of the Subordinated Debt Securities
of the series shall be entitled to rely upon (a) any order or decree entered by any court in which such winding-up of the Company or
similar case or proceeding, including a proceeding for the suspension of payments is pending, or (b) a certificate of the administrator
of the Company, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee
or the Holders of such Subordinated Debt Securities, for the purpose of ascertaining the Persons entitled to participate in such payment
or distribution, the Senior Creditors and other claims against the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this Article 12.


 


Section 3.20.     
Additional Subordinated Debt Securities. With respect to the Securities only, Section 3.12 of the Subordinated Indenture
is amended and restated in its entirety, which shall read as follows:


 


Section
3.12. Additional Subordinated Debt Securities. The Company may, from time to time, without the consent of the Holders of the Subordinated
Debt Securities of any series, issue additional Subordinated Debt Securities of one or more of the series of Subordinated Debt Securities
issued under this Subordinated Indenture, having the same ranking and same interest rate, Maturity, redemption terms and other terms,
except for the price to the public, issue date and first Interest Payment Date, as the Subordinated Debt Securities. Any such additional
Subordinated Debt Securities, together with the outstanding Subordinated Debt Securities of the applicable series, will constitute a
single series of Subordinated Debt Securities under this Subordinated Indenture and shall be included in the definition of “Subordinated
Debt Securities” in this Subordinated Indenture where the context requires; provided, however, that if the original Subordinated
Debt Securities are determined by the Company to be debt for U.S. federal income tax purposes and the additional Subordinated Debt Securities
are not fungible with the outstanding Subordinated Debt Securities for U.S. federal income tax purposes, the additional Subordinated
Debt Securities must have CUSIP, ISIN and/or other identifying numbers different from those used for the outstanding Subordinated Debt
Securities.


 


Section 3.21.     
Agreement with Respect to Exercise of U.K. Bail-In Power. The following provisions relate solely to the Securities established
pursuant to this Ninth Supplemental Indenture:


 






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(a)           
Notwithstanding any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of
the Securities by acquiring or holding the Securities, each Holder (including each Beneficial Owner) of the Securities acknowledges,
accepts, agrees to be bound by and consents to the exercise of any U.K. bail-in power by the relevant U.K. resolution authority that
may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities; (ii)
the conversion of all, or a portion, of the principal amount of, or interest on, the Securities into shares or other securities or other
obligations of the Company or another person; and/or (iii) the amendment or alteration of the Maturity of the Securities, or amendment
of the amount of interest due on the Securities, or the dates on which interest becomes payable, including by suspending payment for
a temporary period; any U.K. bail-in power may be exercised by means of variation of the terms of the Securities solely to give effect
to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. With respect to (i), (ii) and (iii) above, references
to principal and interest shall include payments of principal and interest that have become due and payable (including principal that
has become due and payable at Maturity), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each Holder and
each Beneficial Owner of the Securities further acknowledges and agrees that the rights of the Holders and/or Beneficial Owners under
the Securities are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. bail-in power by
the relevant U.K. resolution authority.


 


(b)           
By its acceptance of the Securities, each Holder and Beneficial Owner:


 


(i)           
acknowledges and agrees that no exercise of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the
Securities shall 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 Securities;


 


(iii)           
acknowledges and agrees that, (A) upon the exercise of any U.K. bail-in power by the relevant U.K. resolution authority, the Trustee
shall not be required to take any further directions from Holders or Beneficial Owners of the Securities under Section 5.12 of the Subordinated
Indenture, and the Indenture shall impose no duties upon the Trustee whatsoever with respect to the exercise of any U.K. bail-in power
by the relevant U.K. resolution authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. bail-in
power by the relevant U.K. resolution authority, any of the Securities remain outstanding (for example, if the exercise of the U.K. bail-in
power results in only a partial write-down of the principal of the Securities), then the Trustee’s duties under the Indenture shall
remain applicable with respect to the Securities following such completion to the extent that the Company and the Trustee agree pursuant
to a supplemental indenture, unless the Company and the Trustee agree in writing that a supplemental indenture is not necessary; and.


 






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


 


(c)           
Each Holder or Beneficial Owner that acquires its Securities in the secondary market shall be deemed to acknowledge, agree to
be bound by and consent to the same provisions specified in the Indenture to the same extent as the Holders and Beneficial Owners of
the Securities that acquire the 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 Securities, including in relation to the U.K. bail-in power.


 


(d)           
No repayment of principal following any proposed redemption of the Securities or payment of interest on the Securities shall become
due and payable after the exercise of any U.K. bail-in power by the relevant U.K. resolution authority unless, at the time that such
repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by the Company
under the laws and regulations of the United Kingdom applicable to the Company or other members of the Group.


 


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


 


Article
4

AMENDMENTS TO THE SUBORDINATED INDENTURE


 


Section 4.01.     
Appointment of Agent for Service. With respect to any series of Subordinated Debt Securities issued under the Subordinated
Indenture, including the Securities, Section 1.14 of the Subordinated Indenture is amended and restated in its entirety and shall read
as follows:


 






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Section
1.14. Appointment of Agent for Service. The Company has designated and appointed the Chief Legal Officer, North America of Lloyds
Bank Corporate Markets plc (or any successor thereto), currently of 1095 Avenue of the Americas, New York, NY 10036 as its authorized
agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City
of New York, New York, arising out of or relating to the Subordinated Debt Securities, this Subordinated Indenture or this Ninth Supplemental
Indenture, but for that purpose only, and agrees that service of process upon such authorized agent shall be deemed in every respect
effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City
of New York, New York. Such appointment shall be irrevocable so long as any of the Subordinated Debt Securities remain Outstanding until
the appointment of a successor by the Company and such successor’s acceptance of such appointment. Upon such acceptance, the Company
shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including
the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment
of such authorized agent in full force and effect so long as any of the Subordinated Debt Securities shall be Outstanding. The Trustee
shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company
and the Trustee each hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any such court in which
any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any right to trial by jury and any
objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.


