EXHIBIT 4.5


 





FORM
OF THE FLOATING RATE GLOBAL NOTE


 


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


 



CUSIP No. [●]


ISIN
No. [●]


Common
Code: [●]


 


LLOYDS BANK
plc


 


FLOATING
RATE NOTE DUE 2018


 


Guaranteed
by


LLOYDS BANKING
GROUP plc


 





	No. [●]	$[●]



 


LLOYDS BANK 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 $[●]
([●] million dollars) on August [●], 2018 or on such earlier date as the principal hereof may become due in accordance
with the terms hereof and to pay interest thereon quarterly in arrears on February [●], May [●], August [●]
and November [●], of each year, commencing on November [●], 2015, and ending on August [●], 2018 (each, a “Floating
Rate Interest Payment Date”). Interest so payable on any Floating Rate Interest Payment Date shall be paid to the Holder
in whose name this Senior Note is registered on the 15th calendar day immediately preceding the relevant Floating Rate Interest
Payment Date.


 


Any
interest which is payable, but is not punctually paid or duly provided for, on any Floating Rate Interest Payment Date is herein
called “Default Interest”. Default Interest shall cease to be payable to the registered Holder on the relevant Regular
Record Date by virtue then of having been such Holder, and such Default Interest may be paid by the Company, at its election in
each case, as provided in clause (x) or (y) below: (x) the Company may elect to make payment of any Default Interest to registered
Holders at the close of business on a Special Record Date (a “Special Record Date”) for the payment of such Default
Interest, such Special Record Date to be fixed in accordance with Section 3.07(a) of the


 




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Indenture or, (y)
the Company may make payment of any Default Interest in any other lawful manner not inconsistent with the requirements of any
securities exchange on which this Note may be listed, and upon such notice as may be required by such exchange, if, after notice
given by the Company to the trustee of the proposed payment, such manner of payment shall be deemed practicable by the trustee.


 


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


 


Payment
of the principal amount of (and premium, if any), and any interest on, this Senior Note will be made in such coin or currency
of the United States of America as at the time of payment is legal tender for payment of public and private debts. Such payment
shall be made to the Holder including through a Paying Agent of the Company outside the United Kingdom for collection by the Holder.
If the date for payment of the principal amount hereof (and premium, if any) or interest thereon is not a Business Day, then (subject
as provided in the Indenture) such payment shall be made on the next succeeding Business Day 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 Senior Note for registration of transfer, the Company, the
trustee and any agent of the Company or the trustee may treat the Person in whose name this Senior Note is registered as the
owner of such Senior Note for the purpose of receiving payment of principal and interest, if any, on such Senior Note and for
all other purposes whatsoever, whether or not such Senior Note be overdue, and neither the Company, the trustee nor any agent
of the Company or the trustee shall be affected by notice to the contrary.


 


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


 


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


 


The
exercise of any U.K. bail-in power (as defined below) by the relevant U.K. resolution authority that may result in (i) the reduction
or cancellation of all, or a portion, of the principal amount of, or interest on, this Senior Note; (ii) the conversion of all,
or a portion, of the principal amount of, or interest on, this Senior Note into shares or other securities or other obligations
of the Company or another person; and/or (iii) the amendment or alteration of the maturity of this Senior Note, or amendment of
the amount of interest due on this Senior Note, or the dates on which interest becomes


 




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


 


For
these purposes, a “U.K. bail-in power” is any write-down and/or conversion power existing from time to time under
any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions
and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Company or other
members of the Group, including but not limited to any such laws, regulations, rules or requirements which are implemented, adopted
or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing
a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a U.K. resolution
regime under the Banking Act 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 obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced,
cancelled, amended, transferred and/or converted into shares or other securities or obligations of the obligor or any other person
(and a reference to the “relevant U.K. resolution authority” is to any authority with the ability to exercise a U.K.
bail-in power).


