Common use of Terms of the Securities Clause in Contracts

Terms of the Securities. (a) The title of the Securities shall be the “1.326% Senior Callable Fixed-to-Fixed Rate Notes due 2023”; (b) The aggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed $1,000,000,000, except as otherwise provided in the Indenture; (c) Principal on the Securities shall be payable on June 15, 2023 (the “Maturity Date”); (d) The Securities shall be issued in global registered form on June 15, 2020 (the “Issue Date”). During the period from, and including, the Issue Date to, but excluding June 15, 2022 (the “Initial Fixed Rate Period”), interest shall accrue from the Issue Date at a fixed rate of 1.326% per annum. Interest accrued during the Initial Fixed Rate Period shall be payable semi-annually in arrears on June 15 and December 15 of each year (each, a “Fixed Rate Interest Payment Date”), commencing on December 15, 2020. During the period from, and including, June 15, 2022 (the “Reset Date”) to, but excluding, June 15, 2023 (the “Reset Fixed Rate Period”), interest shall accrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) on the Reset Determination Date (as defined below), plus 1.100%. Interest accrued during the Reset Fixed Rate Period shall be payable semi-annually in arrears on December 15, 2022 and June 15, 2023 (each, a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”). The Regular Record Dates for the Securities shall be 15 calendar days immediately preceding the relevant Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment. Interest during the Initial Fixed Rate Period shall be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment Date is not a Business Day, the Company shall pay interest on the next Business Day, but interest on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date. Interest during the Reset Fixed Rate Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. The interest rate during the Reset Fixed Rate Period will be reset on the Reset Determination Date. If any scheduled Reset Rate Interest Payment Date is not a Business Day, interest will be paid on the next Business Day, but interest on that payment will not accrue during the period from and after such scheduled Reset Rate Interest Payment Date. The U.S. Treasury Rate shall be determined by The Bank of New York Mellon, London Branch as calculation agent (the “Calculation Agent”).

Terms of the Securities. The following terms relating to the Securities are hereby established pursuant to Section 3.01 of the Subordinated Indenture: (a) The title of the Securities shall be be: the 5.300% Subordinated Debt Securities due 2045 (the “1.326% Senior Callable Fixed-to-Fixed Rate Notes due 2023Securities”); (b) The aggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed $1,000,000,000500,000,000, except as otherwise provided in the Indenture; (c) Principal on the Securities shall be payable on June 15December 1, 2023 (the “Maturity Date”)2045; (d) The Securities shall be issued in global registered form on June 15December 1, 2020 (the “Issue Date”). During the period from2015 and shall bear interest from December 1, and including, the Issue Date to, but excluding June 15, 2022 (the “Initial Fixed Rate Period”), interest shall accrue from the Issue Date at a fixed rate of 1.326% per annum. Interest accrued during the Initial Fixed Rate Period shall be 2015 payable semi-annually in arrears on June 15 1 and December 15 of each year 1 (each, a an “Fixed Rate Interest Payment Date”), commencing on December 15June 1, 20202016. During the period from, and including, June 15, 2022 (the “Reset Date”) to, but excluding, June 15, 2023 (the “Reset Fixed Rate Period”), The Securities shall bear an annual interest shall accrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) of 5.300%; Interest on the Reset Determination Date (as defined below), plus 1.100%. Interest accrued during the Reset Fixed Rate Period shall be payable semi-annually in arrears on December 15, 2022 and June 15, 2023 (each, a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”). The Regular Record Dates for the Securities shall be 15 calendar days immediately preceding the relevant Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment. Interest during the Initial Fixed Rate Period shall will be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment Date is not a Business Day, the Company shall pay interest on the next Business Day, but interest on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date. Interest during the Reset Fixed Rate Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. The interest rate during Regular Record Dates for the Reset Fixed Rate Period Securities will be reset on 15 calendar days immediately preceding the Reset Determination Date. If any scheduled Reset Rate relevant Interest Payment Date is Date, whether or not a Business Day; (e) No premium, upon redemption or otherwise, shall be payable by the Company on the Securities. (f) Principal of and any interest will on the Securities shall be paid on to the next Business Day, but interest on that payment will not accrue during the period from and after such scheduled Reset Rate Interest Payment Date. The U.S. Treasury Rate shall be determined by Holder through The Bank of New York Mellon, London Branch as calculation paying agent of the Company having offices in London, United Kingdom; (g) The Securities shall not be redeemable except as provided in Article 11 of the Subordinated Indenture, as supplemented by the Second Supplemental Indenture; (h) The Company shall have no obligation to redeem or purchase the Securities pursuant to any sinking fund or analogous provision; (i) The Securities shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof; (j) The principal amount of the Securities shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Subordinated Indenture, as amended by this Second Supplemental Indenture; (k) Additional Amounts in respect of the Securities shall be payable as set forth in the Subordinated Indenture, as supplemented by this Second Supplemental Indenture; (l) The Securities shall not be converted into or exchanged at the option of the Company; (m) The Securities shall be denominated in, and payments thereon shall be made in, U.S. Dollars; (n) The payment of principal of (and premium, if any) or interest, if any, on the Securities shall be payable only in the coin or currency in which the Securities are denominated; (o) The Securities will be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company; (p) The Securities will not be initially issued in definitive form; (q) There is no Calculation Agent for the Securities; (r) The Events of Default on the Securities are as provided for in Section 5.01 of the Subordinated Indenture, as amended by the Second Supplemental Indenture; (s) The subordination terms of the Securities are as provided for in Article 12 of the Subordinated Indenture as amended by ‎Section 3.17 of this Second Supplemental Indenture; (t) The form of the Securities to be issued on the date hereof shall be substantially in the form of Exhibit A hereto; and (u) The Company may issue additional Securities (“Calculation AgentAdditional Notes”)) after the date hereof having the same ranking and same interest rate, Maturity, redemption terms and other terms as the Securities except for the price to the public, issue date, first Interest Payment Date and temporary CUSIP, ISIN and/or other identifying numbers, provided that such Additional Notes must be fungible with the outstanding Securities for U.S. federal income tax purposes. Any such Additional Notes, together with the Securities will constitute a single series of securities under the Indenture.