 


Section 4.02.     
Notices to Trustee. With respect to any series of Subordinated Debt Securities issued under the Subordinated Indenture,
including the Securities, Section 1.05 of the Subordinated Indenture is amended and restated in its entirety to read as follows:


 


Section
1.05. (a) Notices, Etc. to Trustee, Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by the Subordinated Indenture or the Ninth Supplemental Indenture to be made upon, given
or furnished to, or filed with,


 


(i) the Trustee by any Holder
or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished
or filed in writing (which may be via facsimile or e-mail) to the Trustee at its Corporate Trust Office and the Trustee agrees to accept
and act upon facsimile or electronic transmission of written instructions pursuant to the Subordinated Indenture or the Ninth Supplemental
Indenture; provided, however, that (x) the party providing such written instructions, subsequent to such transmission of written instructions,
shall provide the originally executed instructions or directions to the Trustee in a timely manner, and (y) such originally executed
instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions; or


 






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(ii) the Company by the Trustee
or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and (i) mailed,
in the case of the Company, first-class postage prepaid, addressed to it at the address of its principal office specified in the first
paragraph of this Subordinated Indenture (unless another address has been previously furnished in writing to the Trustee by the Company,
in which case at the last such address) marked “Attention: Company Secretary”, or (ii) faxed to +44 20 7158 3298/3299 marked
“Attention: Company Secretary”.


 


(b) The Trustee shall have
the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to the
Indenture and delivered using Electronic Means; provided, however, that the Company shall provide to the Trustee evidence of the Executive
Officers. If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act
upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Company understands and
agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively
presume that directions that purport to have been sent by an Executive Officer have been sent by such Executive Officer. The Company
shall be responsible for ensuring that only Executive Officers transmit such Instructions to the Trustee and that the Company and all
Executive Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords
and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses arising directly
or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or
are inconsistent with a subsequent written instruction. The Company agrees: (i) to assume all risks arising out of the use of Electronic
Means to submit Instructions to the Trustee, and the risk of interception and misuse by third parties; (ii) that it is fully informed
of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more
secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to
be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light
of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized
use of the security procedures.


 


Section 4.03.     
Additional Amounts. With respect to any series of Subordinated Debt Securities issued under the Subordinated Indenture,
including the Securities, Section 10.04 of the Subordinated Indenture is hereby amended and replaced in its entirety as follows:


 






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Section
10.04.Additional Amounts. Amounts to be paid on any series of Subordinated Debt Securities will be made without deduction
or withholding for, or on account of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges
or fees imposed, 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 withholding or deduction on payments of interest on (but not principal or any other payments on), the Subordinated
Debt Securities (“Additional Amounts”) that are necessary in order that the net amounts paid to the Holders of Subordinated
Debt Securities of the particular series, after the deduction or withholding, shall equal the amounts which would have been payable with
respect to interest on the Subordinated Debt Securities if the deduction or withholding had not been required. However, this will
not apply to any such amount with respect to interest that would not have been deducted or withheld but for the fact that:


 


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


 


(ii) except
in the case of a winding-up in the United Kingdom, the relevant Subordinated Debt Security is presented (where presentation is required)
for payment in the United Kingdom,


 


(iii)
the relevant Subordinated Debt Security 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 Subordinated Debt Security or the Beneficial Owner of any payment of, or in respect of,
principal of, or any interest or other payment on, the Subordinated Debt Security 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 the 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
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 US 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 or issued in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement, or


 






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


 


nor shall
Additional Amounts be paid with respect to any payment on the Subordinated Debt Securities 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 with respect to interest
on the Subordinated Debt Securities, had it been the Holder.


 


Whenever
in this Subordinated Indenture there is mentioned, in any context, the payment of interest on any Subordinated Debt Security of any series
such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that,
in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and as
if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention
is not made. Upon request from the Trustee or a paying agent, the Company shall provide information reasonably necessary and readily
available in order to enable to the Trustee or paying agent to determine whether any withholding obligations under FATCA apply. None
of the Company, the Trustee or a paying agent shall have any liability in connection with the Company’s or Trustee’s or paying
agent’s compliance with any such withholding obligation under applicable law.


 


Article
5

MISCELLANEOUS


 


Section 5.01.     
Effect of Supplemental Indenture. Upon the execution and delivery of this Ninth Supplemental Indenture by each of the Company
and the Trustee, and the delivery of the documents referred to in ‎Section 5.02 herein, the Subordinated Indenture shall be
supplemented in accordance herewith, and this Ninth Supplemental Indenture shall form a part of the Subordinated Indenture for all purposes
in respect of the Securities or otherwise as applicable.


 


Section 5.02.     
Other Documents to be Given to the Trustee. The Trustee shall be entitled to receive an Officer’s Certificate and
an Opinion of Counsel stating the conditions contained in Section 1.02 of the Subordinated Indenture and, in the case of the Opinion
of Counsel, stating the Indenture is a legal, binding and valid obligation of the Company enforceable in accordance with its terms. As
specified in Section 9.03 of the Subordinated Indenture and subject to the provisions of Section 6.03 of the Subordinated Indenture,
the Trustee shall also be entitled to receive an Opinion of Counsel stating that that this Ninth Supplemental Indenture is authorized
or permitted by the Subordinated Indenture, and the Ninth Supplemental Indenture, and the Securities whose terms are incorporated by
reference herein are each, subject to Section 1.03 of the Subordinated Indenture, a legal, valid and binding obligation of the Company
enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws relating to or affecting creditor’s rights generally, by equitable principles of general applicability
and by possible judicial actions giving effect to governmental actions or foreign laws affecting creditors’ rights, and the Ninth
Supplemental Indenture is permitted under the Indenture. The Trustee may rely on such Officer’s Certificate and Opinion of Counsel
as conclusive evidence that this Ninth Supplemental Indenture complies with the applicable provisions of the Subordinated Indenture.


