Common use of Form, Title, Terms and Payments Clause in Contracts

Form, Title, Terms and Payments. The form of any Security that is designated as an Additional Tier 1 Security shall be evidenced by one or more global certificates in registered form (each, a “Global Certificate”) deposited with a common depositary for Euroclear Bank S.A./N.V. (“Euroclear”) and/or Clearstream Banking, S.A. (“Clearstream, Luxembourg” and, together with Euroclear, the “Clearing Systems”) and registered in the name of such common depositary or its nominee on the Issue Date. Holders of the Additional Tier 1 Securities will hold beneficial interests in the Additional Tier 1 Securities through Euroclear and/or Clearstream, Luxembourg and their respective direct and indirect participants, and such direct and indirect participants will record such beneficial interest on their books. The Global Certificates shall be executed and delivered in substantially the form attached hereto as Exhibit A. The terms of the Global Certificates are hereby incorporated herein by reference and made a part hereof as if set forth herein in full. (a) There is hereby established a new series of Securities designated as the £500,000,000 Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities (the “Additional Tier 1 Securities”). (b) The Additional Tier 1 Securities shall be issued in denominations of £200,000 principal amount and integral multiples of £1,000 in excess thereof. (c) The Additional Tier 1 Securities shall be initially limited in aggregate principal amount to £500,000,000, which amount shall be as set forth in a Company Order for the authentication and delivery of Securities pursuant to ‎Section 3.03 of the Capital Securities Indenture. The Company may from time to time, without the consent of the Holders of the Additional Tier 1 Securities, issue further Additional Tier 1 Securities having the same ranking and same interest rate, interest cancellation terms, redemption terms, Conversion Price and other terms as the Additional Tier 1 Securities described in this Fourth Supplemental Indenture, except for the price to public and Issue Date. Any such further Additional Tier 1 Securities subsequently issued shall rank equally and ratably with the Additional Tier 1 Securities in all respects, so that such further Additional Tier 1 Securities shall be consolidated and form a single series with the Additional Tier 1 Securities. (d) The Additional Tier 1 Securities shall be perpetual Securities and shall have no Stated Maturity in respect of principal. (e) The Additional Tier 1 Securities shall not have a sinking fund. (f) Any proposed transfer of an interest in Additional Tier 1 Securities held in the form of a Global Certificate shall be effected through the book-entry systems maintained by the Clearing Systems. (g) The interest rate on the Additional Tier 1 Securities is set forth in ‎Section 2.02 hereof. (h) All references to Foreign Government Securities and U.S. Government Obligations in the Capital Securities Indenture shall be deleted in their entirety and be inapplicable to the Additional Tier 1 Securities, including but not limited to the definition of outstanding in the Capital Securities Indenture and any references to such terms in Sections 4.01, 4.02 and 4.03 of the Capital Securities Indenture. (i) Payments in respect of the Additional Tier 1 Securities, including payments of principal and interest, shall be subject to the conditions set forth under ‎Section 2.03, ‎Section 2.04 and ‎Section 2.14 hereof. (j) The Additional Tier 1 Securities shall be subject to Automatic Conversion following the occurrence of a Trigger Event as provided in ‎Section 2.16 hereof and shall be subject to the Enforcement Events as provided in ‎Article 4 hereof. (k) The Company may redeem, vary or substitute the Additional Tier 1 Securities in accordance with ‎Section 2.11 hereof. (l) No modifications in respect of Additional Amounts, pursuant to Section 10.04 of the Capital Securities Indenture, shall be applicable to the Additional Tier 1 Securities. (m) The Company shall undertake reasonable efforts to list the Additional Tier 1 Securities on the Global Exchange Market of Euronext Dublin (“Euronext Dublin”) within two months following the Issue Date. The Company shall endeavor to maintain such listing as long as the Additional Tier 1 Securities remain outstanding. (n) The denomination of each interest in a Global Certificate shall be the “Tradable Amount” of such book-entry interest. Prior to the Automatic Conversion, the aggregate Tradable Amount of the interests in each Global Certificate shall equal such Global Certificate’s outstanding principal amount. Following the Automatic Conversion, the principal amount of each Additional Tier 1 Security shall equal zero, but the Tradable Amount of the book-entry interests in each Additional Tier 1 Security shall remain unchanged as a result of the Automatic Conversion.

Form, Title, Terms and Payments. The form of any Contingent Convertible Preferred Security that is designated as an Additional Tier 1 a Preferred Security shall be evidenced by one or more global certificates Global Securities in registered form (each, a “Global CertificatePreferred Security”) deposited with a common depositary for Euroclear Bank S.A./N.V. (“Euroclear”) and/or Clearstream Bankingwith, S.A. (“Clearstream, Luxembourg” and, together with Euroclearor on behalf of, the “Clearing Systems”) Depositary on the Closing Date. Definitive Preferred Securities shall not be issued except as provided in and subject to the provisions of the Contingent Convertible Preferred Securities Indenture. The Global Preferred Securities shall be registered in the name of such common depositary or its the Depositary’s nominee on the Issue Date. Holders of the Additional Tier 1 Securities will hold beneficial interests in the Additional Tier 1 Securities through Euroclear and/or Clearstream, Luxembourg (initially Cede & Co.) and their respective direct and indirect participants, and such direct and indirect participants will record such beneficial interest on their books. The Global Certificates shall be executed and delivered in substantially the form attached hereto as Exhibit A. The terms and provisions of the Global Certificates Preferred Securities are hereby incorporated herein by reference and made a part hereof as if set forth herein in full, except that insofar as the terms and provisions of the Global Preferred Securities may conflict with the provisions set forth herein, the provisions set forth herein (as they may be amended from time to time) shall control and prevail with respect to the terms and provisions of the Global Preferred Securities. (a) There is hereby established a new series of Contingent Convertible Preferred Securities designated as the £500,000,000 Fixed Rate Reset Additional $1,000,000,000 Series 9 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Perpetual Subordinated Securities with the terms provided herein (including Section 1.01(i) hereof) and in the Contingent Convertible Preferred Securities Indenture (as amended hereby) (referred to herein as the “Additional Tier 1 Preferred Securities”). (b) The Additional Tier 1 Preferred Securities shall be issued in denominations carry a Liquidation Preference of £$200,000 principal amount and integral multiples of £1,000 in excess thereofper Preferred Security. (c) The Additional Tier 1 Preferred Securities shall be initially limited in aggregate principal amount Liquidation Preference to £500,000,000, which amount shall be as set forth in a Company Order for the authentication and delivery of Securities pursuant to ‎Section 3.03 of the Capital Securities Indenture$1,000,000,000. The Company may from time to time, without the consent of the Holders of the Additional Tier 1 SecuritiesHolders, issue further Additional Tier 1 additional Preferred Securities having the same ranking and same interest rate, interest cancellation termsDistribution Rate, redemption terms, Conversion Price terms and other terms as the Additional Tier 1 Preferred Securities described in this Fourth Second Supplemental Indenture, except for the price to public initial Accrual Date, Closing Date and Issue first Distribution Payment Date. Any such further Additional Tier 1 additional Preferred Securities subsequently issued shall rank equally and ratably with the Additional Tier 1 Preferred Securities in all respects, so that such further Additional Tier 1 Preferred Securities shall be consolidated and form a single series with the Additional Tier 1 Preferred Securities. (d) The Additional Tier 1 Preferred Securities shall be perpetual Contingent Convertible Preferred Securities and shall have no Stated Maturity stated maturity in respect of principalLiquidation Preference. (e) The Additional Tier 1 Preferred Securities shall not have a sinking fund. No premium, upon redemption or otherwise, shall be payable by the Company on the Preferred Securities. The Preferred Securities shall not be redeemable except as provided in Article 12 of the Contingent Convertible Preferred Securities Indenture (as amended hereby). (f) Any proposed transfer of an interest in Additional Tier 1 the Preferred Securities held in the form of a Global Certificate Preferred Security shall be effected through the book-entry systems system maintained by the Clearing SystemsDepositary. (g) The interest rate Distribution Rate on the Additional Tier 1 Preferred