 


[The rest of this
page is intentionally left blank]


 




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


 


Dated:
August [●], 2015


 








	 	LLOYDS BANK
PLC	 
	 	 	 
	 	 	 
	 	By: 	 	 
	 	 	Name:
Title:	 



 


 


[2018
Floating Rate Global Note Signature Page] 









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GUARANTEE OF LLOYDS
BANKING GROUP plc


 


LLOYDS BANKING GROUP plc (herein
called the “Guarantor,” which term includes any successor person under the Indenture (as defined on the reverse hereof))
hereby unconditionally guarantees (the “Guarantee”) to each Holder of this Senior Note the due and punctual payment
of the principal of, any premium and interest on, and any Additional Amounts with respect to such Senior Note and the due and
punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Senior Note and any and all
amounts under the Indenture (including but not limited to, the fees, expenses and indemnities of the Trustee), when and as the
same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, in accordance with
the terms of such Senior Note and of the Indenture. In case of the failure of the Company punctually to pay any such principal,
premium, interest, Additional Amounts or sinking fund payment and any and all amounts under the Indenture, (including but not
limited to, the fees, expenses and indemnities of the Trustee) the Guarantor hereby agrees to pay, or cause any such payment to
be made, punctually when and as the same shall become due and payable, whether at maturity, upon acceleration, redemption, repayment
or otherwise, and as if such payment were made by the Company in accordance with the terms of such Senior Note and of the Indenture.


 


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


 




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IN
WITNESS WHEREOF, the Guarantor has caused
this guarantee
to be duly executed.


 


Dated:
August [●], 2015


 


  






	 	Executed
by LLOYDS BANKING GROUP PLC	 
	 	 	 
	 	 	 
	 	By: 	 	 
	 	 	Name:
Title:	 




 


 


	 		 
	 	 	 
	 	 	 
	 	By: 	 	 
	 	 	Name:
Title:	 




 


 


 


[20[●]
Floating Rate Global Note Signature Page] 









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CERTIFICATE OF AUTHENTICATION


 


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


 


Dated: August [●],
2015


 






 


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







 





 





 


[Floating Rate Global Note Signature
Page] 









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[REVERSE
OF SECURITY]


 


This Senior
Note is one of a duly authorized issue of securities of the Company (herein called the “Senior Notes”) issued and
to be issued in one or more series under a Senior Debt Securities Indenture, dated as of January 21, 2011 (herein called the “Senior
Indenture”), among the Company, as issuer, the Guarantor, as guarantor, and The Bank of New York Mellon, as trustee (herein
called the “Trustee,” which term includes any successor trustee under the Senior Indenture) as supplemented by the
Sixth Supplemental Indenture, dated as of August [●], 2015, among the Company, the Guarantor and the Trustee (the “Sixth
Supplemental Indenture”, and, together with the Senior Indenture, the “Indenture”) to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Senior Notes and of the terms upon
which the Senior Notes are, and are to be, authenticated and delivered.


 


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


 


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


 


The
interest rate for the Senior Notes for the first Floating Rate Interest Period (as defined below) will be LIBOR (as defined below)
as determined on August [●],
2015 plus the Spread. The interest rate for each subsequent Floating Rate Interest Period will be LIBOR as determined on the applicable
Interest Determination Date (as defined below) plus the Spread, in each case calculated on the basis of a 360-day year and the
actual number of days elapsed. The Spread is [●] basis points.


