DATED 7 MARCH 2023 BARCLAYS PLC AS ISSUER AND THE

CLIFFORD CHANCE LLP

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CONFORMED COPY

DATED 7 MARCH 2023

BARCLAYS PLC

AS ISSUER

AND

THE BANK OF NEW YORK MELLON, LONDON BRANCH

AS TRUSTEE

AMENDMENT AND RESTATEMENT DEED

RELATING TO A TRUST DEED DATED 24 MAY

2005, AS MOST RECENTLY AMENDED AND

RESTATED ON 7 MARCH 2022

RELATING TO THE ISSUER'S

DEBT ISSUANCE PROGRAMME

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CONTENTS

Clause Page

Definitions and Interpretation ........................................................................................... 1

Issue of the Notes ............................................................................................................ 12

Covenant to Repay .......................................................................................................... 12

The Notes ........................................................................................................................ 15

Status of the Notes ........................................................................................................... 17

Covenant to comply with the Trust Deed ........................................................................ 19

Covenants by the Issuer ................................................................................................... 19

Amendments and Substitution......................................................................................... 21

Enforcement .................................................................................................................... 24

10.

Proof of Non-Payment ..................................................................................................... 26

11.

Application of Moneys .................................................................................................... 26

12.

Terms of Appointment .................................................................................................... 28

13.

Trustee contracting with the Issuer ................................................................................. 33

14.

Costs and Expenses ......................................................................................................... 33

15.

Appointment and Retirement .......................................................................................... 36

16.

Notices ............................................................................................................................. 38

17.

Law and Jurisdiction ....................................................................................................... 39

18.

Severability ...................................................................................................................... 39

19.

Contracts (Rights of Third Parties) Act 1999 .................................................................. 39

20.

Attorney ........................................................................................................................... 39

21.

Invalidity ......................................................................................................................... 40

22.

Counterparts .................................................................................................................... 40

Schedule 1 Terms and Conditions of the Notes ....................................................................... 41

Schedule 2 .............................................................................................................................. 117

Part A Form of Temporary Global Note ................................................................................ 117

Part B Form of Permanent Global Note ................................................................................. 132

Part C Form of Definitive Note ............................................................................................. 143

Part D Form of Coupon.......................................................................................................... 146

Part E Form of Talon ............................................................................................................. 148

Schedule 3 .............................................................................................................................. 149

Part A Form of Unrestricted Global Certificate ..................................................................... 149

Part B Form of Restricted Global Certificate ........................................................................ 159

Part C Form of Unrestricted Individual Certificate ............................................................... 168

Part D Form of Restricted Individual Certificate ................................................................... 172

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Schedule 4 Provisions for Meetings of Noteholders.............................................................. 177

Schedule 5 Form of Transfer Certificate ............................................................................... 191

Schedule 6 Parity Obligations of the Issuer .......................................................................... 194

Schedule 7 Junior Obligations of the Issuer ......................................................................... 195

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THIS TRUST DEED is made on 7 March 2023

BETWEEN:

(1) BARCLAYS PLC, a company incorporated under the laws of England and Wales,

whose registered office is at 1 Churchill Place, London E14 5HP, United Kingdom (the

"Issuer"); and

(2) THE BANK OF NEW YORK MELLON, LONDON BRANCH (formerly The Bank

of New York) (the "Trustee", which expression includes, where the context admits, all

persons for the time being the trustee or trustees of this Trust Deed).

WHEREAS

(A) The Parties have agreed to amend and restate the provisions of a Trust Deed entered

into by Barclays Bank PLC (the "Bank") and The Bank of New York and dated 24 May

2005, as amended and restated from time to time and as most recently amended and

restated on 7 March 2022 (the "Original Trust Deed").

(B) With effect from the date hereof, the Original Trust Deed shall for all purposes be

amended and restated as set out in this Trust Deed.

issuance programme as set out herein (the "Programme").

(D) In connection with the Programme, the Bank and Capita Trust Company Limited

(formerly called Royal & Sun Alliance Trust Company Limited) as trustee (the

"Former Trustee") entered into a Trust Deed dated 10 October 1995, as amended and

restated on 8 October 1997, supplemented by a First Supplemental Trust Deed dated 29

October 1998, by a Second Supplemental Trust Deed dated 28 October 1999, by a Third

Supplemental Trust Deed dated 30 October 2000, by a Fourth Supplemental Trust Deed

dated 16 March 2001, by a Fifth Supplemental Trust Deed dated 1 May 2002, by a

Sixth Supplemental Trust Deed dated 2 May 2003 and by a Seventh Supplemental Trust

Deed dated 14 May 2004.

(E) The Bank resolved to replace the Former Trustee for all issues of Notes from 24 May

2005 with the Trustee. The Former Trustee will continue to act as trustee in respect of

Notes issued under the Programme prior to that date.

(F) The Trustee has agreed to act as trustee of this Trust Deed on the following terms and

conditions.

NOW THIS TRUST DEED WITNESSES AND IT IS HEREBY DECLARED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

All terms and expressions which have defined meanings in the Base Prospectus or the

Agency Agreement shall have the same meanings in this Trust Deed except where the

context requires otherwise or unless otherwise stated.

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In addition, in this Trust Deed the following expressions have the following meanings:

"Agency Agreement" means the Agency Agreement dated 10 October 1995 (as

amended and/or supplemented and/or restated from time to time) pursuant to which the

Issuer has appointed the Principal Paying Agent, the CMU Lodging and Paying Agent,

the ICSD Registrar, the CMU Registrar, the other Transfer and Paying Agents, the

Foreign Exchange Agent and the Agent Bank in relation to all or any Series of the Notes

and any other agreement for the time being in force appointing other or further Transfer

and Paying Agents or another Agent Bank in relation to all or any Series of the Notes,

or in connection with their duties, together with any agreement for the time being in

force amending or modifying with the prior written approval of the Trustee (in the case

of Transfer and Paying Agents) any of the aforesaid agreements.

"Agent Bank" means, in relation to all or any relevant Series of the Notes, the Principal

Paying Agent, or, if applicable, any successor agent bank in relation thereto which shall

become such agent bank pursuant to the provisions of the Agency Agreement or such

other agent bank in relation thereto as may from time to time be appointed as such by

the Issuer and (except in the case of the initial Agent Bank in respect of any Series of

the Notes) notice of whose appointment has been given to the relevant Noteholders in

accordance with Condition 20 (Notices).

"Agents" means the Principal Paying Agent, the Registrars, the CMU Lodging and

Paying Agent, the other Transfer and Paying Agents, the Agent Bank and the Foreign

Exchange Agent or any of them.

"Appointee" means any delegate, agent, nominee or custodian appointed pursuant to

the provisions of this Trust Deed.

"Auditors" means the auditors for the time being of the Issuer.

"Authorised Person" means any person who is designated in writing by the Issuer from

time to time to give Instructions to the Trustee under the terms of this Trust Deed.

"Authorised Signatory" means any Director of the Issuer, any Authorised Person or

any other person or persons notified to the Trustee as being an Authorised Signatory

pursuant to Clause 7.18 (Covenants by the Issuer).

"Base Prospectus" means the base prospectus dated 7 March 2023 relating to the Notes,

as from time to time amended, supplemented or replaced and including those

documents incorporated therein by reference and, in relation to each Tranche, the

relevant Final Terms or the Pricing Supplement, as applicable.

"Bearer Note" means a Note issued in bearer form.

"Certificate" means, in relation to any Series, any Global Certificate or Individual

Certificate and includes any replacement Certificate issued pursuant to Condition 16

(Replacement of Notes and Coupons).

"CGN Permanent Global Note" means a Permanent Global Note representing Notes

for which the relevant Final Terms specify that the New Global Note form is not

applicable.

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"CGN Temporary Global Note" means a Temporary Global Note representing Notes

for which the relevant Final Terms specify that the New Global Note form is not

applicable.

"Clearstream, Luxembourg" means Clearstream Banking, S.A.

"CMU Lodging and Paying Agent" means the institution at its Specified Office

initially appointed as lodging and paying agent pursuant to the Agency Agreement or,

if applicable, any successor lodging and paying agent at its Specified Office.

"CMU Member" means any member of the CMU Service.

"CMU Notes" means each Series of Notes cleared through the CMU Service.

"CMU Reference Manual" means the reference manual relating to the operation of

the CMU Service issued by the HKMA to CMU Members, as amended from time to

time.

"CMU Registrar" means in relation to the Registered Notes of any Series of CMU

Notes, The Bank of New York Mellon, Hong Kong Branch, initially appointed as

registrar in relation to such Notes pursuant to the relative Agency Agreement and/or, if

applicable, any successor registrar in relation to such Registered Notes.

"CMU Rules" means all requirements of the CMU Service for the time being

applicable to a CMU Member and includes:

(a) all the obligations for the time being applicable to a CMU Member under or by

virtue of its membership agreement with the CMU Service and the CMU

Reference Manual;

(b) all the operating procedures as set out in the CMU Reference Manual for the

time being in force in so far as such procedures are applicable to a CMU

Member; and

given by the HKMA through any operational circulars or pursuant to any

provision of its membership agreement with the HKMA or the CMU Reference

Manual.

"CMU Service" means the Central Moneymarkets Unit Service operated by the HKMA.

"Conditions" means:

(a) in relation to the Bearer Notes of any Series, the terms and conditions to be

endorsed on, or incorporated by reference in, the Bearer Notes of such Series,

in the form set out in Schedule 1 (Terms and Conditions of the Notes) or in such

other form, having regard to the terms of the Notes of the relevant Series, as

may be agreed between the Issuer, the Principal Paying Agent, the Trustee and

the Relevant Dealer(s) as supplemented, amended, replaced and/or completed

by the Final Terms applicable to such Series, as any of the same may from time

to time be modified in accordance with this Trust Deed and any reference in this

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Trust Deed to a particular numbered Condition shall be construed in relation to

the Bearer Notes of such Series accordingly; and

(b) in relation to the Registered Notes of any Series, the terms and conditions to be

endorsed on, or incorporated by reference in, the Certificates in respect of such

Series, in the form set out in Schedule 1 (Terms and Conditions of the Notes) or

in such other form, having regard to the terms of the relevant Series, as may be

agreed between the Issuer, the Registrar, the Trustee and the Relevant Dealer(s)

as supplemented, amended, replaced and/or completed by the Final Terms

applicable to such Series, as any of the same may from time to time be modified

in accordance with the provisions of this Trust Deed and any reference in this

Trust Deed to a particular numbered Condition shall be construed in relation to

the Registered Notes of such Series accordingly.

"Contractual Currency" means, in relation to any payment obligation of any Note,

the currency in which that payment obligation is expressed and, in relation to

Clause 14.1 (Remuneration), pounds sterling or such other currency as may be agreed

between the Issuer and the Trustee from time to time.

"Couponholder" means the holder of a Coupon (whether or not attached to the relevant

Notes).

"Coupons" means any bearer interest coupons appertaining to the Bearer Notes of any

Series or, as the context may require, a specific number thereof and includes any

replacement Coupons issued pursuant to Condition 16 (Replacement of Notes and

Coupons) and, where the context so permits, the Talons appertaining to the Bearer

Notes of such Series.

"Dealers" means any person appointed as a Dealer by the Distribution Agreement and

any other person which the Issuer may appoint as a Dealer and notice of whose

appointment has been given to the Principal Paying Agent and the Trustee by the Issuer

in accordance with the provisions of the Distribution Agreement but excluding any

entity whose appointment has been terminated in accordance with the terms of the

Distribution Agreement and notice of whose termination has been given to the Principal

Paying Agent and the Trustee by the Issuer in accordance with the provisions of the

Distribution Agreement and references to the "Relevant Dealer(s)" mean, in relation

to any Note, the Dealer(s) with whom the Issuer has agreed the issue and purchase of

such Note.

"Default" means any of the conditions, events or acts provided in Condition 14(a)(i)

(Enforcement Events and Remedies Non-payment) or Condition 14(b) (Enforcement

Events and Remedies Winding-up).

"Definitive Notes" means Bearer Notes in definitive form issued or, as the case may

be, required to be issued by the Issuer in accordance with the provisions of the

Distribution Agreement or any other agreement between the Issuer and the Relevant

Dealer(s), the Agency Agreement and this Trust Deed in exchange for a Temporary

Global Note or part thereof or a Permanent Global Note (all as indicated in the relevant

Final Terms), such Bearer Notes in definitive form being in the form or substantially in

the form set out in Part C (Form of Definitive Note) of Schedule 2.

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"Director" means any member of the board of directors of the Issuer from time to time.

"Distribution Agreement" means the distribution agreement dated 10 October 1995

(as amended and/or supplemented and/or restated from time to time) between the Issuer

and the Dealers named therein in relation to the Programme.

"DTC" means the Depository Trust Company.

"Euroclear" means Euroclear Bank S.A./N.V.

"Extraordinary Resolution" has the meaning set out in Schedule 4 (Provisions for

Meetings of Noteholders).

"Foreign Exchange Agent" means The Bank of New York Mellon, London Branch.

"Global Certificate" means, in relation to any Series, any Unrestricted Global

Certificate or Restricted Global Certificate issued or to be issued pursuant to Clause 4.2

(Global Certificates).

"Global Note" means a CGN Temporary Global Note, a CGN Permanent Global Note,

a NGN Temporary Global Note or a NGN Permanent Global Note.

"HKMA" means the Hong Kong Monetary Authority.

"ICSD Registrar" means in relation to the Registered Notes of any Series (other than

CMU Notes), The Bank of New York Mellon SA/NV, Luxembourg Branch, initially

appointed as registrar in relation to such Notes pursuant to the relative Agency

Agreement and/or, if applicable, any successor registrar in relation to such Registered

Notes.

"Individual Certificate" means, in relation to any Series, any Unrestricted Individual

Certificate or Restricted Individual Certificate representing a Noteholder's entire

holding of Notes, in or substantially in the form set out in Part C (Form of Unrestricted

Individual Certificate) and Part D (Form of Restricted Individual Certificate) of

Schedule 3.

"Instructions" means any written notices, directions or instructions received by the

Trustee from an Authorised Person or from a person reasonably believed by the Trustee

to be an Authorised Person.

"Junior Obligations" means the obligations of the Issuer (as issuer or borrower, as the

case may be) in respect of the stocks, bonds, notes and loans listed in Schedule 7 (Junior

Obligations of the Issuer) and any other obligations of the Issuer which rank or are

expressed to rank pari passu with any of such obligations.

"Liabilities" means, unless otherwise indicated, any loss, damage, cost, claim, demand,

expense, fees, judgment, action, proceeding or other liability whatsoever (including,

without limitation, in respect of taxes, duties, levies, imposts and other charges) and

legal fees and expenses on a full indemnity basis.

"Losses" means any and all claims, losses, liabilities, damages, costs, fees, expenses

and judgments (including legal fees and expenses) sustained by either party.

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"NGN Permanent Global Note" means a Permanent Global Note representing Notes

for which the relevant Final Terms specify that the New Global Note form is applicable.

"NGN Temporary Global Note" means a Temporary Global Note representing Notes

for which the relevant Final Terms specify that the New Global Note form is applicable.

"Noteholder" and (in relation to a Note) "Holder" means, in the case of a Bearer Note,

the bearer of a Note or, in the case of a Registered Note, a person in whose name a Note

is registered in the Register (or in the case of joint holders, the first named thereof) save

that, for so long as the Notes of any Series are represented by a Global Note or Global

Certificate, each person who has for the time being a particular principal amount of

such Notes credited to his securities account in the records of Clearstream, Luxembourg,

Euroclear, DTC or CMU Service shall be deemed to be the Noteholder in respect of the

principal amount of such Notes for all purposes hereof other than for the purpose of

payments in respect thereof, the right to which shall be vested, as against the Issuer,

solely in the bearer, in the case of a Bearer Note, or registered holder, in the case of a

Registered Note, of such Global Note or Global Certificate, as applicable, in accordance

with and subject to the terms of this Trust Deed and such Global Note or Global

Certificate.

"Notes" means the notes of each Series constituted in relation to or by this Trust Deed

which shall, in the case of Bearer Notes, be in or substantially in the form set out in

Schedule 2 and in the case of Registered Notes, be represented by a Certificate in or

substantially in the form set out in Schedule 3 or, as the case may be, a specific number

thereof and includes any replacement Notes of such Series issued pursuant to Condition

16 (Replacement of Notes and Coupons) and (except for the purposes of Clauses 4.1

(Global Notes), 4.2 (Global Certificates) and 4.5 (Signature)) each Global Note or

Global Certificate in respect of such Series for so long as it has not been exchanged in

accordance with the terms thereof.

''Order'' means the Banks and Building Societies (Priorities on Insolvency) Order 2018.

"outstanding" means, in relation to the Notes of any Series, all the Notes of such Series

other than:

(a) those which have been redeemed in full in accordance with this Trust Deed;

(b) those in respect of which the date for redemption in accordance with the

provisions of the Conditions has occurred and for which the redemption moneys

(including premium (if any) and all interest accrued thereon to the date for such

redemption) have been duly paid to the Trustee or the Principal Paying Agent

in the manner provided for in the Agency Agreement (and, where appropriate,

notice to that effect has been given to the Noteholders in accordance with

Condition 20 (Notices)) and remain available for payment in accordance with

the Conditions;

in Condition 10 (Redemption and Purchase);

(d) those which have become void under Condition 15 (Prescription);

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(e) any Global Note (or Global Certificate, as the case may be) to the extent that it

shall have been exchanged for another Global Note (or Global Certificate, as

the case may be) in respect of the Notes of the relevant Series or for Definitive

Bearer Notes (or Individual Certificate, as the case may be) of the relevant

Series, in each case pursuant to its provisions;

(f) in the case of Bearer Notes only:

(i) those mutilated or defaced Notes which have been surrendered or

cancelled and in respect of which replacement Notes have been issued

pursuant to Condition 16 (Replacement of Notes and Coupons);

(ii) (for the purpose only of ascertaining the aggregate nominal amount of

Notes outstanding and without prejudice to the status for any other

purpose of the relevant Notes) those Notes which are alleged to have

been lost, stolen or destroyed and in respect of which replacements have

been issued pursuant to Condition 16 (Replacement of Notes and

Coupons);

provided that for each of the following purposes, namely:

(A) the right to attend and vote at any meeting of the Holders of

Notes of any Series or to sign any written resolution under

paragraph 21 (Written Resolution) of Schedule 4 (Provisions for

Meetings of Noteholders);

(B) the determination of how many and which Notes of any Series

are for the time being outstanding for the purposes of Clause 8.1

(Waiver), Condition 14 (Enforcement Events and Remedies),

Condition 18 (Meetings of Noteholders; Modification and

Waiver; Substitution) and Schedule 4 (Provisions for Meetings

of Noteholders);

Trust Deed or provided by law, which the Trustee is required to

exercise in or by reference to the interests of the Holders of the

Notes of any Series or any of them; and

(D) the determination by the Trustee whether any event,

circumstances, matter or thing is, in its opinion, materially

prejudicial to the interests of the Noteholders or any of them,

those Notes (if any) of the relevant Series which are for the time being held by

any person (including but not limited to the Issuer or any Subsidiary of the

Issuer) for the benefit of the Issuer or any Subsidiary of the Issuer shall (unless

and until ceasing to be so held) be deemed not to remain outstanding.

For the purposes of this definition, in the case of each NGN and each Global Certificate

to be held under the NSS, the Trustee shall rely on the records of the ICSDs in relation

to any determination of the principal amount outstanding on such NGN or Global

Certificate.

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"Parity Obligations" means the obligations of the Issuer (as issuer or borrower, as the

case may be) in respect of the stocks, bonds, notes and loans listed in Schedule 6 (Parity

Obligations of the Issuer) and any other obligations of the Issuer which rank or are

expressed to rank pari passu with any of such obligations.

"Permanent Global Note" means, in relation to any Series, a Global Note to be issued

pursuant to Clause 4.1 (Global Notes) in the form or substantially in the form set out in

Part B (Form of Permanent Global Note) of Schedule 2.

"Potential Default" means an event or circumstance which could, with the giving of

notice, lapse of time, the issuing of a certificate and/or fulfilment of any other

requirement provided for in Condition 14 (Enforcement Events and Remedies), become

a Default.

"Principal Paying Agent" means the institution at its Specified Office initially

appointed as principal paying agent pursuant to the Agency Agreement or, if applicable,

any successor principal paying agent at its Specified Office.

"Registered Note" means a Note issued in registered form.

"Registrar" means the ICSD Registrar or the CMU Registrar, as the context may

require, and "Registrars" means both of them.

"repay" includes "redeem" and vice versa and "repaid", "repayable", "repayment",

"redeemed", "redeemable" and "redemption" shall be construed accordingly.

"Restricted Global Certificate" means, in relation to any Series, a restricted global

registered note certificate representing the Notes of such Series to be issued pursuant to

Clause 4.2 (Global Certificates) in the form or substantially in the form set out in Part

B (Form of Restricted Global Certificate) of Schedule 3 and bearing the Rule 144A

Legend and any legends required by DTC.

"Restricted Individual Certificate" means, in relation to any Series, a restricted

individual registered note certificate representing a Noteholder's entire holding of Notes

of such Series in the form or substantially in the form set out in Part D (Form of

Restricted Individual Certificate) of Schedule 3 and bearing the Rule 144A Legend.

"Rule 144A Legend" means the transfer restriction legend relating to the Securities Act

set out in the forms of Restricted Global Certificate and Restricted Individual

Certificate.

"secondary non-preferential debts" shall have the meaning given to it in the Order

and any other law or regulation applicable to the Issuer which is amended by the Order.

"Securities Act" means the United States Securities Act of 1933.

"Senior Creditors" means creditors of the Issuer (i) who are unsubordinated creditors

of the Issuer; (ii) who are subordinated creditors of the Issuer (whether in the event of

winding-up or administration of the Issuer or otherwise) other than (x) those whose

claims by law rank, or by their terms are expressed to rank, pari passu with or junior to

the claims of the Holders of Tier 2 Capital Notes and relevant Couponholders or (y)

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those whose claims are in respect of Parity Obligations or Junior Obligations; or (iii)

who are creditors in respect of any secondary non-preferential debts.

"Series" means a Tranche of Notes together with any further Tranche or Tranches of

Notes expressed to be consolidated and form a single series with the Notes of the

original Tranche and the terms of which are identical (save for the Issue Date and/or

the Interest Commencement Date but including as to whether or not the Notes are listed).

"Specified Office" shall have the meaning given to such term in the Agency Agreement.

"Stock Exchange" means any stock exchange, listing authority and/or quotation system

on or by which the Notes are admitted to listing, trading and/or quotation.

"Talons" means any bearer talons appertaining to the Bearer Notes of any Series or, as

the context may require, a specific number thereof and includes any replacement Talons

issued pursuant to Condition 16 (Replacement of Notes and Coupons).