Terms of the Securities. (a) The title of the Securities shall be the “1.3262.250% Senior Callable Fixed-to-Fixed Rate Notes due 20232022”; (b) The aggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed $1,000,000,0001,500,000,000, except as otherwise provided in the Indenture; (c) Principal on the Securities shall be payable on June 15August 14, 2023 (the “Maturity Date”)2022; (d) The Securities shall be issued in global registered form on June 15August 14, 2020 2019 (the “Issue Date”). During the period from) and shall bear interest from August 14, and including, the Issue Date to, but excluding June 15, 2022 (the “Initial Fixed Rate Period”), interest shall accrue from the Issue Date at a fixed rate of 1.326% per annum. Interest accrued during the Initial Fixed Rate Period shall be 2019 payable semi-annually in arrears on June 15 February 14 and December 15 of each year August 14 (each, a an “Fixed Rate Interest Payment Date”), commencing on December 15February 14, 2020. During the period from, and including, June 15, 2022 (the “Reset Date”) to, but excluding, June 15, 2023 (the “Reset Fixed Rate Period”), The Securities shall bear an annual interest shall accrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) of 2.250%; Interest on the Reset Determination Date (as defined below), plus 1.100%. Interest accrued during the Reset Fixed Rate Period shall be payable semi-annually in arrears on December 15, 2022 and June 15, 2023 (each, a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”). The Regular Record Dates for the Securities shall be 15 calendar days immediately preceding the relevant Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment. Interest during the Initial Fixed Rate Period shall will be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment Date is not a Business Day, the Company shall pay interest on the next Business Day, but interest on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date. Interest during the Reset Fixed Rate Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. The interest rate during Regular Record Dates for the Reset Fixed Rate Period Securities will be reset on 15 calendar days immediately preceding the Reset Determination Date. If any scheduled Reset Rate relevant Interest Payment Date is Date, whether or not a Business Day; (e) No premium, upon redemption or otherwise, shall be payable by the Company on the Securities; (f) Principal of and any interest will on the Securities shall be paid on to the next Business Day, but interest on that payment will not accrue during the period from and after such scheduled Reset Rate Interest Payment Date. The U.S. Treasury Rate shall be determined by Holder through The Bank of New York Mellon, acting through its London Branch Branch, as calculation paying agent of the Company; (g) The Securities may be redeemable pursuant to Section 11.08 of the Senior Indenture. In connection with any redemption of the Securities pursuant to Section 11.08 of the Senior Indenture, the date referenced therein shall be August 14, 2019; (h) The Company shall have no obligation to redeem or purchase the Securities pursuant to any sinking fund or analogous provision; (i) The Securities shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof; (j) The principal amount of the Securities shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Senior Indenture; (k) The Securities shall not be converted into or exchanged at the option of the Company or otherwise for stock or other securities of the Company; (l) The Securities shall be denominated in, and payments thereon shall be made in, U.S. Dollars; (m) The payment of principal of (and premium, if any) or interest, if any, on the Securities shall be payable only in the coin or currency in which the Securities are denominated; (n) The Securities shall be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company; (o) The Securities will not be initially issued in definitive form; (p) There is no Calculation Agent for the Securities; (q) The Events of Default on the Securities are as provided for in the Senior Indenture; (r) The form of the Securities to be issued on the date hereof shall be substantially in the form of Exhibit A hereto; (s) The Company may issue additional Securities (“Calculation AgentAdditional Securities”)) after the date hereof having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Securities except for the price to the public, issue date and first interest payment date, provided that such Additional Securities must be fungible with the outstanding Securities of the relevant series for U.S. federal income tax purposes. Any such Additional Securities, together with the Securities will constitute a single series of securities under the Indenture; (t) Additional Amounts in respect of the Securities shall be payable as set forth in the Senior Indenture.

Terms of the Securities. (a) The title of the Securities shall be the “1.3263.100% Senior Callable Fixed-to-Fixed Rate Notes due 20232021”; (b) The aggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed $1,000,000,000, except as otherwise provided in the Indenture; (c) Principal on the Securities shall be payable on June 15July 6, 2023 (the “Maturity Date”)2021; (d) The Securities shall be issued in global registered form on June 15July 6, 2020 (the “Issue Date”). During the period from2016 and shall bear interest from July 6, and including, the Issue Date to, but excluding June 15, 2022 (the “Initial Fixed Rate Period”), interest shall accrue from the Issue Date at a fixed rate of 1.326% per annum. Interest accrued during the Initial Fixed Rate Period shall be 2016 payable semi-annually in arrears on June 15 January 6 and December 15 of each year July 6 (each, a an “Fixed Rate Interest Payment Date”), commencing on December 15January 6, 20202017. During the period from, and including, June 15, 2022 (the “Reset Date”) to, but excluding, June 15, 2023 (the “Reset Fixed Rate Period”), The Securities shall bear an annual interest shall accrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) of 3.100%; Interest on the Reset Determination Date (as defined below), plus 1.100%. Interest accrued during the Reset Fixed Rate Period shall be payable semi-annually in arrears on December 15, 2022 and June 15, 2023 (each, a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”). The Regular Record Dates for the Securities shall be 15 calendar days immediately preceding the relevant Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment. Interest during the Initial Fixed Rate Period shall will be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment Date is not a Business Day, the Company shall pay interest on the next Business Day, but interest on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date. Interest during the Reset Fixed Rate Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. The interest rate during Regular Record Dates for the Reset Fixed Rate Period Securities will be reset on 15 calendar days immediately preceding the Reset Determination Date. If any scheduled Reset Rate relevant Interest Payment Date is Date, whether or not a Business Day; (e) No premium, upon redemption or otherwise, shall be payable by the Company on the Securities; (f) Principal of and any interest will on the Securities shall be paid on to the next Business Day, but interest on that payment will not accrue during the period from and after such scheduled Reset Rate Interest Payment Date. The U.S. Treasury Rate shall be determined by Holder through The Bank of New York Mellon, London Branch as calculation paying agent of the Company having offices in London, United Kingdom; (g) The Securities may be redeemable pursuant to Section 11.08 of the Senior Indenture. In connection with any redemption of the Securities pursuant to Section 11.08 of the Senior Indenture, the date referenced therein shall be July 6, 2016; (h) The Company shall have no obligation to redeem or purchase the Securities pursuant to any sinking fund or analogous provision; (i) The Securities shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof; (j) The principal amount of the Securities shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Senior Indenture; (k) The Securities shall not be converted into or exchanged at the option of the Company or otherwise for stock or other securities of the Company; (l) The Securities shall be denominated in, and payments thereon shall be made in, U.S. Dollars; (m) The payment of principal of (and premium, if any) or interest, if any, on the Securities shall be payable only in the coin or currency in which the Securities are denominated; (n) The Securities will be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company; (o) The Securities will not be initially issued in definitive form; (p) There is no Calculation Agent for the Securities; (q) The Events of Default on the Securities are as provided for in the Senior Indenture; (r) The form of the Securities to be issued on the date hereof shall be substantially in the form of Exhibit A hereto; (s) The Company may issue additional Securities (“Calculation AgentAdditional Notes”)) after the date hereof having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Securities 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 Securities for U.S. federal income tax purposes. Any such Additional Notes, together with the Securities will constitute a single series of securities under the Indenture; (t) Additional Amounts in respect of the Securities shall be payable as set forth in the Senior Indenture, as supplemented by this First Supplemental Indenture.

Terms of the Securities. (a) The title of the Securities shall be the “1.3264.450% Senior Callable Fixed-to-Fixed Rate Notes due 20232025”; (b) The aggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed $1,000,000,0001,500,000,000, except as otherwise provided in the Indenture; (c) Principal on the Securities shall be payable on June 15May 8, 2023 2025 (the “Maturity Date”); (d) The Securities shall be issued in global registered form on June 15May 8, 2020 2018 (the “Issue Date”). During the period from) and shall bear interest from May 8, and including, the Issue Date to, but excluding June 15, 2022 (the “Initial Fixed Rate Period”), interest shall accrue from the Issue Date at a fixed rate of 1.326% per annum. Interest accrued during the Initial Fixed Rate Period shall be 2018 payable semi-annually in arrears on June 15 May 8 and December 15 of each year November 8 (each, a an “Fixed Rate Interest Payment Date”), commencing on December 15November8, 20202018. During the period from, and including, June 15, 2022 (the “Reset Date”) to, but excluding, June 15, 2023 (the “Reset Fixed Rate Period”), The Securities shall bear an annual interest shall accrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) of 4.450%; Interest on the Reset Determination Date (as defined below), plus 1.100%. Interest accrued during the Reset Fixed Rate Period shall be payable semi-annually in arrears on December 15, 2022 and June 15, 2023 (each, a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”). The Regular Record Dates for the Securities shall be 15 calendar days immediately preceding the relevant Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment. Interest during the Initial Fixed Rate Period shall will be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment Date is not a Business Day, the Company shall pay interest on the next Business Day, but interest on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date. Interest during the Reset Fixed Rate Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. The interest rate during Regular Record Dates for the Reset Fixed Rate Period Securities will be reset on 15 calendar days immediately preceding the Reset Determination Date. If any scheduled Reset Rate relevant Interest Payment Date is Date, whether or not a Business Day; (e) No premium, upon redemption or otherwise, shall be payable by the Company on the Securities; (f) Principal of and any interest will on the Securities shall be paid on to the next Business Day, but interest on that payment will not accrue during the period from and after such scheduled Reset Rate Interest Payment Date. The U.S. Treasury Rate shall be determined by Holder through The Bank of New York Mellon, acting through its London Branch Branch, as calculation paying agent of the Company; (g) The Securities may be redeemable pursuant to Section 11.08 of the Senior Indenture. In connection with any redemption of the Securities pursuant to Section 11.08 of the Senior Indenture, the date referenced therein shall be May 8, 2018; (h) The Company shall have no obligation to redeem or purchase the Securities pursuant to any sinking fund or analogous provision; (i) The Securities shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof; (j) The principal amount of the Securities shall be payable upon the Maturity Date or the declaration of acceleration thereof pursuant to Section 5.02 of the Senior Indenture, as amended by this Fifth Supplemental Indenture; (k) The Securities shall not be converted into or exchanged at the option of the Company or otherwise for stock or other securities of the Company; (l) The Securities shall be denominated in, and payments thereon shall be made in, U.S. Dollars; (m) The payment of principal of (and premium, if any) or interest, if any, on the Securities shall be payable only in the coin or currency in which the Securities are denominated; (n) The Securities shall be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company; (o) The Securities shall not be initially issued in definitive form; (p) There is no Calculation Agent for the Securities; (q) The Events of Default on the Securities are as provided for in the Senior Indenture, as amended by this Fifth Supplemental Indenture; (r) The form of the Securities to be issued on the date hereof shall be substantially in the form of Exhibit A hereto; (s) The Company may issue additional Securities (“Calculation AgentAdditional Notes”)) after the date hereof having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Securities 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 Securities for U.S. federal income tax purposes. Any such Additional Notes, together with the Securities will constitute a single series of securities under the Indenture; (t) Additional Amounts in respect of the Securities shall be payable as set forth in the Senior Indenture.