Securities is set forth in ‎Section 2.02 Section 2.02(a) hereof. (h) All references to Foreign Government Securities and U.S. Government Obligations in the Capital Securities Indenture shall be deleted in their entirety and be inapplicable to the Additional Tier 1 Securities, including but not limited to the definition of outstanding in the Capital Securities Indenture and any references to such terms in Sections 4.01, 4.02 and 4.03 of the Capital Securities Indenture. (i) Payments in respect of the Additional Tier 1 Preferred Securities, including payments of principal Liquidation Preference and interestDistributions, shall be subject to the conditions set forth under ‎Section 2.03Section 2.02 hereof and the Contingent Convertible Preferred Securities Indenture (including Sections 3.07, ‎Section 2.04 3.08, 3.09, 3.10, 6.02, Articles 4 and ‎Section 2.14 hereof12 and Section 14.01 thereof, in each case, where applicable, as amended hereby). The Place of Payment of the Preferred Securities shall be as specified in the Indenture. (j) The Additional Tier 1 Securities shall be subject to Automatic Conversion following the occurrence of a Trigger Event as provided in ‎Section 2.16 hereof and shall be subject to the Enforcement Events as provided in ‎Article 4 hereof. (k) The Company may redeem, vary or substitute the Additional Tier 1 Securities in accordance with ‎Section 2.11 hereof. (l) No modifications in respect of Additional Amounts, pursuant to Section 10.04 of the Capital Securities Indenture, shall be applicable to the Additional Tier 1 Securities. (mi) The Company shall undertake reasonable efforts to list the Additional Tier 1 Preferred Securities on the Global Exchange Market of Euronext Dublin (“Euronext Dublin”) within two months following 30 days after the Issue Dateinitial delivery of the Preferred Securities. The If such listing is approved, the Company shall endeavor to maintain such listing as long as the Additional Tier 1 Preferred Securities remain outstanding. Notwithstanding the above, if listing on the Global Exchange Market of Euronext Dublin is not approved or if such listing is approved and the Preferred Securities are subsequently removed from listing, the Company shall endeavor to list the Preferred Securities on another organized market in an Organization for Economic Co-operation and Development country as soon as practicable and to maintain such listing. (nj) The denomination of each interest in a Global Certificate Depositary for the Preferred Securities shall be DTC (or, if applicable, its successors). (k) Upon the “Tradable Amount” of such book-entry interest. Prior terms and subject to the Automatic Conversionconditions contained herein, the aggregate Tradable Amount Company hereby appoints The Bank of New York Mellon as the initial Paying and Conversion Agent, Calculation Agent, Principal Paying Agent and Contingent Convertible Preferred Security Registrar, under the Indenture for the purpose of performing such roles with respect to the Preferred Securities, and The Bank of New York Mellon hereby accepts such appointments. The Company may change the Paying and Conversion Agent, the Calculation Agent, the Principal Paying Agent and/or the Contingent Convertible Preferred Security Registrar without prior notice to the Holders. The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to the Contingent Convertible Preferred Securities Indenture, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by the Calculation Agent as though it was a party thereto, provided, however, that the Calculation Agent shall be deemed to have acknowledged, accepted and agreed to be bound, and will be bound, by Section 14.02 thereof, on the same terms as the Trustee, with respect to any BRRD Liability of the interests Company to the Calculation Agent. (l) Additional Amounts will be payable in each Global Certificate shall equal such Global Certificate’s outstanding principal amount. Following the Automatic Conversion, the principal amount of each Additional Tier 1 Security shall equal zero, but the Tradable Amount respect of the book-entry interests Preferred Securities as provided in each Additional Tier 1 Security shall remain unchanged as a result Section 11.04 of the Automatic ConversionContingent Convertible Preferred Securities Indenture (as amended hereby).

Form, Title, Terms and Payments. The form of any Security that is designated as an Additional Tier 1 Security shall be evidenced by one or more global certificates notes in registered form (each, a “Global CertificateNote”) deposited with a common depositary for Euroclear Bank S.A./N.V. (“Euroclear”) and/or Clearstream Bankingwith, S.A. (“Clearstreamor on behalf of, Luxembourg” and, together with Euroclear, DTC on the “Clearing Systems”) and Issue Date. The Global Notes shall be registered in the name of such common depositary or its nominee on the Issue Date. Holders of the Additional Tier 1 Securities will hold beneficial interests in the Additional Tier 1 Securities through Euroclear and/or Clearstream, Luxembourg Cede & Co. and their respective direct and indirect participants, and such direct and indirect participants will record such beneficial interest on their books. The Global Certificates shall be executed and delivered in substantially the form attached hereto as Exhibit A. The terms of the Global Certificates Notes are hereby incorporated herein by reference and made a part hereof as if set forth herein in full. (a) There is hereby established a new series of Securities designated as the £$500,000,000 Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities (the “Additional Tier 1 Securities”). (b) The Additional Tier 1 Securities shall be issued in denominations of £$200,000 principal amount and integral multiples of £$1,000 in excess thereof. (c) The Additional Tier 1 Securities shall be initially limited in aggregate principal amount to £$500,000,000, which amount shall be as set forth in a Company Order for the authentication and delivery of Securities pursuant to ‎Section 3.03 of the Capital Securities Indenture. The Company may from time to time, without the consent of the Holders of the Additional Tier 1 Securities, issue further additional Additional Tier 1 Securities having the same ranking and same interest rate, interest cancellation terms, redemption terms, Conversion Price and other terms as the Additional Tier 1 Securities described in this Fourth Third Supplemental Indenture, except for the price to public and Issue Date. Any such further additional Additional Tier 1 Securities subsequently issued shall rank equally and ratably with the Additional Tier 1 Securities in all respects, so that such further Additional Tier 1 Securities shall be consolidated and form a single series with the Additional Tier 1 Securities. (d) The Additional Tier 1 Securities shall be perpetual Securities and shall have no Stated Maturity in respect of principal. (e) The Additional Tier 1 Securities shall not have a sinking fund. (f) Any proposed transfer of an interest in Additional Tier 1 Securities held in the form of a Global Certificate Note shall be effected through the book-entry systems system maintained by the Clearing SystemsDTC. (g) The interest rate on the Additional Tier 1 Securities is set forth in ‎Section 2.02 hereof. (h) All references to Foreign Government Securities and U.S. Government Obligations in the Capital Securities Indenture shall be deleted in their entirety and be inapplicable to the Additional Tier 1 Securities, including but not limited to the definition of outstanding in the Capital Securities Indenture and any references to such terms in Sections 4.01, 4.02 and 4.03 of the Capital Securities Indenture. (i) Payments in respect of the Additional Tier 1 Securities, including payments of principal and interest, shall be subject to the conditions set forth under ‎Section 2.03, ‎Section 2.04 and ‎Section 2.14 hereof. (j) The Additional Tier 1 Securities shall be subject to Automatic Conversion following the occurrence of a Trigger Event as provided in ‎Section 2.16 hereof and shall be subject to the Enforcement Events as provided in ‎Article 4 hereof. (k) The Company may redeem, vary or substitute the Additional Tier 1 Securities in accordance with ‎Section 2.11 hereof. (l) No modifications Additional Amounts in respect of the Additional Amounts, pursuant to Tier 1 Securities shall be payable as set forth in Section 10.04 of the Capital Securities Indenture, shall be applicable to the Additional Tier 1 Securitiesas supplemented by this Third Supplemental Indenture. (m) The Company shall undertake reasonable efforts to list the Additional Tier 1 Securities on the Global Exchange Market of Euronext Dublin (“Euronext Dublin”) within two months following the Issue Date. The Company shall endeavor to maintain such listing as long as the Additional Tier 1 Securities remain outstanding. (n) The denomination of each interest in a Global Certificate Note shall be the “Tradable Amount” of such book-entry interest. Prior to the Automatic Conversion, the aggregate Tradable Amount of the interests in each Global Certificate Note shall equal such Global CertificateNote’s outstanding principal amount. Following the Automatic Conversion, the principal amount of each Additional Tier 1 Security shall equal zero, but the Tradable Amount of the book-entry interests in each Additional Tier 1 Security shall remain unchanged as a result of the Automatic Conversion.