"Temporary Global Note" means, in relation to any Series, a Global Note to be issued

pursuant to Clause 4.1 (Global Notes) in the form or substantially in the form set out in

Part A (Form of Temporary Global Note) of Schedule 2.

"The Bank of New York Mellon Group" means The Bank of New York Mellon and

any company or other entity of which The Bank of New York Mellon is directly or

indirectly a shareholder or owner. For purposes of this Trust Deed, each branch of The

Bank of New York Mellon shall be a separate member of The Bank of New York

Mellon Group.

"this Trust Deed" means this Trust Deed and the Schedules (as from time to time

modified in accordance with the provisions contained herein) and (unless the context

requires otherwise) includes any deed or other document executed in accordance with

the provisions hereof (as from time to time modified as aforesaid) and expressed to be

supplemental hereto.

"Tier 2 Capital Note Claims" means the claims of the Trustee (on behalf of the

Noteholders but not the rights and claims of the Trustee in its personal capacity under

this Trust Deed, in respect of which the Trustee shall be a Senior Creditor) and the

relevant Noteholders and Couponholders against the Issuer, in the winding up or

administration of the Issuer, in respect of the Tier 2 Capital Notes and the Coupons

appertaining thereto.

"Tier 2 Capital Notes" means Notes issued by the Issuer and specified as Tier 2 Capital

Notes in the relevant Final Terms.

"Tranche" means Notes which are issued on the same issue date, the terms of which

are identical in all respects (save that a Tranche may comprise Notes in more than one

denomination and Notes in bearer form and Notes in registered form).

"Trustee Acts" means both the Trustee Act 1925 and the Trustee Act 2000 of England

and Wales.

"Unrestricted Global Certificate" means, in relation to any Series, an unrestricted

global registered note certificate representing the Notes of such Series to be issued

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pursuant to Clause 4.2 (Global Certificates) of such Series in the form or substantially

in the form set out in Part A (Form of Unrestricted Global Certificate) of Schedule 3

and bearing the legends required by DTC but not the Rule 144A Legend.

"Unrestricted Individual Certificate" means, in relation to any Series, an unrestricted

individual registered note certificate representing a Noteholder's entire initial holding

of Notes of such Series in the form or substantially in the form set out in Part C (Form

of Unrestricted Individual Certificate) of Schedule 3.

"Zero Coupon Note" means a Note on which no interest is payable.

1.2 Principles of interpretation

In this Trust Deed:

1.2.1

Statutory modification: any references to a provision of any statute shall be

deemed also to refer to any statutory modification or re-enactment thereof or

any statutory instrument, order or regulation made thereunder or under such

modification or re-enactment;

1.2.2

Additional amounts: any references to principal and/or interest in respect of the

Notes of any Series shall be deemed also to include any additional amounts, any

redemption amounts, any premium which may be payable under the Conditions;

1.2.3

Relevant Currency: any references to the "relevant currency" shall be

construed as references to the currency in which payments in respect of the

Notes and/or Coupons of the relevant Series are to be made as indicated in the

relevant Final Terms;

1.2.4

Tax: any references to costs, charges or expenses shall include any value added

tax or similar tax charged or chargeable in respect thereof;

1.2.5

Enforcement of rights: any references to an action, remedy or method of judicial

proceedings for the enforcement of rights of creditors shall include, in respect

of any jurisdiction other than England, references to such action, remedy or

method of judicial proceedings for the enforcement of rights of creditors

available or appropriate in such jurisdictions as shall most nearly approximate

thereto;

1.2.6

Clauses and Schedules: any references to a Schedule or a Clause are, unless

otherwise stated, to a schedule hereto or a clause hereof respectively;

1.2.7

Clearing systems: any references to Euroclear and/or Clearstream, Luxembourg

and/or the CMU Service and/or DTC shall, wherever the context so admits, be

deemed to include references to any additional or alternative clearing system

approved by the Issuer and the Trustee;

1.2.8

Trust corporation: any references to a trust corporation denote a corporation

entitled by rules made under the Public Trustee Act 1906 to act as a custodian

trustee or entitled pursuant to any other legislation applicable to a trustee in any

jurisdiction other than England to act as trustee and carry on trust business under

the laws of the country of its incorporation;

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1.2.9

Coupons: in the case of any Notes which are Zero Coupon Notes or Registered

Notes, references to Coupons and Couponholders in this Trust Deed are not

applicable to such Notes;

1.2.10

Talons: if Talons are specified in the relevant Final Terms as being attached to

the Notes at the time of issue, references to Coupons in this Trust Deed shall be

deemed to include references to Talons with respect to such Notes;

1.2.11

Gender: words denoting the masculine gender shall include the feminine

gender also, words denoting individuals shall include companies, corporations

and partnerships, words importing the singular number shall include the plural

and, in each case, vice versa;

1.2.12

Records: any reference to the records of a clearing system shall be to the records

that each of the clearing systems holds for its customers which reflect the

amount of such customers' interests in the Notes (but excluding any interest in

any Notes of one clearing system shown in the records of another clearing

system);

1.2.13

Drawdown Prospectus: each reference to Final Terms shall, in the case of a

series of Notes which is the subject of a Drawdown Prospectus, be read and

construed as a reference to the final terms of the Notes set out in such Drawdown

Prospectus; and

1.2.14

Pricing Supplement: each reference to Final Terms shall, in the case of a

Tranche of Exempt Notes, be read and construed as a reference to the Pricing

Supplement.

1.3 Amendment and Restatement

The Original Trust Deed shall be amended and restated on the terms of this Trust Deed.

Any Notes issued on or after the date of this Trust Deed shall be issued pursuant to this

Trust Deed. This does not affect any Notes issued prior to the date of this Trust Deed

or any Notes issued on or after the date of this Trust Deed so as to be consolidated and

form a single Series with Notes issued prior to the date of this Trust Deed. Subject to

such amendment and restatement, the Original Trust Deed shall continue in full force

and effect.

1.4 The Conditions

In this Trust Deed, unless the context requires or the same are otherwise defined, words

and expressions defined in the Conditions shall have the same meaning in this Trust

Deed. In the event of an inconsistency between this Trust Deed and the Conditions,

this Trust Deed shall prevail.

1.5 Headings

The headings and sub-headings are for ease of reference only and shall not affect the

construction of this Trust Deed.

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1.6 The Schedules

The schedules are part of this Trust Deed and shall have effect accordingly.

1.7 CMU Lodging and Paying Agent

In this Trust Deed, all references to the Principal Paying Agent shall, with respect to

any series of CMU Notes, be deemed to be a reference to the CMU Lodging and Paying

Agent and all such references shall be construed accordingly.

2. ISSUE OF THE NOTES

2.1 Prior to each Issue Date

By not later than 3.00 p.m. (London time) on the second business day in London (which

for this purpose shall be a day on which commercial banks are open for business in

London) preceding each proposed Issue Date, the Issuer shall:

2.1.1

deliver or cause to be delivered to the Trustee a draft of the relevant Final Terms

and, if applicable, notify the Trustee of any proposed changes to the draft Final

Terms delivered to the Trustee; and

2.1.2

notify the Trustee in writing without delay of the Issue Date and the nominal

amount of the Notes of the relevant Tranche.

2.2 Constitution of Notes

Upon the issue of the Temporary Global Note, in the case of Bearer Notes, or the

Certificate or Certificates, in the case of Registered Notes, initially representing the

Notes of any Tranche, such Notes shall become constituted by this Trust Deed without

further formality.

2.3 Further legal opinions

Before the first issue of Notes occurring after each anniversary of this Trust Deed, on

each occasion when a legal opinion is delivered to a Dealer(s) pursuant to clause 5.6

(Legal opinions) of the Distribution Agreement and on such other occasions as the

Trustee so requests, the Issuer will procure that further legal opinions in such form and

with such content as the Trustee may require from the legal advisers specified in the

Distribution Agreement or in the relevant jurisdiction approved by the Trustee are

delivered to the Trustee. In each such case, receipt by the Trustee of the relevant

opinion in a form satisfactory to the Trustee shall be a condition precedent to the issue

of Notes pursuant to this Trust Deed.

3. COVENANT TO REPAY

3.1 Covenant to repay

The Issuer covenants with the Trustee that it shall, as and when the Notes of any Series

or any of them become due to be redeemed or any principal on the Notes of any Series

or any of them becomes due to be repaid in accordance with the Conditions,

unconditionally pay or procure to be paid to or to the order of the Trustee in immediately

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available, freely transferable funds in the relevant currency in the relevant Principal

Financial Centre the principal amount of the Notes of such Series or any of them

becoming due for payment on that date and shall (subject to the provisions of the

Conditions and except in the case of Zero Coupon Notes), until all such payments (both

before and after judgment or other order of any court of competent jurisdiction) are

duly made, unconditionally pay or procure to be paid to or to the order of the Trustee

as aforesaid on the dates provided for in the Conditions interest on the principal amount

(or such other amount as may be specified in the Final Terms) of the Notes or any of

them of such Series outstanding from time to time as set out in the Conditions (subject

to Clause 3.3 (Interest on Floating Rate Notes and Reset Notes following a Winding-

Up Event)) provided that:

3.1.1

every payment of principal or interest or other sum due in respect of such Notes

or any of them made to the Principal Paying Agent, or as the case may be, the

Registrar in the manner provided in the Agency Agreement shall satisfy, to the

extent of such payment, the relevant covenant by the Issuer contained in this

Clause 3.1 except to the extent that there is default in the subsequent payment

thereof to the relevant Noteholders or Couponholders (as the case may be) in

accordance with the Conditions;

3.1.2

in the case of any payment of principal made to the Trustee or the Principal

Paying Agent, as the case may be, after the due date or on or after accelerated

maturity following a Winding-Up Event, interest shall continue to accrue on the

principal amount repayable in respect of the relevant Notes on the relevant due

date at the rates and/or in the amounts aforesaid or, in the case of Zero Coupon

Notes, shall accrue on such principal amount at the rate determined in

accordance with the relevant Final Terms up to and including the date (being

not later than 30 days after the day on which the whole of such principal amount,

together with an amount equal to the interest which has accrued and is to accrue

pursuant to this proviso up to and including that date, has been received by the

Trustee or the Principal Paying Agent, as the case may be) which the Trustee

determines to be the date on and after which payment is to be made in respect

thereof as stated in a notice, given to the holders of such Notes in accordance

with Condition 20 (Notices); and

3.1.3

in any case where payment of the whole or any part of the principal amount

repayable in respect of any Note is improperly withheld or refused upon due

presentation thereof (other than in circumstances contemplated by sub-clause

3.1.2 above) interest shall accrue on the principal amount of such Note payment

of which has been so withheld or refused at the rates and/or in the amounts

aforesaid or, in the case of Zero Coupon Notes, at the rate determined in

accordance with the relevant Final Terms from the date of such withholding or

refusal up to and including the date on which, upon further presentation of the

relevant Note, payment of the full amount (including interest as aforesaid) in

the relevant currency payable in respect of such Note is made or (if earlier) the

date on which notice is given to the relevant Noteholder (whether individually

or in accordance with Condition 20 (Notices)) that the full amount (including

interest as aforesaid) in the relevant currency in respect of such Note is available

for payment, provided that, upon further presentation thereof being duly made,

such payment is made.

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The Trustee will hold the benefit of this covenant and the covenant in Clause 6

(Covenant to comply with the Trust Deed) on trust for the Noteholders in accordance

with their respective interests.

3.2 Following a Default

At any time after any Default or Potential Default shall have occurred, the Trustee may:

3.2.1

by notice in writing to the Issuer, the Principal Paying Agent and the other

Agents require the Principal Paying Agent and the other Agents or any of them:

(a) to act thereafter, until otherwise instructed by the Trustee, as Agents of

the Trustee under the provisions of this Trust Deed on the terms

provided in the Agency Agreement (with consequential amendments as

necessary and save that the Trustee's liability under any provisions

thereof for the indemnification, remuneration and payment of

out-of-pocket expenses of the Agents shall be limited to amounts for the

time being held by the Trustee on the trusts of this Trust Deed in relation

to the Notes on the terms of this Trust Deed and available to the Trustee

for such purpose) and thereafter to hold all Notes, Coupons and

Certificates and all sums, documents and records held by them in respect

of Notes, Coupons and Certificates on behalf of the Trustee; and/or

(b) to deliver up all Notes, Coupons and Certificates and all sums,

documents and records held by them in respect of Notes, Coupons and

Certificates to the Trustee or as the Trustee shall direct in such notice

provided that such notice shall be deemed not to apply to any document

or record which the relevant Agent is obliged not to release by any law

or regulation; and

3.2.2

by notice in writing to the Issuer require it to make all subsequent payments in

respect of Notes, Coupons and Certificates to or to the order of the Trustee and,

with effect from the issue of any such notice until such notice is withdrawn, sub-

clause 3.1.1 above and (so far as it concerns payments by the Issuer) Clause 11.4

(Payments to Noteholders and Couponholders) shall cease to have effect.

3.3 Interest on Floating Rate Notes and Reset Notes following a Winding-Up Event

If Floating Rate Notes or Reset Notes become immediately due and repayable under

Condition 14 (Enforcement Events and Remedies), the rate and/or amount of interest

payable in respect of them will be calculated at the same intervals as if such Notes had

not become due and repayable, the first of which will commence on the expiry of the

Interest Period or the Reset Period, as applicable (as defined in the Conditions) during

which the Notes become so due and repayable in accordance with Condition 14

(Enforcement Events and Remedies) (with consequential amendments as necessary)

mutatis mutandis in accordance with the provisions of Condition 7 (Floating Rate Note

Provisions and Benchmark Replacement) or Condition 6 (Reset Note Provisions), as

the case may be, except that the rates of interest need not be published.

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3.4 Further Notes

The Issuer shall be at liberty from time to time (but subject always to the provisions of

these presents) without the consent of the Noteholders or Couponholders to create and

issue further Notes ranking pari passu in all respects (or in all respects save for the first

payment of interest thereon), and so that the same shall be consolidated and form a

single series, with the outstanding Notes of a particular Series.

3.5 Currency of payments

All payments in respect of, under and in connection with this Trust Deed and the Notes

to the relevant Noteholders and Couponholders shall be made in the relevant currency

as required by the Conditions.

3.6 Separate Series

The Notes of each Series shall form a separate Series of Notes and accordingly, unless

for any purpose the Trustee in its absolute discretion shall otherwise determine, all the

provisions of this Trust Deed shall apply mutatis mutandis separately and

independently to the Notes of each Series and in such Clauses and Schedule the

expressions "Notes", "Noteholders", "Coupons", "Couponholders" and "Talons"

shall be construed accordingly.

4. THE NOTES

4.1 Global Notes

4.1.1

The Bearer Notes of each Tranche will initially be represented by a Temporary

Global Note. Each Temporary Global Note shall (save as may be specified in

the relevant Final Terms) be exchangeable, in accordance with its terms, for

interests in a Permanent Global Note or Definitive Notes.

4.1.2

Each Permanent Global Note shall be exchangeable, in accordance with its

terms, for Definitive Notes.

4.1.3

All Global Notes shall be prepared, completed and delivered to a common

depositary for Clearstream, Luxembourg and Euroclear or a sub-custodian for

the CMU Service or, as the case may be, a Common Safekeeper in accordance

with the Distribution Agreement or to another depositary in accordance with

any other agreement between the Issuer and the Relevant Dealer(s) and, in each

case, in accordance with the Agency Agreement. The relevant Final Terms shall

be annexed to each Global Note.

4.2 Global Certificates

4.2.1

The Registered Notes of each Tranche will initially be evidenced by one or more

Global Certificates.

4.2.2

Interests in Global Certificates shall be exchangeable, in accordance with their

terms, for Individual Certificates.

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4.2.3

All Unrestricted Global Certificates shall be prepared, completed and delivered

to a common depositary for Clearstream, Luxembourg and Euroclear or a

sub-custodian for the CMU Service, as the case may be, in accordance with the

Distribution Agreement or to another depositary in accordance with any other

agreement between the Issuer and the Relevant Dealer(s) and, in each case, in

accordance with the Agency Agreement. The relevant Final Terms shall be

annexed to each Unrestricted Global Certificate.

4.2.4

All Restricted Global Certificates shall be prepared, completed and delivered to

a custodian for DTC, in accordance with the Distribution Agreement and the

Agency Agreement. The relevant Final Terms shall be annexed to each

Restricted Global Certificate.

4.3 Definitive Notes

Definitive Notes will be security printed in accordance with applicable legal and stock

exchange requirements substantially in the form set out in Part C (Form of Definitive

Note) of Schedule 2. Any Coupons and Talons will also be security printed in

accordance with the same requirements and will be attached to the Definitive Notes at

the time of issue. Definitive Notes will be endorsed with the Conditions.

4.4 Individual Certificates

Individual Certificates will be security printed in accordance with applicable legal and

stock exchange requirements substantially in the form set out in Part C (Form of

Unrestricted Individual Certificate) of Schedule 3 (with respect to Unrestricted

Individual Certificates) and Part D (Form of Restricted Individual Certificate) of

Schedule 3 (with respect to Restricted Individual Certificates). Individual Certificates

will be endorsed with the Conditions.

4.5 Signature

The Global Notes, the Definitive Notes and the Certificates will be signed by a duly

authorised person designated by the Issuer and will be authenticated by or on behalf of

the Principal Paying Agent (in the case of Global Notes and Definitive Notes other than

CMU Notes), the CMU Lodging and Paying Agent (in the case of CMU Notes) or the

relevant Registrar (in the case of Certificates) and, if applicable, will be effectuated by

or on behalf of the Common Safekeeper. The Issuer may use the facsimile signature of

a person who at the date such signature was originally produced was such a duly

authorised person even if at the time of issue of any Global Note, Definitive Note or

Certificate he no longer holds that office. Global Notes, Definitive Notes and

Certificates so executed and duly authenticated (and, if applicable, effectuated) will be

binding and valid obligations of the Issuer.

4.6 Entitlement to treat Holder as owner

The Issuer, the Trustee and any Agent may deem and treat the Holder of any Note or

Coupon as the absolute owner thereof, free of any equity, set-off or counterclaim on the

part of the Issuer against the original or any intermediate Holder of such Note or

Coupon (whether or not such Note or Coupon shall be overdue and notwithstanding

any notation of ownership or other writing thereon or any notice of any trust or of

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previous loss or theft of such Note or Coupon) for all purposes save as otherwise herein

provided in relation to any Global Note or Global Certificate and, except as ordered by

a court of competent jurisdiction or as required by applicable law, the Issuer, the Trustee

and the Agents shall not be affected by any notice to the contrary. All payments made

to any such Holder shall be valid and, to the extent of the sums so paid, effective to

satisfy and discharge the liability for the moneys payable upon the Notes.

The Issuer, the Trustee and any Transfer and Paying Agent may call for and, except in

the case of manifest error, shall be at liberty to accept and place full reliance on, as

sufficient evidence thereof, a certificate or letter of confirmation issued on behalf of

Clearstream, Luxembourg, Euroclear, DTC or CMU Service or any form of record

made by any of them to the effect that, at any particular time or throughout any

particular period any particular person is, was, or will be, shown in its records as the

holder of a particular principal amount of Notes represented by a Global Note or Global

Certificate as the case may be.

5. STATUS OF THE NOTES

5.1 Status of Senior Notes

The Senior Notes (and the Coupons relating thereto, if any) constitute direct,

unconditional, unsecured and unsubordinated obligations of the Issuer which will at all

times rank pari passu among themselves and, in the event of the winding up or

administration of the Issuer will rank pari passu with all other present and future

unsecured and unsubordinated obligations of the Issuer, save for such obligations as

may be preferred by provisions of law.

5.2 Status and Subordination of Tier 2 Capital Notes

5.2.1

The Tier 2 Capital Notes (and the Coupons relating thereto, if any) constitute

direct, unsecured and subordinated obligations of the Issuer ranking pari passu

without any preference among themselves but subordinated as hereafter

provided in this Clause 5.2.

5.2.2

On a winding up or administration of the Issuer, the Tier 2 Capital Note Claims

in respect of any Series of Tier 2 Capital Notes (on behalf of the Noteholders

but not the rights and claims of the Trustee in its personal capacity under the

Trust Deed) (including any damages or other amounts (if payable)) (the

"relevant Tier 2 Capital Note Claims") shall (i) be subordinated to the claims

of all Senior Creditors of the Issuer; (ii) rank at least pari passu with the claims

in respect of the Parity Obligations of the Issuer and the claims of all other

subordinated creditors of the Issuer which in each case by law rank, or by their

terms are expressed to rank, pari passu with the Tier 2 Capital Notes; and (iii)

rank senior to the Issuer's ordinary shares, preference shares and any junior

subordinated obligations (including the Junior Obligations of the Issuer) or

other securities of the Issuer which by law rank, or by their terms are expressed

to rank, junior to the Tier 2 Capital Notes.

5.2.3

The receipt of the liquidator for the time being of the Issuer (the "Liquidator")

for any moneys paid by the Trustee to him pursuant to sub-clause 5.2.2 above

shall be a good discharge to the Trustee for the performance by the Trustee of

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the relative trust mentioned in such Clause and the Trustee shall not be bound

to supervise or be in any way responsible for such distribution.

5.2.4

The Trustee shall be entitled and it is hereby authorised to call for and to accept

as conclusive evidence thereof a certificate from the Liquidator as to:

(a) the amounts of the claims of all the other creditors referred to in sub-

clause 5.2.2 above; and

(b) the persons entitled thereto and their respective entitlements.

5.3 No set-off

Subject to applicable law, claims in respect of the Notes or related Coupons may not be

set off, or be the subject of a counterclaim or netting, by the Holder against or in respect

of any of its obligations to the Issuer, the Trustee or any other person and every Holder

waives, and shall be treated for all purposes as if it had waived, any right that it might

otherwise have to set off, netting or to raise by way of counterclaim any of its claims in

respect of the Notes or related Coupons, against or in respect of any of its obligations

to the Issuer, the Trustee or any other person. If, notwithstanding the preceding

sentence, any Holder receives or recovers any sum or the benefit of any sum in respect

of any Note or related Coupon by virtue of any such set off, counterclaim or netting, it

shall hold the same on trust for the Issuer and shall pay the amount thereof to the Issuer

or, in the event of the winding up of the Issuer, to the Liquidator.