Terms of the Securities. The following terms relating to the Securities are hereby established pursuant to Section 3.01 of the Subordinated Indenture: (a) The title of the Securities shall be be: the 4.582% Subordinated Debt Securities due 2025 (the “1.326% Senior Callable Fixed-to-Fixed Rate Notes due 2023Securities”); (b) The aggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed $1,000,000,0001,324,457,000, except as otherwise provided in the Indenture; (c) Principal on the Securities shall be payable on June 15December 10, 2023 (the “Maturity Date”)2025; (d) The Securities shall be issued in global registered form on June 15December 10, 2020 (the “Issue Date”). During the period from2015 and shall bear interest from December 10, and including, the Issue Date to, but excluding June 15, 2022 (the “Initial Fixed Rate Period”), interest shall accrue from the Issue Date at a fixed rate of 1.326% per annum. Interest accrued during the Initial Fixed Rate Period shall be 2015 payable semi-annually in arrears on June 15 10 and December 15 of each year 10 (each, a an “Fixed Rate Interest Payment Date”), commencing on December 15June 10, 20202016. During the period from, and including, June 15, 2022 (the “Reset Date”) to, but excluding, June 15, 2023 (the “Reset Fixed Rate Period”), The Securities shall bear an annual interest shall accrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) of 4.582%; Interest on the Reset Determination Date (as defined below), plus 1.100%. Interest accrued during the Reset Fixed Rate Period shall be payable semi-annually in arrears on December 15, 2022 and June 15, 2023 (each, a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”). The Regular Record Dates for the Securities shall be 15 calendar days immediately preceding the relevant Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment. Interest during the Initial Fixed Rate Period shall will be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment Date is not a Business Day, the Company shall pay interest on the next Business Day, but interest on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date. Interest during the Reset Fixed Rate Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. The interest rate during Regular Record Dates for the Reset Fixed Rate Period Securities will be reset on 15 calendar days immediately preceding the Reset Determination Date. If any scheduled Reset Rate relevant Interest Payment Date is Date, whether or not a Business Day; (e) No premium, upon redemption or otherwise, shall be payable by the Company on the Securities. (f) Principal of and any interest will on the Securities shall be paid on to the next Business Day, but interest on that payment will not accrue during the period from and after such scheduled Reset Rate Interest Payment Date. The U.S. Treasury Rate shall be determined by Holder through The Bank of New York Mellon, London Branch as calculation paying agent of the Company having offices in London, United Kingdom; (g) The Securities shall not be redeemable except as provided in Article 11 of the Subordinated Indenture, as supplemented by the Third Supplemental Indenture; (h) The Company shall have no obligation to redeem or purchase the Securities pursuant to any sinking fund or analogous provision; (i) The Securities shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof; (j) The principal amount of the Securities shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Subordinated Indenture, as amended by this Third Supplemental Indenture; (k) Additional Amounts in respect of the Securities shall be payable as set forth in the Subordinated Indenture, as supplemented by this Third Supplemental Indenture; (l) The Securities shall not be converted into or exchanged at the option of the Company; (m) The Securities shall be denominated in, and payments thereon shall be made in, U.S. Dollars; (n) The payment of principal of (and premium, if any) or interest, if any, on the Securities shall be payable only in the coin or currency in which the Securities are denominated; (o) The Securities will be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company; (p) The Securities will not be initially issued in definitive form; (q) There is no Calculation Agent for the Securities; (r) The Events of Default on the Securities are as provided for in Section 5.01 of the Subordinated Indenture, as amended by the Third Supplemental Indenture; (s) The subordination terms of the Securities are as provided for in Article 12 of the Subordinated Indenture as amended by ‎Section 3.17 of this Third Supplemental Indenture; (t) The form of the Securities to be issued on the date hereof shall be substantially in the form of Exhibit A hereto; and (u) The Company may issue additional Securities (“Calculation AgentAdditional Notes”)) after the date hereof having the same ranking and same interest rate, Maturity, redemption terms and other terms as the Securities except for the price to the public, issue date, first Interest Payment Date and temporary CUSIP, ISIN and/or other identifying numbers, provided that such Additional Notes must be fungible with the outstanding Securities for U.S. federal income tax purposes. Any such Additional Notes, together with the Securities will constitute a single series of securities under the Indenture.

Terms of the Securities. (a) The title of the Securities shall be the “1.3263.900% Senior Callable Fixed-to-Fixed Rate Notes due 20232024”; (b) The aggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed $1,000,000,000, except as otherwise provided in the Indenture; (c) Principal on the Securities shall be payable on June 15March 12, 2023 (the “Maturity Date”)2024; (d) The Securities shall be issued in global registered form on June 15March 12, 2020 2019 (the “Issue Date”). During the period from) and shall bear interest from March 12, and including, the Issue Date to, but excluding June 15, 2022 (the “Initial Fixed Rate Period”), interest shall accrue from the Issue Date at a fixed rate of 1.326% per annum. Interest accrued during the Initial Fixed Rate Period shall be 2019 payable semi-annually in arrears on June 15 September 12 and December 15 of each year March 12 (each, a an “Fixed Rate Interest Payment Date”), commencing on December 15September 12, 20202019. During the period from, and including, June 15, 2022 (the “Reset Date”) to, but excluding, June 15, 2023 (the “Reset Fixed Rate Period”), The Securities shall bear an annual interest shall accrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) of 3.900%; Interest on the Reset Determination Date (as defined below), plus 1.100%. Interest accrued during the Reset Fixed Rate Period shall be payable semi-annually in arrears on December 15, 2022 and June 15, 2023 (each, a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”). The Regular Record Dates for the Securities shall be 15 calendar days immediately preceding the relevant Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment. Interest during the Initial Fixed Rate Period shall will be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment Date is not a Business Day, the Company shall pay interest on the next Business Day, but interest on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date. Interest during the Reset Fixed Rate Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. The interest rate during Regular Record Dates for the Reset Fixed Rate Period Securities will be reset on 15 calendar days immediately preceding the Reset Determination Date. If any scheduled Reset Rate relevant Interest Payment Date is Date, whether or not a Business Day; (e) No premium, upon redemption or otherwise, shall be payable by the Company on the Securities; (f) Principal of and any interest will on the Securities shall be paid on to the next Business Day, but interest on that payment will not accrue during the period from and after such scheduled Reset Rate Interest Payment Date. The U.S. Treasury Rate shall be determined by Holder through The Bank of New York Mellon, acting through its London Branch Branch, as calculation paying agent of the Company; (g) The Securities may be redeemable pursuant to Section 11.08 of the Senior Indenture. In connection with any redemption of the Securities pursuant to Section 11.08 of the Senior Indenture, the date referenced therein shall be March 12, 2019; (h) The Company shall have no obligation to redeem or purchase the Securities pursuant to any sinking fund or analogous provision; (i) The Securities shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof; (j) The principal amount of the Securities shall be payable upon March 12, 2024 or the declaration of acceleration thereof pursuant to Section 5.02 of the Senior Indenture, as amended by this Eighth Supplemental Indenture; (k) The Securities shall not be converted into or exchanged at the option of the Company or otherwise for stock or other securities of the Company; (l) The Securities shall be denominated in, and payments thereon shall be made in, U.S. Dollars; (m) The payment of principal of (and premium, if any) or interest, if any, on the Securities shall be payable only in the coin or currency in which the Securities are denominated; (n) The Securities shall be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company; (o) The Securities shall not be initially issued in definitive form; (p) There is no Calculation Agent for the Securities; (q) The Events of Default on the Securities are as provided for in the Senior Indenture, as amended by this Eighth Supplemental Indenture; (r) The form of the Securities to be issued on the date hereof shall be substantially in the form of Exhibit A hereto; (s) The Company may issue additional Securities (“Calculation AgentAdditional Securities”)) after the date hereof having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Securities except for the price to the public, issue date and first interest payment date, provided that such Additional Securities must be fungible with the outstanding Securities for U.S. federal income tax purposes. Any such Additional Securities, together with the Securities will constitute a single series of securities under the Indenture; (t) Additional Amounts in respect of the Securities shall be payable as set forth in the Senior Indenture.

