Common use of Repayment at the Option of the Holder Clause in Contracts

Repayment at the Option of the Holder. This Note may be subject to repayment at the option of the holder hereof in accordance with the terms hereof on any Holder’s Optional Repayment Date(s), if any, specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement). If no Holder’s Optional Repayment Date is specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement), this Note will not be repayable at the option of the holder hereof prior to the Maturity Date. On any Holder’s Optional Repayment Date, this Note will be repayable in whole or in part in increments of US$1,000 (or, if the Specified Currency indicated on the face hereof is other than the U.S. dollar, in such Authorized Denominations specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement)) at the option of the holder hereof at the repayment price equal to 100% of the principal amount to be repaid, together with accrued and unpaid interest hereon payable at the applicable rate borne by this Note to, but excluding, the date of repayment; provided, however, that, in the event of repayment of this Note in part only, the unrepaid portion hereof shall be an Authorized Denomination specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement). For this Note to be repaid in whole or in part at the option of the holder hereof on a Holder’s Optional Repayment Date, this Note must be delivered, with the form entitled “Option to Elect Repayment” attached hereto duly completed, to the Domestic Paying Agent, the London Paying Agent or the Irish Paying Agent (as appropriate in accordance with such attached form) at the address set forth on such form or at such other address which the Bank shall from time to time notify the holders of the Notes not more than 60 nor less than 30 days prior to such Holder’s Optional Repayment Date. In the event of repayment of this Note in part only, a new Note for the unrepaid portion hereof shall be issued in the name of the holder hereof upon the surrender hereof, or, where applicable, an appropriate notation will be made on the schedule attached hereto for such notations. Exercise of such repayment option by the holder hereof shall be irrevocable. Notwithstanding the preceding paragraph, if this Note is a Subordinated Note, to the extent then required under or pursuant to applicable laws or regulations (including, without limitation, applicable capital regulations), this Note may not be repaid at the option of the holder pursuant to the preceding paragraph, without the prior written consent of the Federal Reserve Board and any other bank supervisory authority having jurisdiction over the Bank and requiring such approval. The Bank agrees to apply to the Federal Reserve Board and any such other bank supervisory authorities for any such prior written consent.

Repayment at the Option of the Holder. This If this Note is a Senior Note, this Note may be subject to repayment at the option of the holder hereof in accordance with the terms hereof on any Holder’s Optional Repayment Date(s), if any, specified on the face hereof (or, if this Note is in global form, or in the Pricing Supplement). If no Holder’s Optional Repayment Date is specified on the face hereof (or, or in the Pricing Supplement or if this Note is in global form, in the Pricing Supplement)a Subordinated Note, this Note will not be repayable at the option of the holder hereof prior to the Maturity Date. On any Holder’s Optional Repayment Date, this Note will be repayable in whole or in part in increments of US$1,000 (or, if the Specified Currency indicated on the face hereof is other than the U.S. dollar, in such Authorized Denominations specified on the face hereof (or, if this Note is in global form, or in the Pricing Supplement)) at the option of the holder hereof at the a repayment price equal to 100% of the principal amount to be repaid, together with accrued and unpaid interest hereon payable at the applicable rate borne by this Note to, but excluding, to the date of repayment; provided, however, that, in the event of repayment of this Note in part only, the unrepaid portion hereof shall be an Authorized Denomination specified on the face hereof (or, if this Note is in global form, or in the Pricing Supplement). For this Note to be repaid in whole or in part at the option of the holder hereof on a Holder’s Optional Repayment Date, this Note must be delivered, with the form entitled “Option to Elect Repayment” attached hereto duly completed, to the Domestic Paying Agent, the London Paying Global Agent or the Irish Paying Agent (as appropriate in accordance with such attached form) at the address set forth on such form or at such other address which the Bank Issuer shall from time to time notify the holders of the Notes Notes, not more than 60 nor less than 30 days prior to such Holder’s Optional Repayment DateDate unless otherwise specified on the face hereof or in the Pricing Supplement. In the event of repayment of this Note in part only, a new Note for the unrepaid portion hereof shall be issued in the name of the holder hereof upon the surrender hereof, or, where applicable, an appropriate notation will be made on the schedule attached hereto for such notations. Exercise of such repayment option by the holder hereof shall be irrevocable. Notwithstanding the preceding paragraph, if this Note is a Subordinated Note, to the extent then required under or pursuant to applicable laws or regulations (including, without limitation, applicable capital regulations), this Note may not be repaid at the option of the holder pursuant to the preceding paragraph, without the prior written consent of the Federal Reserve Board and any other bank supervisory authority having jurisdiction over the Bank and requiring such approval. The Bank agrees to apply to the Federal Reserve Board and any such other bank supervisory authorities for any such prior written consent.