5.4 Turnover

In the event of the winding up or liquidation of the Issuer, if any amount in respect of

the relevant Tier 2 Capital Notes and Coupons is paid to the Trustee or a Noteholder or

Couponholder before the claims of the Senior Creditors (except as aforesaid in sub-

clause 5.2.2 above) then such payment or distribution shall be held in trust by the

Trustee or the relevant Noteholder or Couponholder first for application in payment or

satisfaction of the costs, charges, expenses and liabilities incurred by the Trustee in or

about the execution of the trusts of these presents in relation to the relevant Notes and

Coupons (including remuneration of the Trustee) and secondly as to any balance for

distribution amongst the Senior Creditors of the Issuer (except as aforesaid in sub-

clause 5.2.2 above) in the winding up as if the relevant Tier 2 Capital Note Claims had

been postponed as aforesaid in sub-clause 5.2.2 above and the said trust, may be

performed by the Trustee by repaying to the Liquidator the amount so to be distributed

on terms that the Liquidator shall distribute the same accordingly and in that event the

Trustee shall not be bound to supervise such distribution and shall receive for

distribution amongst the relevant Noteholders and Couponholders only such amounts

(if any) as shall be available after the claims of all such Senior Creditors of the Issuer

(except as aforesaid) shall have been satisfied in full.

5.5 Trustee rights

Nothing in this Clause 5 shall affect or prejudice the payment of the costs, charges,

expenses, liabilities or remuneration of the Trustee or the rights and remedies of the

Trustee in respect thereof.

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6. COVENANT TO COMPLY WITH THE TRUST DEED

6.1 Covenant to comply with the Trust Deed

The Issuer hereby covenants separately with the Trustee to comply with those

provisions of this Trust Deed and the Conditions which are expressed to be binding on

it and to perform and observe the same. The Notes and the Coupons are subject to the

provisions contained in this Trust Deed, all of which shall be binding upon the Issuer,

the Noteholders, the Couponholders and all persons claiming through or under them

respectively. The Conditions shall be binding on the Issuer, the Noteholders and the

Couponholders.

6.2 Trustee may enforce Conditions

The Trustee shall be entitled to enforce the obligations of the Issuer under this Trust

Deed and to exercise any other rights, powers, authorities or discretions conferred upon

the Trustee under the Notes, in each case as if the same were set out and contained in

this Trust Deed, which shall be read and construed as one document with the Notes.

7. COVENANTS BY THE ISSUER

The Issuer hereby covenants with the Trustee that, so long as any of the Notes remain

outstanding, it will:

7.1 at all times carry on and conduct its affairs and procure its Subsidiaries to carry on and

conduct their respective affairs in a proper and efficient manner;

7.2 give to the Trustee or any person appointed by the Trustee to whom the Issuer does not

reasonably object such information (other than information as to the affairs of

customers of the Issuer or any of its Subsidiaries) and evidence as it or he shall

reasonably require for the purpose of the discharge by the Trustee of the duties or

discretions vested in it under this Trust Deed or by operation of law;

7.3 send to the Trustee (in addition to any copies to which it may be entitled as a holder of

any securities of the Issuer) electronic copies of every balance sheet, profit and loss

account, report, notice, circular or like document issued to the members or

debenture-holders of the Issuer in their capacity as such at the time of the issue thereof

and, on request by the Trustee any such document issued to the members or

debenture-holders of any of its Subsidiaries in their capacity as such;

7.4 at all times keep, and procure its Subsidiaries to keep, proper books of account and at

any time after a Default or Potential Default has occurred or if the Trustee reasonably

believes that such an event has occurred, so far as permitted by applicable law, allow

the Trustee and anyone appointed by it to whom the Issuer has no reasonable objection,

access to its books of account at all reasonable times during normal business hours;

7.5 give notice in writing to the Trustee of the occurrence of any Default or any Potential

Default immediately upon it becoming aware thereof or of any breach by it of any

obligation, condition or provision binding on it under this Trust Deed;

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7.6 at all times execute and do all such further documents, acts and things as may be

necessary at any time or times in the opinion of the Trustee to give effect to the

provisions of this Trust Deed;

7.7 give to the Trustee as soon as practicable after the publication of the audited accounts

of the Issuer in respect of each financial year commencing with the present financial

year which began on 1 January 2023 or within 120 days after the end of each financial

year commencing with the financial year ending 31 December 2022 and also within 14

days after any request by the Trustee, a certificate of the Issuer signed by any

Authorised Signatory to the effect that as at a date (the "Certification Date") not more

than seven days before the date of such certificate there had not occurred any Default

or Potential Default or any of the events or any breach referred to in Clause 7.5 above

since the Certification Date of the last such certificate or (if none) the date of this Trust

Deed (or, if a Default or Potential Default or such an event or breach had occurred,

specifying the same);

7.8 oblige the Principal Paying Agent to notify the Trustee forthwith in the event that it

does not, on or before the due date for payment of the Notes or any of them or of any

of the Coupons, receive unconditionally pursuant to the Agency Agreement the full

amount in the relevant currency of the moneys payable on such due date on all such

Notes or Coupons, as the case may be;

7.9 in the event of the unconditional payment to the Principal Paying Agent or the Trustee

of any sum due in respect of the Notes or any of them or any of the Coupons being

made after the due date for payment thereof, forthwith give notice to the Noteholders

in accordance with Condition 20 (Notices) that such payment has been made;

7.10 in the case of Notes admitted to listing, trading and/or quotation on a Stock Exchange,

at all times use its best endeavours to obtain and maintain the admission to listing,

trading and/or quotation of all such Notes on the relevant Stock Exchange or, if it is

unable to do so having used such best endeavours, use its best endeavours to obtain and

maintain the admission to listing, trading and/or quotation of all such Notes on such

other stock exchange or exchanges as it may (with the prior written approval of the

Trustee) decide and shall also use its best endeavours to procure that there will at all

times be furnished to each Stock Exchange on which the Notes are for the time being

admitted to listing, trading and/or quotation such information as such Stock Exchange

may require in accordance with its normal requirements or in accordance with any

arrangements for the time being made with any such Stock Exchange and shall also

upon obtaining an admission to listing, trading and/or quotation of the Notes on such

other stock exchange or exchanges enter into a Trust Deed supplemental hereto to effect

any such consequential amendments to this Trust Deed as the Trustee may reasonably

require or as shall be requisite to comply with the requirements of any such stock

exchange;

7.11 comply with, observe and perform all its obligations under, and use all reasonable

endeavours to procure that the Agents comply with, observe and perform all their

obligations under, the Agency Agreement and not make any amendment or

modification to any such agreement without the prior written approval of the Trustee;

7.12 at all times maintain Transfer and Paying Agents and an Agent Bank and, in the case

of Registered Notes, a Registrar in accordance with the Conditions;

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7.13 give not less than 30 days' notice to the Noteholders in accordance with Condition 20

(Notices) of the proposed resignation or removal of any Transfer and Paying Agent or

change of any Transfer and Paying Agent's specified office and give notice to the

Noteholders in accordance with Condition 20 (Notices) of any appointment (such

appointment or removal not to be made without the Trustees written approval) of any

Transfer and Paying Agent within 14 days thereafter provided always that in the case

of the termination of the appointment of the Principal Paying Agent no such termination

shall take effect until a new Principal Paying Agent has been appointed on terms

approved by the Trustee;

7.14 if it shall become subject generally to the taxing jurisdiction of any territory (or any

authority or political subdivision therein or thereof having power to tax) other than or

in addition to the United Kingdom or any such authority or political subdivision in or

of the United Kingdom (unless the Trustee otherwise agrees) give to the Trustee

forthwith upon becoming aware thereof an undertaking or covenant in form and manner

satisfactory to the Trustee in terms corresponding to the terms of Condition 13

(Taxation) with the substitution for (or as the case may be addition to) the references

therein to the United Kingdom of references to that other or additional territory;

7.15 send or procure to be sent to the Trustee the form of each notice to be given to

Noteholders and once given a copy of each notice given to Noteholders in accordance

with Condition 20 (Notices), such notice to be in a form approved by the Trustee (such

approval, unless so expressed, not to constitute approval of such notice for the purposes

of Section 21 of the Financial Services and Markets Act 2000);

7.16 if it shall have given notice in accordance with the Conditions of its intention to redeem

the Notes or any of them duly proceed to redeem the Notes or, as the case may be, the

relevant Notes accordingly;

7.17 in order to enable the Trustee to ascertain the amount of Notes for the time being

outstanding for any of the purposes referred to in the proviso to the definition of

"outstanding" contained in Clause 1.1 (Definitions), deliver to the Trustee forthwith

upon being so requested in writing by the Trustee a certificate in writing signed by any

Authorised Signatory setting out the total number of Notes which:

7.17.1

up to and including the date of such certificate have been purchased beneficially

by or for the account of the Issuer and cancelled; and

7.17.2

are at the date of the certificate beneficially held by, for the benefit of, or on

behalf of the Issuer or any of its Subsidiaries; and

7.18 upon the execution hereof and thereafter forthwith upon any change of the same, deliver

to the Trustee (with a copy to the Principal Paying Agent) a list of the Authorised

Signatories of the Issuer together with certified specimen signatures of the same.

8. AMENDMENTS AND SUBSTITUTION

8.1 Waiver

Subject to Clause 8.4 (Relevant Authority Notice or Consent), the Trustee may, without

any consent or sanction of the Noteholders or Couponholders and without prejudice to

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its rights, in respect of any subsequent breach, condition, event or act, from time to time

and at any time, but only if and in so far as in its opinion the interests of the Noteholders

shall not be materially prejudiced thereby, authorise or waive, on such terms and

conditions (if any) as shall seem expedient to it, any breach or proposed breach of any

of the covenants or provisions contained in this Trust Deed or the Notes or the Coupons

or determine that any Default or Potential Default shall not be treated as such for the

purposes of this Trust Deed and the Notes; any such authorisation, waiver or

determination shall be binding on the Noteholders and the Couponholders and, unless

the Trustee shall agree otherwise, the Issuer shall cause such authorisation, waiver or

determination to be notified to the Noteholders as soon as practicable thereafter in

accordance with the Conditions; provided that the Trustee shall not exercise any

powers conferred upon it by this Clause 8.1 in contravention of any express direction

by an Extraordinary Resolution or of a request in writing made by the Holders of not

less than 25 per cent. in aggregate principal amount of the Notes then outstanding (but

so that no such direction or request shall affect any authorisation, waiver or

determination previously given or made) or so as to authorise or waive any such breach

or proposed breach relating to any of the matters the subject of the Reserved Matters as

specified and defined in Schedule 4 (Provisions for Meetings of Noteholders).

8.2 Modifications

8.2.1

Subject to Clause 8.4 (Relevant Authority Notice or Consent), the Trustee may

from time to time and at any time without any consent or sanction of the

Noteholders or Couponholders concur with the Issuer in making (a) any

modification to this Trust Deed (other than in respect of Reserved Matters as

specified and defined in Schedule 4 (Provisions for Meetings of Noteholders)

or any provision of this Trust Deed referred to in that specification) or the Notes

which in the opinion of the Trustee it may be proper to make provided the

Trustee is of the opinion that such modification will not be materially prejudicial

to the interests of the Noteholders or (b) any modification to this Trust Deed or

the Notes if in the opinion of the Trustee such modification is of a formal, minor

or technical nature or made to correct a manifest error. Any such modification

shall be binding on the Noteholders and the Couponholders and, unless the

Trustee otherwise agrees, the Issuer shall cause such modification to be notified

to the Noteholders as soon as practicable thereafter in accordance with the

Conditions.

8.2.2

In addition, the Trustee shall be obliged to accept such changes to the interest

provisions in the circumstances and as otherwise set out in Condition 7(g)

(Floating Rate Note Provisions and Benchmark Replacement Benchmark

Replacement) or Condition 7(h) (Floating Rate Note Provisions and Benchmark

Replacement Effect of Benchmark Transition Event).

8.3 Substitution

8.3.1

Subject as provided in Clause 8.4 (Relevant Authority Notice or Consent), the

Trustee may without the consent of the Noteholders or Couponholders at any

time agree with the Issuer to the substitution in place of the Issuer (or of the

previous substitute under this sub-clause 8.3.1) as the principal debtor under this

Trust Deed, of any Subsidiary of the Issuer (any such substituted company being

hereinafter called the "New Company") provided that a trust deed is executed

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or some other form of undertaking is given by the New Company, in form and

manner satisfactory to the Trustee, agreeing to be bound by the provisions of

this Trust Deed with any consequential amendments which the Trustee may

deem appropriate as fully as if the New Company had been named in this Trust

Deed as the principal debtor in place of the Issuer (or of the previous substitute

under this sub-clause 8.3.1) and provided further that the Issuer irrevocably

guarantees (in the case of Tier 2 Capital Notes, on the same terms as to

subordination as are set out in this Trust Deed) all amounts payable by the New

Company under this Trust Deed.

8.3.2

The following further conditions shall apply to sub-clause 8.3.1 above:

(a) the Issuer and any New Company shall comply with such other

requirements as the Trustee may direct in the interests of the

Noteholders;

(b) where the New Company is incorporated, domiciled or resident in, or

subject generally to the taxing jurisdiction of, a territory other than or in

addition to the United Kingdom or any political sub-division thereof or

any authority therein or thereof having power to tax, undertakings or

covenants shall be given by the New Company in terms corresponding

to the provisions of Condition 13 (Taxation) with the substitution for (or,

as the case may be, the addition to) the references to the United Kingdom

of references to that other or additional territory in which the New

Company is incorporated, domiciled or resident or to whose taxing

jurisdiction it is subject and (where applicable) Condition 10(b)

(Redemption and Purchase Redemption for tax reasons) shall be

modified accordingly;

immediately following sub-clause 8.3.2(d) below, the Trustee is

satisfied that the relevant transaction is not materially prejudicial to the

interests of the Noteholders; and

(d) if a Director or a duly authorised officer of the New Company

(acceptable to the Trustee) shall certify that the New Company is solvent

at the time at which the relevant transaction is proposed to be effected

(which certificate the Trustee may rely upon absolutely), the Trustee

shall not be under any duty to have regard to the financial condition,

profits or prospects of the New Company or to compare the same with

those of the Issuer (or the previous substitute under this Clause 8.3).

8.3.3

The Trustee may, in the event of such substitution, agree (without the consent

of the Noteholders or the Couponholders) to a change of the law governing this

Trust Deed provided that such change would not in the opinion of the Trustee

be materially prejudicial to the interests of the Noteholders.

8.3.4

Any such trust deed or undertaking shall, if so expressed, operate to release the

Issuer (or the previous substitute as aforesaid) from all of its obligations as

principal debtor under this Trust Deed. Not later than 14 days after the

execution of such documents and compliance with such requirements, the New

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Company shall give notice thereof in a form previously approved by the Trustee

to the Noteholders in the manner provided in Condition 20 (Notices). Upon the

execution of such documents and compliance with such requirements, the New

Company shall be deemed to be named in this Trust Deed as the principal debtor

in place of the Issuer (or in place of the previous substitute under this Clause)

under this Trust Deed and this Trust Deed shall be deemed to be amended in

such manner as shall be necessary to give effect to the above provisions and,

without limitation, references in this Trust Deed to the Issuer shall, where the

context so requires, be deemed to be or include references to the New Company.

8.3.5

In connection with any proposed substitution, the Trustee shall not have regard

to, or be in any way liable for, the consequences of such substitution for

individual Noteholders or the Couponholders resulting from their being for any

purpose domiciled or resident in, or otherwise connected with, or subject to the

jurisdiction of, any particular territory. No Noteholder or Couponholder shall,

in connection with any such substitution, be entitled to claim from the Issuer

any indemnification or payment in respect of any tax consequence of any such

substitution upon individual Noteholders or Couponholders.

8.4 Relevant Authority Notice or Consent

The provisions in the Conditions and this Trust Deed shall only be capable of

modification or waiver (as set out in Clause 8.1 (Waiver) and Clause 8.2

(Modifications)) and the Issuer may only be substituted in accordance with Clause 8.3

(Substitution), if the Issuer has notified the Relevant Authority of such modification,

waiver or substitution and/or obtained the prior consent of the Relevant Authority, as

the case may be, (if such notice and/or consent is then required by the Capital

Regulations). Wherever such modification or waiver is proposed, a meeting of Holders

in respect thereof is proposed or a substitution of the Issuer is proposed in accordance

with Clause 8.3 (Substitution), the Issuer shall provide to the Trustee a certificate signed

by two Authorised Signatories, certifying either that (i) it has notified the Relevant

Authority of, and/or received the Relevant Authority's consent to such modification,

waiver or substitution, as the case may be; or (ii) that the Issuer is not required to notify

the Relevant Authority of, and/or obtain the Relevant Authority's consent to, such

modification, waiver or substitution. The Trustee shall be entitled to rely absolutely on

such certificate without further enquiry and without liability for so doing.

9. ENFORCEMENT

9.1 At any time following an event of non-payment described in Condition 14(a)(i)

(Enforcement Events and Remedies Enforcement Events Non-payment), and subject

as provided therein, the Trustee may, at its discretion and without further notice,

institute proceedings in a court of competent jurisdiction in England (or such other

jurisdiction in which the Issuer is organised) (but not elsewhere) for the winding up of

the Issuer and/or prove in its winding-up and/or claim in its liquidation or

administration.

9.2 The Trustee may, at its discretion and without further notice, institute such proceedings

against the Issuer as it may think fit to enforce any term, obligation or condition binding

on the Issuer under this Trust Deed in respect of the Notes or the Coupons appertaining

thereto (other than any payment obligation of the Issuer under or arising from the Notes

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or Coupons or this Trust Deed, including, without limitation, payment of any principal

or interest); provided always that the Trustee (acting on behalf of the Holders but not

the Trustee acting in its personal capacity under the Trust Deed) and the Holders shall

not enforce, and shall not be entitled to enforce or otherwise claim, against the Issuer

any judgment or other award given in such proceedings that requires the payment of

money by the Issuer, whether by way of damages or otherwise (a "Monetary

Judgment"), except by proving such Monetary Judgment in a winding-up of the Issuer

and/or claiming such Monetary Judgment in an administration of the Issuer.

9.3 No remedy against the Issuer, other than the institution of the proceedings referred to

in Clause 9.1 or Clause 9.2 above and/or proving in the winding up of the Issuer, shall

be available to the Trustee or the Noteholders or the Couponholders whether for the

recovery of amounts owing under this Trust Deed in respect of such Notes or the

Coupons appertaining thereto or in respect of any breach by the Issuer of any of its

other obligations under this Trust Deed in relation thereto.

9.4 Subject to applicable law, none of the Noteholders or Couponholders may exercise or

claim as against the Issuer any right of set off, or analogous right, in respect of any

amount owed to such holder by the Issuer under or in respect of the relevant Notes or

Coupons and each Noteholder and Couponholder shall, by virtue of the acquisition or

holding of the relevant Note or Coupon by such holder, be deemed to have waived all

such set off or analogous rights.

9.5 Nothing in this Clause 9 shall affect or prejudice the payment of the costs, charges,

expenses, liabilities or remuneration of the Trustee or the rights and remedies of the

Trustee in respect thereof.

9.6 The Trustee shall not be bound to take any of the steps, actions or proceedings referred

to in Clause 9.1 or 9.2 above to enforce the obligations of the Issuer under this Trust

Deed, the Notes or the Conditions or any other action in relation to this Trust Deed

(including, without limitation, declaring the Notes due and repayable immediately

under Condition 14 (Enforcement Events and Remedies)) unless (a) it shall have been

so requested by an Extraordinary Resolution or in writing by the holders of at least 25

per cent. in principal amount of the Notes then outstanding; and (b) it shall have been

indemnified and/or secured and/or prefunded to its satisfaction against all Liabilities to

which it may be or become liable or which may be incurred by it in connection therewith.

9.7 No Noteholder or Couponholder shall be entitled to institute any of the proceedings or

take steps or actions referred to in Clause 9.1 or 9.2 above or to prove in the winding

up of the Issuer, except that if the Trustee, having become bound to proceed against the

Issuer as aforesaid, fails to do so or, being able to prove in such winding up, fails to do

so, in each case within a reasonable period, and in each such case such failure shall be

continuing, then any such Noteholder or Couponholder may himself institute such

proceedings or take such steps or actions and/or prove in the winding up of the Issuer,

as the case may be, to the same extent (but not further or otherwise) that the Trustee

would have been entitled so to do in respect of his Notes and/or Coupons. In such event

such Noteholder or Couponholder may only demand payment to be made to the Trustee

and the Trustee shall apply any moneys so received in the manner provided in this Trust

Deed.

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10. PROOF OF NON-PAYMENT

Should the Trustee (or any Noteholder or Couponholder where entitled under these

presents so to do) take any legal proceedings against the Issuer:

10.1 proof therein that, as regards any specified Note, default has been made in paying any

principal and/or (where the same is not payable against presentation of a Coupon)

interest due to the relative Noteholder shall (unless the contrary be proved) be sufficient

evidence that like default has been made as regards all other Notes in respect of which

a corresponding payment is then due; and

10.2 proof therein that, as regards any specified Coupon, default has been made in paying

any interest due to the relative Couponholder shall (unless the contrary be proved) be

sufficient evidence that like default has been made as regards all other Coupons in

respect of which a corresponding payment is then due.

11. APPLICATION OF MONEYS

11.1 Application of moneys

11.1.1

Subject, in the case of Tier 2 Capital Notes, to the provisions of Clause 5 (Status

of the Notes), for each series all moneys received by the Trustee under these

presents or amounts payable under this Trust Deed despite any appropriation of

all or part of them by the Issuer shall be held by the Trustee upon trust to apply

them (subject to Clause 11.2 (Investment of moneys)):

(a) FIRST in payment or satisfaction, or provision for the payment or

satisfaction, of all costs, fees, charges, expenses and liabilities properly

incurred by or payable to the Trustee (including remuneration payable

to it) in carrying out its functions under this Trust Deed;

(b) SECONDLY in or towards payment pari passu and rateably of all

principal and interest then due and unpaid in respect of the Notes; and

prejudice to, or liability in respect of, any question as to how such

payment to the Issuer shall be dealt with as between the Issuer and any

other person).

11.1.2

Without prejudice to the provisions of this Clause 11, if the Trustee shall hold

any moneys which represent principal or interest in respect of Notes or Coupons

which have become void under Condition 15 (Prescription), the Trustee shall

(subject to payment or satisfaction, or provision for the payment or satisfaction,

of all amounts referred to in "FIRST" above) pay the same to the Issuer (without

prejudice to, or liability in respect of, any question as to how such payment to

the Issuer shall be dealt with as between the Issuer and any other person).

11.2 Investment of moneys

If the amount of the moneys at any time available for payment of principal and interest

in respect of the Notes of any Series under Clause 11.1 (Application of moneys) shall

be less than a sum sufficient to pay at least one tenth of the principal amount of the

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Notes of such Series then outstanding, the Trustee may, at its discretion, invest such

moneys upon some or one of the investments hereinafter authorised with power from

time to time, with like discretion, to vary such investments; and such investment with

the resulting income thereof may be accumulated until the accumulations together with

any other funds for the time being under the control of the Trustee and available for the

purpose shall amount to a sum sufficient to pay at least one tenth of the principal amount

of the Notes of such Series then outstanding and such accumulation and funds (after

deduction of any taxes and any other deductibles applicable thereto) shall then be

applied in the manner aforesaid.