Terms of the Securities. The following terms relating to the Securities are hereby established pursuant to Section 3.01 of the Subordinated Indenture: (a) The title of the Securities shall be be: the 4.344% Subordinated Debt Securities due 2048 (the “1.326% Senior Callable Fixed-to-Fixed Rate Notes due 2023Securities”); (b) The aggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed $1,000,000,0001,500,000,000, except as otherwise provided in the Indenture; (c) Principal on the Securities shall be payable on June 15January 9, 2023 (the “Maturity Date”)2048; (d) The Securities shall be issued in global registered form on June 15January 9, 2020 (the “Issue Date”). During the period from2018 and shall bear interest from January 9, and including, the Issue Date to, but excluding June 15, 2022 (the “Initial Fixed Rate Period”), interest shall accrue from the Issue Date at a fixed rate of 1.326% per annum. Interest accrued during the Initial Fixed Rate Period shall be 2018 payable semi-annually in arrears on June 15 January 9 and December 15 of each year July 9 (each, a an “Fixed Rate Interest Payment Date”), commencing on December 15July 9, 20202018. During the period from, and including, June 15, 2022 (the “Reset Date”) to, but excluding, June 15, 2023 (the “Reset Fixed Rate Period”), The Securities shall bear an annual interest shall accrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) of 4.344%; Interest on the Reset Determination Date (as defined below), plus 1.100%. Interest accrued during the Reset Fixed Rate Period shall be payable semi-annually in arrears on December 15, 2022 and June 15, 2023 (each, a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”). The Regular Record Dates for the Securities shall be 15 calendar days immediately preceding the relevant Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment. Interest during the Initial Fixed Rate Period shall will be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment Date is not a Business Day, the Company shall pay interest on the next Business Day, but interest on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date. Interest during the Reset Fixed Rate Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. The interest rate during Regular Record Dates for the Reset Fixed Rate Period Securities will be reset on 15 calendar days immediately preceding the Reset Determination Date. If any scheduled Reset Rate relevant Interest Payment Date is Date, whether or not a Business Day; (e) No premium, upon redemption or otherwise, shall be payable by the Company on the Securities; (f) Principal of and any interest will on the Securities shall be paid on to the next Business Day, but interest on that payment will not accrue during the period from and after such scheduled Reset Rate Interest Payment Date. The U.S. Treasury Rate shall be determined by Holder through The Bank of New York MellonMellon acting through its London branch, London Branch as calculation paying agent of the Company; (g) The Securities shall not be redeemable except as provided in Article 11 of the Subordinated Indenture, as supplemented by this Seventh Supplemental Indenture; (h) The Company shall have no obligation to redeem or purchase the Securities pursuant to any sinking fund or analogous provision; (i) The Securities shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof; (j) The principal amount of the Securities shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Subordinated Indenture, as amended by this Seventh Supplemental Indenture; (k) Additional Amounts in respect of the Securities shall be payable as set forth in the Subordinated Indenture, as supplemented by this Seventh Supplemental Indenture; (l) The Securities shall not be converted into or exchanged at the option of the Company; (m) The Securities shall be denominated in, and payments thereon shall be made in, U.S. Dollars; (n) The payment of principal of (and premium, if any) or interest, if any, on the Securities shall be payable only in the coin or currency in which the Securities are denominated; (o) The Securities will be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company; (p) The Securities will not be initially issued in definitive form; (q) There is no Calculation Agent for the Securities; (r) The Events of Default on the Securities are as provided for in Section 5.01 of the Subordinated Indenture, as amended by this Seventh Supplemental Indenture; (s) The subordination terms of the Securities are as provided for in Article 12 of the Subordinated Indenture as amended by ‎Section 3.17 of this Seventh Supplemental Indenture; (t) The form of the Securities to be issued on the date hereof shall be substantially in the form of Exhibit A hereto; and (u) The Company may issue additional Securities (“Calculation AgentAdditional Notes”)) after the date hereof having the same ranking and same interest rate, Maturity, redemption terms and other terms as the Securities except for the price to the public, issue date, first interest payment date and temporary CUSIP, ISIN and/or other identifying numbers, provided that such Additional Notes must be fungible with the outstanding Securities for U.S. federal income tax purposes. Any such Additional Notes, together with the outstanding Securities will constitute a single series of securities under the Indenture.