 






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Section 5.03.     
Confirmation of Indenture. The Subordinated Indenture, as supplemented and amended by this Ninth Supplemental Indenture
with respect to the Securities or otherwise as applicable, is in all respects ratified and confirmed, and the Subordinated Indenture,
this Ninth Supplemental Indenture and all indentures supplemental thereto shall, in respect of the Securities or otherwise as applicable,
be read, taken and construed as one and the same instrument. This Ninth Supplemental Indenture constitutes an integral part of the Subordinated
Indenture and, where applicable, with respect to the Securities. In the event of a conflict between the terms and conditions of the Subordinated
Indenture and the terms and conditions of this Ninth Supplemental Indenture, the terms and conditions of this Ninth Supplemental Indenture
shall prevail where applicable.


 


Section 5.04.     
Concerning the Trustee. The Trustee does not make any representations as to the validity or sufficiency of this Ninth Supplemental
Indenture or the Securities. The recitals and statements herein are deemed to be those of the Company and not the Trustee. In entering
into this Ninth Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the Subordinated Indenture
relating to the conduct of or affecting the liability of or affording protection to the Trustee.


 


Section 5.05.     
Governing Law. This Ninth Supplemental Indenture and the Securities shall be governed by and construed in accordance with
the laws of the State of New York, except that (i) the authorization and execution by the Company of this Ninth Supplemental Indenture
and the Securities shall be governed by (in addition to the laws of the State of New York relevant to execution) the respective jurisdictions
of the Company and the Trustee and the Subordinated Debt Security Registrar, as the case may be and (ii) ‎Section 3.18 of
this Ninth Supplemental Indenture (other than the Trustee’s and the Subordinated Debt Security Registrar’s own rights, duties
or immunities thereunder) and the third paragraph of Section 5.03 of the Subordinated Indenture in relation to the waiver of any right
of set-off or counterclaim with respect to the Securities or the Indenture shall be governed by and construed in accordance with the
laws of Scotland.


 


Section 5.06.     
Separability. In case any provision contained in this Ninth Supplemental Indenture shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 






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Section 5.07.     
Concerning U.K. Bail-in Liability. Notwithstanding and to the exclusion of any other term of this Ninth Supplemental Indenture
or the Subordinated Indenture or any other agreements, arrangements, or understanding between the Company and the Trustee, the Trustee
acknowledges and accepts that a U.K. Bail-in Liability arising under this Agreement may be subject to the exercise of U.K. Bail-in Powers
by the relevant U.K. resolution authority, and acknowledges, accepts, and agrees to be bound by:


 


(a)           
the effect of the exercise of U.K. Bail-in Powers by the relevant U.K. resolution authority in relation to any U.K. Bail-in Liability
of the Company to the Trustee under this Ninth Supplemental Indenture or the Subordinated Indenture, that (without limitation) may include
and result in any of the following, or some combination thereof:


 


(i)           
the reduction of all, or a portion, of the U.K. Bail-in Liability or outstanding amounts due thereon;


 


(ii)           
the conversion of all, or a portion, of the U.K. Bail-in Liability into shares, other securities or other obligations of the Company
or another person (and the issue to or conferral on the Trustee of such shares, securities or obligations);


 


(iii)           
the cancellation of the U.K. Bail-in Liability; and/or


 


(iv)           
the amendment or alteration of any interest, if applicable, thereon, the Maturity or the dates on which any payments are due,
including by suspending payment for a temporary period; and


 


(b)           
the variation of the terms of this Ninth Supplemental Indenture, as deemed necessary by the relevant U.K. resolution authority,
to give effect to the exercise of U.K. Bail-in Powers by the relevant U.K. resolution authority.


 


“U.K. Bail-in Legislation”
means Part I of the U.K. Banking Act 2009 and any other law, regulation, rule or requirement applicable from time to time in the U.K.
relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise
than through liquidation, administration or other insolvency proceedings).


 


“U.K.
Bail-in Liability” means a liability in respect of which the U.K. Bail-in Powers may be exercised.


 






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“U.K. Bail-in Powers”
means any write-down, conversion, transfer, modification or suspension power existing from time to time under any laws, regulations,
rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated
in the United Kingdom in effect and applicable in the United Kingdom to Lloyds Banking Group plc or its affiliates, including but not
limited to any such laws, regulations, rules or requirements which are implemented, adopted or enacted in the United Kingdom within the
context of the U.K. resolution 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 (the “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.


 


“Write-down and Conversion
Powers” means the powers under the Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank
or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person
or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or
obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been
exercised under it or to suspend any obligation in respect of that liability.


 


Section 5.08.     
Counterparts. Electronic Signatures. This Ninth Supplemental Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. The words “execution,”
“signed,” “signature,” and words of like import in this Supplemental Indenture or in any certificate, agreement
or document related to this Thirteenth Supplemental Indenture shall include electronic signatures (including, without limitation, DocuSign
and Adobe Sign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record
created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability
as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any
other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial
Code.