11.3 Authorised Investments

Any moneys which under this Trust Deed may be invested by the Trustee may be

invested in the name or under the control of the Trustee in any of the investments for

the time being authorised by English law for the investment by trustees of trust moneys

or in any other investments, whether similar to those aforesaid or not, which may be

selected by the Trustee or by placing the same on deposit in the name or under the

control of the Trustee with such bank or other financial institution as the Trustee may

think fit and in such currency as the Trustee in its absolute discretion may determine

and the Trustee may at any time vary or transfer any of such investments for or into

other such investments or convert any moneys so deposited into any other currency and

shall not be responsible for any Liability occasioned by reason of any such investments

or such deposit whether by depreciation in value, fluctuation in exchange rates or

otherwise.

11.4 Payment to Noteholders and Couponholders

The Trustee shall give notice to the Noteholders in accordance with Condition 20

(Notices) of the date fixed for any payment under Clause 11.1 (Application of moneys).

Any payment to be made in respect of the Notes or Coupons of any Series by the Issuer

or the Trustee may be made in the manner provided in the Conditions, the Agency

Agreement and this Trust Deed and any payment so made shall be a good discharge to

the extent of such payment by the Issuer or the Trustee (as the case may be).

11.5 Production of Notes, Coupons and Certificates

Upon any payment under Clause 11.4 (Payment to Noteholders and Couponholders) of

principal or interest, the Note, Coupon or Certificate in respect of which such payment

is made shall, if the Trustee so requires, be produced to the Trustee or the Paying Agent

by or through whom such payment is made and the Trustee shall:

11.5.1

in respect of a Bearer Note or Coupon, (a) in the case of part payment, enface

or cause such Paying Agent to enface a memorandum of the amount and date

of payment thereon (or, in the case of part payment of an NGN Temporary

Global Note or an NGN Permanent Global Note cause the Principal Paying

Agent to procure that the ICSDs make appropriate entries in their records to

reflect such payment) or (b) in the case of payment in full, cause such Bearer

Note or Coupon to be surrendered or shall cancel or procure the same to be

cancelled and shall certify or procure the certification of such cancellation; and

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11.5.2

in respect of a Registered Note, (a) in the case of part payment, require the

Registrar to make a notation in the Register of the amount and date of payment

(and in the case of a Registered Note held under the New Safekeeping Structure,

to procure that the ICSDs make appropriate entries in their records to reflect

such payment) or (b) in the case of payment in full, cause the relevant Certificate

to be surrendered or shall cancel or procure the same to be cancelled and shall

certify or procure the certification of such cancellation.

11.6 Holders of Bearer Notes to be treated as holding all Coupons

Wherever in this Trust Deed the Trustee is required or entitled to exercise a power,

trust, authority or discretion under this Trust Deed, the Trustee shall, notwithstanding

that it may have express notice to the contrary, assume that each Holder of Bearer Notes

is the Holder of all Coupons and Talons appertaining to each Bearer Note of which he

is the Holder.

11.7 Right to Deduct or Withhold

Notwithstanding any other provision of this Trust Deed, the Trustee shall be entitled to

make a deduction or withholding from any payment which it makes hereunder for or

on account of any present or future taxes, duties or charges if and to the extent so

required by any applicable law and any current or future regulations or agreements

thereunder or official interpretations thereof or any law implementing an

intergovernmental approach thereto or by virtue of the relevant holder failing to satisfy

any certification or other requirements in respect of the Notes, in which event the

Trustee shall make such payment after such withholding or deduction has been made

and shall account to the relevant authorities for the amount so withheld or deducted and

shall have no obligation to gross up any payment hereunder or pay any additional

amount as a result of such withholding tax.

12. TERMS OF APPOINTMENT

Where there are any inconsistencies between the Trustee Act 1925 and/or the Trustee

Act 2000 and the provisions of this Trust Deed, the provisions of this Trust Deed shall,

to the extent allowed by law, prevail and, in the case of any such inconsistency with the

Trustee Act 2000, the provisions of this Trust Deed shall constitute a restriction or

exclusion for the purposes of that Act. The Trustee shall have all the powers conferred

upon trustees by the Trustee Act 1925 of England and Wales and the Trustee Act 2000

of England and Wales and by way of supplement thereto it is expressly declared as

follows:

12.1 The Trustee may in relation to this Trust Deed obtain and act on the advice or opinion

or report of or any information obtained from any lawyer, valuer, accountant, surveyor,

banker, broker, auctioneer or other expert considered by the Trustee to be of good

repute whether obtained by or addressed to the Issuer, the Trustee or otherwise and shall

not be responsible for any Liability occasioned by so acting.

12.2 The Trustee may rely on any certificate, opinion, information or report from the Auditor,

lawyer, valuer, accountant, surveyor, banker, broker, auctioneer or any other expert

called for by or provided to the Trustee (whether or not addressed to the Trustee) in

accordance with the provisions of this Trust Deed as sufficient evidence of the facts

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stated therein notwithstanding that such certificate, opinion, information or report

and/or any engagement letter or other document entered into in connection therewith

contains a monetary or other limit on the liability of the Auditors or such other expert

in respect thereof.

12.3 Any such advice, opinion or information may be sent or obtained by letter or electronic

communication and the Trustee shall not be liable for acting in good faith on any advice,

opinion or information purporting to be conveyed by any such letter or electronic

communication although the same shall contain some error or shall not be authentic.

12.4 The Trustee shall be at liberty to hold or to place this Trust Deed and any other

documents relating thereto in any part of the world with any bank or building society

or company whose business includes undertaking the safe custody of documents or

lawyer or firm of lawyers considered by the Trustee to be of good repute and the Trustee

shall not be responsible for or required to insure against any Liability incurred in

connection with any such deposit and may pay all sums required to be paid on account

of or in respect of any such deposit.

12.5 The Trustee shall not be responsible for the receipt or application of the proceeds of the

issue of any of the Notes by the Issuer, the exchange of any Global Note (or Global

Certificates, as the case may be) for another Global Note (or Global Certificates, as the

case may be) or the exchange of any Global Note (or Global Certificate, as the case

may be) for Definitive Notes (or Individual Certificates, as the case may be) or the

delivery of any Global Note (or Global Certificate, as the case may be) or Definitive

Notes (or Individual Certificates, as the case may be) to the person(s) entitled to it or

them.

12.6 The Trustee shall not be bound to give notice to any person of the execution of any

documents comprised or referred to in this Trust Deed or to take any steps to ascertain

whether any Default or any Potential Default or any of the events or circumstances

described in Condition 14 (Enforcement Events and Remedies) has occurred and, until

it shall have actual knowledge or express notice to the contrary, the Trustee shall be

entitled to assume that no Default or Potential Default has occurred or other event or

circumstance described in Condition 14 (Enforcement Events and Remedies) and that

the Issuer is observing and performing all its obligations under this Trust Deed and shall

be under no obligation in relation to the monitoring thereof.

12.7 Save as expressly otherwise provided in this Trust Deed, the Trustee shall have absolute

and uncontrolled discretion as to the exercise of its trusts, powers, authorities and

discretions under this Trust Deed (the exercise of which as between the Trustee and the

Noteholders and the Couponholders shall be conclusive and binding on the Noteholders

and the Couponholders) and shall not be responsible for any Liability which may result

from their exercise or non-exercise.

12.8 The Trustee shall not be liable to any person by reason of having acted upon any

resolution purporting to have been passed at any meeting of the holders of Notes or by

written resolution of all or any Series in respect whereof, in the case of a meeting,

minutes have been made and signed even though subsequent to its acting it may be

found that there was some defect in the constitution of the meeting or the passing of the

resolution (including a written resolution) or that for any reason the resolution was not

valid or binding upon such holders and the Couponholders.

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12.9 The Trustee shall not be liable to any person by reason of having accepted as valid or

not having rejected any Note, Coupon or Talon purporting to be such and subsequently

found to be forged or not authentic.

12.10 Any consent or approval given by the Trustee for the purposes of this Trust Deed may

be given on such terms and subject to such conditions (if any) as the Trustee thinks fit

and notwithstanding anything to the contrary in this Trust Deed may be given

retrospectively.

12.11 The Trustee shall not (unless and to the extent ordered so to do by a court of competent

jurisdiction) be required to disclose to any Noteholder or Couponholder any

information (including, without limitation, information of a confidential, financial or

price sensitive nature) made available to the Trustee by the Issuer or any other person

in connection with this Trust Deed and no Noteholder or Couponholder shall be entitled

to take any action to obtain from the Trustee any such information.

12.12 Where it is necessary or desirable for any purpose in connection with this Trust Deed

to convert any sum from one currency to another it shall (unless otherwise provided by

this Trust Deed or required by law) be converted at such rate or rates, in accordance

with such method and as at such date for the determination of such rate of exchange, as

may be agreed by the Trustee in consultation with the Issuer as relevant and any rate,

method and date so agreed shall be binding on the Issuer, the Noteholders and the

Couponholders.

12.13 The Trustee may certify whether or not any breach referred to in Condition 14(a)(ii)

(Enforcement Events and Remedies Enforcement Events Breach of other obligations

(other than non-payment)) is in its opinion materially prejudicial to the interests of the

Noteholders and any such certificate shall be conclusive and binding upon the Issuer,

the Noteholders and the Couponholders.

12.14 The Trustee as between itself and the Noteholders and the Couponholders may

determine all questions and doubts arising in relation to any of the provisions of this

Trust Deed. Every such determination, whether or not relating in whole or in part to

the acts or proceedings of the Trustee, shall be conclusive and shall bind the Trustee

and the Noteholders and the Couponholders.

12.15 In connection with the exercise by it of any of its trusts, powers, authorities and

discretions under this Trust Deed (including, without limitation, any modification,

waiver, authorisation, determination or substitution), the Trustee shall have regard to

the interests of the Noteholders as a class and, in particular but without limitation, shall

not have regard to the consequences of such exercise for individual Noteholders, or

Couponholders resulting from their being for any purpose domiciled or resident in, or

otherwise connected with, or subject to the jurisdiction of, any particular territory or

any political sub-division thereof and the Trustee shall not be entitled to require, nor

shall any Noteholder or Couponholder be entitled to claim, from the Issuer, the Trustee

or any other person any indemnification or payment in respect of any tax consequence

of any such exercise upon individual Noteholders or Couponholders except to the extent

already provided for in Condition 13 (Taxation) and/or any undertaking given in

addition thereto or in substitution therefor under this Trust Deed.

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12.16 Any trustee of this Trust Deed being a lawyer, accountant, broker or other person

engaged in any profession or business shall be entitled to charge and be paid all usual

professional and other charges for business transacted and acts done by him or his firm

in connection with the trusts of this Trust Deed and also his reasonable charges in

addition to disbursements for all other work and business done and all time spent by

him or his firm in connection with matters arising in connection with this Trust Deed.

12.17 The Trustee may whenever it thinks fit delegate by power of attorney or otherwise to

any person or persons or fluctuating body of persons (whether being a joint trustee of

this Trust Deed or not) all or any of its trusts, powers, authorities and discretions under

this Trust Deed. Such delegation may be made upon such terms (including power to

sub-delegate) and subject to such conditions and regulations as the Trustee may in the

interests of the Noteholders think fit. The Trustee shall not be under any obligation to

supervise the proceedings or acts of any such delegate or sub-delegate or be in any way

responsible for any Liability incurred by reason of any misconduct or default on the

part of any such delegate or sub-delegate. The Trustee shall within a reasonable time

after any such delegation or any renewal, extension or termination thereof give notice

thereof to the Issuer.

12.18 The Trustee may in the conduct of the trusts of this Trust Deed instead of acting

personally employ and pay an agent (whether being a lawyer or other professional

person) to transact or conduct, or concur in transacting or conducting, any business and

to do, or concur in doing, all acts required to be done in connection with this Trust Deed

(including the receipt and payment of money). The Trustee shall not be in any way

responsible for any Liability incurred by reason of any misconduct or default on the

part of any such agent or be bound to supervise the proceedings or acts of any such

agent.

12.19 In relation to any asset held by it under this Trust Deed, the Trustee may appoint any

person to act as its nominee on any terms.

12.20 The Trustee shall not be responsible for the execution, delivery, legality, effectiveness,

adequacy, genuineness, validity, enforceability or admissibility in evidence of this

Trust Deed or any other document relating thereto and shall not be liable for any failure

to obtain any licence, consent or other authority for the execution, delivery, legality,

effectiveness, adequacy, genuineness, validity, performance, enforceability or

admissibility in evidence of this Trust Deed or any other document relating thereto.

12.21 In the absence of actual knowledge or express notice to the contrary the trustee may

assume without enquiry (other than requesting a Certificate under Clause 7.17

(Covenants by the Issuer)) that no Notes are for the time being held by or on behalf of

the Issuer or its subsidiaries.

12.22 If the Trustee, in the exercise of its functions requires to be satisfied or to have any

information as to any fact or the expediency of any fact, it may call for and accept as

sufficient evidence of that fact or the expediency of that fact a certificate signed by any

Authorised Signatory as to that fact or to the effect that, in their opinion, that act is

expedient and the Trustee need not call for further evidence and will not be responsible

for any liability occasioned by acting on such certificate.

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12.23 Notwithstanding anything else contained in this Trust Deed or the other documents

relating to the Notes, the Trustee may refrain from doing anything which would or

might in its opinion be contrary to any law of any jurisdiction or any directive or

regulation of any agency of any state or which would or might otherwise render it liable

to any person and may do anything which is, in its opinion, necessary to comply with

any such law, directive or regulation.

12.24 The Trustee may call for any certificate or other document issued by Euroclear,

Clearstream, Luxembourg, the CMU Service or any other relevant clearing system in

relation to any matter. Any such certificate or other document shall, in the absence of

manifest error, be conclusive and binding for all purposes. Any such certificate or other

document may comprise any form of statement or print out of electronic records

provided by the relevant clearing system (including Euroclear's EUCLID, Clearstream,

Luxembourg's CreationOnline system or the CMU Service's computer system) in

accordance with its usual procedures and in which the holder of a particular principal

or nominal amount of the Notes is clearly identified together with the amount of such

holding. The Trustee shall not be liable to any person by reason of having accepted as

valid or not having rejected any certificate or other document to such effect purporting

to be issued by Euroclear, Clearstream, Luxembourg, the CMU Service or any other

relevant clearing system and subsequently found to be forged or not authentic.

12.25 Rating Agency Reports

The Trustee shall be entitled to request and rely upon any information or report

provided by any Rating Agency whether addressed to the Trustee or any other person.

12.26 Rating Agency Affirmation

The Trustee shall be entitled to assume, without further investigation or inquiry, for the

purpose of exercising or performing any right, power, trust, authority, duty or discretion

under or in relation to this Trust Deed or any other related document (including, without

limitation, any consent, approval, modification, waiver, authorisation or

determination), that such exercise will not be materially prejudicial to the interests of

the Noteholders, if each of the Rating Agencies then rating the outstanding Notes has

confirmed in writing (whether or not such confirmation is addressed to, or provides that

it may be relied upon by, the Trustee and irrespective of the method by which such

confirmation is conveyed) that the then current rating by it of the outstanding Notes

would not be adversely affected or withdrawn in connection therewith.

12.27 Trustee Liability

12.27.1

Section 1 of the Trustee Act 2000 shall not apply to these presents. However,

nothing in this Trust Deed shall in any case in which the Trustee has failed to

show the degree of care and diligence required of it as trustee relieve or

indemnify it from or against any liability for breach of trust of which it may be

guilty in relation to its duties under this Trust Deed.

12.27.2

Notwithstanding any provision of this Trust Deed to the contrary, the Trustee

will not be liable to the Issuer for any consequential loss (being loss of business,

goodwill, opportunity or profit) or any special or punitive damages of any kind

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whatsoever, whether or not foreseeable and even if advised of the possibility of

such loss or damage, arising other than as a result of the Trustee's own fraud.

13. TRUSTEE CONTRACTING WITH THE ISSUER

Neither the Trustee nor any director or officer of a corporation acting as a trustee under

these presents shall by reason of its or his fiduciary position be in any way precluded

from:

13.1 entering into or being interested in any contract or financial or other transaction or

arrangement with the Issuer or any person or body corporate associated with the Issuer

(including without limitation any contract, transaction or arrangement of a building or

insurance nature or any contract, transaction or arrangement in relation to the making

of loans or the provision of financial facilities to, or the purchase, placing or

underwriting of or the subscribing or procuring subscriptions for or otherwise acquiring,

holding or dealing with the Notes or any other notes, stocks, shares, debenture stock,

debentures, bonds or other securities of, the Issuer or any person or body corporate

associated as aforesaid); or

13.2 accepting or holding the trusteeship of any other trust deed constituting or securing any

other securities issued by or relating to the Issuer or any such person or body corporate

so associated or any other office of profit under the Issuer or any such person or body

corporate so associated, and shall be entitled to retain and shall not be in any way liable

to account for any profit made or share of brokerage or commission or remuneration or

other benefit received thereby or in connection therewith.

14. COSTS AND EXPENSES

14.1 Remuneration

14.1.1

The Issuer shall pay to the Trustee remuneration for its services as trustee in

respect of such Series as from the date of this Trust Deed, such remuneration to

be at such rate as may from time to time be agreed between the Issuer and the

Trustee. Such remuneration shall accrue from day to day and be payable up to

(and including) the date when, all the Notes having become due for redemption

in full, the redemption moneys and interest thereon to the date of redemption

have been paid to the Principal Paying Agent or the Trustee provided that if

upon due presentation of any Note or Coupon payment of the moneys due in

respect thereof is improperly withheld or refused, remuneration will commence

again to accrue.

14.1.2

In the event of the occurrence of a Default or a Potential Default in respect of

any Series or the Trustee, considering it expedient or necessary or being

requested by the Issuer to undertake duties which the Trustee and the Issuer

agree to be of an exceptional nature or otherwise outside the scope of the normal

duties of the Trustee under this Trust Deed the Issuer shall pay to the Trustee

such additional remuneration as shall be agreed between them.

14.1.3

The Issuer shall in addition pay to the Trustee, subject to receipt of a valid value

added tax invoice, an amount equal to the amount of any value added tax or

similar tax chargeable in respect of its remuneration under this Trust Deed.

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14.1.4

In the event of the Trustee and the Issuer failing to agree:

(a) (in a case to which sub-clause 14.1.1 above applies) upon the amount of

the remuneration; or

(b) (in a case to which sub-clause 14.1.2 above applies) upon whether such

duties shall be of an exceptional nature or otherwise outside the scope

of the normal duties of the Trustee under this Trust Deed, or upon such

additional remuneration,

such matters shall be determined by a financial institution or person (acting as

an expert and not as an arbitrator) selected by the Trustee and approved by the

Issuer or, failing such approval, nominated (on the application of the Trustee)

by the President for the time being of The Law Society of England and Wales

(the expenses involved in such nomination and the fees of such financial

institution or person being payable by the Issuer) and the determination of any

such financial institution or person shall be final and binding upon the Trustee

and the Issuer.

14.1.5

The Issuer shall also pay or discharge all Liabilities incurred by the Trustee in

relation to the preparation and execution of, the exercise of its powers,

authorities, discretions and rights and the performance of its duties under, and

in any other manner in relation to, this Trust Deed, including but not limited to

legal and travelling expenses and any stamp, issue, registration, documentary

and other taxes or duties paid or payable by the Trustee in connection with any

action taken or contemplated by or on behalf of the Trustee for enforcing, or

resolving any doubt concerning, or for any other purpose in relation to this Trust

Deed.

14.1.6

All amounts payable pursuant to sub-clause 14.1.5 above and/or sub-clause

14.1.9 below shall be payable by the Issuer on the date specified in a demand

by the Trustee and in the case of payments actually made by the Trustee prior

to such demand shall (if not paid within seven days after such demand and the

Trustee so requires) carry interest at the rate of three per cent. per annum above

the base rate from time to time of Barclays Bank PLC from the date specified

in such demand, and in all other cases shall (if not paid on the date specified in

such demand or, if later, within seven days after such demand and, in either case,

the Trustee so requires) carry interest at such rate from the date specified in such

demand. All remuneration payable to the Trustee shall carry interest at such

rate from the due date therefor.

14.1.7

Unless otherwise specifically stated in any discharge of this Trust Deed the

provisions of this Clause 14.1 and sub-clause 14.1.9 below shall continue in full

force and effect notwithstanding such discharge.

14.1.8

The Trustee shall be entitled in its absolute discretion to determine which Series

of Notes any Liabilities incurred, under this Trust Deed have been incurred or

to allocate any such Liabilities between the Notes of any Series.

14.1.9

Without prejudice to the right of indemnity by law given to trustees, the Issuer

shall indemnify the Trustee and every Appointee and keep it or him indemnified

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against all Liabilities to which it or he may be or become subject or which may

be incurred by it or him in the execution or purported execution of any of the

trusts, powers, authorities and discretions under this Trust Deed or its or his

functions under any such appointment or in respect of any other matter or thing

done or omitted in any way relating to this Trust Deed or any such appointment.

14.1.10

Where the Issuer is required to pay any cost, charge or expense under this Trust

Deed (i) on behalf of any other person, or (ii) by way of reimbursement of a

sum incurred by any person on behalf of the Issuer, it shall pay, subject to receipt

of a valid value added tax invoice, the full amount of such cost, charge or

expense, including such part thereof as represents value added tax, save to the

extent that such person is entitled to credit or repayment in respect of such value

added tax from any relevant tax authority following timely and reasonable

performance of its value added tax compliance obligations.

14.2 Stamp duties

For each Series, the Issuer will pay any stamp, issue, registration, documentary and

other similar duties and taxes, including interest and penalties, payable in respect of the

constitution, issue and offering of the Notes, the Coupons and the Talons (where

applicable) of such Series (a) in the United Kingdom and Luxembourg or any other

country in which any specified office of any Transfer and Paying Agent is for the time

being situate on or in connection with the execution and delivery of this Trust Deed

relating to such Series and (b) in any jurisdiction on or in connection with any action

taken by or on behalf of the Trustee or (where permitted under this Trust Deed so to

do) any Noteholder or Couponholder to enforce this Trust Deed.

14.3 Exchange rate indemnity

14.3.1

Currency of Account and Payment: the Contractual Currency is the sole

currency of account and payment for all sums payable by the Issuer under or in

connection with this Trust Deed, the Notes and the Coupons including damages;

and

14.3.2

Extent of Discharge: An amount received or recovered in a currency other than

the Contractual Currency (whether as a result of, or of the enforcement of, a

judgment or order of a court of any jurisdiction, in the winding up or dissolution

of the Issuer or otherwise) by the Trustee or any Noteholder or Couponholder

in respect of any sum expressed to be due to it from the Issuer will only

discharge the Issuer to the extent of the Contractual Currency amount which the

recipient is able to purchase with the amount so received or recovered in that

other currency on the date of that receipt or recovery (or, if it is not practicable

to make that purchase on that date, on the first date on which it is practicable to

do so); and

14.3.3

Indemnity: If that Contractual Currency amount is less than the Contractual

Currency amount expressed to be due to the recipient under this Trust Deed or

the Notes or the Coupons, the Issuer will indemnify it against any Liability

sustained by it as a result. In any event, the Issuer will indemnify the recipient

against the cost of making any such purchase.