Form, Title, Terms and Payments. The form of any Security security that is designated as an Additional Tier 1 Security a Note shall be evidenced by one or more global certificates notes in registered form (each, a “Global CertificateNote”) deposited with a common depositary for Euroclear Bank S.A./N.V. (“Euroclear”) and/or Clearstream Bankingwith, S.A. (“Clearstreamor held on behalf of, Luxembourg” and, together with Euroclear, DTC on the “Clearing Systems”) and Issue Date. The Global Notes shall be registered in the name of such common depositary or its nominee on the Issue Date. Holders of the Additional Tier 1 Securities will hold beneficial interests in the Additional Tier 1 Securities through Euroclear and/or Clearstream, Luxembourg Cede & Co. and their respective direct and indirect participants, and such direct and indirect participants will record such beneficial interest on their books. The Global Certificates shall be executed and delivered in substantially the form attached hereto as Exhibit A. The terms of the Global Certificates Notes are hereby incorporated herein by reference and made a part hereof as if set forth herein in full. (a) There is hereby established a new series of Securities securities designated as the £500,000,000 Fixed Rate Reset U.S.$500,000,000 8.500% Perpetual Subordinated Non-Preferred Contingent Convertible Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities Capital Notes (the “Additional Tier 1 SecuritiesNotes”). (b) The Additional Tier 1 Securities Notes shall be issued in denominations of £200,000 U.S.$200,000 principal amount and integral multiples of £1,000 U.S.$1,000 in excess thereof. (c) The Additional Tier 1 Securities Notes shall be initially limited in aggregate principal amount to £500,000,000, which amount shall be as set forth in a Company Order for the authentication and delivery of Securities pursuant to ‎Section 3.03 of the Capital Securities IndentureU.S.$500,000,000. The Company may from time to time, without the consent of the Holders of the Additional Tier 1 SecuritiesNotes then outstanding, but subject to the approval of Banco de México, issue further additional Notes (the “Additional Tier 1 Securities Notes”) having the same ranking and same interest rate, interest cancellation terms, redemption terms, Conversion Price and other terms as the Additional Tier 1 Securities Notes described in this Fourth First Supplemental Indenture, except for the price to the public and Issue Date. Any such further Additional Tier 1 Securities subsequently issued Notes shall rank equally and ratably with the Additional Tier 1 Securities Notes in all respects, so that any such further Additional Tier 1 Securities Notes shall be consolidated and form a single series with the Additional Tier 1 SecuritiesNotes. (d) The Additional Tier 1 Securities Notes shall be perpetual Securities and shall have no Stated Maturity in respect of principal. (e) The Additional Tier 1 Securities Notes shall not have a sinking fund. (f) Any proposed transfer of an interest in Additional Tier 1 Securities the Notes held in the form of a Global Certificate Note shall be effected through the book-entry systems system maintained by the Clearing SystemsDTC. (g) The interest rate on the Additional Tier 1 Securities Notes is set forth in ‎Section 2.02 hereof. (h) All references to Foreign Government Securities and U.S. Government Obligations in the Capital Contingent Convertible Securities Indenture shall be deleted in their entirety and be inapplicable to the Additional Tier 1 SecuritiesNotes, including including, but not limited to to, the definition of outstanding “Outstanding” in the Capital Contingent Convertible Securities Indenture and any references to such terms in Sections 4.01, 4.02 and 4.03 of the Capital Contingent Convertible Securities Indenture. (i) Payments in respect of the Additional Tier 1 SecuritiesNotes, including payments of principal and interest, shall be subject to the conditions set forth under ‎Section 2.03Sections ‎2.02, ‎Section 2.04 ‎2.03, ‎2.04, ‎2.05, ‎2.08 and ‎Section 2.14 ‎2.13 hereof. (j) The Additional Tier 1 Securities Notes shall be subject to Automatic Conversion following the occurrence of a Conversion Trigger Event as provided in ‎Section 2.16 2.15 hereof and shall be subject to the Enforcement Events as provided in ‎Article 4 hereof. (k) The Company may redeem, vary redeem or substitute repurchase the Additional Tier 1 Securities Notes in accordance with ‎Section 2.11 Sections ‎2.09, ‎2.10, ‎2.11, ‎2.12 and ‎2.14 hereof. (l) No modifications in respect of Additional Amounts, pursuant to Section 10.04 of the Capital Securities Indenture, shall be applicable to the Additional Tier 1 Securities. (m) The Company shall undertake reasonable efforts to list the Additional Tier 1 Securities Notes on the Global Exchange Market of Euronext Dublin (“Euronext Dublin”) within two months following the Issue DateISE. The In the event that the Notes are admitted to listing on the ISE, the Company shall endeavor use its reasonable best efforts to maintain such listing as long as the Additional Tier 1 Securities Notes remain outstanding; provided, that, if the Company determines that it is unduly burdensome to maintain a listing on the ISE, the Company may delist the Notes from the ISE. The Company shall notify the Trustee and the Holders of any listing or delisting of the Notes. (nm) The denomination of each book-entry interest in a Global Certificate Note shall be the “Tradable Amount” of such book-entry interest. Prior to the any Automatic Conversion, the aggregate Tradable Amount of the book-entry interests in each Global Certificate Note shall be equal to such Global CertificateNote’s outstanding principal amountthen Current Principal Amount. Following the an Automatic Conversion, the principal amount of each Additional Tier 1 Security Note shall be reduced by an amount equal zeroto the Converted Principal Amount arising from such Automatic Conversion, but the Tradable Amount of the book-entry interests in each Additional Tier 1 Security Global Note shall remain unchanged as a result of the Automatic Conversion until the distribution of the Settlement Shares arising from such Automatic Conversion, at which time the Tradable Amount shall be reduced by an amount equal to the Converted Principal Amount arising from such Automatic Conversion. (n) The obligations under the Notes are unsecured and not guaranteed, or otherwise eligible for reimbursement, by the Instituto para la Protección al Ahorro Bancario or any other Mexican governmental agency or by the Company’s subsidiaries or affiliates or any other entity that is a part of the Group.