 


Section 5.09.     
Bail-in Relating to BRRD Party. Notwithstanding any other term of this Agreement or any other agreements, arrangements,
or understanding between the parties, each counterparty to a BRRD Party under this Agreement acknowledges, accepts, and agrees to be
bound by:


 


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


 






    33 


     


    

 


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


 


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


 


(iii)           
the cancellation of the BRRD Liability;


 


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


 


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


 


[Signature Pages
Follow]


 




    34 


     


    

 


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


 





	 	LLOYDS BANKING GROUP PLC, as Issuer 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Claire Elizabeth Padley
	 	 	Name:	Claire Elizabeth Padley
	 	 	Title: 	Head of Capital, Holding Company, and Resolution





 


[Signature Page to Ninth Supplemental Indenture]


 



     


     


    
 


	 	THE BANK OF NEW YORK MELLON, acting through its London Branch, as Trustee
	 	 
	 	By:	/s/ Tina Howson
	 	 	Name:	Tina Howson
	 	 	Title:	Authorized Signatory


   

 


	 	The Bank of New York Mellon SA/NV, Dublin Branch, as Subordinated Debt Security Registrar
	 	 
	 	By:	/s/ Tina Howson
	 	 	Name:	Tina Howson
	 	 	Title:	Authorized Signatory


 


 


[Signature
Page to Ninth Supplemental Indenture]


 



     


     


    

 


EXHIBIT A


 


FORM OF GLOBAL
SECURITY


 


UNLESS AND UNTIL
IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY
TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME
AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


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



 






    A-1 


     


    

 


ISIN
No. [•]


Common
Code: [•]


 


LLOYDS BANKING GROUP
PLC


 


[•]% FIXED
RATE RESET SUBORDINATED DEBT SECURITIES DUE 2046 WITH A CALL DATE IN 2041


 


	No. [•]	$[•]


 


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 $[•] ([•] hundred million U.S. dollars) on December 14,
2046 or on such earlier date as the principal hereof may become due in accordance with the terms hereof and to pay interest thereon semi-annually
in arrears on June 14 and December 14 of each year, commencing on June 14, 2022, and ending on December 14, 2046 (each, a “Payment
Date”). Interest so payable on any Payment Date shall be paid to the holder in whose name this Subordinated Debt Security is registered
on May 31 and November 30 immediately preceding the related Payment Date, as applicable, whether or not a Business Day (each a “Regular
Record Date”). If (i) the Company fails to pay any installment of interest on any Subordinated Debt Security on or before its 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 Subordinated Debt
Security 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 or a Qualifying Administration, provided that the Trustee may not, upon the occurrence of a Default, declare the principal
amount of any of the Outstanding Subordinated Debt Securities to be due and payable.


  





Interest shall accrue on this Subordinated Debt
Security from (and including) the date of issuance to (but excluding) December 14, 2041 (the “Reset Date”) at the rate per
annum equal to (a) the yield, rounded to three decimal places when expressed as a percentage and calculated by BofA Securities, Inc.,
Credit Suisse Securities (USA) LLC and Lloyds Securities Inc. in accordance with standard market practice, that corresponds to the bid-side
price of 1.750% U.S. Treasury Notes due August 15, 2041 as of the Pricing Time (as defined below) as displayed on the Bloomberg Government
Pricing Monitor page FIT1 (or any recognized quotation source selected by the Company in its sole discretion if such quotation report
is not available or is manifestly erroneous) plus (b) a fixed spread of 150 basis points (the “Initial Interest Rate”) and
from (and including) the Reset Date to (but excluding) December 14, 2046 (the “Maturity”) (the “Reset Period”),
at a rate per annum calculated by the Calculation Agent on the second Business Day immediately preceding the Reset Date (the “Reset
Determination Date”) as being equal to the sum of the applicable U.S. Treasury Rate (as defined below) (expressed as a rate per
annum) and 1.50% (the “Margin”), such sum being converted to a semi-annual rate in accordance with market convention (rounded
to three decimal places, with 0.0005 rounded down) (the “Reset Rate of Interest”).


  






    A-2 


     


    

 


Interest on the
Subordinated Debt Securities will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of
an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Interest Payment Date is not
a Business Day, the Company will pay interest on the next Business Day, but interest on that payment will not accrue during the period
from and after the scheduled Interest Payment Date. If the scheduled Maturity date or date of redemption or repayment is not a Business
Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment will not accrue during
the period from and after the scheduled Maturity date or date of redemption or repayment.








Payment of the principal
amount of (and premium, if any) and any interest on, this Subordinated Debt Security will be made in U.S. dollars. Such payment shall
be made through one or more Paying Agents appointed under the Indenture to the Holder of this Subordinated Debt Security. 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 with the same force and effect as if made on such date
for payment and without any interest or other payment in respect of such delay.


 


Prior to due presentment
of this Subordinated Debt Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Subordinated Debt Security is registered as the owner of such Subordinated Debt Security for
the purpose of receiving payment of principal and interest, if any, on such Subordinated Debt Security and for all other purposes whatsoever,
whether or not such Subordinated Debt Security 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 Subordinated Debt Security set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


 


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


 






    A-3 


     


    

 


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, the Subordinated Debt Securities; (ii) the conversion of all, or a portion, of the principal amount of, or
interest on, the Subordinated Debt Securities into shares or other securities or other obligations of the Company or another person (and
the issue to or conferral on the holder of such shares, securities or obligations), including by means of amendment, modification or variation
of the terms of the Subordinated Debt Securities; and/or (iii) the amendment or alteration of the Maturity of the Subordinated Debt Securities,
or amendment of the amount of interest due on the Subordinated Debt Securities, or the dates on which interest becomes payable, including
by suspending payment for a temporary period; any U.K. bail-in power may be exercised by means of variation of the terms of the Subordinated
Debt Securities solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. With respect
to (i), (ii) and (iii) above, references to principal and interest shall include payments of principal and interest that have become due
and payable (including principal that has become due and payable at Maturity), but which have not been paid, prior to the exercise of
any U.K. bail-in power. Each Holder and each Beneficial Owner of the Subordinated Debt Securities further acknowledges and agrees that
the rights of the Holders and/or Beneficial Owners under the Subordinated Debt Securities are subject to, and will be varied, if necessary,
solely to give effect to, the exercise of any U.K. bail-in power by the relevant U.K. resolution authority.