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14.4 Indemnities separate

The above indemnities shall constitute obligations of the Issuer separate and

independent from its obligations under the other provisions of this Trust Deed (but

without prejudice to the subordination provisions of Clause 5 (Status of the Notes)

where applicable) and shall apply irrespective of any indulgence granted by the Trustee

or the Noteholders or the Couponholders from time to time and shall continue in full

force and effect notwithstanding the judgment or filing of any proof or proofs in any

bankruptcy, insolvency or liquidation of the Issuer for a liquidated sum or sums in

respect of amounts due under this Trust Deed (other than this Clause 14). Any such

deficiency as aforesaid shall be deemed to constitute a loss suffered by the Noteholders

and the Couponholders and no proof or evidence of any actual loss shall be required by

the Issuer or its liquidator or liquidators.

15. APPOINTMENT AND RETIREMENT

15.1 Appointment of Trustees

The power of appointing new trustees of this Trust Deed shall be vested in the Issuer

but no person shall be appointed who shall not previously have been approved by an

Extraordinary Resolution of the Noteholders. A trust corporation may be appointed

sole trustee hereof but subject thereto there shall be at least two trustees hereof one at

least of which shall be a trust corporation. Any appointment of a new trustee hereof

shall as soon as practicable thereafter be notified by the Issuer to the Agents and the

Noteholders. The Noteholders shall together have the power, exercisable by

Extraordinary Resolution, to remove any trustee or trustees for the time being hereof.

The removal of any trustee shall not become effective unless there remains a trustee

hereof (being a trust corporation) in office after such removal.

15.2 Co-trustees

Notwithstanding the provisions of Clause 15.1 (Appointment of Trustees), the Trustee

may, upon giving prior notice to the Issuer but without the consent of the Issuer or the

Noteholders or the Couponholders, appoint any person established or resident in any

jurisdiction (whether a trust corporation or not) to act either as a separate trustee or as

a co-trustee jointly with the Trustee:

15.2.1

if the Trustee considers such appointment to be in the interests of the

Noteholders or the Couponholders; or

15.2.2

for the purposes of conforming to any legal requirements, restrictions or

conditions in any jurisdiction in which any particular act or acts are to be

performed; or

15.2.3

for the purposes of obtaining a judgment in any jurisdiction or the enforcement

in any jurisdiction either of a judgment already obtained or of this Trust Deed.

15.3 Attorneys

The Issuer hereby irrevocably appoints the Trustee to be its attorney in its name and on

its behalf to execute any such instrument of appointment. Such a person shall (subject

always to the provisions of this Trust Deed) have such trusts, powers, authorities and

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discretions (not exceeding those conferred on the Trustee by this Trust Deed) and such

duties and obligations as shall be conferred on such person or imposed by the

instrument of appointment. The Trustee shall have power in like manner to remove any

such person. Such reasonable remuneration as the Trustee may pay to any such person,

together with any attributable costs, charges and expenses incurred by it in performing

its function as such separate trustee or co-trustee, shall for the purposes of this Trust

Deed be treated as costs, charges and expenses incurred by the Trustee.

15.4 Retirement of Trustees

Any Trustee for the time being of this Trust Deed may retire at any time upon giving

not less than three calendar months' notice in writing to the Issuer without assigning

any reason therefore and without being responsible for any costs occasioned by such

retirement. The Noteholders may by Extraordinary Resolution remove any Trustee or

Trustee for the time being by this Trust Deed. The retirement of any Trustee shall not

become effective unless there remains a trustee hereof (being a trust corporation) in

office after such retirement. The Issuer hereby covenants that in the event of the only

trustee hereof which is a trust corporation giving notice under this Clause 15 or being

removed by Extraordinary Resolution, it shall use its best endeavours to procure a new

trustee, being a trust corporation, to be appointed and if the Issuer has not procured the

appointment of a new trustee within 30 days of the expiry of the Trustee notice referred

to in this Clause 15.4, the Trustee shall be entitled to procure forthwith a new trustee.

15.5 Competence of a majority of Trustees

Whenever there shall be more than two trustees hereof the majority of such trustees

shall (provided such majority includes a trust corporation) be competent to execute and

exercise all the trusts, powers, authorities and discretions vested by this Trust Deed in

the Trustee generally.

15.6 Powers additional

The powers conferred by this Trust Deed upon the Trustee shall be in addition to any

powers which may from time to time be vested in it by general law or as the Holder of

any of the Notes, Coupons or Talons (where applicable).

15.7 Merger

Any corporation into which the Trustee may be merged or converted or with which it

may be consolidated, or any corporation resulting from any merger, conversion or

consolidation to which the Trustee shall be a party, or any corporation succeeding to all

or substantially all the corporate trust business of the Trustee, shall be the successor of

the Trustee hereunder, provided such corporation shall be otherwise qualified and

eligible under this Clause 15.7, without the execution or filing of any paper or any

further act on the part of any of the parties hereto.

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16. NOTICES

16.1 Addresses for notices

All notices and other communications hereunder shall be made in writing and in English

(by letter or email) and shall be sent as follows:

16.1.1

The Issuer: if to the Issuer, to it at:

1 Churchill Place

Canary Wharf

London E14 5HP

United Kingdom

Email: [email protected]

Attention: Capital Markets Execution, Group Treasury

16.1.2

Trustee: if to the Trustee, to it at:

160 Queen Victoria Street

London EC4V 4LA

United Kingdom

Tel: +44 1202 689978

Email: [email protected]

Attention: Trustee Administration Manager (Barclays DIP)

16.2 Effectiveness

Every notice or other communication sent in accordance with Clause 16.1 (Addresses

for notices) shall be effective, (i) if sent by letter, it shall be deemed to have been

delivered three days after the time of despatch in the case of inland post and seven days

after the time of despatch in the case of overseas post and (ii) if sent by email, it shall

be deemed to have been delivered when the relevant receipt of such notice or

communication being read is given, or where no read receipt is requested by the sender,

at the time of sending, provided that no delivery failure notification is received by the

sender within 24 hours of sending such notice or communication, and in the case of (i)

and (ii) above, provided that any such notice or other communication which would

otherwise take effect after 4.00 p.m. on any particular day shall not take effect until

10.00 a.m. on the immediately succeeding business day in the place of the addressee.

16.3 No Notice to Couponholders

Neither the Trustee nor the Issuer shall be required to give any notice to the

Couponholders for any purpose under this Trust Deed and the Couponholders shall be

deemed for all purposes to have notice of the contents of any notice given to the

Noteholders in accordance with Condition 20 (Notices).

16.4 Non-Secure Communications

In no event shall the Trustee be liable for any Losses arising from the Trustee receiving

or transmitting any data to the Issuer (or any Authorised Person) or acting upon any

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notice, Instruction or other communications via any Electronic Means. The Trustee has

no duty or obligation to verify or confirm that the person who sent such Instructions or

directions is, in fact, a person authorised to give Instructions or directions on behalf of

the Issuer (or any Authorised Person). The Issuer agrees that the security procedures, if

any, to be followed in connection with a transmission of any such notice, Instructions

or other communications, provide to it a commercially reasonable degree of protection

in light of its particular needs and circumstances.

"Electronic Means" shall mean the following communications methods: (i) non-secure

methods of transmission or communication such as e-mail and facsimile transmission

and (ii) secure electronic transmission containing applicable authorisation codes,

passwords and/or authentication keys issued by the Trustee, or another method or

system specified by the Trustee as available for use in connection with its services

hereunder.

17. LAW AND JURISDICTION

17.1 Governing law

This Trust Deed and the Notes, and all non-contractual obligations arising from or

connected with them are governed by and shall be construed in accordance with,

English law.

17.2 English courts

The courts of England have exclusive jurisdiction to settle any dispute (a "Dispute"),

arising from or connected with this Trust Deed or the Notes (including a dispute relating

to non-contractual obligations arising from or in connection with this Trust Deed or the

Notes, or a dispute regarding the existence, validity or termination of this Trust Deed

or the Notes) or the consequences of their nullity.

17.3 Appropriate forum

The parties agree that the courts of England are the most appropriate and convenient

courts to settle any Dispute and, accordingly, that they will not argue to the contrary.

18. SEVERABILITY

In case any provision in or obligation under this Trust Deed shall be invalid, illegal or

unenforceable in any jurisdiction, the validity, legality and enforceability of the

remaining provisions or obligations, or of such provision or obligation in any other

jurisdiction, shall not in any way be affected or impaired thereby.

19. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

No person shall have any right to enforce any provision of this Trust Deed under the

Contracts (Rights of Third Parties) Act 1999.

20. ATTORNEY

The Issuer hereby irrevocably appoints the Trustee to be its attorney and in its name

and on its behalf to execute and do all assurances, acts and things which it ought to

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execute and do under the covenants and provisions in these presents contained and

generally to use its name in the exercise of all or any of the powers, rights, authorities,

duties and discretions conferred on the Trustee by these presents.

21. INVALIDITY

If at any time any provision of these presents is or becomes illegal, invalid or

unenforceable in any respect under the law of any jurisdiction, that shall not affect or

impair:

21.1 the legality, validity or enforceability in that jurisdiction of any other provision of these

presents; or

21.2 the legality, validity or enforceability under the law of any other jurisdiction of that or

any other provision of these presents.

22. COUNTERPARTS

This Trust Deed may be executed in any number of counterparts, each of which shall

be deemed an original.

IN WITNESS WHEREOF this Trust Deed has been executed as a deed by the parties hereto

and is intended to be and is hereby delivered on the date first before written.

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SCHEDULE 1

TERMS AND CONDITIONS OF THE NOTES

The following is the text of the terms and conditions that, subject to completion in accordance

with Part A of the relevant Final Terms or, in the case of Exempt Notes, as supplemented,

amended and/or replaced by the relevant Pricing Supplement, shall be applicable to Notes in

definitive form (if any) issued in exchange for the Global Note(s) representing each Series.

Either (i) the full text of these terms and conditions together with the relevant provisions of

Part A of the Final Terms or the Pricing Supplement, as applicable, or (ii) these terms and

conditions as so completed (or so supplemented, amended and/or replaced, as the case may

be) shall be endorsed on such Bearer Notes or on the Certificates relating to such Registered

Notes. All capitalised terms that are not defined in the terms and conditions will have the

meanings given to them in Part A of the relevant Final Terms or in the relevant Pricing

Supplement, as applicable. Those definitions will be endorsed on Notes in definitive form or

Certificates (as the case may be). The terms and conditions applicable to any Note in global

form will differ from those terms and conditions which would apply to the Note were it in

definitive form to the extent described under "Forms of the Notes Summary of Provisions

relating to the Notes while in Global Form" above. The wording appearing in italics below is

included for disclosure purposes only and does not form part of the terms and conditions of the

Notes.

1. Introduction

This Note is one of a series (each a "Series") issued pursuant to the Debt Issuance

Programme (the "Programme") established by Barclays Bank PLC (the "BBPLC"),

Barclays Overseas Capital Corporation B.V. ("BOCC") and Barclays Overseas

Investment Company B.V. ("BOIC") on 10 October 1995. Barclays PLC (the "Issuer")

was added as an issuer under the Programme on 9 June 2008. BOCC, BOIC and BBPLC

are no longer issuers under the Programme. This Note is constituted by a Trust Deed

dated 24 May 2005 as most recently amended and restated on or about 7 March 2023

(as further amended, restated, modified and/or supplemented from time to time, the

"Trust Deed") between, inter alios, the Issuer and The Bank of New York Mellon,

London Branch (the "Trustee" which expression shall wherever the context so admits

include its successors) and has the benefit of an Agency Agreement dated 10 October

1995, as most recently amended and restated on or about 7 March 2023 (as amended

or supplemented from time to time, the "Agency Agreement") made between, inter

alios, the Issuer, the ICSD Registrar (the "ICSD Registrar" which expression shall

wherever the context so admits include any successor or other person appointed as such

in respect of any Notes), the ICSD Paying Agent (the "ICSD Paying Agent" which

expression shall wherever the context so admits include any successor or other person

appointed as such in respect of any Notes), the ICSD Transfer Agent (the "ICSD

Transfer Agent" which expression shall wherever the context so admits include any

successor or other person appointed as such in respect of any Notes), the Principal

Paying Agent (the "Principal Paying Agent" which expression shall wherever the

context so admits include its successors as such, and, together with the ICSD Paying

Agent, the CMU Lodging and Paying Agent and any successor and the other transfer

and paying agent(s) appointed in respect of any Notes, the "Paying Agents"), the Agent

Bank (the "Agent Bank" which expression shall wherever the context so admits include

any successor or other person appointed as such in respect of any Notes), the Foreign

Exchange Agent (the "Foreign Exchange Agent" which expression shall wherever the

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context so admits include any successor or other person appointed as such in respect of

any Notes), the CMU Lodging and Paying Agent (the "CMU Lodging and Paying

Agent", which expression shall wherever the context so admits include its successors

as such in respect of any Notes), the CMU Transfer Agent (the "CMU Transfer Agent",

which expression shall wherever the context so admits include its successors as such in

respect of any Notes), the CMU Registrar (the "CMU Registrar", which expression

shall wherever the context so admits include its successors as such in respect of any

Notes to be held in the CMU Service and, together with the ICSD Registrar and any

successor and the other registrars appointed in respect of any Notes, the "Registrars")

each named therein and the Trustee. The initial Paying Agents and the initial Agent

Bank are named below. The Trustee shall exercise the duties, powers, trusts, authorities

and discretions vested in it by the Trust Deed separately in relation to each Series of

Notes in accordance with the provisions of the Trust Deed. Copies of the Trust Deed

and the Agency Agreement are available for inspection free of charge during normal

business hours at the office for the time being of the Principal Paying Agent (being at 7

March 2023, 160 Queen Victoria Street, London EC4V 4LA, United Kingdom) or at

the Trustee's or the relevant Agent's option (as applicable), such inspection may be

provided electronically. For the purpose of these Conditions, all references to the

Principal Paying Agent shall, with respect to a Series of Notes to be held in the CMU

Service, be deemed to be a reference to the CMU Lodging and Paying Agent and all

such references shall be construed accordingly.

Holders of Notes and, in relation to any Series of Bearer Notes, any coupons

("Coupons") or talons for further Coupons ("Talons") appertaining thereto are entitled

to the benefit of, are bound by, and will be deemed to have notice of, all the provisions

of the Trust Deed and are deemed to have notice of those provisions applicable to them

of the Agency Agreement.

The term "Notes" means debt instruments, by whatever name called, issued under the

Programme. The Notes may be issued in bearer form ("Bearer Notes"), or in registered

form ("Registered Notes"). All subsequent references in these Conditions to "Notes"

are to the Notes which are the subject of the relevant Final Terms. Notes issued under

the Programme are issued in Series and each Series may comprise one or more tranches

(each a "Tranche") of Notes. Each Tranche, for which a prospectus is required in

connection with such issue in accordance with Regulation (EU) 2017/1129 as it forms

part of domestic law of the United Kingdom by virtue of the European Union

(Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"), is the subject

of the relevant final terms (the "Final Terms") which supplements these terms and

conditions (the "Conditions"). Each Tranche, for which no prospectus is required in

connection with such issue in accordance with the UK Prospectus Regulation ("Exempt

Notes"), is the subject of a pricing supplement (the "Pricing Supplement"), which

supplements, amends and/or replaces these Conditions. The terms and conditions

applicable to any particular Tranche of Notes are these Conditions as completed by the

relevant Final Terms or, as supplemented, amended and/or replaced by the relevant

Pricing Supplement, as the case may be. In the event of any inconsistency between these

Conditions and the relevant Final Terms or Pricing Supplement (as applicable), the

relevant Final Terms or Pricing Supplement (as applicable) shall prevail. Certain

provisions of these Conditions are summaries of the Trust Deed and the Agency

Agreement and are subject to their detailed provisions.

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2. Interpretation

(a) Definitions: In these Conditions the following expressions have the following

meanings:

"2006 ISDA Definitions" means, in relation to a Series of Notes, the 2006 ISDA

Definitions (as supplemented, amended and updated as at the date of issue of the

first Tranche of the Notes of such Series) as published by ISDA (copies of which

may be obtained from ISDA at www.isda.org);

"2021 ISDA Definitions" means, in relation to a Series of Notes, the latest

version of the 2021 ISDA Interest Rate Derivatives Definitions (including each

Matrix (and any successor Matrix thereto), as defined in such 2021 ISDA Interest

Rate Derivatives Definitions) as at the date of issue of the first Tranche of Notes

of such Series, as published by ISDA on its website (www.isda.org);

" " shall have the meaning given to such term in Condition 7(d) (Floating

Rate Note Provisions and Benchmark Replacement - Screen Rate Determination

for Floating Rate Notes which reference SONIA, SOFR, or SORA);

"Accrual Yield" has the meaning given in the relevant Final Terms;

"Additional Business Centre(s)" means the city or cities specified as such in

the relevant Final Terms;

"Additional Financial Centre(s)" means the city or cities specified as such in

the relevant Final Terms;

"Applicable Period" shall have the meaning given to such term in Condition

7(d) (Floating Rate Note Provisions and Benchmark Replacement Screen

Rate Determination for Floating Rate Notes which reference SONIA, SOFR,

or SORA);

"Authorised Signatory" has the meaning given in the Trust Deed;

"BBSW" means the Australian Bank Bill Swap Rate;

"Business Day" means:

(a) in relation to any sum payable in euro, a TARGET Settlement Day and a

day (other than a Saturday, Sunday or public holiday) on which

commercial banks and foreign exchange markets settle payments

generally in London and in each (if any) Additional Business Centre;

(b) in relation to any sum payable in a currency other than euro, a day (other

than a Saturday, Sunday or public holiday) on which commercial banks

and foreign exchange markets settle payments generally in London, in the

Principal Financial Centre of the relevant currency and in each (if any)

Additional Business Centre; and

the relevant Final Terms, any weekday that is a U.S. Government

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Securities Business Day and is not a legal holiday in New York and each

(if any) Additional Business Centre(s) and is not a date on which banking

institutions in those cities are authorised or required by law or regulation

to be closed;

"Business Day Convention", in relation to any particular date, has the meaning

given in the relevant Final Terms and, if so specified in the relevant Final Terms,

may have different meanings in relation to different dates and, in this context,

the following expressions shall have the following meanings:

(a) "Following Business Day Convention" means that the relevant date

shall be postponed to the first following day that is a Business Day;

(b) "Modified Following Business Day Convention" or "Modified

Business Day Convention" means that the relevant date shall be

postponed to the first following day that is a Business Day unless that day

falls in the next calendar month in which case that date will be the first

preceding day that is a Business Day;

shall be brought forward to the first preceding day that is a Business Day;

(d) "FRN Convention", "Floating Rate Convention" or "Eurodollar

Convention" means that each relevant date shall be the date which

numerically corresponds to the preceding such date in the calendar month

which is the number of months specified in the relevant Final Terms as

the Specified Period after the calendar month in which the preceding such

date occurred provided, however, that:

(i) if there is no such numerically corresponding day in the calendar

month in which any such date should occur, then such date will be

the last day which is a Business Day in that calendar month;

(ii) if any such date would otherwise fall on a day which is not a

Business Day, then such date will be the first following day which

is a Business Day unless that day falls in the next calendar month,

in which case it will be the first preceding day which is a Business

Day; and

(iii) if the preceding such date occurred on the last day in a calendar

month which was a Business Day, then all subsequent such dates

will be the last day which is a Business Day in the calendar month

which is the specified number of months after the calendar month

in which the preceding such date occurred; and

(e) "No Adjustment" means that the relevant date shall not be adjusted in

accordance with any Business Day Convention;

"Calculation Amount" has the meaning given in the relevant Final Terms;

"Calculation Method" has the meaning given in the relevant Final Terms;

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"Capital Regulations" means, at any time, the laws, regulations, requirements,

standards, guidelines and policies relating to capital adequacy and/or minimum

requirement for own funds and eligible liabilities and/or loss absorbing capacity

for credit institutions of either (i) the PRA and/or (ii) any other national or

European authority, in each case then in effect in the United Kingdom (or in such

other jurisdiction in which the Issuer may be organised or domiciled) and

applicable to the Group, including, UK CRD;

"CDOR" means the Canadian interbank offered rate;

"CNH HIBOR" means the CNH Hong Kong interbank offered rate;

"CMU Service" means the Central Moneymarkets Unit Service, operated by the

Hong Kong Monetary Authority;

"Compounded Daily Reference Rate" shall have the meaning given to such

term in Condition 7(d) (Floating Rate Note Provisions and Benchmark

Replacement - Screen Rate Determination for Floating Rate Notes which

or SORA);

"Coupon Sheet" means, in respect of a Note, a coupon sheet relating to the Note;

"Couponholders" means the holders of the Coupons (whether or not attached to

the relevant Notes);

"D" shall have the meaning given to such term in Condition 7(d) (Floating Rate

Note Provisions and Benchmark Replacement Screen Rate Determination for

Floating Rate Notes which reference SONIA, SOFR, or SORA);

"d" shall have the meaning given to such term in Condition 7(d) (Floating Rate

Note Provisions and Benchmark Replacement Screen Rate Determination for

Floating Rate Notes which reference SONIA, SOFR, or SORA);

" shall have the meaning given to such term in Condition 7(d) (Floating Rate

Note Provisions and Benchmark Replacement Screen Rate Determination for

Floating Rate Notes which reference SONIA, SOFR, or SORA);

"DA Selected Bond" means the government security or securities selected by

the Issuer (after consultation with an investment bank or financial institution

determined to be appropriate by the Issuer, which, for the avoidance of doubt,

could be the Determination Agent (if applicable)) as having the nearest actual or

interpolated maturity comparable with the Remaining Term of the Notes, and

that (in the opinion of the Issuer) would be utilised, at the time of selection and

in accordance with customary financial practice in determining the redemption

price of corporate debt securities denominated in the Specified Currency and of

a comparable remaining maturity to the Remaining Term of the Notes;

"Day Count Fraction" means, in respect of the calculation of an amount for any

period of time (the "Calculation Period"), such day count fraction as may be

specified in these Conditions or the relevant Final Terms and:

(a) if "Actual/Actual (ICMA)" is so specified, means:

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(i) where the Calculation Period is equal to or shorter than the

Regular Period during which it falls, the actual number of days in

the Calculation Period divided by the product of (1) the actual

number of days in such Regular Period and (2) the number of

Regular Periods in any year; and

(ii) where the Calculation Period is longer than one Regular Period,

the sum of:

(A) the actual number of days in such Calculation Period

falling in the Regular Period in which it begins divided by

the product of (1) the actual number of days in such

Regular Period and (2) the number of Regular Periods in

any year; and

(B) the actual number of days in such Calculation Period

falling in the next Regular Period divided by the product of

(1) the actual number of days in such Regular Period and

(2) the number of Regular Periods in any year;

(b) if "Actual/Actual (ISDA)" is so specified, means the actual number of

days in the Calculation Period divided by 365 (or, if any portion of the

Calculation Period falls in a leap year, the sum of (A) the actual number

of days in that portion of the Calculation Period falling in a leap year

divided by 366 and (B) the actual number of days in that portion of the

Calculation Period falling in a non-leap year divided by 365);

in the Calculation Period divided by 365;

(d) if "Actual/360" is so specified, means the actual number of days in the

Calculation Period divided by 360;

(e) if "30/360" is so specified, means the number of days in the Calculation

Period divided by 360, calculated on a formula basis is as follows

Day Count Fraction =

where:

" is the year, expressed as a number, in which the first day of the

Calculation Period falls;

" is the year, expressed as a number, in which the day immediately

following the last day included in the Calculation Period falls;

" is the calendar month, expressed as a number, in which the first day

of the Calculation Period falls;

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" is the calendar month, expressed as a number, in which the day

immediately following the last day included in the Calculation Period

falls;

" is the first calendar day, expressed as a number, of the Calculation

Period, unless such number would be 31, in which case D1 will be 30;

and

" is the calendar day, expressed as a number, immediately following

the last day included in the Calculation Period, unless such number would

be 31 and D

is greater than 29, in which case D

will be 30; and

(f) if "30E/360" or "Eurobond Basis" is so specified, means the number of

days in the Calculation Period divided by 360, calculated on a formula

basis is as follows:

Day Count Fraction =

where:

" is the year, expressed as a number, in which the first day of the

Calculation Period falls;

" is the year, expressed as a number, in which the day immediately

following the last day included in the Calculation Period falls;

" is the calendar month, expressed as a number, in which the first day

of the Calculation Period falls;

" is the calendar month, expressed as a number, in which the day

immediately following the last day included in the Calculation Period

falls;

" is the first calendar day, expressed as a number, of the Calculation

Period, unless such number would be 31, in which case D

will be 30; and

" is the calendar day, expressed as a number, immediately following

the last day included in the Calculation Period, unless such number would

be 31, in which case D

will be 30; and

(g) if "30E/360 (ISDA)" is so specified, means the number of days in the

Calculation Period divided by 360, calculated on a formula basis is as

follows:

Day Count Fraction =

where:

" is the year, expressed as a number, in which the first day of the

Calculation Period falls;

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" is the year, expressed as a number, in which the day immediately

following the last day included in the Calculation Period falls;

" is the calendar month, expressed as a number, in which the first day

of the Calculation Period falls;

" is the calendar month, expressed as a number, in which the day

immediately following the last day included in the Calculation Period

falls;

" is the first calendar day, expressed as a number, of the Calculation

Period, unless (i) that day is the last day of February or (ii) such number

would be 31, in which case D

will be 30; and

" is the calendar day, expressed as a number, immediately following

the last day included in the Calculation Period, unless (i) that day is the

last day of February but not the Maturity Date or (ii) such number would

be 31, in which case D

will be 30,

provided, however, that in each such case the number of days in the Calculation

Period is calculated from (and including) the first day of the Calculation Period

to (but excluding) the last day of the Calculation Period;

"Determination Agent" means an investment bank or financial institution of

international standing selected by the Issuer;

"Early Redemption Amount (Tax)" means, in respect of any Note, its principal

amount or such other amount as may be specified in the relevant Final Terms;

"Early Termination Amount" means, in respect of any Note, its principal

amount or such other amount as may be specified in these Conditions or the

relevant Final Terms;

"ECB's Website" shall have the meaning given to such term in Condition 7(d)

(Floating Rate Note Provisions and Benchmark Replacement Screen Rate

Determination for Floating Rate Notes which reference SONIA, SOFR, or

SORA);

"Effective Interest Payment Date" means any date or dates specified as such

in the relevant Final Terms;

"EU CRD" means:

(A) Regulation (EU) No 575/2013 of the European Parliament and of the

Council of 26 June 2013 on prudential requirements for credit

institutions and investments firms, as amended before IP completion

day; and

(B) Directive 2013/36/EU of the European Parliament and of the Council of

26 June 2013 on access to the activity of credit institutions and the

prudential supervision of credit institutions and investment firms,

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amending Directive 2002/87/EC and repealing Directives 2006/48/EC

and 2006/49/EC, as amended before IP completion day;

"EURIBOR" means, in respect of any specified currency and any specified

period, the interest rate benchmark known as the Euro zone interbank offered

rate which is calculated and published by a designated distributor (as at the date

of this Base Prospectus, Thomson Reuters) in accordance with the requirements

from time to time of the European Money Markets Institute (or any other person

which takes over the administration of that rate) based on estimated interbank

borrowing rates for a number of designated currencies and maturities which are

provided, in respect of each such currency, by a panel of contributor banks

(details of historic EURIBOR rates can be obtained from the designated

distributor);

"Extraordinary Resolution" has the meaning given in the Trust Deed;

"Final Redemption Amount" means, in respect of any Note, its principal

amount or such other amount as may be specified in the relevant Final Terms;

"First Interest Payment Date" means the date specified in the relevant Final

Terms;

"First Reset Date" means the date specified in the relevant Final Terms;

"Fixed Coupon Amount" has the meaning given in the relevant Final Terms;

"Fixed Leg Swap Payment Frequency" has the meaning given in the relevant

Final Terms;

"Fixed Rate Note" means a Note on which interest is calculated at a fixed rate

payable in arrear on a fixed date or dates in each year and on redemption or on

such other dates as may be agreed between the Issuer and the relevant dealer(s)

(as indicated in the relevant Final Terms);

"Floating Rate Note" means a Note on which interest is calculated at a floating

rate payable at intervals of one, two, three, six or 12 months or at such other

intervals as may be agreed between the Issuer and the relevant dealer(s) (as

indicated in the relevant Final Terms);

"Gross Redemption Yield" means, with respect to a security, the gross

redemption yield on such security, expressed as a percentage and calculated by

the Issuer or the Determination Agent on the basis set out by the United Kingdom

Debt Management Office in the paper "Formulae for Calculating Gilt Prices

from Yields", page 5, Section One: Price/Yield Formulae "Conventional Gilts;

Double-dated and Undated Gilts with Assumed (or Actual) Redemption on a

Quasi-Coupon Date" (published on 8 June 1998 and updated on 15 January 2002

and 16 March 2005, and as further amended, updated, supplemented or replaced

from time to time) or, if such formula does not reflect generally accepted market

practice at the time of redemption, a gross redemption yield calculated in

accordance with generally accepted market practice at such time as determined

by the Issuer following consultation with an investment bank or financial

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institution determined to be appropriate by the Issuer (which, for the avoidance

of doubt, could be the Determination Agent, if applicable);

"Group" means the Issuer and its consolidated subsidiaries;

"HIBOR" means the Hong Kong interbank offered rate;

"Holder", in the case of Bearer Notes, has the meaning given in Condition 3(b)

(Form, Denomination, Title and Transfer Title to Bearer Notes) and, in the

case of Registered Notes, has the meaning given in Condition 3(d) (Form,

Denomination, Title and Transfer Title to Registered Notes);

"Hong Kong" means the Hong Kong Special Administrative Region of the

People's Republic of China;

"i" shall have the meaning given to such term in Condition 7(d) (Floating Rate

Note Provisions and Benchmark Replacement Screen Rate Determination for

Floating Rate Notes which reference SONIA, SOFR, or SORA);

"Initial Rate of Interest" has the meaning specified in the relevant Final Terms;

"Interest Amount" means, in relation to a Note and an Interest Period, the

amount of interest payable in respect of that Note for that Interest Period;

"Interest Commencement Date" means the Issue Date of the Notes or such

other date as may be specified as the Interest Commencement Date in the

relevant Final Terms;

"Interest Determination Date" shall mean the date specified as such in the

relevant Final Terms, or if none is so specified:

(a) if the Reference Rate is EURIBOR, the second day on which TARGET2

is open prior to the start of each Interest Period;

(b) if the Reference Rate is BBSW, the first day of each Interest Period;

(d) if the Reference Rate is CNH HIBOR, the second day on which Hong

Kong is open prior to the start of each Interest Period;

(e) if the Reference Rate is TIBOR, the second day on which commercial

banks are open for business (including dealings in foreign exchange and

foreign currency deposits) in Tokyo prior to the start of each Interest

Period;

(f) if the Reference Rate is STIBOR, the second day on which commercial

banks are open for business (including dealings in foreign exchange and

foreign currency deposits) in Stockholm prior to the start of each Interest

Period;

(g) if the Reference Rate is HIBOR, the first day of each Interest Period;

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(h) if the Reference Rate is CDOR, the first day of each Interest Period; and

(i) if the Reference Rate is NIBOR, the second day on which commercial

banks are open for business (including dealings in foreign exchange and

foreign currency deposits) in Oslo prior to the start of each Interest Period.

"Interest Payment Date" means the First Interest Payment Date and any date or

dates specified as such in the relevant Final Terms (each such date a "Specified

Interest Payment Date") and, if a Business Day Convention is specified in the

relevant Final Terms:

(a) as the same may be adjusted in accordance with the relevant Business

Day Convention; or

(b) if the Business Day Convention is the FRN Convention, Floating Rate

Convention or Eurodollar Convention and an interval of a number of

calendar months is specified in the relevant Final Terms as being the

Specified Period, each of such dates as may occur in accordance with the

FRN Convention, Floating Rate Convention or Eurodollar Convention at

such Specified Period of calendar months following the Interest

Commencement Date (in the case of the first Interest Payment Date) or

the previous Interest Payment Date (in any other case);

"Interest Period" means each period beginning on (and including) the Interest

Commencement Date or any Interest Payment Date and ending on (but

excluding) the next Interest Payment Date;

"IP completion day" has the meaning given in the European Union (Withdrawal

Act) 2020;

"ISDA" means the International Swaps and Derivatives Association, Inc. (or any

successor);

"ISDA Definitions" has the meaning given in the relevant Final Terms;

"Issue Date" has the meaning given in the relevant Final Terms;

"Lock-out Period" shall have the meaning given to such term in Condition 7(d)

(Floating Rate Note Provisions and Benchmark Replacement Screen Rate

Determination for Floating Rate Notes which reference SONIA, SOFR, or

SORA);

"Loss Absorption Disqualification Event" means the whole or any part of the

outstanding aggregate principal amount of the relevant Series of Senior Notes at

any time being excluded from or ceasing to count towards the Issuer's and/or the

Group's own funds and eligible liabilities and/or loss absorbing capacity, in each

case for the purposes of, and in accordance with, the relevant Capital

Regulations; provided that a Loss Absorption Disqualification Event shall not

occur if such whole or part of the outstanding principal amount of the relevant

Series of Senior Notes is excluded from, or ceases to count towards, such own

funds and eligible liabilities and/or loss absorbing capacity due to the remaining

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maturity of the Notes being less than the period prescribed by the relevant Capital

Regulations;

"Loss Absorption Regulations Event" means that:

(i) any Capital Regulations become effective with respect to the Issuer

and/or the Group; or

(ii) there is an amendment to, or change in, any Capital Regulation, or any

change in the official application of any Capital Regulation, which

becomes effective with respect to the Issuer and/or the Group;

"Make Whole Redemption Price" has the meaning given in Condition 10(c)

(Redemption and Purchase Redemption at the option of the Issuer);

"Margin" has the meaning given in the relevant Final Terms;

"MAS Website" shall have the meaning given to such term in Condition 7(d)

(Floating Rate Note Provisions and Benchmark Replacement Screen Rate

Determination for Floating Rate Notes which reference SONIA, SOFR, or

SORA);

"Maturity Date" has the meaning given in the relevant Final Terms;

"Maximum Rate of Interest" has the meaning given in the relevant Final

Terms;

"Maximum Redemption Amount" has the meaning given in the relevant Final

Terms;

"Mid-Market Swap Rate" means for any Reset Period the mean of the bid and

offered rates for the fixed leg payable with a frequency equivalent to the Fixed

Leg Swap Payment Frequency (calculated on the day count basis customary for

fixed rate payments in the Specified Currency, such day count basis as

determined by the Issuer) of a fixed-for-floating interest rate swap transaction in

the Specified Currency which transaction (i) has a term equal to the relevant

Reset Period and commencing on the relevant Reset Date, (ii) is in an amount

that is representative for a single transaction in the relevant market at the relevant

time with an acknowledged dealer of good credit in the swap market and (iii) has

a floating leg based on the Mid-Swap Floating Leg Benchmark Rate for the Mid-

Swap Floating Leg Maturity (as specified in the relevant Final Terms)

(calculated on the day count basis customary for floating rate payments in the

Specified Currency, such day count basis as determined by the Issuer);

"Mid-Market Swap Rate Quotation" means a quotation (expressed as a

percentage rate per annum) for the relevant Mid-Market Swap Rate;

"Mid-Swap Floating Leg Benchmark Rate" means the reference rate specified

as such in the relevant Final Terms;

"Mid-Swap Floating Leg Maturity" has the meaning given in the relevant Final

Terms;

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"Mid-Swap Rate" means, in relation to a Reset Determination Date and subject

to Condition 6(e) (Reset Note Provisions Fallbacks), either:

(a) if Single Mid-Swap Rate is specified in the relevant Final Terms, the rate

for swaps in the Specified Currency:

(i) with a term equal to the relevant Reset Period; and

(ii) commencing on the relevant Reset Date, which appears on the

Relevant Screen Page; or

(b) if Mean Mid-Swap Rate is specified in the relevant Final Terms, the

arithmetic mean (expressed as a percentage rate per annum and rounded,

if necessary, to the nearest 0.001 per cent. (0.0005 per cent. being rounded

upwards)) of the bid and offered swap rate quotations for swaps in the

Specified Currency:

(i) with a term equal to the relevant Reset Period; and

(ii) commencing on the relevant Reset Date, which appear on the

Relevant Screen Page,

in either case, as at approximately the Reset Determination Time, all as

determined by the Agent Bank;

"Minimum Rate of Interest" has the meaning given in the relevant Final Terms;

"Minimum Redemption Amount" has the meaning given in the relevant Final

Terms;

" shall have the meaning given to such term in Condition 7(d) (Floating Rate

Note Provisions and Benchmark Replacement Screen Rate Determination for

Floating Rate Notes which reference SONIA, SOFR, or SORA);

"NIBOR" means the Oslo interbank offered rate;

"New York Federal Reserve's Website" shall have the meaning given to such

term in Condition 7(d) (Floating Rate Note Provisions and Benchmark

Replacement Screen Rate Determination for Floating Rate Notes which

reference SONIA, SOFR, or SORA);

"Non-Sterling Make Whole Redemption Amount" has the meaning given in

Condition 10(c) (Redemption and Purchase Redemption at the option of the

Issuer);

"Noteholder", in the case of Bearer Notes, has the meaning given in Condition

3(b) (Form, Denomination, Title and Transfer Title to Bearer Notes) and, in

the case of Registered Notes, has the meaning given in Condition 3(d) (Form,

Denomination, Title and Transfer Title to Registered Notes);

"Observation Method" shall be as set out in the relevant Final Terms;

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"Observation Period" shall have the meaning given to such term in Condition

7(d) (Floating Rate Note Provisions and Benchmark Replacement Screen

Rate Determination for Floating Rate Notes which reference SONIA, SOFR,

or SORA);

"Optional Redemption Amount (Call)" means, in respect of any Note, its

principal amount or such other amount as may be specified in the relevant Final

Terms;

"Optional Redemption Amount (Loss Absorption Disqualification Event)"

means, in respect of any Senior Note, its principal amount or such other amount

as may be specified in the relevant Final Terms;

"Optional Redemption Amount (Regulatory Event)" means, in respect of any

Tier 2 Capital Note, its principal amount or such other amount as may be

specified in the relevant Final Terms;

"Optional Redemption Amount (Residual Call)" means, in respect of any

Note, its principal amount or such other amount as may be specified in the

relevant Final Terms;

"Optional Redemption Date (Call)" has the meaning given in the relevant Final

Terms;

"Order" means the Banks and Building Societies (Priorities on Insolvency)

Order 2018, as may be amended or replaced from time to time;

"p" shall have the meaning given to such term in Condition 7(d) (Floating Rate

Note Provisions and Benchmark Replacement Screen Rate Determination for

Floating Rate Notes which reference SONIA, SOFR, or SORA);

"Par Redemption Date" has the meaning given in the relevant Final Terms;

"Payment Business Day" means:

(a) if the currency of payment is euro, any day (other than a Saturday, Sunday

or public holiday) which is:

(i) a day on which (a) banks in the relevant place of presentation are

open for presentation and payment of bearer debt securities and

for dealings in foreign currencies, or as the case may be, the CMU

Lodging and Paying Agent has its Specified Office or (b)

commercial banks are open for general business (including

dealings in foreign currencies) in the city where the Principal

Paying Agent or the CMU Lodging and Paying Agent, as the case

may be, has its Specified Office; and

(ii) in the case of payment by transfer to an account, a TARGET

Settlement Day and a day on which dealings in foreign currencies

may be carried on in each (if any) Additional Financial Centre; or

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(b) if the currency of payment is not euro, any day (other than a Saturday,

Sunday or public holiday) which is:

(i) a day on which (a) banks in the relevant place of presentation are

open for presentation and payment of bearer debt securities and

for dealings in foreign currencies, or as the case may be, the CMU

Lodging and Paying Agent has its Specified Office or (b)

commercial banks are open for general business (including

dealings in foreign currencies) in the city where the Principal

Paying Agent or the CMU Lodging and Paying Agent, as the case

may be, has its Specified Office; and

(ii) in the case of payment by transfer to an account, a day on which

dealings in foreign currencies may be carried on in the Principal

Financial Centre of the currency of payment and in each (if any)

Additional Financial Centre.

"Person" means any individual, company, corporation, firm, partnership, joint

venture, association, organisation, state or agency of a state or other entity,

whether or not having separate legal personality;

"PRA" means the United Kingdom Prudential Regulation Authority or such

other governmental authority in the United Kingdom (or if the Issuer becomes

domiciled in a jurisdiction other than the United Kingdom, such other

jurisdiction) having primary responsibility for the prudential supervision of the

Issuer;

"Principal Financial Centre" means, in relation to any currency, the principal

financial centre for that currency provided, however, that:

(a) in relation to euro, it means the principal financial centre of such Member

State of the European Union as is selected (in the case of a payment) by

the payee or (in the case of a calculation) by the Agent Bank; and

(b) in relation to New Zealand dollars, it means either Wellington or

Auckland as is selected (in the case of a payment) by the payee or (in the

case of a calculation) by the Agent Bank;

"Quotation Time" shall be as set out in the relevant Final Terms;

"r" shall have the meaning given to such term in Condition 7(d) (Floating Rate

Note Provisions and Benchmark Replacement Screen Rate Determination for

Floating Rate Notes which reference SONIA, SOFR, or SORA);

"Rate Cut-off Date" has the meaning given in the relevant Final Terms;

"Rate of Interest" means (i) in the case of Notes other than Reset Notes, the rate

or rates (expressed as a percentage per annum) of interest payable in respect of

the Notes specified in the relevant Final Terms or calculated or determined in

accordance with the provisions of these Conditions; and (ii) in the case of Reset

Notes, the Initial Rate of Interest or the Reset Rate of Interest, as applicable;

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"Redemption Amount" means, as appropriate, the Final Redemption Amount,

the Early Termination Amount, the Early Redemption Amount (Tax), the

Optional Redemption Amount (Call), the Sterling Make Whole Redemption

Amount, the Non-Sterling Make Whole Redemption Amount, the Optional

Redemption Amount (Regulatory Event), the Optional Redemption Amount

(Loss Absorption Disqualification Event), the Zero Coupon Early Redemption

Amount, the Optional Redemption Amount (Residual Call) or such other amount

in the nature of a redemption amount as may be specified in the relevant Final

Terms;

"Redemption Margin" shall be as set out in the relevant Final Terms;

"Reference Banks" in the case of Reset Notes, has the meaning given in the

relevant Final Terms or, if none, four major banks in the swap, money, securities

or other market most closely connected with the relevant Mid-Swap Rate (in the

case of the calculation of the Mid-Swap Rate) as selected by the Issuer on the

advice of an investment bank of international repute;

"Reference Bond" shall be as set out in the relevant Final Terms or, if not so

specified or to the extent that such Reference Bond specified in the relevant Final

Terms is no longer outstanding on the relevant Reference Date, the DA Selected

Bond;

"Reference Bond Price" means, with respect to any Reference Date (in the case

of a redemption pursuant to Condition 10(c) (Redemption and Purchase

Redemption at the option of the Issuer)) and with respect to any Reset

Determination Date (in the case of the calculation of interest in respect of a Reset

Period), (i) the arithmetic average of the Reference Government Bond Dealer

Quotations for such date of redemption or Reset Determination Date (as

applicable), after excluding the highest and lowest such Reference Government

Bond Dealer Quotations, or (ii) if fewer than five such Reference Government

Bond Dealer Quotations are received, the arithmetic average of all such

quotations. In the case of the calculation of interest in respect of a Reset Period

where the relevant Final Terms specifies that the Reset Reference Rate shall be

one of the Reference Bond Rate, the Sterling Reference Bond Rate or the U.S.

Treasury Rate: (x) if only one Reference Government Bond Dealer Quotation is

received the Reference Bond Price shall be equal to such quotation, or (y) if no

Reference Government Bond Dealer Quotations are received, when U.S.