Form, Title, Terms and Payments. The form of any Security that is designated as an Additional Tier 1 Security shall be evidenced by one or more global certificates notes in registered form (each, a “Global CertificateNote”) deposited with a common depositary for Euroclear Bank S.A./N.V. (“Euroclear”) and/or Clearstream Bankingwith, S.A. (“Clearstreamor on behalf of, Luxembourg” and, together with Euroclear, DTC on the “Clearing Systems”) and Issue Date. The Global Notes shall be registered in the name of such common depositary or its nominee on the Issue Date. Holders of the Additional Tier 1 Securities will hold beneficial interests in the Additional Tier 1 Securities through Euroclear and/or Clearstream, Luxembourg Cede & Co. and their respective direct and indirect participants, and such direct and indirect participants will record such beneficial interest on their books. The Global Certificates shall be executed and delivered in substantially the form attached hereto as Exhibit A. The terms of the Global Certificates Notes are hereby incorporated herein by reference and made a part hereof as if set forth herein in full. (a) There is hereby established a new series of Securities designated as the £500,000,000 7.5% Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities (the “Additional Tier 1 Securities”). (b) The Additional Tier 1 Securities shall be issued in denominations of £$200,000 principal amount and integral multiples of £$1,000 in excess thereof. (c) The Additional Tier 1 Securities shall be initially limited in aggregate principal amount to £500,000,000$[ ], which amount shall be as set forth in a Company Order for the authentication and delivery of Securities pursuant to ‎Section Section 3.03 of the Capital Securities Indenture. The Company may from time to time, without the consent of the Holders of the Additional Tier 1 Securities, issue further additional Additional Tier 1 Securities having the same ranking and same interest rate, interest cancellation terms, redemption terms, Conversion Price and other terms as the Additional Tier 1 Securities described in this Fourth First Supplemental Indenture, except for the price to public and Issue Date. Any such further additional Additional Tier 1 Securities subsequently issued shall rank equally and ratably with the Additional Tier 1 Securities in all respects, so that such further Additional Tier 1 Securities shall be consolidated and form a single series with the Additional Tier 1 Securities. (d) The Additional Tier 1 Securities shall be perpetual Securities and shall have no Stated Maturity in respect of principal. (e) The Additional Tier 1 Securities shall not have a sinking fund. (f) Any proposed transfer of an interest in Additional Tier 1 Securities held in the form of a Global Certificate Note and shall be effected through the book-entry systems system maintained by the Clearing SystemsDTC. (g) The interest rate on the Additional Tier 1 Securities is set forth in ‎Section Section 2.02 hereof. (h) All references to Foreign Government Securities and U.S. Government Obligations in the Capital Securities Indenture shall be deleted in their entirety and be inapplicable to the Additional Tier 1 Securities, including but not limited to the definition of outstanding in the Capital Securities Indenture and any references to such terms in Sections 4.01, 4.02 and 4.03 of the Capital Securities Indenture. (i) Payments in respect of the Additional Tier 1 Securities, including payments of principal and interest, shall be subject to the conditions set forth under ‎Section Section 2.03, ‎Section 2.04 Section 2.04 and ‎Section 2.14 2.13 hereof. (j) The Additional Tier 1 Securities shall be subject to Automatic Conversion following the occurrence of a Trigger Event as provided in ‎Section 2.16 Section 2.15 hereof and shall be subject to the Enforcement Events as provided in ‎Article Article 4 hereof. (k) The Company may redeem, vary or substitute the Additional Tier 1 Securities in accordance with ‎Section Section 2.11 hereof. (l) No modifications in respect of Additional Amounts, pursuant to Section 10.04 of the Capital Securities Indenture, shall be applicable to the Additional Tier 1 Securities. (m) The Company shall undertake reasonable efforts to list the Additional Tier 1 Securities on the Global Exchange Market of Euronext Dublin (“Euronext Dublin”) the Irish Stock Exchange within two months following the Issue Date. The Company shall endeavor to maintain such listing as long as the Additional Tier 1 Securities remain outstanding. (n) The denomination of each interest in a Global Certificate Note shall be the “Tradable Amount” of such book-entry interest. Prior to the Automatic Conversion, the aggregate Tradable Amount of the interests in each Global Certificate Note shall equal such Global CertificateNote’s outstanding principal amount. Following the Automatic Conversion, the principal amount of each Additional Tier 1 Security shall equal zero, but the Tradable Amount of the book-entry interests in each Additional Tier 1 Security shall remain unchanged as a result of the Automatic Conversion.

Form, Title, Terms and Payments. The form of any Security that is designated as an Additional Tier 1 Security shall be evidenced by one or more global certificates notes in registered form (each, a “Global CertificateNote”) deposited with a common depositary for Euroclear Bank S.A./N.V. (“Euroclear”) and/or Clearstream Bankingwith, S.A. (“Clearstreamor on behalf of, Luxembourg” and, together with Euroclear, DTC on the “Clearing Systems”) and Issue Date. The Global Notes shall be registered in the name of such common depositary or its nominee on the Issue Date. Holders of the Additional Tier 1 Securities will hold beneficial interests in the Additional Tier 1 Securities through Euroclear and/or Clearstream, Luxembourg Cede & Co. and their respective direct and indirect participants, and such direct and indirect participants will record such beneficial interest on their books. The Global Certificates shall be executed and delivered in substantially the form attached hereto as Exhibit A. The terms of the Global Certificates Notes are hereby incorporated herein by reference and made a part hereof as if set forth herein in full. (a) There is hereby established a new series of Securities designated as the £500,000,000 7.5% Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities (the “Additional Tier 1 Securities”). (b) The Additional Tier 1 Securities shall be issued in denominations of £$200,000 principal amount and integral multiples of £$1,000 in excess thereof. (c) The Additional Tier 1 Securities shall be initially limited in aggregate principal amount to £500,000,000$1,675,000,000, which amount shall be as set forth in a Company Order for the authentication and delivery of Securities pursuant to ‎Section Section 3.03 of the Capital Securities Indenture. The Company may from time to time, without the consent of the Holders of the Additional Tier 1 Securities, issue further additional Additional Tier 1 Securities having the same ranking and same interest rate, interest cancellation terms, redemption terms, Conversion Price and other terms as the Additional Tier 1 Securities described in this Fourth First Supplemental Indenture, except for the price to public and Issue Date. Any such further additional Additional Tier 1 Securities subsequently issued shall rank equally and ratably with the Additional Tier 1 Securities in all respects, so that such further Additional Tier 1 Securities shall be consolidated and form a single series with the Additional Tier 1 Securities. (d) The Additional Tier 1 Securities shall be perpetual Securities and shall have no Stated Maturity in respect of principal. (e) The Additional Tier 1 Securities shall not have a sinking fund. (f) Any proposed transfer of an interest in Additional Tier 1 Securities held in the form of a Global Certificate Note and shall be effected through the book-entry systems system maintained by the Clearing SystemsDTC. (g) The interest rate on the Additional Tier 1 Securities is set forth in ‎Section Section 2.02 hereof. (h) All references to Foreign Government Securities and U.S. Government Obligations in the Capital Securities Indenture shall be deleted in their entirety and be inapplicable to the Additional Tier 1 Securities, including but not limited to the definition of outstanding in the Capital Securities Indenture and any references to such terms in Sections 4.01, 4.02 and 4.03 of the Capital Securities Indenture. (i) Payments in respect of the Additional Tier 1 Securities, including payments of principal and interest, shall be subject to the conditions set forth under ‎Section Section 2.03, ‎Section 2.04 Section 2.04 and ‎Section 2.14 2.13 hereof. (j) The Additional Tier 1 Securities shall be subject to Automatic Conversion following the occurrence of a Trigger Event as provided in ‎Section 2.16 Section 2.15 hereof and shall be subject to the Enforcement Events as provided in ‎Article Article 4 hereof. (k) The Company may redeem, vary or substitute the Additional Tier 1 Securities in accordance with ‎Section Section 2.11 hereof. (l) No modifications in respect of Additional Amounts, pursuant to Section 10.04 of the Capital Securities Indenture, shall be applicable to the Additional Tier 1 Securities. (m) The Company shall undertake reasonable efforts to list the Additional Tier 1 Securities on the Global Exchange Market of Euronext Dublin (“Euronext Dublin”) the Irish Stock Exchange within two months following the Issue Date. The Company shall endeavor to maintain such listing as long as the Additional Tier 1 Securities remain outstanding. (n) The denomination of each interest in a Global Certificate Note shall be the “Tradable Amount” of such book-entry interest. Prior to the Automatic Conversion, the aggregate Tradable Amount of the interests in each Global Certificate Note shall equal such Global CertificateNote’s outstanding principal amount. Following the Automatic Conversion, the principal amount of each Additional Tier 1 Security shall equal zero, but the Tradable Amount of the book-entry interests in each Additional Tier 1 Security shall remain unchanged as a result of the Automatic Conversion.