  


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, including but not limited to any such
laws, regulations, rules or requirements which are implemented, adopted or enacted in the United Kingdom within the context of the U.K.
resolution regime under the Banking Act 2009 as the same has been or may be amended from time to time (whether pursuant to the Banking
Reform Act 2013, secondary legislation or otherwise), pursuant to which obligations of a bank, banking group company, credit institution
or investment firm or any of its affiliates can be reduced, 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).


  


“U.S.
Treasury Rate” means, with respect to the Reset Date, the rate per annum equal to: (1) the yield on actively traded U.S. Treasury
securities adjusted to constant maturity for one-year maturities on the Reset Determination Date and appearing under the caption “Treasury
constant maturities” on the Reset Determination Date in the applicable most recently published statistical release designated “H.15
Daily Update”, or any successor publication that is published by the Board of Governors of the Federal Reserve System that establishes
yields on actively traded U.S. Treasury securities adjusted to constant maturity, under the caption “Treasury Constant Maturities”,
for the maturity of five years; or (2) if such release (or any successor release) is not published on the Reset Determination Date, or
does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for the Reset Date.


 






    A-4 


     


    

 


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


 


If the U.S. Treasury
Rate cannot be determined, for whatever reason, as described under (1) or (2) above, “U.S. Treasury Rate” means the rate
in percentage per annum as notified by the Calculation Agent to the Company equal to the yield on U.S. Treasury securities having a maturity
of five years as set forth in the most recently published statistical release designated “H.15 Daily Update” under the caption
“Treasury constant maturities” (or any successor publication that is published weekly by the Board of Governors of the Federal
Reserve System and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption
“Treasury Constant Maturities” for the maturity of five years) on the Reset Determination Date.


 





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


  


“Calculation
Agent” means The Bank of New York Mellon, London Branch, or its successor appointed by the Company from time to time in accordance
with the Calculation Agent Agreement between the Company and The Bank of New York Mellon, London Branch, dated as of the Issue Date.


 


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


 


“Comparable
Treasury Price” means, with respect to the Reset Date, (i) the arithmetic average of the Reference Treasury Dealer Quotations for
the Reset Date received by the Company (calculated on the Reset Determination Date), after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are received by the Company, the arithmetic
average of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations are received by the Company, then
such Reference Treasury Dealer Quotation as quoted in writing to the Company by a Reference Treasury Dealer.


 


“Reference
Treasury Dealer” means each of up to five banks selected by the Company, or the affiliates of such banks, which are (i) primary
U.S. Treasury securities dealers, and their respective successors (as long as such successors are also primary U.S. Treasury securities
dealers), or (ii) market makers in pricing comparable corporate bond issues denominated in U.S. dollars.


 


“Reference
Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and the Reset Date, the arithmetic average, as
determined by the Calculation Agent, of the bid and offered prices for the applicable Comparable Treasury Issue, expressed in each case
as a percentage of its principal amount, at 11:00 a.m. (New York City time), on the Reset Determination Date.


 






    A-5 


     


    

 


IN WITNESS WHEREOF,
the Company has caused this Subordinated Debt Security to be duly executed.


 


Dated: 


 


	 	LLOYDS BANKING GROUP PLC
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 



    A-6 


     


    

 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Subordinated Debt Securities of the series designated herein referred to in the within-mentioned Indenture.


 


Dated: 


 





	 	THE BANK OF NEW YORK MELLON, 

acting through its London Branch,

as Trustee
	 	 
	 	 
	 	By:	 
	 	 	Authorized Signatory
	 	 	 


 




    A-7 


     


    

 


[REVERSE OF SECURITY]


 


This security is one of a duly authorized issue
of securities of the Company (herein called the “Subordinated Debt Securities”) issued and to be issued in one or more series
under a Subordinated Indenture, dated as of November 4, 2014 (herein called the “Subordinated Indenture”), between the Company,
as issuer, and The Bank of New York Mellon, as Trustee (herein called the “Trustee,” which term includes any successor trustee
under the Subordinated Indenture), as supplemented by the Ninth Supplemental Indenture, dated as of December 14, 2021, among the Company,
the Trustee and The Bank of New York Mellon SA/NV, Dublin Branch, as Subordinated Debt Security Registrar (the “Ninth Supplemental
Indenture, and, together with the Subordinated 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 Subordinated Debt Securities and of the terms upon which the Subordinated Debt Securities
are, and are to be, authenticated and delivered.


  


This Subordinated
Debt Security is one of the series designated on the face hereof, initially limited in aggregate principal amount to $[•]. The Company
may, from time to time, without the consent of the Holders of the Subordinated Debt Securities, issue additional Subordinated Debt Securities
of one or more of the series of Subordinated Debt Securities issued under the Subordinated Indenture, having the same ranking and the
same interest rate, Maturity, redemption terms and other terms as the Subordinated Debt Securities, except for the price to the public,
issue date and first Interest Payment Date, provided that such additional Subordinated Debt Securities must be fungible with the outstanding
Subordinated Debt Securities for U.S. federal income tax purposes. Any such additional Subordinated Debt Securities, together with the
Subordinated Debt Securities of the applicable series, will constitute a single series of Subordinated Debt Securities under the Subordinated
Indenture and shall be included in the definition of “Securities” in the Subordinated Indenture where the context requires.


 


The Subordinated
Debt Securities will constitute our direct, unconditional, unsecured, unguaranteed and subordinated obligations ranking pari passu
without any preference among themselves and ranking junior in right of payment to the claims of any existing and future unsecured
and unsubordinated indebtedness of the Company.


 


The rights of the
Holders of the Subordinated Debt Securities of this series are, to the extent and in the manner set forth in Section 12.01 of the Indenture,
subordinated to the claims of all Senior Creditors of the Company, and this series of Subordinated Debt Securities is issued subject
to the provisions of that Section 12.01, and the Holders of this series of Subordinated Debt Securities, by accepting the same, agree
to and shall be bound by such provisions. The provisions of Section 12.01 of the Indenture and the terms of this paragraph are governed
by, and shall be construed in accordance with, the laws of Scotland.