Treasury Rate does not apply, the first Reset Rate of Interest shall be the Initial

Rate of Interest and any subsequent Reset Rate of Interest shall be determined to

be the Rate of Interest as at the last preceding Reset Date or, when U.S. Treasury

Rate does apply, the U.S. Treasury Rate shall be determined in accordance with

the second paragraph of the definition of U.S. Treasury Rate;

"Reference Bond Rate" means, with respect to any Reference Date or Reset

Period (as applicable), the rate per annum equal to the yield to maturity or

interpolated yield to maturity (on the relevant day count basis) of the Reference

Bond (in the case of a redemption pursuant to Condition 10(c) (Redemption and

Purchase Redemption at the option of the Issuer)) or the Reset Reference Bond

(in the case of the calculation of interest in respect of a Reset Period), assuming

a price for the Reference Bond or Reset Reference Bond (as applicable)

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(expressed as a percentage of its principal amount) equal to the Reference Bond

Price for such Reference Date or Reset Determination Date (as applicable);

"Reference Date" means the date which is two business days prior to the

despatch of the notice of redemption under Condition 10(c) (Redemption and

Purchase Redemption at the option of the Issuer) or such other date as may be

specified in the relevant Final Terms;

"Reference Day" shall have the meaning given to such term in Condition 7(d)

(Floating Rate Note Provisions and Benchmark Replacement Screen Rate

Determination for Floating Rate Notes which reference SONIA, SOFR, or

SORA);

"Reference Government Bond Dealer" means each of five banks selected by

the Issuer (following, where practicable, consultation with the Determination

Agent, if applicable or the Agent Bank, as the case may be), or the affiliates of

such banks, which are (i) primary government securities dealers, and their

respective successors, or (ii) market makers in pricing corporate bond issues;

"Reference Government Bond Dealer Quotations" means, with respect to

each Reference Government Bond Dealer and any Reference Date or Reset

Determination Date (as applicable), the arithmetic average, as determined by the

Issuer or the Determination Agent (if applicable) (in the case of a redemption

pursuant to Condition 10(c) (Redemption and Purchase Redemption at the

option of the Issuer)) or by the Agent Bank (in the case of the calculation of

interest in respect of a Reset Period), of the bid and offered prices for the

Reference Bond or Reset Reference Bond (as applicable) (expressed in each case

as a percentage of its principal amount):

(a) which appears on the Relevant Make Whole Screen Page as at the Quotation

Time on the Reference Date (in the case of a redemption pursuant to

Condition 10(c) (Redemption and Purchase Redemption at the option of

the Issuer)); or

(b) to the extent that, in the case of (a) above, either such bid and offered prices

do not appear on that page, fewer than two such bid and offered prices appear

on that page, or if the Relevant Make Whole Screen Page is unavailable, then

as quoted in writing to the Issuer or the Determination Agent (as applicable)

by such Reference Government Bond Dealer; or

if relevant, on a dealing basis for settlement that is customarily used at such

time and quoted in writing to the Issuer by such Reference Government Bond

Dealer (in the case of the calculation of interest in respect of a Reset Period);

"Reference Price" has the meaning given in the relevant Final Terms;

"Reference Rate" shall mean (i) EURIBOR, (ii) SONIA, (iii) SOFR, (iv)

(v) SORA, (vi) BBSW, (vii) SHIBOR, (viii) CNH HIBOR, (ix) TIBOR, (x)

STIBOR, (xi) HIBOR, (xii) CDOR or (xiii) NIBOR, in each case for the relevant

currency and for the relevant period, as specified in the relevant Final Terms;

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"Regular Period" means:

(a) in the case of Notes where interest is scheduled to be paid only by means

of regular payments, each period from (and including) the Interest

Commencement Date to (but excluding) the first Interest Payment Date

and each successive period from (and including) one Interest Payment

Date to (but excluding) the next Interest Payment Date;

(b) in the case of Notes where, apart from the first Interest Period, interest is

scheduled to be paid only by means of regular payments, each period from

(and including) a Regular Date falling in any year to (but excluding) the

next Regular Date, where "Regular Date" means the day and month (but

not the year) on which any Interest Payment Date falls; and

first Interest Period, interest is scheduled to be paid only by means of

regular payments, each period from (and including) a Regular Date

falling in any year to (but excluding) the next Regular Date, where

"Regular Date" means the day and month (but not the year) on which

any Interest Payment Date falls other than the Interest Payment Date

falling at the end of the irregular Interest Period;

"Relevant Authority" means the Resolution Authority, in the case of the Senior

Notes, or the PRA and/or the Resolution Authority, in the case of the Tier 2

Capital Notes.

"Relevant Date" means, in relation to any payment, whichever is the later of (a)

the date on which the payment in question first becomes due and (b) if the full

amount payable has not been received by the Principal Paying Agent or the

Trustee on or prior to such due date, the date on which (the full amount having

been so received) notice to that effect has been given to the Noteholders;

"Relevant Financial Centre" shall mean the financial centre specified as such

in the relevant Final Terms, or if none is so specified (i) London, in the case of

a determination of SONIA, (ii) Brussels, in the case of a determination of

EURIBOR or , (iii) Sydney, in the case of a determination of BBSW, (iv)

Shanghai, in the case of a determination of SHIBOR, (v) Hong Kong, in the case

of a determination of CNH HIBOR, (vi) Tokyo, in the case of a determination

of TIBOR, (vii) Stockholm, in the case of a determination of STIBOR, (viii)

Singapore, in the case of a determination of SORA, (ix) Hong Kong, in the case

of a determination of HIBOR, (x) Toronto, in the case of a determination of

CDOR, (xi) Oslo, in the case of a determination of NIBOR and (x) New York,

in the case of SOFR;

"Relevant Make Whole Screen Page" means the page, section or other part of

a particular information service (or any successor or replacement page, section

or other part of a particular information service, including, without limitation,

Bloomberg) specified as the Relevant Make Whole Screen Page in the relevant

Final Terms, or such other page, section or other part as may replace it on that

information service or such other information service, in each case, as may be

nominated by the Person providing or sponsoring the information appearing

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there for the purpose of displaying comparable relevant bid and offered prices

for the Reference Bond;

"Relevant Percentage" means 20 per cent. or such other percentage as may be

specified in the relevant Final Terms;

"Relevant Screen Page" means the page, section or other part of a particular

information service (or any successor or replacement page, section or other part

of a particular information service, including, without limitation, Reuters)

specified as the Relevant Screen Page in the relevant Final Terms, or such other

page, section or other part as may replace it on that information service or such

other information service, in each case, as may be nominated by the Person

providing or sponsoring the information appearing there for the purpose of

displaying rates or prices comparable to the Reference Rate or the Mid-Swap

Rate;

"Relevant Time" has the meaning given in the relevant Final Terms;

"Remaining Term" means the term to maturity or, if a Par Redemption Date is

specified in the relevant Final Terms, the term to such Par Redemption Date, if

the relevant redemption date of the Notes falls before such Par Redemption Date;

"Reset Date" means the First Reset Date and each date specified as such in the

relevant Final Terms (as applicable), in each case as adjusted (if so specified in

the relevant Final Terms) in accordance with Condition 5 (Fixed Rate Note

Provisions) as if the relevant Reset Date was an Interest Payment Date;

"Reset Determination Date" means, unless otherwise specified in the relevant

Final Terms, the second Business Day prior to each relevant Reset Date;

"Reset Determination Time" means in relation to a Reset Determination Date,

11.00 a.m. in the Principal Financial Centre of the Specified Currency on such

Reset Determination Date or such other time as may be specified in the relevant

Final Terms;

"Reset Margin" means the margin applicable to the Reset Reference Rate

specified as such in the relevant Final Terms;

"Reset Note" means a Note which bears interest at a rate of interest which is

recalculated at specified intervals;

"Reset Period" means the period from (and including) the First Reset Date to

(but excluding) the next Reset Date or the Maturity Date, if such Reset Date is

not specified in the relevant Final Terms, and each successive period from (and

including) a Reset Date to (but excluding) the next succeeding Reset Date or

Maturity Date, if such Reset Date is not specified in the relevant Final Terms;

"Reset Rate of Interest" means, in respect of any Reset Period and subject to

Condition 6(e) (Reset Note Provisions Fallbacks), the rate of interest

determined by the Agent Bank on the relevant Reset Determination Date as the

sum of the relevant Reset Reference Rate and the Reset Margin, with such sum

converted (if necessary) in line with market convention to a basis (e.g. annual,

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semi-annual, quarterly) equivalent to the frequency with which scheduled

interest payments are payable on the Notes during the relevant Reset Period

(such calculation to be made by the Agent Bank in accordance with the

instructions of the Issuer);

"Reset Reference Bond" means for any Reset Period, the bond specified as such

in the relevant Final Terms or, if not so specified or to the extent that such Reset

Reference Bond specified in the Final Terms is no longer outstanding on the

relevant Reset Determination Date, a government security or securities issued by

the government of the state responsible for issuing the Specified Currency

(which, if the Specified Currency is euro, shall be Germany) selected by the

Issuer (after consultation with an investment bank or financial institution

determined to be appropriate by the Issuer, which, for avoidance of doubt, could

be the Agent Bank, if applicable) as having the nearest actual or interpolated

maturity comparable with the relevant Reset Period and that (in the opinion of

the Issuer) would be utilised, at the time of selection and in accordance with

customary financial practice, in pricing new issuances of corporate debt

securities denominated in the Specified Currency and of a comparable maturity

to the relevant Reset Period;

"Reset Reference Rate" means one of (i) the Mid-Swap Rate, (ii) the Reference

Bond Rate, (iii) the Sterling Reference Bond Rate or (iv) the U.S. Treasury Rate,

as specified in the relevant Final Terms;

"Resolution Authority" means the Bank of England or any successor or

replacement thereto and/or such other authority in the United Kingdom with the

ability to exercise the UK Bail-in Power;

"SHIBOR" means the Shanghai interbank offered rate;

"SOFR" shall have the meaning given to such term in Condition 7(d) (Floating

Rate Note Provisions and Benchmark Replacement Screen Rate

Determination for Floating Rate Notes which reference SONIA, SOFR, or

SORA);

"SOFR Determination Time" shall have the meaning given to such term in

Condition 7(d) (Floating Rate Note Provisions and Benchmark Replacement

Screen Rate Determination for Floating Rate Notes which reference SONIA,

SOFR, or SORA);

"SONIA" shall have the meaning given to such term in Condition 7(d) (Floating

Rate Note Provisions and Benchmark Replacement Screen Rate

Determination for Floating Rate Notes which reference SONIA, SOFR, or

SORA);

"SORA" shall have the meaning given to such term in Condition 7(d) (Floating

Rate Note Provisions and Benchmark Replacement Screen Rate

Determination for Floating Rate Notes which reference SONIA, SOFR,

SORA);

"Specified Currency" has the meaning given in the relevant Final Terms;

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"Specified Denomination(s)" has the meaning given in the relevant Final

Terms;

"Specified Office" has the meaning given in the Agency Agreement;

"Specified Period" has the meaning given in the relevant Final Terms;

"Sterling Make Whole Redemption Amount" has the meaning given in

Condition 10(c) (Redemption and Purchase Redemption at the option of the

Issuer).

"Sterling Reference Bond Rate" means, with respect to any Reset Period, the

gross redemption yield expressed as a percentage and calculated by the Agent

Bank on the basis set out by the United Kingdom Debt Management Office in

the paper "Formulae for Calculating Gilt Prices from Yields", page 5, Section

One: Price/Yield Formulae "Conventional Gilts; Double dated and Undated

Gilts with Assumed (or Actual) Redemption on a Quasi-Coupon Date"

(published on 8 June 1998 and updated on 15 January 2002 and 16 March 2005,

and as further amended, updated, supplemented or replaced from time to time)

or, if such basis is no longer in customary market usage at such time, a gross

redemption yield calculated in accordance with generally accepted market

practice at such time as determined by the Issuer following consultation with an

investment bank or financial institution determined to be appropriate by the

Issuer (which, for the avoidance of doubt, could be the Agent Bank), on an

annual or semi-annual (as the case may be) compounding basis (rounded up (if

necessary) to four decimal places) of the Reset Reference Bond in respect of that

Reset Period, assuming a price for the Reset Reference Bond (expressed as a

percentage of its principal amount) equal to the Reference Bond Price for such

Reset Determination Date;

"STIBOR" means the Stockholm interbank offered rate;

"Subsidiary" means, in relation to any other company, a company which is for

the time being a subsidiary (within the meaning of Section 1159 of the

Companies Act 2006 of the United Kingdom) of such other company;

"Talon" means a talon for further Coupons;

"TARGET2" means the Trans-European Automated Real-Time Gross

Settlement Express Transfer payment system which utilises a single shared

platform and which was launched on 19 November 2007 or any successor

thereto;

"TARGET Settlement Day" means any day on which TARGET2 is open for

the settlement of payments in euro;

"Taxing Jurisdiction" has the meaning given to it in Condition 13(a) (Taxation

Gross up);

"TIBOR" means the Tokyo interbank offered rate;

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"Tier 2 Capital" means Tier 2 Capital for the purposes of the Capital

Regulations;

"UK CRD" means the legislative package consisting of:

(A) the UK CRD Regulation;

(B) the law of the UK or any part of it (as amended or replaced in accordance

with domestic law from time to time), which immediately before IP

completion day implemented Directive 2013/36/EU of the European

Parliament and of the Council of 26 June 2013 on access to the activity

of credit institutions and the prudential supervision of credit institutions

and investment firms, amending Directive 2002/87/EC and repealing

Directives 2006/48/EC and 2006/49/EC and its implementing measures,

such Directive as amended before IP completion day; and

immediately before IP completion day implemented EU CRD as it forms

part of domestic law of the United Kingdom by virtue of the Withdrawal

Act and as the same may be amended or replaced in accordance with

domestic law from time to time.

"UK CRD Regulation" means Regulation (EU) No 575/2013 of the European

Parliament and of the Council of 26 June 2013 on prudential requirements for

credit institutions and investments firms, as amended before IP completion day

as it forms part of domestic law of the United Kingdom by virtue of the

Withdrawal Act and as the same may be further amended or replaced in

accordance with domestic law from time to time;

"U.S. Government Securities Business Day" shall have the meaning given to

such term in Condition 7(d) (Floating Rate Note Provisions and Benchmark

Replacement Screen Rate Determination for Floating Rate Notes which

reference SONIA, SOFR, or SORA);

"U.S. Treasury Rate" means, with respect to any Reset Period, the rate per

annum calculated by the Agent Bank equal to: (1) the yield, under the heading

which represents the average for the week immediately prior to the relevant

Reset Determination Date, appearing in the most recently published statistical

release designated "H.15", or any successor publication that is published by the

Board of Governors of the Federal Reserve System that establishes yields on

actively traded U.S. Treasury securities adjusted to constant maturity, under the

caption "Treasury constant maturities", for a maturity comparable with the Reset

Period; or (2) if such release (or any successor release) is not published during

the week immediately prior to the relevant Reset Determination Date or does not

contain such yields, the rate per annum equal to the semi-annual equivalent yield

to maturity of the Reset Reference Bond, calculated using a price for the Reset

Reference Bond (expressed as a percentage of its principal amount) equal to the

Reference Bond Price for such Reset Determination Date;

If the U.S. Treasury Rate cannot be determined, for whatever reason, as

described under (1) or (2) above, "U.S. Treasury Rate" means the rate in

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percentage per annum as notified by the Agent Bank to the Issuer equal to the

yield on U.S. Treasury securities having a maturity comparable with the Reset

Period as set forth in the most recently published statistical release designated

"H.15" under the caption "Treasury constant maturities" (or any successor

publication that is published weekly by the Board of Governors of the Federal

Reserve System and that establishes yields on actively traded U.S. Treasury

securities adjusted to constant maturity under the caption "Treasury constant

maturities" for the maturity comparable with the Reset Period) and as at the Reset

Determination Time on the last available date preceding the Reset Determination

Date on which such rate was set forth in such release (or any successor release);

"Weighted Average Reference Rate" shall have the meaning given to such term

in Condition 7(d) (Floating Rate Note Provisions and Benchmark

Replacement - Screen Rate Determination for Floating Rate Notes which

reference SONIA, SOFR, or SORA);

"Winding-up Event" means with respect to the Notes if (i) a court of competent

jurisdiction in England (or such other jurisdiction in which the Issuer may be

organised) makes an order for its winding-up which is not successfully appealed

within 30 days of the making of such order, (ii) the Issuer's shareholders adopt

an effective resolution for its winding-up (other than, in the case of either (i) or

(ii) above, under or in connection with a scheme of reconstruction, merger or

amalgamation not involving a bankruptcy or insolvency) or (iii) following the

appointment of an administrator of the Issuer, the administrator gives notice that

it intends to declare and distribute a dividend;

"Withdrawal Act" means the European Union (Withdrawal) Act 2018;

"Zero Coupon Early Redemption Amount" has the meaning given to it in

Condition 10(g) (Redemption and Purchase - Early redemption of Zero Coupon

Notes); and

"Zero Coupon Note" means a Note specified as such in the relevant Final

Terms.

(b) Interpretation: In these Conditions:

(i) in the case of Exempt Notes, each reference to "Final Terms" or to

information being specified or identified in the relevant Final Terms shall

be read and construed as a reference to the "Pricing Supplement" or to

such information being specified or identified in the relevant Pricing

Supplement, unless the context requires otherwise;

(ii) if the Notes are Zero Coupon Notes, references to Coupons and

Couponholders are not applicable;

(iii) if Talons are specified in the relevant Final Terms as being attached to

the Notes at the time of issue, references to Coupons shall be deemed to

include references to Talons;

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(iv) if Talons are not specified in the relevant Final Terms as being attached

to the Notes at the time of issue, references to Talons are not applicable;

(v) any reference to principal shall be deemed to include the Redemption

Amount, any additional amounts in respect of principal which may be

payable under Condition 13 (Taxation), any premium payable in respect

of a Note and any other amount in the nature of principal payable pursuant

to these Conditions;

(vi) any reference to interest shall be deemed to include any additional

amounts in respect of interest which may be payable under Condition 13

(Taxation) and any other amount in the nature of interest payable pursuant

to these Conditions;

(vii) references to Notes being "outstanding" shall be construed in accordance

with the Trust Deed;

(viii) if an expression is stated in Condition 2(a) (Interpretation Definitions)

to have the meaning given in the relevant Final Terms, but the relevant

Final Terms gives no such meaning or specifies that such expression is

"Not Applicable" then such expression is not applicable to the Notes;

(ix) any reference to the Trust Deed or the Agency Agreement shall be

construed as a reference to the Trust Deed or the Agency Agreement, as

the case may be, as amended and/or supplemented up to (and including)

the Issue Date of the Notes; and

(x) any reference in these Conditions to any legislation (whether primary

legislation or other subsidiary legislation made pursuant to primary

legislation) shall be construed as a reference to such legislation as the

same may have been, or may from time to time be, amended or re-enacted.

3. Form, Denomination, Title and Transfer

(a) Bearer Notes: Bearer Notes are in the Specified Denomination(s) with Coupons

and, if specified in the relevant Final Terms, Talons attached at the time of issue.

In the case of a Series of Bearer Notes with more than one Specified

Denomination, Bearer Notes of one Specified Denomination will not be

exchangeable for Bearer Notes of another Specified Denomination.

(b) Title to Bearer Notes: Title to Bearer Notes and the Coupons will pass by

delivery. In the case of Bearer Notes, "Holder" means the holder of such Bearer

Note and "Noteholder" and "Couponholder" shall be construed accordingly.

may include a minimum denomination specified in the relevant Final Terms and

higher integral multiples of a smaller amount specified in the relevant Final

Terms.

(d) Title to Registered Notes: The Registrar will maintain the register in accordance

with the provisions of the Agency Agreement. A certificate (each, a

"Certificate") will be issued to each Holder of Registered Notes in respect of its

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registered holding. Each Certificate will be numbered serially with an identifying

number which will be recorded in the Register. In the case of Registered Notes,

"Holder" means the person in whose name such Registered Note is for the time

being registered in the Register (or, in the case of a joint holding, the first named

thereof) and "Noteholder" shall be construed accordingly.

(e) Ownership: The Holder of any Note or Coupon shall (except as otherwise

required by law) be treated as its absolute owner for all purposes (whether or not

it is overdue and regardless of any notice of ownership, trust or any other interest

therein, any writing thereon or, in the case of Registered Notes, on the Certificate

relating thereto (other than the endorsed form of transfer) or any notice of any

previous loss or theft thereof) and no Person shall be liable for so treating such

Holder.

(f) Transfers of Registered Notes: Subject to Conditions 3(i) (Form, Denomination,

Title and Transfer Closed periods) and 3(j) (Form, Denomination, Title and

Transfer Regulations concerning transfers and registration) below, a

Registered Note may be transferred upon surrender of the relevant Certificate,

with the endorsed form of transfer duly completed, at the Specified Office of the

Registrar or any Transfer Agent, together with such evidence as the Registrar or

(as the case may be) such Transfer Agent may reasonably require to prove the

title of the transferor and the authority of the individuals who have executed the

form of transfer; provided, however, that a Registered Note may not be

transferred unless the principal amount of Registered Notes transferred and

(where not all of the Registered Notes held by a Holder are being transferred)

the principal amount of the balance of Registered Notes not transferred are

Specified Denominations. Where not all the Registered Notes represented by the

surrendered Certificate are the subject of the transfer, a new Certificate in respect

of the balance of the Registered Notes will be issued to the transferor.

(g) Registration and delivery of Certificates: Within five business days of the

surrender of a Certificate in accordance with Condition 3(f) (Form,

Denomination, Title and Transfer Transfers of Registered Notes) above, the

Registrar will register the transfer in question and deliver a new Certificate of a

like principal amount to the Registered Notes transferred to each relevant Holder

at its Specified Office or (as the case may be) the Specified Office of any

Transfer Agent or (at the request and risk of any such relevant Holder) by

uninsured first class mail (airmail if overseas) to the address specified for the

purpose by such relevant Holder. In this Condition 3(g) (Form, Denomination,

Title and Transfer Registration and delivery of Certificates), "business day"

means a day (other than a Saturday, Sunday or public holiday) on which

commercial banks are open for general business (including dealings in foreign

currencies) in the city where the Registrar or (as the case may be) the relevant

Transfer Agent has its Specified Office.

(h) No charge: The transfer of a Registered Note will be effected without charge by

or on behalf of the Issuer or the Registrar or any Transfer Agent but against such

indemnity as the Registrar or (as the case may be) such Transfer Agent may

require in respect of any tax or other duty of whatsoever nature which may be

levied or imposed in connection with such transfer.

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(i) Closed periods: Noteholders may not require transfers to be registered during

the period of 15 days ending on the due date for any payment of principal or

interest in respect of the Registered Notes or once notice of redemption of the

Notes has been given in accordance with Condition 10 (Redemption and

Purchase).

(j) Regulations concerning transfers and registration: All transfers of Registered

Notes and entries on the Register are subject to the detailed regulations

concerning the transfer of Registered Notes scheduled to the Agency Agreement.

The regulations may be changed by the Issuer with the prior written approval of

the Registrar. A copy of the current regulations will be mailed (free of charge)

by the Registrar to any Noteholder who requests in writing a copy of such

regulations.

(k) No exchange: Registered Notes may not be exchanged for Bearer Notes and

Bearer Notes may not be exchanged for Registered Notes.

4. Status

The Notes are either senior Notes ("Senior Notes") or tier 2 capital Notes ("Tier 2

Capital Notes"), as specified in the relevant Final Terms.

(a) Senior Notes

The Senior Notes (and the Coupons relating thereto, if any) constitute direct,

unconditional, unsecured and unsubordinated obligations of the Issuer which

will at all times rank pari passu among themselves and, in the event of the

winding up or administration of the Issuer will rank pari passu with all other

present and future unsecured and unsubordinated obligations of the Issuer, save

for such obligations as may be preferred by provisions of law.