Form, Title, Terms and Payments. The form of any Contingent Convertible Preferred Security that is designated as an Additional Tier 1 a Preferred Security shall be evidenced by one or more global certificates Global Securities in registered form (each, a “Global CertificatePreferred Security”) deposited with a common depositary for Euroclear Bank S.A./N.V. (“Euroclear”) and/or Clearstream Bankingwith, S.A. (“Clearstream, Luxembourg” and, together with Euroclearor on behalf of, the “Clearing Systems”) and Depositary on the Closing Date. The Global Preferred Securities shall be registered in the name of such common depositary or its the Depositary’s nominee on the Issue Date. Holders of the Additional Tier 1 Securities will hold beneficial interests in the Additional Tier 1 Securities through Euroclear and/or Clearstream, Luxembourg (initially Cede & Co.) and their respective direct and indirect participants, and such direct and indirect participants will record such beneficial interest on their books. The Global Certificates shall be executed and delivered in substantially the form attached hereto as Exhibit A. The terms of the Global Certificates Preferred Securities are hereby incorporated herein by reference and made a part hereof as if set forth herein in full. (a) There is hereby established a new series of Contingent Convertible Preferred Securities designated as the £500,000,000 Fixed Rate Reset Additional $1,000,000,000 Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Perpetual Subordinated Contingent Convertible Securities (referred to herein as the “Additional Tier 1 Preferred Securities”). (b) The Additional Tier 1 Preferred Securities shall be issued in denominations carry a Liquidation Preference of £$200,000 principal amount and integral multiples of £1,000 in excess thereofper Preferred Security. (c) The Additional Tier 1 Preferred Securities shall be initially limited in aggregate principal amount Liquidation Preference to £500,000,000, which amount shall be as set forth in a Company Order for the authentication and delivery of Securities pursuant to ‎Section 3.03 of the Capital Securities Indenture$1,000,000,000. The Company may from time to time, without the consent of the Holders of the Additional Tier 1 SecuritiesHolders, issue further Additional Tier 1 additional Preferred Securities having the same ranking and same interest rate, interest cancellation termsDistribution Rate, redemption terms, Conversion Price terms and other terms as the Additional Tier 1 Preferred Securities described in this Fourth First Supplemental Indenture, except for the price to public initial Accrual Date, Closing Date and Issue first Distribution Payment Date. Any such further Additional Tier 1 additional Preferred Securities subsequently issued shall rank equally and ratably with the Additional Tier 1 Preferred Securities in all respects, so that such further Additional Tier 1 Preferred Securities shall be consolidated and form a single series with the Additional Tier 1 Preferred Securities. (d) The Additional Tier 1 Preferred Securities shall be perpetual Contingent Convertible Preferred Securities and shall have no Stated Maturity stated maturity in respect of principalLiquidation Preference. (e) The Additional Tier 1 Preferred Securities shall not have a sinking fund. No premium, upon redemption or otherwise, shall be payable by the Company on the Preferred Securities. (f) Any proposed transfer of an interest in Additional Tier 1 the Preferred Securities held in the form of a Global Certificate Preferred Security shall be effected through the book-entry systems system maintained by the Clearing SystemsDepositary. (g) The interest rate Distribution Rate on the Additional Tier 1 Preferred Securities is set forth in ‎Section 2.02 Section 2.02(a) hereof. (h) All references to Foreign Government Securities and U.S. Government Obligations in the Capital Securities Indenture shall be deleted in their entirety and be inapplicable to the Additional Tier 1 Securities, including but not limited to the definition of outstanding in the Capital Securities Indenture and any references to such terms in Sections 4.01, 4.02 and 4.03 of the Capital Securities Indenture. (i) Payments in respect of the Additional Tier 1 Preferred Securities, including payments of principal Liquidation Preference and interestDistributions, shall be subject to the conditions set forth under ‎Section 2.03Section 2.02 hereof and the Contingent Convertible Preferred Securities Indenture (including Sections 3.08, ‎Section 2.04 3.09, 3.10, 6.02, Article 4 and ‎Section 2.14 hereofSection 14.01 thereof). (j) The Additional Tier 1 Securities shall be subject to Automatic Conversion following the occurrence of a Trigger Event as provided in ‎Section 2.16 hereof and shall be subject to the Enforcement Events as provided in ‎Article 4 hereof. (k) The Company may redeem, vary or substitute the Additional Tier 1 Securities in accordance with ‎Section 2.11 hereof. (l) No modifications in respect of Additional Amounts, pursuant to Section 10.04 of the Capital Securities Indenture, shall be applicable to the Additional Tier 1 Securities. (mi) The Company shall undertake reasonable efforts to list the Additional Tier 1 Preferred Securities on the Global Irish Stock Exchange Market within 30 days after the initial delivery of Euronext Dublin (“Euronext Dublin”) within two months following the Issue DatePreferred Securities. The If such listing is approved, the Company shall endeavor to maintain such listing as long as the Additional Tier 1 Preferred Securities remain outstanding. Notwithstanding the above, if listing on the Irish Stock Exchange is not approved or if such listing is approved and the Preferred Securities are subsequently removed from listing, the Company shall endeavor to list the Preferred Securities on another organized market in an Organization for Economic Co-operation and Development country as soon as practicable and to maintain such listing. (nj) The denomination of each interest in a Global Certificate Depositary for the Preferred Securities shall be DTC (or, if applicable, its successors). (k) Upon the “Tradable Amount” of such book-entry interest. Prior terms and subject to the Automatic Conversionconditions contained herein, the aggregate Tradable Amount Company hereby appoints The Bank of New York Mellon as the initial Paying and Conversion Agent, Calculation Agent, Principal Paying Agent and Contingent Convertible Security Registrar, under the Indenture for the purpose of performing such roles with respect to the Preferred Securities, and The Bank of New York Mellon hereby accepts such appointments. The Company may change the Paying and Conversion Agent, the Calculation Agent, the Principal Paying Agent and/or the Contingent Convertible Security Registrar Paying Agent without prior notice to the Holders of the interests in each Global Certificate Preferred Securities. The rights, privileges, protections, immunities and benefits given to the Trustee pursuant to the Contingent Convertible Preferred Securities Indenture, including, without limitation, its right to be indemnified, are extended to, and shall equal such Global Certificate’s outstanding principal amount. Following be enforceable by the Automatic ConversionCalculation Agent as though it was a party thereto, provided, however, that the principal amount of each Additional Tier 1 Security Calculation Agent shall equal zerobe deemed to have acknowledged, but accepted and agreed to be bound, and will be bound, by Section 14.02 thereof, on the Tradable Amount same terms as the Trustee, with respect to any BRRD Liability of the book-entry interests in each Additional Tier 1 Security shall remain unchanged as a result of Company to the Automatic ConversionCalculation Agent.