Terms of the Securities. The following terms relating to the Securities are hereby established pursuant to Section 3.01 of the Subordinated Indenture: (a) The title of the Securities shall be be: the 4.582% Subordinated Debt Securities due 2025 (the “1.326% Senior Callable Fixed-to-Fixed Rate Notes due 2023Securities”); (b) The aggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed $1,000,000,000[●], except as otherwise provided in the Indenture; (c) Principal on the Securities shall be payable on June 15December 10, 2023 (the “Maturity Date”)2025; (d) The Securities shall be issued in global registered form on [●], 2016 and shall bear interest from June 1510, 2020 (the “Issue Date”). During the period from, and including, the Issue Date to, but excluding June 15, 2022 (the “Initial Fixed Rate Period”), interest shall accrue from the Issue Date at a fixed rate of 1.326% per annum. Interest accrued during the Initial Fixed Rate Period shall be 2016 payable semi-annually in arrears on June 15 10 and December 15 of each year 10 (each, a an “Fixed Rate Interest Payment Date”), commencing on December 1510, 20202016. During the period from, and including, June 15, 2022 (the “Reset Date”) to, but excluding, June 15, 2023 (the “Reset Fixed Rate Period”), The Securities shall bear an annual interest shall accrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) on the Reset Determination Date (as defined below), plus 1.100of 4.582%. Interest accrued during the Reset Fixed Rate Period shall be payable semi-annually in arrears on December 15, 2022 and June 15, 2023 (each, a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”). The Regular Record Dates for the Securities shall be 15 calendar days immediately preceding the relevant Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment. Interest during the Initial Fixed Rate Period shall will be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment Date is not a Business Day, the Company shall pay interest on the next Business Day, but interest on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date. Interest during the Reset Fixed Rate Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. The interest rate during Regular Record Dates for the Reset Fixed Rate Period Securities will be reset on 15 calendar days immediately preceding the Reset Determination Date. If any scheduled Reset Rate relevant Interest Payment Date is Date, whether or not a Business Day; (e) No premium, upon redemption or otherwise, shall be payable by the Company on the Securities; (f) Principal of and any interest will on the Securities shall be paid on to the next Business Day, but interest on that payment will not accrue during the period from and after such scheduled Reset Rate Interest Payment Date. The U.S. Treasury Rate shall be determined by Holder through The Bank of New York Mellon, London Branch as calculation paying agent of the Company having offices in London, United Kingdom; (g) The Securities shall not be redeemable except as provided in Article 11 of the Subordinated Indenture, as supplemented by the Sixth Supplemental Indenture; (h) The Company shall have no obligation to redeem or purchase the Securities pursuant to any sinking fund or analogous provision; (i) The Securities shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof; (j) The principal amount of the Securities shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Subordinated Indenture, as amended by this Sixth Supplemental Indenture; (k) Additional Amounts in respect of the Securities shall be payable as set forth in the Subordinated Indenture, as supplemented by this Sixth Supplemental Indenture; (l) The Securities shall not be converted into or exchanged at the option of the Company; (m) The Securities shall be denominated in, and payments thereon shall be made in, U.S. Dollars; (n) The payment of principal of (and premium, if any) or interest, if any, on the Securities shall be payable only in the coin or currency in which the Securities are denominated; (o) The Securities will be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company; (p) The Securities will not be initially issued in definitive form; (q) There is no Calculation Agent for the Securities; (r) The Events of Default on the Securities are as provided for in Section 5.01 of the Subordinated Indenture, as amended by the Sixth Supplemental Indenture; (s) The subordination terms of the Securities are as provided for in Article 12 of the Subordinated Indenture as amended by ‎Section 3.17 of this Sixth Supplemental Indenture; (t) The form of the Securities to be issued on the date hereof shall be substantially in the form of Exhibit A hereto; and (u) The Company may issue additional Securities (“Calculation AgentAdditional Notes”)) after the date hereof having the same ranking and same interest rate, Maturity, redemption terms and other terms as the Securities except for the price to the public, issue date, first Interest Payment Date and temporary CUSIP, ISIN and/or other identifying numbers, provided that such Additional Notes must be fungible with the outstanding Securities for U.S. federal income tax purposes. Any such Additional Notes, together with the Securities will constitute a single series of securities under the Indenture.

Terms of the Securities. The following terms relating to the Securities are hereby established pursuant to Section 3.01 of the Subordinated Indenture: (a) The title of the Securities shall be be: the 1.985% Fixed Rate Reset Subordinated Debt Securities due 2031 (the “1.326% Senior Callable Fixed-to-Fixed Rate Notes due 2023Securities”); (b) The aggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed $1,000,000,000£500,000,000, except as otherwise provided in the Indenture; (c) Principal on the Securities shall be payable on June December 15, 2023 (the “Maturity Date”)2031; (d) The Securities shall be issued in global registered form on June 15, 2020 2021 and shall bear interest from (and including) June 15, 2021 to (but excluding) December 15, 2026 (the “Issue Reset Date”). During the period from, at a rate of 1.985% per annum, and from (and including, ) the Issue Reset Date to, to (but excluding June 15, 2022 excluding) Maturity (the “Initial Fixed Rate Reset Period”), interest shall accrue from the Issue Date at a fixed rate per annum calculated by the Calculation Agent on the Reset Determination Date (as defined below) as being equal to the sum of 1.326% the Reset Reference Rate (as defined below) (expressed as a rate per annum) and 1.600% (the “Margin”), such sum being converted to a semi-annual rate in accordance with market convention (rounded to three decimal places, with 0.0005 rounded down) (each a “Reset Rate of Interest”). Interest accrued during the Initial Fixed Rate Period shall will be payable semi-annually in arrears on June 15 and December 15 of each year (each, a an “Fixed Rate Interest Payment Date”), commencing on December 15, 2020. During the period from, 2021 to (and including) Maturity. Interest on the Securities will be calculated on the basis of the number of days in the relevant period, June 15, 2022 (from and including the “Reset Date”) date from which interest begins to accrue to, but excluding, June 15the date on which it falls due, 2023 (the “Reset Fixed Rate Period”), interest shall accrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined divided by the Calculation Agent actual number of days in the interest period in which the relevant period falls (as defined below) on including the Reset Determination Date (as defined below), plus 1.100%. Interest accrued during first such day but excluding the Reset Fixed Rate Period shall be payable semi-annually in arrears on December 15, 2022 and June 15, 2023 (each, a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”last). The Regular Record Dates for the Securities shall will be 15 calendar days at the close of business of the relevant Clearing System on the Clearing System Business Day immediately preceding the relevant Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment. Interest during the Initial Fixed Rate Period shall be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment Date is not a Business Day, the Company shall pay interest on the next Business Day, but interest on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date. Interest during the Reset Fixed Rate Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. The interest rate during the Reset Fixed Rate Period will be reset on the Reset Determination Date. If any scheduled Reset Rate Interest Payment Date is not a Business Day, interest will be paid on the next Business Day, but interest on that payment will not accrue during the period from and after such scheduled Reset Rate Interest Payment Date. The U.S. Treasury Rate shall be determined by The Bank of New York Mellon, London Branch as calculation agent (the “Calculation Agent”).

Terms of the Securities. The following terms relating to the Securities are hereby established pursuant to Section 3.01 of the Senior Indenture: (a) The title of the Securities shall be be: the 2.350% Senior Notes due 2019 (the “1.326% Senior Callable Fixed-to-Fixed Rate Notes due 2023Securities”); (b) The aggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed $1,000,000,000, except as otherwise provided in the Indenture; (c) Principal on the Securities shall be payable on June 15September 5, 2023 (the “Maturity Date”)2019; (d) The Securities shall be issued in global registered form on June 15September 5, 2020 (the “Issue Date”). During the period from2014 and shall bear interest from September 5, and including, the Issue Date to, but excluding June 15, 2022 (the “Initial Fixed Rate Period”), interest shall accrue from the Issue Date at a fixed rate of 1.326% per annum. Interest accrued during the Initial Fixed Rate Period shall be 2014 payable semi-annually in arrears on June 15 March 5 and December 15 of each year September 5 (each, a an “Fixed Rate Interest Payment Date”), commencing on December 15March 5, 20202015. During the period from, and including, June 15, 2022 (the “Reset Date”) to, but excluding, June 15, 2023 (the “Reset Fixed Rate Period”), The Securities shall bear an annual interest shall accrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) of 2.350%; Interest on the Reset Determination Date (as defined below), plus 1.100%. Interest accrued during the Reset Fixed Rate Period shall be payable semi-annually in arrears on December 15, 2022 and June 15, 2023 (each, a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”). The Regular Record Dates for the Securities shall be 15 calendar days immediately preceding the relevant Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment. Interest during the Initial Fixed Rate Period shall will be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment Date is not a Business Day, the Company shall pay interest on the next Business Day, but interest on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date. Interest during the Reset Fixed Rate Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. The interest rate during Regular Record Dates for the Reset Fixed Rate Period Securities will be reset on 15 calendar days immediately preceding the Reset Determination Date. If any scheduled Reset Rate relevant Interest Payment Date is Date, whether or not a Business Day; (e) No premium, upon redemption or otherwise, shall be payable by the Company on the Securities; (f) Principal of and any interest will on the Securities shall be paid on to the next Business Day, but interest on that payment will not accrue during the period from and after such scheduled Reset Rate Interest Payment Date. The U.S. Treasury Rate shall be determined by Holder through The Bank of New York Mellon, London Branch as calculation paying agent of the Company having offices in London, United Kingdom; (g) The Securities may be redeemable pursuant to Section 11.08 of the Senior Indenture. In connection with any redemption of the Securities pursuant to Section 11.08 of the Senior Indenture, the date referenced therein shall be September 5, 2014; (h) The Company shall have no obligation to redeem or purchase the Securities pursuant to any sinking fund or analogous provision; (i) The Securities shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof; (j) The principal amount of the Securities shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Senior Indenture; (k) The Securities shall not be converted into or exchanged at the option of the Company or otherwise for stock or other securities of the Company; (l) The Securities shall be denominated in, and payments thereon shall be made in, U.S. Dollars; (m) The payment of principal of (and premium, if any) or interest, if any, on the Securities shall be payable only in the coin or currency in which the Securities are denominated; (n) The Securities will be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company; (o) The Securities will not be initially issued in definitive form; (p) There is no Calculation Agent for the Securities; (q) The Events of Default on the Securities are as provided for in the Senior Indenture; (r) The form of the Securities to be issued on the date hereof and the Guarantee to be endorsed on the Securities shall be substantially in the form of Exhibit A hereto; (s) The Company may issue additional Securities (“Calculation AgentAdditional Notes”)) after the date hereof having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Securities except for the price to the public and issue date, provided that such Additional Notes must be fungible with the outstanding Securities for U.S. federal income tax purposes. Any such Additional Notes, together with the Securities will constitute a single series of securities under the Indenture; (t) Additional Amounts in respect of the Securities shall be payable as set forth in the Senior Indenture, as supplemented by this Third Supplemental Indenture.