 






    A-8 


     


    

 


If an Event of Default
occurs with respect to Subordinated Debt Securities of any series, then in every such case the Trustee or the Holder or Holders of not
less than 25% in aggregate principal amount of the Outstanding Subordinated Debt Securities of this series may declare the principal
amount, together with accrued interest (if any), and Additional Amounts (if any), payable on such Subordinated Debt Securities, of all
the Subordinated Debt Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given
by the Holder or Holders), and upon any such declaration such amount shall become immediately due and payable.


 


Except as otherwise
provided in Article 5 of the Indenture, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of
the Holders of the Subordinated Debt Securities 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 Subordinated 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
Subordinated 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 Subordinated Debt Securities
prior to any date on which the principal of, or any interest on, the Subordinated Debt Securities 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 or a Qualifying Administration
for all due and payable amounts, provided that the Trustee may not, upon the occurrence of a Default, declare the principal amount of
any of the Outstanding Subordinated Debt Securities to be due and payable.


 


Failure to make
any payment in respect of this Subordinated Debt Security 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 clause 5.03(a)
of the Indenture) or seven days (in the case of payments under clause 5.03(b) Indenture) after the Trustee gives written notice to the
Company informing it of such resolution.


 






    A-9 


     


    

 


Subject to applicable
law, no Holder or Beneficial Owner of the Subordinated Debt Securities 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 Subordinated
Debt Securities. The Holders and Beneficial Owners of Subordinated Debt Securities, by virtue of its holding of any Subordinated Debt
Securities deemed to have waived any right of set-off, counterclaim, or combination of accounts, compensation and retention with respect
to the Subordinated Debt Securities or this Subordinated Indenture (or between the obligations under or in respect of any Subordinated
Debt Securities 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 Indenture shall be available to the Trustee (on behalf of the Holders) or the
Holders, whether for the recovery of amounts owing in respect of the Subordinated Debt Securities 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 Subordinated Debt Securities or under the Subordinated
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 Subordinated Debt Securities will be made without deduction or withholding for, or on account of, any and all present and future
income, stamp and other taxes, levies, imposts, duties, charges or fees imposed, 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 payments of interest on (but not principal or any other payments),
the Subordinated Debt Securities (“Additional Amounts”) that are necessary in order that the net amounts paid to the Holders
of Subordinated Debt Securities of the particular series, after the deduction or withholding, shall equal the amounts which would have
been payable with respect to interest on the Subordinated Debt Securities if the deduction or withholding had not been required. However,
this will not apply to any such amount with respect to interest that would not have been deducted or withheld but for the fact that:


 


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


 


(ii) except in the
case of winding-up in the United Kingdom, the relevant Subordinated Debt Security is presented (where presentation is required) for payment
in the United Kingdom;


 


(iii) the relevant
Subordinated Debt Security 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;


 






    A-10 


     


    

 


(iv) the
Holder or the Beneficial Owner of the relevant Subordinated Debt Security or the Beneficial Owner of any payment of, or in respect of,
principal of, or any interest or other payment on, the Subordinated Debt Security 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 the 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
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 US 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 or issued in any jurisdiction implementing, or relating to, FATCA or any intergovernmental agreement; or


 


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


 


nor shall Additional
Amounts be paid with respect to any interest payment on the Subordinated Debt Securities 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 with respect to interest
on the Subordinated Debt Securities, had it been the Holder.


 


Whenever in the
Indenture there is mentioned, in any context, the payment of interest on any Subordinated Debt Securities of any series such mention
shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and as if express mention
of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made. Upon
request from the Trustee or a paying agent, the Company shall provide information reasonably necessary and readily available in order
to enable to the Trustee or paying agent to determine whether any withholding obligations under FATCA apply. None of the Company, the
Trustee or a paying agent shall have any liability in connection with the Company’s or Trustee’s or paying agent’s
compliance with any such withholding obligation under applicable law.


 






    A-11 


     


    

 


Subordinated Debt
Securities may not be redeemed except in accordance with provisions of applicable law, applicable provisions of the Applicable Regulations
and except as provided in the Indenture. The Subordinated Debt Securities may not be redeemed in whole or in part at the option of the
Holder thereof.


 


Subject to the limitations
specified below, the Company may, at the option of the Company, on not less than 30 nor more than 60 days’ notice, redeem the Subordinated
Debt Securities, as a whole but not in part, at a redemption price equal to 100% of the principal amount, of the Subordinated Debt Securities
then outstanding, together with any accrued interest to (but excluding) the date fixed for redemption, if at any time the Company determines
that:


 


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


 


(ii)           a
Tax Law Change would:


 


(A)       result
in the Company not being entitled to claim a deduction in respect of any payments (or its corresponding funding costs as recognized in
its financial statements) in respect of the Subordinated Debt Securities in computing its taxation liabilities or the amount or value
of such deduction to the Company would be materially reduced;


 


(B)       prevent
the Subordinated Debt Securities from being treated as loan relationships for United Kingdom tax purposes;


 


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


 






    A-12 


     


    

 


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


 


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


 


(each such Tax Law Change, a “Tax
Event”); provided, however, in each case that the Company could not avoid the consequences of the Tax Event by taking
measures reasonably available to it.


 


Prior to the delivery
of any such notice of redemption, the Company shall deliver to the Trustee (i) a written legal opinion of independent United Kingdom
counsel of recognized standing (selected by the Company), in a form satisfactory to the Trustee, to the effect that a Tax Event has occurred,
and (ii) an Officer’s Certificate confirming (1) that all the conditions necessary for redemption have occurred and that the Company
could not avoid the consequences of the Tax Event by taking measures reasonably available to it, and (2) that the Relevant Regulator
is satisfied that the relevant change or event is material and was not reasonably foreseeable by the Company on the Issue Date. The Trustee
is entitled to conclusively rely on and accept such opinion and Officer’s Certificate without any duty whatsoever of further inquiry
and without liability to any person, in which event such opinion and Officer’s Certificate shall be conclusive and binding on the
Trustee, the Holders and the Beneficial Owners.