Repayment at the Option of the Holder. This Note may (a) Unless otherwise specified in the applicable Company Order, Notes shall not be subject repayable prior to repayment Stated Maturity at the option of the holder hereof in accordance with the terms hereof on any Holder’s Optional Repayment Date(s), if any, specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement). If no Holder’s Optional Repayment Date is specified on the face hereof (orso specified, if this a Note is in global form, in the Pricing Supplement), this Note will not shall be repayable at the option of the holder hereof prior to the Maturity Date. On any Holder’s Optional Repayment Date, this Note will be repayable in whole or in part in increments of US$1,000 (orpart, if the Specified Currency indicated on the face hereof is other than the U.S. dollar, in such Authorized Denominations a date or dates prior to Stated Maturity and at a price or prices specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement)applicable Company Order, plus accrued and unpaid interest to but excluding the date of repayment. (b) In order for a Note that is repayable at the option of the holder hereof Holder to be repaid prior to Stated Maturity, such Holder shall deliver or cause to be delivered to the Trustee at least 30 but not more than 45 calendar days prior to the repayment price equal date: (i) the Note with the form entitled "Option to 100% Elect Repayment" on the reverse of the Note duly completed, or (ii) a telegram, telex, facsimile transmission, hand delivery or letter (first class, postage prepaid) from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of the Note, the principal amount of the Note, the principal amount of the Note to be repaid, together with accrued the certificate number or a description of the tenor and unpaid interest hereon payable at terms of the applicable rate borne by this Note toNote, but excluding, a statement that the date of repayment; provided, however, that, in option to elect repayment is being exercised thereby and a guarantee that the event of repayment of this Note in part only, the unrepaid portion hereof shall be an Authorized Denomination specified on the face hereof (or, if this Note is in global form, in the Pricing Supplement). For this Note to be repaid in whole or in part at the option of the holder hereof on a Holder’s Optional Repayment Date, this Note must be delivered, with the form entitled “"Option to Elect Repayment” attached hereto " on the reverse of the Note duly completedcompleted shall be received by the Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission, hand delivery or letter, if such Note and form duly completed are received by the Trustee by such fifth Business Day. (c) Exercise of the repayment option by the Holder of a Note shall be irrevocable, except that a Holder who has tendered a Note for repayment may revoke such tender for repayment by written notice to the Domestic Paying AgentTrustee received prior to 5:00 P.M., New York City time, on the tenth calendar day prior to the repayment date. (d) Unless otherwise specified in the applicable Company Order, the London Paying Agent or repayment option may be exercised by the Irish Paying Agent (as appropriate in accordance with such attached form) at Holder of a Note for less than the address set forth on such form or at such other address which the Bank shall from time to time notify the holders entire principal amount of the Notes not more than 60 nor less than 30 days prior to Note; provided that the principal amount of the Note remaining outstanding after such Holder’s Optional Repayment Daterepayment is an authorized denomination. In the event of Upon such partial repayment of this such Note in part only, will be cancelled and a new Note or Notes for the unrepaid portion hereof remaining principal amount thereof shall be issued in the name of the holder hereof upon Holder thereof. (e) While any Note is represented by one or more Global Notes, any such option for repayment may be exercised by the surrender hereofapplicable participant in the Depositary that has an account for Notes with the Depositary, oron behalf of the beneficial owners of the Note represented by such Global Note or Notes, where applicableby delivering a written notice substantially similar to the above-mentioned form duly completed to the Trustee at its Corporate Trust Office (or such other address of which the Company shall from time to time notify the Holders), an appropriate notation will at least 30 but not more than 60 calendar days prior to the date of repayment. Notices of election from such participants on behalf of beneficial owners of the Global Note or Notes representing such Notes to exercise their option to have such Notes repaid shall be made received by the Trustee by 5:00 P.M., New York City time, on the schedule attached hereto last day for giving such notationsnotice. Exercise All notices shall be executed by a duly authorized officer of such repayment option by the holder hereof participant (with signatures guaranteed) and shall be irrevocable. Notwithstanding In addition, beneficial owners of the preceding paragraphGlobal Note or Notes representing Notes shall effect delivery to the Depositary at the time such notices of election are given by causing the applicable participant to transfer such beneficial owner's interest in the Global Note or Notes representing such Notes, if this Note is a Subordinated Noteon the Depositary's records, to the extent then required under or pursuant to applicable laws or regulations (including, without limitation, applicable capital regulations), this Note may not be repaid at the option of the holder pursuant to the preceding paragraph, without the prior written consent of the Federal Reserve Board and any other bank supervisory authority having jurisdiction over the Bank and requiring such approvalTrustee. The Bank agrees to apply to the Federal Reserve Board and any such other bank supervisory authorities for any such prior written consentSection 3.05.