Terms of the Securities. The following terms relating to the Securities are hereby established pursuant to Section 3.01 of the Subordinated Indenture: (a) The title of the Securities shall be be: the 4.650% Subordinated Debt Securities due 2026 (the “1.326% Senior Callable Fixed-to-Fixed Rate Notes due 2023Securities”); (b) The aggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed $1,000,000,0001,500,000,000, except as otherwise provided in the Indenture; (c) Principal on the Securities shall be payable on June 15March 24, 2023 (the “Maturity Date”)2026; (d) The Securities shall be issued in global registered form on June 15March 24, 2020 (the “Issue Date”). During the period from2016 and shall bear interest from March 24, and including, the Issue Date to, but excluding June 15, 2022 (the “Initial Fixed Rate Period”), interest shall accrue from the Issue Date at a fixed rate of 1.326% per annum. Interest accrued during the Initial Fixed Rate Period shall be 2016 payable semi-annually in arrears on June 15 March 24 and December 15 of each year September 24 (each, a an “Fixed Rate Interest Payment Date”), commencing on December 15September 24, 20202016. During the period from, and including, June 15, 2022 (the “Reset Date”) to, but excluding, June 15, 2023 (the “Reset Fixed Rate Period”), The Securities shall bear an annual interest shall accrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) of 4.650%; Interest on the Reset Determination Date (as defined below), plus 1.100%. Interest accrued during the Reset Fixed Rate Period shall be payable semi-annually in arrears on December 15, 2022 and June 15, 2023 (each, a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”). The Regular Record Dates for the Securities shall be 15 calendar days immediately preceding the relevant Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment. Interest during the Initial Fixed Rate Period shall will be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment Date is not a Business Day, the Company shall pay interest on the next Business Day, but interest on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date. Interest during the Reset Fixed Rate Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. The interest rate during Regular Record Dates for the Reset Fixed Rate Period Securities will be reset on 15 calendar days immediately preceding the Reset Determination Date. If any scheduled Reset Rate relevant Interest Payment Date is Date, whether or not a Business Day; (e) No premium, upon redemption or otherwise, shall be payable by the Company on the Securities; (f) Principal of and any interest will on the Securities shall be paid on to the next Business Day, but interest on that payment will not accrue during the period from and after such scheduled Reset Rate Interest Payment Date. The U.S. Treasury Rate shall be determined by Holder through The Bank of New York Mellon, London Branch as calculation paying agent of the Company having offices in London, United Kingdom; (g) The Securities shall not be redeemable except as provided in Article 11 of the Subordinated Indenture, as supplemented by this Fourth Supplemental Indenture; (h) The Company shall have no obligation to redeem or purchase the Securities pursuant to any sinking fund or analogous provision; (i) The Securities shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof; (j) The principal amount of the Securities shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Subordinated Indenture, as amended by this Fourth Supplemental Indenture; (k) Additional Amounts in respect of the Securities shall be payable as set forth in the Subordinated Indenture, as supplemented by this Fourth Supplemental Indenture; (l) The Securities shall not be converted into or exchanged at the option of the Company; (m) The Securities shall be denominated in, and payments thereon shall be made in, U.S. Dollars; (n) The payment of principal of (and premium, if any) or interest, if any, on the Securities shall be payable only in the coin or currency in which the Securities are denominated; (o) The Securities will be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company; (p) The Securities will not be initially issued in definitive form; (q) There is no Calculation Agent for the Securities; (r) The Events of Default on the Securities are as provided for in Section 5.01 of the Subordinated Indenture, as amended by this Fourth Supplemental Indenture; (s) The subordination terms of the Securities are as provided for in Article 12 of the Subordinated Indenture as amended by ‎Section 3.17 of this Fourth Supplemental Indenture; (t) The form of the Securities to be issued on the date hereof shall be substantially in the form of Exhibit A hereto; and (u) The Company may issue additional Securities (“Calculation AgentAdditional Notes”)) after the date hereof having the same ranking and same interest rate, Maturity, redemption terms and other terms as the Securities except for the price to the public, issue date, first Interest Payment Date and temporary CUSIP, ISIN and/or other identifying numbers, provided that such Additional Notes must be fungible with the outstanding Securities for U.S. federal income tax purposes. Any such Additional Notes, together with the Securities will constitute a single series of securities under the Indenture.

Terms of the Securities. (a) The title of the Securities shall be the “1.3262.858% Senior Callable Fixed-to-Fixed Rate Floating Notes due 2023”; (b) The aggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed $1,000,000,0001,500,000,000, except as otherwise provided in the Indenture; (c) Principal on the Securities shall be payable on June 15March 17, 2023 (the “Maturity Date”); (d) The Securities shall be issued in global registered form on June 15September 17, 2020 2019 (the “Issue Date”). During the period from, and including, the Issue Date to, but excluding June 15March 17, 2022 (the “Initial Fixed Rate Period”), interest shall accrue from the Issue Date at a fixed rate of 1.3262.858% per annum. Interest accrued during the Initial Fixed Rate Period shall be payable semi-annually in arrears on June 15 March 17 and December 15 September 17 of each year (each, a “Fixed Rate Interest Payment Date”), commencing on December 15March 17, 2020. During the period from, and including, June 15March 17, 2022 (the “Reset Date”) to, but excluding, June 15March 17, 2023 (the “Reset Fixed Floating Rate Period”), interest shall accrue at a fixed floating annual rate (the “Floating Interest Rate”) equal to LIBOR on the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) on the Reset Interest Determination Date (as defined below), plus 1.100%the Spread. The “Spread” is 1.249% per annum. Interest accrued during the Reset Fixed Floating Rate Period shall be payable semi-annually quarterly in arrears on June 17, 2022, September 17, 2022, December 1517, 2022 and June 15March 17, 2023 (each, a “Reset Floating Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”). The Regular Record Dates for the Securities shall be 15 calendar days immediately preceding the relevant Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment. Interest during the Initial Fixed Rate Period shall be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment Date is not a Business Day, the Company shall pay interest on the next Business Day, but interest on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date. Interest during the Reset Fixed Floating Rate Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of and the actual number of days elapsed in such periodelapsed. The interest rate during the Reset Fixed Floating Interest Rate Period will shall be reset on the each Floating Rate Interest Payment Date (each, an “Interest Reset Determination Date”). If any scheduled Reset Floating Rate Interest Payment Date (other than the Maturity Date) is not a Business Day, such Floating Rate Interest Payment Date shall be postponed to the next succeeding Business Day and interest will thereon shall continue to accrue, except that if the Business Day falls in the next succeeding calendar month, such Floating Rate Interest Payment Date shall be paid the immediately preceding Business Day. In each such case, except for the Floating Rate Interest Payment Date falling on the next Business DayMaturity Date, the Floating Rate Interest Period and the Interest Reset Dates shall be adjusted accordingly to calculate the amount of interest payable on the Securities. The first interest period shall begin on, and include, the last Fixed Rate Interest Payment Date to, but interest on that payment will not accrue during exclude, the period from and after such scheduled Reset Rate First Floating Interest Payment Date. Each subsequent interest period shall begin on, and include, a Floating Interest Payment Date to, but exclude, the immediately succeeding Floating Interest Payment Date (together with the first interest period, each a “Floating Rate Interest Period”) except that the final Floating Rate Interest Period shall end on, but exclude, the Maturity Date. The U.S. Treasury Calculation Agent shall determine LIBOR for each Floating Rate shall be determined by The Bank Interest Period on the second London Banking Day prior to the first day of New York Mellon, London Branch as calculation agent such Floating Rate Interest Period (the an “Calculation AgentInterest Determination Date”).