Form, Title, Terms and Payments. The form of any Security that is designated as an Additional Tier 1 Security a Contingent Capital Note shall be evidenced by one or more global certificates notes in registered form (each, a “Global CertificateNote”) deposited with a common depositary for Euroclear Bank S.A./N.V. (“Euroclear”) and/or Clearstream Bankingwith, S.A. (“Clearstreamor on behalf of, Luxembourg” and, together with Euroclear, DTC on the “Clearing Systems”) and Issue Date. The Global Notes shall be registered in the name of such common depositary or its nominee on the Issue Date. Holders of the Additional Tier 1 Securities will hold beneficial interests in the Additional Tier 1 Securities through Euroclear and/or Clearstream, Luxembourg Cede & Co. and their respective direct and indirect participants, and such direct and indirect participants will record such beneficial interest on their books. The Global Certificates shall be executed and delivered in substantially the form attached hereto as Exhibit A. The terms of the Global Certificates Notes are hereby incorporated herein by reference and made a part hereof as if set forth herein in full. (a) There is hereby established a new series of Securities designated as the £500,000,000 Fixed Rate 6.000% Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities Additional Tier 1 Capital Notes (the “Additional Tier 1 SecuritiesContingent Capital Notes”). (b) The Additional Tier 1 Securities Contingent Capital Notes shall be issued in denominations of £$200,000 principal amount and integral multiples of £$1,000 in excess thereof. (c) The Additional Tier 1 Securities Contingent Capital Notes shall be initially limited in aggregate principal amount to £500,000,000, which amount shall be as set forth in a Company Order for the authentication and delivery of Securities pursuant to ‎Section 3.03 of the Capital Securities Indenture$1,500,000,000. The Company may from time to time, without the consent of the Holders of the Additional Tier 1 SecuritiesHolders, issue further Additional Tier 1 Securities additional Contingent Capital Notes having the same ranking and same interest rate, interest cancellation terms, redemption terms, Conversion Price and other terms as the Additional Tier 1 Securities Contingent Capital Notes described in this Fourth Supplemental Indenture, except for the price to public and Issue Date. Any such further Additional Tier 1 Securities additional Contingent Capital Notes subsequently issued shall rank equally and ratably with the Additional Tier 1 Securities Contingent Capital Notes in all respects, so that such further Additional Tier 1 Securities Contingent Capital Notes shall be consolidated and form a single series with the Additional Tier 1 SecuritiesContingent Capital Notes. (d) The Additional Tier 1 Securities Contingent Capital Notes shall be perpetual Securities and shall have no Stated Maturity in respect of principal. (e) The Additional Tier 1 Securities shall not have a sinking fund. (f) Any proposed transfer of an interest in Additional Tier 1 Securities the Contingent Capital Notes held in the form of a Global Certificate Note shall be effected through the book-entry systems system maintained by the Clearing SystemsDTC. (g) The interest rate on the Additional Tier 1 Securities Contingent Capital Notes is set forth in ‎Section 2.02 3.02 hereof. (h) All references to Foreign Government Securities and U.S. Government Obligations in the Capital Contingent Convertible Securities Indenture shall be deleted in their entirety and be inapplicable to the Additional Tier 1 SecuritiesContingent Capital Notes, including but not limited to the definition of outstanding “Outstanding” in the Capital Contingent Convertible Securities Indenture and any references to such terms in Sections 4.01, 4.02 and 4.03 of the Capital Contingent Convertible Securities Indenture. (i) Payments in respect of the Additional Tier 1 SecuritiesContingent Capital Notes, including payments of principal and interest, shall be subject to the conditions set forth under ‎Section 2.03Sections ‎3.02, ‎Section 2.04 ‎3.03, ‎3.04, ‎3.05, ‎3.13 and ‎Section 2.14 ‎3.15 hereof. (j) The Additional Tier 1 Securities Contingent Capital Notes shall be subject to Automatic Conversion following the occurrence of a Conversion Trigger Event as provided in ‎Section 2.16 3.16 hereof and shall be subject to the Enforcement Events as provided in ‎Article 4 5 hereof. (k) The Company may redeemmay, vary subject to ‎Section 3.13 hereof, redeem or substitute repurchase the Additional Tier 1 Securities Contingent Capital Notes in accordance with ‎Section 2.11 Sections ‎3.08, ‎3.09, ‎3.10 and ‎3.11 hereof. (l) No modifications in respect of Additional Amounts, pursuant to Section 10.04 of the Capital Securities Indenture, shall be applicable to the Additional Tier 1 Securities. (m) The Company shall undertake reasonable efforts to list admit the Additional Tier 1 Securities Contingent Capital Notes to trading on the Global Exchange International Securities Market of Euronext Dublin (“Euronext Dublin”) within two months following the London Stock Exchange on the Issue DateDate or as soon as practicable thereafter. The Company shall endeavor to maintain such listing admission to trading as long as the Additional Tier 1 Securities Contingent Capital Notes remain outstanding. (nm) The denomination of each interest in a Global Certificate Note shall be the “Tradable Amount” of such book-entry interest. Prior to the Automatic Conversion, the aggregate Tradable Amount of the interests in each Global Certificate Note shall equal such Global CertificateNote’s outstanding principal amount. Following the Automatic Conversion, the principal amount of each Additional Tier 1 Security Contingent Capital Note shall equal zero, but the Tradable Amount of the book-book- entry interests in each Additional Tier 1 Security Contingent Capital Note shall remain unchanged as a result of the Automatic Conversion.