 


Subject to the conditions
set out below, the Subordinated Debt Securities are redeemable, as a whole but not in part, at the option of the Company, on not less
than 30 calendar days’ nor more than 60 calendar days’ notice, at any time, at a redemption price equal to 100% of the principal
amount, together with accrued but unpaid interest, if any, in respect of Subordinated Debt Securities to, but excluding, the date fixed
for redemption if, immediately prior to the giving of the notice referred to above, a Capital Disqualification Event has occurred.


 


Prior to the giving
of any notice of redemption, the Company must deliver to the Trustee an Officer’s Certificate stating that (i) a Capital Disqualification
Event has occurred, and (ii) the Company has demonstrated to the satisfaction of the Relevant Regulator that the relevant change was
not reasonably foreseeable by the Company as at the Issue Date. The Trustee shall be entitled to accept such Officer’s Certificate
without any further inquiry and without liability to any person, in which event such Officer’s Certificate shall be conclusive
and binding on the Trustee and the Holders and Beneficial Owners.


 






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Subject to the conditions
set out below, the Company may from time to time purchase Subordinated Debt Securities in the open market or by tender or by private
agreement, in any manner and at any price or at differing prices. Subordinated Debt Securities purchased or otherwise acquired by the
Company may be held, resold or at the Company’s sole discretion, surrendered to the Trustee for cancellation (in which case all
Subordinated Debt Securities so surrendered will forthwith be cancelled in accordance with applicable law and thereafter may not be re-issued
or resold).


 


Subject to the conditions
set out below, the Subordinated Debt Securities are redeemable, as a whole but not in part, at the option of the Company, on not less
than 15 calendar days’ nor more than 30 calendar days’ notice to each Holder of Subordinated Debt Securities to be redeemed,
at any time, at a redemption price equal to 100% of the principal amount, together with accrued but unpaid interest, if any, in respect
of such series of Subordinated Debt Securities to, but excluding, the date fixed for redemption, at the option of the Company on any
date in the period commencing on (and including) September 15, 2026 and ending on (and including) the Reset Date.


 


Upon the occurrence
of a Capital Disqualification Event, the Company may, subject to the conditions set out in Section 11.13 of the Ninth Supplemental Indenture,
but without any requirement for the consent or approval of the Holders of the Subordinated Debt Securities, at any time (whether before,
on or following the Reset Date) either substitute all (but not some only) of the Subordinated Debt Securities for, or vary the terms
of the Subordinated Debt Securities so that they remain or, as appropriate, become, Compliant Securities, and the Trustee shall (subject
to the below) agree to such substitution or variation. Upon the expiry of such notice, the Company shall either vary the terms of or
substitute the Subordinated Debt Securities, as the case may be.


 


Prior to the giving
of any notice of substitution or variation, the Company must deliver to the Trustee an Officer’s Certificate stating that a Capital
Disqualification Event, has occurred, setting out the details thereof, and stating that the terms of the relevant Compliant Securities
comply with the definition thereof. The Trustee shall be entitled to accept such Officer’s Certificate without any further inquiry,
in which event such Officer’s Certificate shall be conclusive and binding on the Trustee and the Holders and Beneficial Owners
of the Subordinated Debt Securities.


 


“Compliant
Securities” means securities issued directly by the Company that:


 


(a) have terms not
materially less favorable to an investor than the terms of the Subordinated Debt Securities (as reasonably determined by the Company
in consultation with an investment bank or financial adviser of international standing (which in either case is independent of the Company))
and provided that the Company has delivered an Officer’s Certificate to such effect (including as to such consultation) to the
Trustee (upon which the Trustee shall be entitled to rely without further inquiry and without liability to any person) prior to the issue
or variation of the relevant securities);


 






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(b) subject to (a)
above (1) contain terms which comply with the then current requirements of the Relevant Regulator in relation to Tier 2 capital; (2)
provide for the same interest rate and Interest Payment Dates from time to time applying to the Subordinated Debt Securities; (3) rank
pari passu with the ranking of the Subordinated Debt Securities; (4) preserve any existing rights under the Indenture to any accrued
interest or other amounts which have not been either paid or canceled; and (5) preserve the obligations of the Company as to payments
of principal in respect of the Subordinated Debt Securities, including (without limitation) as to the timing and amount of such payments;


 


(c) are (1) listed
on the New York Stock Exchange or (2) listed on such other stock exchange as is a Recognized Stock Exchange at that time as selected
by the Company; and


 


(d) where the Subordinated
Debt Securities which have been substituted or varied had a published rating (solicited by, or assigned with the cooperation of, the
Company) from a Rating Agency immediately prior to their substitution or variation, each such Rating Agency has ascribed, or announced
its intention to ascribe, an equal or higher published rating to the relevant Compliant Securities.