Terms of the Securities. (a) The title of the Securities shall be the “1.3264.375% Senior Callable Fixed-to-Fixed Rate Notes due 20232028”; (b) The aggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed $1,000,000,0001,500,000,000, except as otherwise provided in the Indenture; (c) Principal on the Securities shall be payable on June 15March 22, 2023 2028 (the “Maturity Date”); (d) The Securities shall be issued in global registered form on June 15March 22, 2020 2018 (the “Issue Date”). During the period from) and shall bear interest from March 22, and including, the Issue Date to, but excluding June 15, 2022 (the “Initial Fixed Rate Period”), interest shall accrue from the Issue Date at a fixed rate of 1.326% per annum. Interest accrued during the Initial Fixed Rate Period shall be 2018 payable semi-annually in arrears on June 15 March 22 and December 15 of each year September 22 (each, a an “Fixed Rate Interest Payment Date”), commencing on December 15September 22, 20202018. During the period from, and including, June 15, 2022 (the “Reset Date”) to, but excluding, June 15, 2023 (the “Reset Fixed Rate Period”), The Securities shall bear an annual interest shall accrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) of 4.375%; Interest on the Reset Determination Date (as defined below), plus 1.100%. Interest accrued during the Reset Fixed Rate Period shall be payable semi-annually in arrears on December 15, 2022 and June 15, 2023 (each, a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”). The Regular Record Dates for the Securities shall be 15 calendar days immediately preceding the relevant Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment. Interest during the Initial Fixed Rate Period shall will be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment Date is not a Business Day, the Company shall pay interest on the next Business Day, but interest on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date. Interest during the Reset Fixed Rate Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. The interest rate during Regular Record Dates for the Reset Fixed Rate Period Securities will be reset on 15 calendar days immediately preceding the Reset Determination Date. If any scheduled Reset Rate relevant Interest Payment Date is Date, whether or not a Business Day; (e) No premium, upon redemption or otherwise, shall be payable by the Company on the Securities; (f) Principal of and any interest will on the Securities shall be paid on to the next Business Day, but interest on that payment will not accrue during the period from and after such scheduled Reset Rate Interest Payment Date. The U.S. Treasury Rate shall be determined by Holder through The Bank of New York Mellon, acting through its London Branch Branch, as calculation paying agent of the Company; (g) The Securities may be redeemable pursuant to Section 11.08 of the Senior Indenture. In connection with any redemption of the Securities pursuant to Section 11.08 of the Senior Indenture, the date referenced therein shall be March 22, 2018; (h) The Company shall have no obligation to redeem or purchase the Securities pursuant to any sinking fund or analogous provision; (i) The Securities shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof; (j) The principal amount of the Securities shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Senior Indenture, as amended by this Fourth Supplemental Indenture; (k) The Securities shall not be converted into or exchanged at the option of the Company or otherwise for stock or other securities of the Company; (l) The Securities shall be denominated in, and payments thereon shall be made in, U.S. Dollars; (m) The payment of principal of (and premium, if any) or interest, if any, on the Securities shall be payable only in the coin or currency in which the Securities are denominated; (n) The Securities will be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company; (o) The Securities will not be initially issued in definitive form; (p) There is no Calculation Agent for the Securities; (q) The Events of Default on the Securities are as provided for in the Senior Indenture, as amended by this Fourth Supplemental Indenture; (r) The form of the Securities to be issued on the date hereof shall be substantially in the form of Exhibit A hereto; (s) The Company may issue additional Securities (“Calculation AgentAdditional Notes”)) after the date hereof having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Securities 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 Securities for U.S. federal income tax purposes. Any such Additional Notes, together with the Securities will constitute a single series of securities under the Indenture; (t) Additional Amounts in respect of the Securities shall be payable as set forth in the Senior Indenture.

Terms of the Securities. The following terms relating to the Securities are hereby established pursuant to Section 3.01 of the Subordinated Indenture: (a) The title of the Securities shall be be: the 5.300% Subordinated Debt Securities due 2045 (the “1.326% Senior Callable Fixed-to-Fixed Rate Notes due 2023Securities”); (b) The aggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed $1,000,000,000824,033,000, except as otherwise provided in the Indenture; (c) Principal on the Securities shall be payable on June 15December 1, 2023 (the “Maturity Date”)2045; (d) The Securities shall be issued in global registered form on November 14, 2016 and shall bear interest from June 151, 2020 (the “Issue Date”). During the period from, and including, the Issue Date to, but excluding June 15, 2022 (the “Initial Fixed Rate Period”), interest shall accrue from the Issue Date at a fixed rate of 1.326% per annum. Interest accrued during the Initial Fixed Rate Period shall be 2016 payable semi-annually in arrears on June 15 1 and December 15 of each year 1 (each, a an “Fixed Rate Interest Payment Date”), commencing on December 151, 20202016. During the period from, and including, June 15, 2022 (the “Reset Date”) to, but excluding, June 15, 2023 (the “Reset Fixed Rate Period”), The Securities shall bear an annual interest shall accrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) on the Reset Determination Date (as defined below), plus 1.100of 5.300%. Interest accrued during the Reset Fixed Rate Period shall be payable semi-annually in arrears on December 15, 2022 and June 15, 2023 (each, a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”). The Regular Record Dates for the Securities shall be 15 calendar days immediately preceding the relevant Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment. Interest during the Initial Fixed Rate Period shall will be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment Date is not a Business Day, the Company shall pay interest on the next Business Day, but interest on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date. Interest during the Reset Fixed Rate Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. The interest rate during Regular Record Dates for the Reset Fixed Rate Period Securities will be reset on 15 calendar days immediately preceding the Reset Determination Date. If any scheduled Reset Rate relevant Interest Payment Date is Date, whether or not a Business Day; (e) No premium, upon redemption or otherwise, shall be payable by the Company on the Securities; (f) Principal of and any interest will on the Securities shall be paid on to the next Business Day, but interest on that payment will not accrue during the period from and after such scheduled Reset Rate Interest Payment Date. The U.S. Treasury Rate shall be determined by Holder through The Bank of New York Mellon, London Branch as calculation paying agent of the Company having offices in London, United Kingdom; (g) The Securities shall not be redeemable except as provided in Article 11 of the Subordinated Indenture, as supplemented by the Fifth Supplemental Indenture; (h) The Company shall have no obligation to redeem or purchase the Securities pursuant to any sinking fund or analogous provision; (i) The Securities shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof; (j) The principal amount of the Securities shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Subordinated Indenture, as amended by this Fifth Supplemental Indenture; (k) Additional Amounts in respect of the Securities shall be payable as set forth in the Subordinated Indenture, as supplemented by this Fifth Supplemental Indenture; (l) The Securities shall not be converted into or exchanged at the option of the Company; (m) The Securities shall be denominated in, and payments thereon shall be made in, U.S. Dollars; (n) The payment of principal of (and premium, if any) or interest, if any, on the Securities shall be payable only in the coin or currency in which the Securities are denominated; (o) The Securities will be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company; (p) The Securities will not be initially issued in definitive form; (q) There is no Calculation Agent for the Securities; (r) The Events of Default on the Securities are as provided for in Section 5.01 of the Subordinated Indenture, as amended by the Fifth Supplemental Indenture; (s) The subordination terms of the Securities are as provided for in Article 12 of the Subordinated Indenture as amended by Section 3.17 of this Fifth Supplemental Indenture; (t) The form of the Securities to be issued on the date hereof shall be substantially in the form of Exhibit A hereto; and (u) The Company may issue additional Securities (“Calculation AgentAdditional Notes”)) after the date hereof having the same ranking and same interest rate, Maturity, redemption terms and other terms as the Securities except for the price to the public, issue date, first Interest Payment Date and temporary CUSIP, ISIN and/or other identifying numbers, provided that such Additional Notes must be fungible with the outstanding Securities for U.S. federal income tax purposes. Any such Additional Notes, together with the Securities will constitute a single series of securities under the Indenture.