Form, Title, Terms and Payments. The form of any Security that is designated as an Additional Tier 1 Security a Contingent Capital Note shall be evidenced by one or more global certificates notes in registered form (each, a “Global CertificateNote”) deposited with a common depositary for Euroclear Bank S.A./N.V. (“Euroclear”) and/or Clearstream Bankingwith, S.A. (“Clearstreamor on behalf of, Luxembourg” and, together with Euroclear, DTC on the “Clearing Systems”) and Issue Date. The Global Notes shall be registered in the name of such common depositary or its nominee on the Issue Date. Holders of the Additional Tier 1 Securities will hold beneficial interests in the Additional Tier 1 Securities through Euroclear and/or Clearstream, Luxembourg Cede & Co. and their respective direct and indirect participants, and such direct and indirect participants will record such beneficial interest on their books. The Global Certificates shall be executed and delivered in substantially the form attached hereto as Exhibit A. The terms of the Global Certificates Notes are hereby incorporated herein by reference and made a part hereof as if set forth herein in full. (a) There is hereby established a new series of Securities designated as the £500,000,000 Fixed Rate 4.600% Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities Additional Tier 1 Capital Notes (the “Additional Tier 1 SecuritiesContingent Capital Notes”). (b) The Additional Tier 1 Securities Contingent Capital Notes shall be issued in denominations of £$200,000 principal amount and integral multiples of £$1,000 in excess thereof. (c) The Additional Tier 1 Securities Contingent Capital Notes shall be initially limited in aggregate principal amount to £500,000,000, which amount shall be as set forth in a Company Order for the authentication and delivery of Securities pursuant to ‎Section 3.03 of the Capital Securities Indenture$750,000,000. The Company may from time to time, without the consent of the Holders of the Additional Tier 1 SecuritiesHolders, issue further Additional Tier 1 Securities additional Contingent Capital Notes having the same ranking and same interest rate, interest cancellation terms, redemption terms, Conversion Price and other terms as the Additional Tier 1 Securities Contingent Capital Notes described in this Fourth Eighth Supplemental Indenture, except for the price to public and Issue Date. Any such further Additional Tier 1 Securities additional Contingent Capital Notes subsequently issued shall rank equally and ratably with the Additional Tier 1 Securities Contingent Capital Notes in all respects, so that such further Additional Tier 1 Securities Contingent Capital Notes shall be consolidated and form a single series with the Additional Tier 1 SecuritiesContingent Capital Notes. (d) The Additional Tier 1 Securities Contingent Capital Notes shall be perpetual Securities and shall have no Stated Maturity in respect of principal. (e) The Additional Tier 1 Securities shall not have a sinking fund. (f) Any proposed transfer of an interest in Additional Tier 1 Securities the Contingent Capital Notes held in the form of a Global Certificate Note shall be effected through the book-entry systems system maintained by the Clearing SystemsDTC. (g) The interest rate on the Additional Tier 1 Securities Contingent Capital Notes is set forth in ‎Section 2.02 3.02 hereof. (h) All references to Foreign Government Securities and U.S. Government Obligations in the Capital Contingent Convertible Securities Indenture shall be deleted in their entirety and be inapplicable to the Additional Tier 1 SecuritiesContingent Capital Notes, including but not limited to the definition of outstanding “Outstanding” in the Capital Contingent Convertible Securities Indenture and any references to such terms in Sections 4.01, 4.02 and 4.03 of the Capital Contingent Convertible Securities Indenture. (i) Payments in respect of the Additional Tier 1 SecuritiesContingent Capital Notes, including payments of principal and interest, shall be subject to the conditions set forth under ‎Section 2.03Sections ‎3.02, ‎Section 2.04 ‎3.03, ‎3.04, ‎3.05, ‎3.13 and ‎Section 2.14 ‎3.15 hereof. (j) The Additional Tier 1 Securities Contingent Capital Notes shall be subject to Automatic Conversion following the occurrence of a Conversion Trigger Event as provided in ‎Section 2.16 3.16 hereof and shall be subject to the Enforcement Events as provided in ‎Article 4 5 hereof. (k) The Company may redeemmay, vary subject to ‎Section 3.13 hereof, redeem or substitute repurchase the Additional Tier 1 Securities Contingent Capital Notes in accordance with ‎Section 2.11 Sections ‎3.08, ‎3.09, ‎3.10 and ‎3.11 hereof. (l) No modifications in respect of Additional Amounts, pursuant to Section 10.04 of the Capital Securities Indenture, shall be applicable to the Additional Tier 1 Securities. (m) The Company shall undertake reasonable efforts to list admit the Additional Tier 1 Securities Contingent Capital Notes to trading on the Global Exchange International Securities Market of Euronext Dublin (“Euronext Dublin”) within two months following the London Stock Exchange on the Issue DateDate or as soon as practicable thereafter. The Company shall endeavor to maintain such listing admission to trading as long as the Additional Tier 1 Securities Contingent Capital Notes remain outstanding. (nm) The denomination of each interest in a Global Certificate Note shall be the “Tradable Amount” of such book-entry interest. Prior to the Automatic Conversion, the aggregate Tradable Amount of the interests in each Global Certificate Note shall equal such Global CertificateNote’s outstanding principal amount. Following the Automatic Conversion, the principal amount of each Additional Tier 1 Security Contingent Capital Note shall equal zero, but the Tradable Amount of the book-entry interests in each Additional Tier 1 Security Contingent Capital Note shall remain unchanged as a result of the Automatic Conversion.

Form, Title, Terms and Payments. The form of any Security that is designated as an Additional Tier 1 Security a Contingent Capital Note shall be evidenced by one or more global certificates notes in registered form (each, a “Global CertificateNote”) deposited with a common depositary for Euroclear Bank S.A./N.V. (“Euroclear”) and/or Clearstream Bankingwith, S.A. (“Clearstreamor on behalf of, Luxembourg” and, together with Euroclear, DTC on the “Clearing Systems”) and Issue Date. The Global Notes shall be registered in the name of such common depositary or its nominee on the Issue Date. Holders of the Additional Tier 1 Securities will hold beneficial interests in the Additional Tier 1 Securities through Euroclear and/or Clearstream, Luxembourg Cede & Co. and their respective direct and indirect participants, and such direct and indirect participants will record such beneficial interest on their books. The Global Certificates shall be executed and delivered in substantially the form attached hereto as Exhibit A. The terms of the Global Certificates Notes are hereby incorporated herein by reference and made a part hereof as if set forth herein in full. (a) There is hereby established a new series of Securities designated as the £500,000,000 Fixed Rate Reset Additional Tier 1 2021 Perpetual Subordinated Contingent Convertible Securities Additional Tier 1 Capital Notes (the “Additional Tier 1 SecuritiesContingent Capital Notes”). (b) The Additional Tier 1 Securities Contingent Capital Notes shall be issued in denominations of £$200,000 principal amount and integral multiples of £$1,000 in excess thereof. (c) The Additional Tier 1 Securities Contingent Capital Notes shall be initially limited in aggregate principal amount to £500,000,000, which amount shall be as set forth in a Company Order for the authentication and delivery of Securities pursuant to ‎Section 3.03 of the Capital Securities Indenture$2,650,000,000. The Company may from time to time, without the consent of the Holders of the Additional Tier 1 SecuritiesHolders, issue further Additional Tier 1 Securities additional Contingent Capital Notes having the same ranking and same interest rate, interest cancellation terms, redemption terms, Conversion Price and other terms as the Additional Tier 1 Securities Contingent Capital Notes described in this Fourth Third Supplemental Indenture, except for the price to public and Issue Date. Any such further Additional Tier 1 Securities additional Contingent Capital Notes subsequently issued shall rank equally and ratably with the Additional Tier 1 Securities Contingent Capital Notes in all respects, so that such further Additional Tier 1 Securities Contingent Capital Notes shall be consolidated and form a single series with the Additional Tier 1 SecuritiesContingent Capital Notes. (d) The Additional Tier 1 Securities Contingent Capital Notes shall be perpetual Securities and shall have no Stated Maturity in respect of principal. (e) The Additional Tier 1 Securities shall not have a sinking fund. (f) Any proposed transfer of an interest in Additional Tier 1 Securities the Contingent Capital Notes held in the form of a Global Certificate Note shall be effected through the book-entry systems system maintained by the Clearing SystemsDTC. (g) The interest rate on the Additional Tier 1 Securities Contingent Capital Notes is set forth in ‎Section 2.02 3.02 hereof. (h) All references to Foreign Government Securities and U.S. Government Obligations in the Capital Contingent Convertible Securities Indenture shall be deleted in their entirety and be inapplicable to the Additional Tier 1 SecuritiesContingent Capital Notes, including but not limited to the definition of outstanding “Outstanding” in the Capital Contingent Convertible Securities Indenture and any references to such terms in Sections 4.01, 4.02 and 4.03 of the Capital Contingent Convertible Securities Indenture. (i) Payments in respect of the Additional Tier 1 SecuritiesContingent Capital Notes, including payments of principal and interest, shall be subject to the conditions set forth under ‎Section 2.03Sections ‎3.02, ‎Section 2.04 ‎3.03, ‎3.04, ‎3.05, ‎3.12 and ‎Section 2.14 ‎3.14 hereof. (j) The Additional Tier 1 Securities Contingent Capital Notes shall be subject to Automatic Conversion following the occurrence of a Conversion Trigger Event as provided in ‎Section 2.16 3.15 hereof and shall be subject to the Enforcement Events as provided in ‎Article 4 5 hereof. (k) The Company may redeemmay, vary subject to ‎Section 3.12 hereof, redeem or substitute repurchase the Additional Tier 1 Securities Contingent Capital Notes in accordance with ‎Section 2.11 Sections ‎3.08, ‎3.09, ‎3.10 and ‎3.11 hereof. (l) No modifications in respect of Additional Amounts, pursuant to Section 10.04 of the Capital Securities Indenture, shall be applicable to the Additional Tier 1 Securities. (m) The Company shall undertake reasonable efforts to list the Additional Tier 1 Securities Contingent Capital Notes on the Global Exchange Market of Euronext Dublin (“Euronext Dublin”) within two months following the Irish Stock Exchange on the Issue DateDate or as soon as practicable thereafter. The Company shall endeavor to maintain such listing as long as the Additional Tier 1 Securities Contingent Capital Notes remain outstanding. (nm) The denomination of each interest in a Global Certificate Note shall be the “Tradable Amount” of such book-entry interest. Prior to the Automatic Conversion, the aggregate Tradable Amount of the interests in each Global Certificate Note shall equal such Global CertificateNote’s outstanding principal amount. Following the Automatic Conversion, the principal amount of each Additional Tier 1 Security Contingent Capital Note shall equal zero, but the Tradable Amount of the book-entry interests in each Additional Tier 1 Security Contingent Capital Note shall remain unchanged as a result of the Automatic Conversion.