 


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


 


The Subordinated
Debt Securities may be redeemed, purchased, substituted or varied by the Company prior to Maturity as provided in the foregoing paragraphs,
subject to:


 


(a) the Company
giving notice to the Relevant Regulator and the Relevant Regulator granting permission to the Company to redeem, purchase, substitute
or vary the Subordinated Debt Securities as the case may be (in each case to the extent, and in the manner, required by the relevant
Applicable Regulations);


 


(b) in respect of
any redemption of the Subordinated Debt Securities proposed to be made prior to the fifth anniversary of the Issue Date, if and to the
extent then required under the Applicable Regulations (a) in the case of an optional redemption due to a Tax Event, the Company having
demonstrated to the satisfaction of the Relevant Regulator that the relevant change or event is material and was not reasonably foreseeable
by the Company as at the Issue Date or (b) in the case of redemption following the occurrence of a Capital Disqualification Event, the
Company having demonstrated to the satisfaction of the Relevant Regulator that the relevant change was not reasonably foreseeable by
the Company as at the Issue Date;


 


(c) if and to the
extent then required under the Applicable Regulations, either: (A) the Company having replaced the Subordinated Debt Securities with
instruments qualifying as own funds of equal or higher quality on terms that are sustainable for the income capacity of the Company;
or (B) (save in the case of sub-paragraph (d)(A) below) the Company demonstrating to the satisfaction of the Relevant Regulator that
the own funds and eligible liabilities of the Company would, following such redemption or purchase, substitution or variation, exceed
its minimum applicable capital requirements (including any applicable buffer requirements) by a margin that the Relevant Regulator considers
necessary at such time; and


 






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


 


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


 


If the Company elects
to redeem the Subordinated Debt Securities, the Subordinated Debt Securities 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 Subordinated
Debt Securities of this series shall terminate.


 


Notwithstanding
any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of the Subordinated Debt
Securities, by purchasing or acquiring the Subordinated Debt Securities, each Holder (including each Beneficial Owner) of the Subordinated
Debt Securities 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, the Subordinated Debt Securities; (ii) the conversion of all, or a portion, of the principal amount of, or
interest on, the Subordinated Debt Securities into shares or other securities or other obligations of the Company or another person;
and/or (iii) the amendment or alteration of the Maturity of the Subordinated Debt Securities, or amendment of the amount of interest
due on the Subordinated Debt Securities, or the dates on which interest becomes payable, including by suspending payment for a temporary
period; which U.K. bail-in power may be exercised by means of variation of the terms of the Subordinated Debt Securities solely to give
effect to the exercise by the relevant U.K. resolution authority of such U.K. bail-in power. With respect to (i), (ii) and (iii) above,
references to principal and interest shall include payments of principal and interest that have become due and payable (including principal
that has become due and payable at Maturity), but which have not been paid, prior to the exercise of any U.K. bail-in power. Each Holder
and Beneficial Owner of the Subordinated Debt Securities further acknowledges and agrees that the rights of the Holders and/or Beneficial
Owners under the Subordinated Debt Securities are subject to, and will be varied, if necessary, solely to give effect to, the exercise
of any U.K. bail-in power by the relevant U.K. resolution authority.


 






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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, including but not limited to any such
laws, regulations, rules or requirements which are implemented, adopted or enacted in the United Kingdom within the context of the U.K.
resolution regime under the Banking Act 2009 as the same has been or may be amended from time to time (whether pursuant to the Banking
Reform Act 2013, secondary legislation or otherwise), pursuant to which 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.


 


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


 


Neither a reduction
or cancellation, in part or in full, of the principal amount of, or interest on, the Subordinated Debt Securities or the conversion thereof
into another security or obligation of the Company or another person, as a result of the exercise of the U.K. bail-in power by the relevant
U.K. resolution authority with respect to the Company, nor the exercise of the U.K. bail-in power by the relevant U.K. resolution authority
with respect to the Subordinated Debt Securities will be a default or an event of default for any purpose.


 


The Company’s
obligations to indemnify the Trustee in accordance with Section 6.07 of the Subordinated Indenture shall survive the exercise of the
U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Debt Securities.


 


By its acquisition
of the Subordinated Debt Securities, each Holder and each Beneficial Owner of the Subordinated Debt Securities 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 Subordinated Debt
Securities.


 






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By its acquisition
of the Subordinated Debt Securities each Holder and each Beneficial Owner of the Subordinated Debt Securities acknowledges and agrees
that:


 


(i) the
U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated 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) 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 under Section 5.12 of the Subordinated Indenture, and (b) neither the Subordinated Indenture nor this Ninth 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, the Subordinated Debt Securities remain outstanding (for example, if the exercise of the U.K. bail-in
power results in only a partial write-down of the principal of the Subordinated Debt Securities), then the Trustee’s duties under
the Subordinated Indenture shall remain applicable with respect to the Subordinated Debt Securities following such completion to the
extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Subordinated Indenture,
unless the Company and the Trustee agree that a supplemental indenture is not necessary; and,


 


(iii)
it 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 Subordinated Debt Securities and (ii) authorized,
directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Subordinated Debt Securities
to take any and all necessary action, if required, to implement the exercise of any U.K. bail-in power with respect to the Subordinated
Debt Securities as it may be imposed, without any further action or direction on the part of such Holder or Beneficial Owner or the Trustee.


 


Upon the exercise
of the U.K. bail-in power by the relevant U.K. resolution authority with respect to the Subordinated Debt Securities, 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 only.


 






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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 Subordinated Debt Securities to be affected thereby by the Company and the Trustee with the consent
of the Holders of not less than two-thirds in principal amount of the Subordinated Debt Securities at the time outstanding. The Indenture
also contains provisions permitting the Holders of a majority in aggregate principal amount of the Outstanding Subordinated Debt Securities,
on behalf of the Holders of all Subordinated Debt Securities, 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 Subordinated Debt
Security shall be conclusive and binding upon such Holder and upon all future Holders of this Subordinated Debt Security and of any Subordinated
Debt Security issued in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Subordinated
Debt Security.


 


No reference herein
to the Indenture and no provision of this Subordinated Debt Security 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 Subordinated Debt Security 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 Subordinated Debt Security of this series shall have any right to institute
any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless such holder fulfills the requirements of Section 5.07 under the Indenture.


 


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


 


The Subordinated
Indenture, the Ninth Supplemental Indenture and the Subordinated Debt Securities are governed by, and construed in accordance with, the
laws of the State of New York, except for the subordination and waiver of set-off provisions relating to the Subordinated Debt Securities,
which are governed by, and construed in accordance with, the laws of Scotland.


 


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


 






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