 


The
initial Floating Rate Interest Payment Date (as defined below) will fall on November [●],
2015. Thereafter, interest on the Senior Notes will be paid 


 




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quarterly
in arrears on February [●], May [●], August [●] and November [●],
of each year, commencing on November [●],
2015, and ending on August [●], 2018 (each, a “Floating
Rate Interest Payment Date”). Interest so payable on any Floating Rate Interest Payment Date shall be paid to the Holder
in whose name this Senior Note is registered on the 15th calendar day immediately preceding the relevant Floating Rate Interest
Payment Date (each a “Regular Record Date”). However, if a Floating Rate Interest Payment Date would fall on a day
that is not a Business Day, as defined in the Indenture, other than the interest payment date that is also the date of maturity,
the Floating Rate Interest Payment Date will be postponed to the next succeeding day that is a business day and interest thereon
will continue to accrue, except that if the business day falls in the next succeeding calendar month, the applicable Floating
Rate Interest Payment Date will be the immediately preceding business day. In each such case, except for the Floating Rate Interest
Payment Date falling on the maturity date, the Floating Rate Interest Periods and the Interest Reset Dates (as defined below)
will be adjusted accordingly to calculate the amount of interest payable on the notes.


 


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


 


Interest
will be paid on the Senior Notes to Holders of record of each Senior Note in respect of the principal amount thereof as at the
15th calendar day prior to the relevant Floating Rate Interest Payment Date. The first interest period will begin on and include
August [●], 2015 and will
end on and exclude November [●], 2015. Thereafter, the interest
period will be the periods from and including a Floating Rate Interest Payment Date to but excluding the immediately succeeding
Floating Rate Interest Payment Date (together with the first interest period, each a “Floating Rate Interest Period”).
However, the final Floating Rate Interest Period will be the period from and including the Floating Rate Interest Payment Date
immediately preceding the Maturity Date to but excluding the Maturity Date.


 


The calculation
agent will determine LIBOR (as defined below) for each Floating Rate Interest Period other than the first Floating Rate Interest
Period on the second day in which dealings in United States dollars are transacted or, with respect to any future date, are expected
to be transacted in the London interbank market (a “London Banking Day”) prior to the first day of such Floating Rate
Interest Period (an “Interest Determination Date”).


 




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


 


If no rate
appears on the Designated LIBOR Page, LIBOR will be determined for such Interest Determination Date on the basis of the rates
at approximately 11:00 a.m., London time, on such Interest Determination Date at which deposits in U.S. dollars are offered to
prime banks in the London inter-bank market by four major banks in such market selected by the calculation agent, after consultation
with us, for a term of three months and in a Representative Amount. The calculation agent will request that the principal London
office of each of such banks provide a quotation of its rate. If at least two such quotations are provided, LIBOR for such Floating
Rate Interest Period will be the arithmetic mean of such quotations. If fewer than two such quotations are provided, LIBOR for
such Floating Rate Interest Period will be the arithmetic mean of the rates quoted at approximately 11:00 a.m. in the City of
New York on such Interest Determination Date by three major banks in New York City, selected by the calculation agent, after consultation
with us, for loans in United States dollars to leading European banks, for a term of three months and in a Representative Amount.
If at least two such quotations are provided, LIBOR for such Floating Rate Interest Period will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, then LIBOR for such Floating Rate Period will be LIBOR in effect with respect
to the immediately preceding Floating Rate Interest Period.


 


“Designated
LIBOR Page” means the Reuters Screen LIBOR01 display page, or any successor page, on Reuters or any successor service (or
any such other service(s) as may be nominated by the British Bankers’ Association for the purpose of displaying London interbank
offered rates for US dollar deposits).


 


“Interest
Determination Date” for each Floating Rate Interest Period will be the second London Banking Day preceding the first day
of such Floating Rate Interest Period.


 


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


 


“Representative
Amount” means an amount that in the judgment of the calculation agent is representative for a single transaction in US dollars
in such market at such time.


 




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All calculations
of the calculation agent, in the absence of manifest error, will be conclusive for all purposes and binding on the Issuer and
on the Holders of the Senior Notes.


 


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


 


The interest
rate on the Senior Notes will in no event be higher than the maximum rate permitted by law.


 


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


 


If an Event
of Default with respect to the Senior Notes of this series shall have occurred and be continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of Holders of Senior Notes by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant
or agreement in the Indenture or in aid of the exercise of any power granted thereon, or to enforce any other proper remedy, including
the institution of proceedings in England or Scotland (but not elsewhere) for the winding up of the Company or the Guarantor,
respectively.