Form, Title, Terms and Payments. The form of any Security that is designated as an Additional Tier 1 Security a Contingent Capital Note shall be evidenced by one or more global certificates notes in registered form (each, a “Global CertificateNote”) deposited with a common depositary for Euroclear Bank S.A./N.V. (“Euroclear”) and/or Clearstream Bankingwith, S.A. (“Clearstreamor on behalf of, Luxembourg” and, together with Euroclear, DTC on the “Clearing Systems”) and Issue Date. The Global Notes shall be registered in the name of such common depositary or its nominee on the Issue Date. Holders of the Additional Tier 1 Securities will hold beneficial interests in the Additional Tier 1 Securities through Euroclear and/or Clearstream, Luxembourg Cede & Co. and their respective direct and indirect participants, and such direct and indirect participants will record such beneficial interest on their books. The Global Certificates shall be executed and delivered in substantially the form attached hereto as Exhibit A. The terms of the Global Certificates Notes are hereby incorporated herein by reference and made a part hereof as if set forth herein in full. (a) There is hereby established a new series of Securities designated as the £500,000,000 Fixed Rate Reset Additional Tier 1 2020 Perpetual Subordinated Contingent Convertible Securities Additional Tier 1 Capital Notes (the “Additional Tier 1 SecuritiesContingent Capital Notes”). (b) The Additional Tier 1 Securities Contingent Capital Notes shall be issued in denominations of £$200,000 principal amount and integral multiples of £$1,000 in excess thereof. (c) The Additional Tier 1 Securities Contingent Capital Notes shall be initially limited in aggregate principal amount to £500,000,000, which amount shall be as set forth in a Company Order for the authentication and delivery of Securities pursuant to ‎Section 3.03 of the Capital Securities Indenture$2,000,000,000. The Company may from time to time, without the consent of the Holders of the Additional Tier 1 SecuritiesHolders, issue further Additional Tier 1 Securities additional Contingent Capital Notes having the same ranking and same interest rate, interest cancellation terms, redemption terms, Conversion Price and other terms as the Additional Tier 1 Securities Contingent Capital Notes described in this Fourth First Supplemental Indenture, except for the price to public and Issue Date. Any such further Additional Tier 1 Securities additional Contingent Capital Notes subsequently issued shall rank equally and ratably with the Additional Tier 1 Securities Contingent Capital Notes in all respects, so that such further Additional Tier 1 Securities Contingent Capital Notes shall be consolidated and form a single series with the Additional Tier 1 SecuritiesContingent Capital Notes. (d) The Additional Tier 1 Securities Contingent Capital Notes shall be perpetual Securities and shall have no Stated Maturity in respect of principal. (e) The Additional Tier 1 Securities shall not have a sinking fund. (f) Any proposed transfer of an interest in Additional Tier 1 Securities the Contingent Capital Notes held in the form of a Global Certificate Note shall be effected through the book-entry systems system maintained by the Clearing SystemsDTC. (g) The interest rate on the Additional Tier 1 Securities Contingent Capital Notes is set forth in ‎Section 2.02 hereof. (h) All references to Foreign Government Securities and U.S. Government Obligations in the Capital Contingent Convertible Securities Indenture shall be deleted in their entirety and be inapplicable to the Additional Tier 1 SecuritiesContingent Capital Notes, including but not limited to the definition of outstanding “Outstanding” in the Capital Contingent Convertible Securities Indenture and any references to such terms in Sections 4.01, 4.02 and 4.03 of the Capital Contingent Convertible Securities Indenture. (i) Payments in respect of the Additional Tier 1 SecuritiesContingent Capital Notes, including payments of principal and interest, shall be subject to the conditions set forth under ‎Section 2.03Sections ‎2.02, ‎Section 2.04 ‎2.03, ‎2.04, 2.12 and ‎Section 2.14 hereof. (j) The Additional Tier 1 Securities Contingent Capital Notes shall be subject to Automatic Conversion following the occurrence of a Conversion Trigger Event as provided in ‎Section 2.16 2.15 hereof and shall be subject to the Enforcement Events as provided in ‎Article 4 hereof. (k) The Company may redeemmay, vary subject to ‎Section 2.12 hereof, redeem or substitute repurchase the Additional Tier 1 Securities Contingent Capital Notes in accordance with ‎Section 2.11 Sections ‎2.08, ‎2.09, ‎2.10 and ‎2.11 hereof. (l) No modifications in respect of Additional Amounts, pursuant to Section 10.04 of the Capital Securities Indenture, shall be applicable to the Additional Tier 1 Securities. (m) The Company shall undertake reasonable efforts to list the Additional Tier 1 Securities Contingent Capital Notes on the Global Exchange Market of Euronext Dublin (“Euronext Dublin”) within two months following the Irish Stock Exchange on the Issue DateDate or as soon as practicable thereafter. The Company shall endeavor to maintain such listing as long as the Additional Tier 1 Securities Contingent Capital Notes remain outstanding. (nm) The denomination of each interest in a Global Certificate Note shall be the “Tradable Amount” of such book-entry interest. Prior to the Automatic Conversion, the aggregate Tradable Amount of the interests in each Global Certificate Note shall equal such Global CertificateNote’s outstanding principal amount. Following the Automatic Conversion, the principal amount of each Additional Tier 1 Security Contingent Capital Note shall equal zero, but the Tradable Amount of the book-entry interests in each Additional Tier 1 Security Contingent Capital Note shall remain unchanged as a result of the Automatic Conversion.