Terms of the Securities. (a) The title of the Securities shall be the “1.3263.870% Senior Callable Fixed-to-Fixed Rate Notes due 20232025”; (b) The aggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed $1,000,000,0001,500,000,000, except as otherwise provided in the Indenture; (c) Principal on the Securities shall be payable on June 15July 9, 2023 2025 (the “Maturity Date”); (d) The Securities shall be issued in global registered form on June 15April 9, 2020 (the “Issue Date”). During the period from, and including, the Issue Date to, but excluding June 15July 9, 2022 2024 (the “Initial Fixed Rate Period”), interest shall accrue from the Issue Date at a fixed rate of 1.3263.870% per annum. Interest accrued during the Initial Fixed Rate Period shall be payable semi-annually in arrears on June 15 January 9 and December 15 July 9 of each year (each, a “Fixed Rate Interest Payment Date”), commencing on December 15July 9, 20202020 (short first interest period). During the period from, and including, June 15July 9, 2022 2024 (the “Reset Date”) to, but excluding, June 15July 9, 2023 2025 (the “Reset Fixed Rate Period”), interest shall accrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) on the Reset Determination Date (as defined below), plus 1.1003.500%. Interest accrued during the Reset Fixed Rate Period shall be payable semi-annually in arrears on December 15January 9, 2022 2025 and June 15July 9, 2023 2025 (each, a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”). The Regular Record Dates for the Securities shall be 15 calendar days immediately preceding the relevant Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment. Interest during the Initial Fixed Rate Period shall be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment Date is not a Business Day, the Company shall pay interest on the next Business Day, but interest on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date. Interest during the Reset Fixed Rate Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. The interest rate during the Reset Fixed Rate Period will be reset on the Reset Determination Date. If any scheduled Reset Rate Interest Payment Date is not a Business Day, interest will be paid on the next Business Day, but interest on that payment will not accrue during the period from and after such scheduled Reset Rate Interest Payment Date. The U.S. Treasury Rate shall be determined by The Bank of New York Mellon, London Branch as calculation agent (the “Calculation Agent”).

Terms of the Securities. The following terms relating to the Securities are hereby established pursuant to Section 3.01 of the Subordinated Indenture: (a) The title of the Securities shall be be: the 5.300% Subordinated Debt Securities due 2045 (the “1.326% Senior Callable Fixed-to-Fixed Rate Notes due 2023Securities”); (b) The aggregate principal amount of the Securities that may be authenticated and delivered under the Indenture shall not exceed $1,000,000,000[●], except as otherwise provided in the Indenture; (c) Principal on the Securities shall be payable on June 15December 1, 2023 (the “Maturity Date”)2045; (d) The Securities shall be issued in global registered form on [●], 2016 and shall bear interest from June 151, 2020 (the “Issue Date”). During the period from, and including, the Issue Date to, but excluding June 15, 2022 (the “Initial Fixed Rate Period”), interest shall accrue from the Issue Date at a fixed rate of 1.326% per annum. Interest accrued during the Initial Fixed Rate Period shall be 2016 payable semi-annually in arrears on June 15 1 and December 15 of each year 1 (each, a an “Fixed Rate Interest Payment Date”), commencing on December 151, 20202016. During the period from, and including, June 15, 2022 (the “Reset Date”) to, but excluding, June 15, 2023 (the “Reset Fixed Rate Period”), The Securities shall bear an annual interest shall accrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) on the Reset Determination Date (as defined below), plus 1.100of 5.300%. Interest accrued during the Reset Fixed Rate Period shall be payable semi-annually in arrears on December 15, 2022 and June 15, 2023 (each, a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”). The Regular Record Dates for the Securities shall be 15 calendar days immediately preceding the relevant Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment. Interest during the Initial Fixed Rate Period shall will be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment Date is not a Business Day, the Company shall pay interest on the next Business Day, but interest on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date. Interest during the Reset Fixed Rate Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. The interest rate during Regular Record Dates for the Reset Fixed Rate Period Securities will be reset on 15 calendar days immediately preceding the Reset Determination Date. If any scheduled Reset Rate relevant Interest Payment Date is Date, whether or not a Business Day; (e) No premium, upon redemption or otherwise, shall be payable by the Company on the Securities; (f) Principal of and any interest will on the Securities shall be paid on to the next Business Day, but interest on that payment will not accrue during the period from and after such scheduled Reset Rate Interest Payment Date. The U.S. Treasury Rate shall be determined by Holder through The Bank of New York Mellon, London Branch as calculation paying agent of the Company having offices in London, United Kingdom; (g) The Securities shall not be redeemable except as provided in Article 11 of the Subordinated Indenture, as supplemented by the Fifth Supplemental Indenture; (h) The Company shall have no obligation to redeem or purchase the Securities pursuant to any sinking fund or analogous provision; (i) The Securities shall be issued only in denominations of $200,000 and in integral multiples of $1,000 in excess thereof; (j) The principal amount of the Securities shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Subordinated Indenture, as amended by this Fifth Supplemental Indenture; (k) Additional Amounts in respect of the Securities shall be payable as set forth in the Subordinated Indenture, as supplemented by this Fifth Supplemental Indenture; (l) The Securities shall not be converted into or exchanged at the option of the Company; (m) The Securities shall be denominated in, and payments thereon shall be made in, U.S. Dollars; (n) The payment of principal of (and premium, if any) or interest, if any, on the Securities shall be payable only in the coin or currency in which the Securities are denominated; (o) The Securities will be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company; (p) The Securities will not be initially issued in definitive form; (q) There is no Calculation Agent for the Securities; (r) The Events of Default on the Securities are as provided for in Section 5.01 of the Subordinated Indenture, as amended by the Fifth Supplemental Indenture; (s) The subordination terms of the Securities are as provided for in Article 12 of the Subordinated Indenture as amended by ‎Section 3.17 of this Fifth Supplemental Indenture; (t) The form of the Securities to be issued on the date hereof shall be substantially in the form of Exhibit A hereto; and (u) The Company may issue additional Securities (“Calculation AgentAdditional Notes”)) after the date hereof having the same ranking and same interest rate, Maturity, redemption terms and other terms as the Securities except for the price to the public, issue date, first Interest Payment Date and temporary CUSIP, ISIN and/or other identifying numbers, provided that such Additional Notes must be fungible with the outstanding Securities for U.S. federal income tax purposes. Any such Additional Notes, together with the Securities will constitute a single series of securities under the Indenture.