 


By acceptance
of the Senior Notes of this Series, the Holder will be deemed to have waived any right of set-off or counterclaim with respect
to such Senior Notes that they might otherwise have against the Company or the Guarantor, whether before or during a winding-up
of the Company or the Guarantor.


 


Amounts to
be paid on the Senior Notes of this Series or under the guarantee 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, 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 or the Guarantor, as the case may be, to make such deduction or


 




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withholding, the Company, or
the Guarantor, as the case may be, will pay additional amounts with respect to the principal of, and interest and any other payments
on, the Senior Notes of this series (“Additional Amounts”) that are necessary in order that the net amounts paid to
the Holders, after the deduction or withholding, shall equal the amounts which would have been payable on the Senior Notes if
the deduction or withholding had not been required. However, this will not apply to any such tax, levy, impost, duty, charge
or fee, which would not have been deducted or withheld but for the fact that:


 


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


 


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


 


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


 


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


 


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


 




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


 


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


 


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


 


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


 


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


 


The Senior
Notes of this series are redeemable, as a whole but not in part, at the option of the Company or the Guarantor, on not less than
30 nor more than 60 days’ notice, on any Floating Rate Interest Payment Date, at a redemption price equal to 100% of the
principal amount, together with accrued but unpaid interest, in respect of the Senior Notes to the date fixed for redemption,
if, at any time, the Company or, if applicable, the Guarantor shall determine that as a result of a change in or amendment to
the laws or regulations of the Taxing Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party), or any
change in the application or interpretation of such laws or regulations (including a decision of any court or tribunal) which
change or amendment becomes effective on or after August [●], 2015:


 


(a) in making
payment under the Senior Notes the Company (or, if applicable, the Guarantor) has or will or would on the next Floating Rate Interest
Payment Date become obligated to pay Additional Amounts;


 




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


 


(c) on the
next Floating Rate Interest Payment Date the Company (or, if applicable, the Guarantor) would not be entitled to claim a deduction
in respect of such payment of interest in computing its United Kingdom taxation liabilities (or the value of such deduction to
the Company would be materially reduced).


 


In any case
where the Company (or, if applicable, the Guarantor) shall determine that as a result of any change in the official application
or interpretation of any laws or regulations it is entitled to redeem the Senior Notes of this series, the Company (or, if applicable,
the Guarantor) shall be required to deliver to the Trustee prior to the giving of any notice of redemption a written legal opinion
of independent United Kingdom counsel of recognized standing (selected by the Company or, if applicable, the Guarantor) in a form
satisfactory to the Trustee confirming that the relevant change in the official application or interpretation of such laws or
regulations has occurred and that the Company (or, if applicable, the Guarantor) is entitled to exercise its right of redemption.


 


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


 


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


 


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


 




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


 


By its acquisition
of the Senior Notes, each Holder and Beneficial Owner of the Securities:


 


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


 


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


 


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


 


By its acquisition
of the Senior Notes, each Holder and Beneficial Owner that acquires its Senior Notes in the secondary market shall be deemed to
acknowledge and agree to be bound by and consent to the same provisions


 




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specified in the Indenture to
the same extent as the Holders and Beneficial Owners of the Senior Notes that acquire the Senior Notes upon their initial issuance,
including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the
Senior Notes related to the U.K. bail-in power.


 


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


 


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


 


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


 


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


 




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hereof, whether or not notation
of such consent or waiver is made upon this Senior Note.


 


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


 


As set forth
in, and subject to, the provisions of the Indenture, no Holder of any Senior Note of this series will have the right to institute
any proceeding with respect to the Indenture, this Senior Note or any remedy thereunder; provided, however, that such limitations
do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal or interest as and when
the same shall have become due and payable in accordance with the terms hereof and the Indenture.


 


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


 


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


 


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






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