(b) Tier 2 Capital Notes

The Tier 2 Capital Notes (and the Coupons relating thereto, if any) constitute

direct unsecured and subordinated obligations of the Issuer ranking pari passu

without any preference among themselves. In the event of the winding up or

administration of the Issuer, the claims of the Trustee (on behalf of the

Noteholders but not the rights and claims of the Trustee in its personal capacity

under the Trust Deed), the Holders of Tier 2 Capital Notes and any related

Coupons against the Issuer in respect of such Notes and Coupons (including any

damages or other amounts (if payable)) shall (i) be subordinated in the manner

provided in the Trust Deed to the claims of all Senior Creditors; (ii) rank at least

pari passu with the claims in respect of Parity Obligations (as defined in the

Trust Deed) and with the claims of all other subordinated creditors of the Issuer

(if any) which by law rank, or by their terms are expressed to rank, pari passu

with the Tier 2 Capital Notes; and (iii) rank senior to the Issuer's ordinary shares,

preference shares and any junior subordinated obligations (including the Junior

Obligations (as defined in the Trust Deed)) or other securities of the Issuer which

by law rank, or by their terms are expressed to rank, junior to the Tier 2 Capital

Notes.

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Nothing in this Condition 4 (Status) shall affect or prejudice the payment of the

costs, charges, expenses, liabilities or remuneration of the Trustee or the rights

and remedies of the Trustee in respect thereof.

For the purposes of this Condition 4(b) (Status Tier 2 Capital Notes):

"secondary non-preferential debts" shall have the meaning given to it in the

Order and any other law or regulation applicable to the Issuer which is amended

by the Order, as each may be amended or replaced from time to time; and

"Senior Creditors" means creditors of the Issuer (i) who are unsubordinated

creditors of the Issuer; (ii) who are subordinated creditors of the Issuer (whether

in the event of winding-up or administration of the Issuer or otherwise) other

than (x) those whose claims by law rank, or by their terms are expressed to rank,

pari passu with or junior to the claims of the Holders of Tier 2 Capital Notes and

relevant Couponholders or (y) those whose claims are in respect of Parity

Obligations or Junior Obligations; or (iii) who are creditors in respect of any

secondary non-preferential debts.

Subject to applicable law, claims in respect of any Notes or related Coupons may

not be set-off, or be the subject of a counterclaim or netting, by the Holder against

or in respect of any of its obligations to the Issuer, the Trustee or any other person

and every Holder waives, and shall be treated for all purposes as if it had waived,

any right that it might otherwise have to set-off, netting or to raise by way of

counterclaim any of its claims in respect of any Notes or related Coupons, against

or in respect of any of its obligations to the Issuer, the Trustee or any other

person. If, notwithstanding the preceding sentence, any Holder receives or

recovers any sum or the benefit of any sum in respect of any Note or related

Coupon by virtue of any such set-off, counterclaim or netting, it shall hold the

same on trust for the Issuer and shall pay the amount thereof to the Issuer or, in

the event of the winding-up of the Issuer, to the liquidator of the Issuer.

5. Fixed Rate Note Provisions

(a) Application: This Condition 5 (Fixed Rate Note Provisions) is applicable to the

Notes only if the Fixed Rate Note Provisions are specified in the relevant Final

Terms as being applicable.

(b) Accrual of interest: The Notes bear interest from (and including) the Interest

Commencement Date at the Rate of Interest payable in arrear on each Interest

Payment Date, subject as provided in Condition 11 (Payments - Bearer Notes)

and Condition 12 (Payments - Registered Notes). Each Note will cease to bear

interest from (and including) the due date for final redemption unless, upon due

presentation, payment of the Redemption Amount is improperly withheld or

refused, in which case it will continue to bear interest in accordance with this

Condition 5 (Fixed Rate Note Provisions) (as well after as before judgment) until

(and including) whichever is the earlier of (i) the day on which all sums due in

respect of such Note up to that day are received by or on behalf of the relevant

Noteholder and (ii) the day on which notice is given to the holder of such Note

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that sufficient funds for payment of such sums have been received by the

Principal Paying Agent or the Trustee.

for any Interest Period shall be the relevant Fixed Coupon Amount and, if the

Notes are in more than one Specified Denomination, shall be the relevant Fixed

Coupon Amount in respect of the relevant Specified Denomination.

(d) Calculation of interest amount: The amount of interest payable in respect of

each Note for any period for which a Fixed Coupon Amount is not specified shall

be calculated by applying the Rate of Interest to the Calculation Amount,

multiplying the product by the relevant Day Count Fraction, rounding the

resulting figure to the nearest sub-unit of the Specified Currency (half a sub-unit

being rounded upwards) and multiplying such rounded figure by a fraction equal

to the Specified Denomination of such Note divided by the Calculation Amount.

For this purpose a "sub-unit" means, in the case of any currency other than euro,

the lowest amount of such currency that is available as legal tender in the country

of such currency and, in the case of euro, means one cent.

In the case of Hong Kong dollar-denominated Notes, if Interest Payment Date

adjustment is specified as applying in the relevant Final Terms:

(i) each Fixed Coupon Amount shall be calculated by multiplying the

product of the Rate of Interest and the Calculation Amount by the Day

Count Fraction and rounding the resultant figure to the nearest HK$ 0.01,

with HK$ 0.005 being rounded upwards; and

(ii) where (x) there is not numerically corresponding day in the calendar

month in which an Interest Payment Date should occur or (y) any Interest

Payment Date would otherwise fall on a day which is not a Business Day,

then such Interest Payment Date shall be adjusted in accordance with the

Modified Following Business Day Convention.

6. Reset Note Provisions

(a) Application: This Condition 6 (Reset Note Provisions) is applicable to the Notes

only if the Reset Note Provisions are specified in the relevant Final Terms as

being applicable.

(b) Accrual of interest: The Notes bear interest:

(i) from (and including) the Interest Commencement Date specified in the

relevant Final Terms until (but excluding) the First Reset Date at the rate

per annum equal to the Initial Rate of Interest; and

(ii) from (and including) the First Reset Date until (but excluding) the

Maturity Date at the rate per annum equal to the applicable Reset Rate of

Interest in respect of the relevant Reset Period,

payable, in each case, in arrear on each Interest Payment Date, subject to

adjustment as provided in Condition 5 (Fixed Rate Note Provisions) in the case

of Hong Kong - dollar denominated Notes and subject further as provided in

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Condition 11 (Payments Bearer Notes) and Condition 12 (Payments

Registered Notes). Each Note will cease to bear interest from (and including) the

due date for final redemption unless, upon due presentation, payment of the

Redemption Amount is improperly withheld or refused, in which case it will

continue to bear interest in accordance with this Condition 6 (Reset Note

Provisions) (as well after as before judgment) until whichever is the earlier of (i)

the day on which all sums due in respect of such Note up to that day are received

by or on behalf of the relevant Noteholder and (ii) the day on which notice is

given to the holder of such Note that sufficient funds for payment of such sums

have been received by the Principal Paying Agent or the Trustee.

Minimum Rate of Interest is specified in the relevant Final Terms, then the Rate

of Interest shall in no event be greater than the maximum or be less than the

minimum so specified. Unless otherwise stated in the relevant Final Terms, the

Minimum Rate of Interest shall be deemed to be zero.

(d) Rate of Interest: The Rate of Interest applicable for each Reset Period shall be

determined by the Agent Bank at or as soon as practicable after each time at

which the Rate of Interest is to be determined on each Reset Determination Date.

The Interest Amount payable on the Notes shall be calculated in accordance with

the provisions for calculating amounts of interest in Condition 5 (Fixed Rate

Note Provisions) and, for such purposes, references in Condition 5 (Fixed Rate

Note Provisions) to "Fixed Rate Notes" shall be deemed to be to "Reset Notes"

and Condition 5 (Fixed Rate Note Provisions) shall be construed accordingly.

(e) Fallbacks:

Where the Reset Reference Rate is specified in the relevant Final Terms as Mid-

Swap Rate, if on any Reset Determination Date the Relevant Screen Page is not

available or the Mid-Swap Rate does not appear on the Relevant Screen Page,

then the Issuer shall request each of the Reference Banks to provide the Agent

Bank with its Mid-Market Swap Rate Quotation as at approximately the Reset

Determination Time, subject to Condition 7(g) (Floating Rate Note Provisions

and Benchmark Replacement Benchmark Replacement) or Condition 7(h)

(Floating Rate Note Provisions and Benchmark Replacement Effect of

Benchmark Transition Event).

If two or more of the Reference Banks provide the Agent Bank with Mid-Market

Swap Rate Quotations, the Reset Rate of Interest for the relevant Reset Period

shall be the sum of the arithmetic mean (rounded, if necessary, to the nearest

0.001 per cent. (0.0005 per cent. being rounded upwards)) of the relevant Mid-

Market Swap Rate Quotations and the Reset Margin, all as determined by the

Agent Bank.

If only one of the Reference Banks provides the Agent Bank with a Mid-Market

Swap Rate Quotation, the Reset Rate of Interest for the Reset Period shall be the

sum of such Mid-Market Swap Rate Quotation and the Reset Margin, all as

determined by the Agent Bank. If on any Reset Determination Date none of the

Reference Banks provides the Agent Bank with a Mid-Market Swap Rate

Quotation as provided in the foregoing provisions of this paragraph (e), or if the

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Agent Bank does not at any time for any reason determine the Rate of Interest,

the Reset Rate of Interest shall be determined to be the Rate of Interest as at the

last preceding Reset Date or, in the case of the first Reset Determination Date,

the Reset Rate of Interest shall be the Initial Rate of Interest.

(f) Publication: The Agent Bank will cause each Rate of Interest determined by it

to be notified to the Issuer, the Paying Agents, the Trustee and the competent

authority and/or stock exchange by which the Notes have then been admitted to

listing and/or trading as soon as possible after such determination but in any

event not later than the relevant Reset Date. Notice thereof shall also be given to

the Noteholders in accordance with Condition 20 (Notices) as soon as possible

after the determination or calculation thereof.

(g) Notifications etc: All notifications, opinions, communications, determinations,

certificates, calculations, quotations and decisions given, expressed, made or

obtained for the purposes of this Condition 6 (Reset Note Provisions) by the

Agent Bank will (in the absence of manifest error) be final and binding on the

Issuer, the Trustee, the Paying Agents, the Noteholders and the Couponholders.

No Noteholder or Couponholder shall be entitled to proceed against the Agent

Bank, the Trustee, the Paying Agents or any of them in connection with the

exercise or non-exercise by them of their powers, duties and discretions

hereunder, including without limitation in respect of any notification, opinion,

communication, determination, certificate, calculation, quotation or decision

given, expressed or made for the purposes of this Condition 6 (Reset Note

Provisions).

7. Floating Rate Note Provisions and Benchmark Replacement

(a) Application: Conditions 7(b) (Floating Rate Note Provisions and Benchmark

Replacement - Accrual of interest) to 7(f) (Floating Rate Note Provisions and

Benchmark Replacement - ISDA Determination) and 7(i) (Floating Rate Note

Provisions and Benchmark Replacement - Maximum or Minimum Rate of

Interest) to 7(l) (Floating Rate Note Provisions and Benchmark Replacement -

Notifications etc) are applicable to the Notes only if the Floating Rate Note

Provisions are specified in the relevant Final Terms as being applicable,

Condition 7(g) (Floating Rate Note Provisions and Benchmark Replacement

Benchmark Replacement) is applicable to the Notes only if the Floating Rate

Note Provisions or the Reset Note Provisions are specified in the relevant Final

Terms as being applicable and the relevant Reference Rate or Mid-Swap

Floating Leg Benchmark Rate, as the case may be, applicable to the Notes is not

SOFR; and Condition 7(h) (Floating Rate Note Provisions and Benchmark

Replacement Effect of Benchmark Transition Event) is applicable to the Notes

only if the Floating Rate Note Provisions or the Reset Note Provisions are

specified in the relevant Final Terms as being applicable and the relevant

Reference Rate or Mid-Swap Floating Leg Benchmark Rate, as the case may be,

applicable to the Notes is SOFR.

(b) Accrual of interest: The Notes bear interest from (and including), the Interest

Commencement Date at the Rate of Interest payable in arrear on each Interest

Payment Date, subject as provided in Condition 11 (Payments Bearer Notes)

and Condition 12 (Payments Registered Notes). Each Note will cease to bear

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interest from (and including) the due date for final redemption unless, upon due

presentation, payment of the Redemption Amount is improperly withheld or

refused, in which case it will continue to bear interest in accordance with this

Condition 7(b) (Floating Rate Note Provisions and Benchmark Replacement

Accrual of interest) (as well after as before judgment) until (and including)

whichever is the earlier of (i) the day on which all sums due in respect of such

Note up to that day are received by or on behalf of the relevant Noteholder and

(ii) the day on which notice is given to the holder of such Note that sufficient

funds for payment of such sums have been received by the Principal Paying

Agent or the Trustee.

SONIA ): If Screen Rate Determination is specified in

the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to

be determined and the Reference Rate specified in the relevant Final Terms is

not SONIA , the Rate of Interest applicable to the Notes

for each Interest Period will (subject to Condition 7(g) (Floating Rate Note

Provisions and Benchmark Replacement Benchmark Replacement) and

Condition 7(i) (Floating Rate Note Provisions and Benchmark Replacement

Maximum or Minimum Rate of Interest)) be determined by the Agent Bank on

the following basis:

(i) if the Reference Rate is a composite quotation or customarily supplied by

one entity, the Agent Bank will determine the Reference Rate which

appears on the Relevant Screen Page as of the Relevant Time on the

relevant Interest Determination Date;

(ii) if Linear Interpolation is specified as applicable in respect of an Interest

Period in the relevant Final Terms, the Rate of Interest for such Interest

Period shall be calculated by the Agent Bank by straight-line linear

interpolation by reference to two rates which appear on the Relevant

Screen Page as of the Relevant Time on the relevant Interest

Determination Date, where:

(A) one rate shall be determined as if the relevant Interest Period were

the period of time for which rates are available next shorter than

the length of the relevant Interest Period; and

(B) the other rate shall be determined as if the relevant Interest Period

were the period of time for which rates are available next longer

than the length of the relevant Interest Period,

provided, however, that if no rate is available for a period of time next

shorter or, as the case may be, next longer than the length of the relevant

Interest Period, then the Determination Agent shall determine such rate

at such time and by reference to such sources as it determines appropriate;

and

(iii) in any other case, the Agent Bank will determine the arithmetic mean of

the Reference Rates which appear on the Relevant Screen Page as of the

Relevant Time on the relevant Interest Determination Date,

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and the Rate of Interest for such Interest Period shall be the sum of the Margin

and the rate or (as the case may be) the arithmetic mean so determined; provided,

however, that if the Agent Bank is unable to determine a rate or (as the case

may be) an arithmetic mean in accordance with the above provisions in relation

to any Interest Period, the Rate of Interest applicable to the Notes during such

Interest Period will be the sum of the Margin and the rate or (as the case may be)

the arithmetic mean last determined in relation to the Notes in respect of a

preceding Interest Period.

(d) Screen Rate Determination for Floating Rate Notes which reference SONIA,

SOFR, or SORA

(i) If Screen Rate Determination is specified in the relevant Final Terms as

the manner in which the Rate(s) of Interest is/are to be determined, Index

Determination is specified in the relevant Final Terms as not applicable

and the Reference Rate specified in the relevant Final Terms is SONIA,

SOFR, or SORA:

(A) where the Calculation Method in respect of the relevant Series of

Notes is specified in the relevant Final Terms as being

"Compounded Daily", the Rate of Interest applicable to the Notes

for each Interest Period will (subject to Condition 7(g) (Floating

Rate Note Provisions and Benchmark Replacement Benchmark

Replacement) or Condition 7(h) (Floating Rate Note Provisions

and Benchmark Replacement Effect of Benchmark Transition

Event), as the case may be, and Condition 7(i) (Floating Rate Note

Provisions and Benchmark Replacement Maximum or Minimum

Rate of Interest) and subject as provided below) be the

Compounded Daily Reference Rate plus or minus (as indicated in

the relevant Final Terms) the Margin, all as determined by the

Agent Bank on the relevant Interest Determination Date and the

resulting percentage will be rounded, if necessary, to the fifth

decimal place, with 0.000005 being rounded upwards.

(B) where the Calculation Method in respect of the relevant Series of

Notes is specified in the relevant Final Terms as being "Weighted

Average", the Rate of Interest applicable to the Notes for each

Interest Period will (subject to Condition 7(g) (Floating Rate Note

Provisions and Benchmark Replacement Benchmark

Replacement) or Condition 7(h) (Floating Rate Note Provisions

and Benchmark Replacement Effect of Benchmark Transition

Event), as the case may be, and Condition 7(i) (Floating Rate Note

Provisions and Benchmark Replacement Maximum or Minimum

Rate of Interest) and subject as provided below) be the Weighted

Average Reference Rate plus or minus (as indicated in the relevant

Final Terms) the Margin, all as determined by the Agent Bank on

the relevant Interest Determination Date and the resulting

percentage will be rounded, if necessary, to the fifth decimal place,

with 0.000005 being rounded upwards.

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(ii) Where "SONIA" is specified as the Reference Rate in the relevant Final

Terms, subject to Condition 7(g) (Floating Rate Note Provisions and

Benchmark Replacement - Benchmark Replacement), if, in respect of any

Local Business Day, the Agent Bank determines that the SONIA rate is

not available on the Relevant Screen Page or has not otherwise been

published by the relevant authorised distributors, such SONIA rate shall

be:

(A) (i) the Bank of England's Bank Rate (the "Bank Rate") prevailing

at 5.00 p.m. (or, if earlier, close of business) on the relevant Local

Business Day; plus (ii) the mean of the spread of the SONIA rate

to the Bank Rate over the previous five days on which a SONIA

reference rate has been published, excluding the highest spread (or,

if there is more than one highest spread, one only of those highest

spreads) and lowest spread (or, if there is more than one lowest

spread, one only of those lowest spreads); or

(B) if the Bank Rate is not published by the Bank of England at 5.00

p.m. (or, if earlier, close of business) on the relevant Local

Business Day, (a) the SONIA rate published on the Relevant

Screen Page (or otherwise published by the relevant authorised

distributors) for the first preceding Local Business Day on which

the SONIA rate was published on the Relevant Screen Page (or

otherwise published by the relevant authorised distributors) or (b)

if this is more recent, the latest determined rate under (A) above,

and, in each case, "r" shall be interpreted accordingly.

Notwithstanding the paragraph above, and without prejudice to Condition

7(g) (Floating Rate Note Provisions and Benchmark Replacement -

Benchmark Replacement), in the event of the Bank of England publishing

guidance as to (i) how the SONIA rate is to be determined or (ii) any rate

that is to replace the SONIA rate, the Agent Bank shall, in accordance

with the instructions of the Issuer, follow such guidance to the extent

practicable and to the extent such guidance does not increase obligations

or duties of the Agent Bank in order to determine the SONIA rate, for

purposes of the Notes, for so long as the SONIA rate is not available or

has not been published by the authorised distributors.

(iii) Where "SOFR" is specified as the Reference Rate in the relevant Final

Terms, subject to Condition 7(h) (Floating Rate Note Provisions and

Benchmark Replacement Effect of Benchmark Transition Event), if, in

respect of any Local Business Day, the Agent Bank determines that the

Reference Rate does not appear on the Relevant Screen Page, such

Reference Rate shall be the SOFR for the first preceding Local Business

Day on which the SOFR was published on the Relevant Screen Page ("r"

shall be interpreted accordingly).

(iv) where " " is specified as the Reference Rate in the relevant Final

Terms, subject to Condition 7(g) (Floating Rate Note Provisions and

Benchmark Replacement - Benchmark Replacement), if, in respect of any

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Local Business Day, the Agent Bank determines that the Reference Rate

does not appear on the Relevant Screen Page, such Reference Rate shall

Local Business Day on which the

he Relevant Screen Page; ("r" shall be

interpreted accordingly).

(v) where "SORA" is specified as the Reference Rate in the relevant Final

Terms, subject to Condition 7(g) (Floating Rate Note Provisions and

Benchmark Replacement Benchmark Replacement), if, in respect of any

Local Business Day, the Agent Bank determines that the Reference Rate

does not appear on the Relevant Screen Page, such Reference Rate shall

be the SORA for the first preceding Local Business Day on which the

SORA was published on the Relevant Screen Page; ("r" shall be

interpreted accordingly).

(vi) In the event that the Rate of Interest for the relevant Interest Period cannot

be determined in accordance with the foregoing provisions by the Agent

Bank, subject to Condition 7(g) (Floating Rate Note Provisions and

Benchmark Replacement Benchmark Replacement) or 7(h) (Floating

Rate Note Provisions and Benchmark Replacement Effect of Benchmark

Transition Event), as the case may be, the Rate of Interest for such Interest

Period shall be (i) that determined as at the last preceding Interest

Determination Date (though substituting, where a different Margin or

Maximum Rate of Interest or Minimum Rate of Interest (as specified in

the relevant Final Terms) is to be applied to the relevant Interest Period

from that which applied to the last preceding Interest Period, the Margin

or Maximum Rate of Interest or Minimum Rate of Interest relating to the

relevant Interest Period, in place of the Margin relating to that last

preceding Interest Period), (ii) if there is no such preceding Interest

Determination Date and the relevant Interest Period is the first Interest

Period for the Notes, the initial Rate of Interest which would have been

applicable to such Series of Notes for the first Interest Period had the

Notes been in issue for a period equal in duration to the scheduled first

Interest Period but ending on (and excluding) the Interest

Commencement Date (but applying the Margin and any Maximum Rate

of Interest or Minimum Rate of Interest applicable to the first Interest

Period) or (iii) if there is no such preceding Interest Determination Date

and the relevant Interest Period is not the first Interest Period for the Notes,

the Rate of Interest which applied to the immediately preceding Interest

Period.

(vii) If the relevant Series of Notes becomes due and payable in accordance

with Condition 14 (Enforcement Events and Remedies), the last Interest

Determination Date shall, notwithstanding any Interest Determination

Date specified in the relevant Final Terms, be deemed to be the date on

which such Notes became due and payable and the Rate of Interest on

such Notes shall, for so long as any such Note remains outstanding, be

that determined on such date.

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(viii) For the purposes of this Condition 7(d) (Floating Rate Note Provisions

and Benchmark Replacement Screen Rate Determination for Floating

Rate Notes which reference SONIA, SOFR, or SORA):

If "Payment Delay" is specified in the relevant Final Terms as being

applicable, all references in these Conditions to interest on the Notes

being payable on an Interest Payment Date shall be read as reference to

interest on the Notes being payable on an Effective Interest Payment Date

instead;

"Applicable Period" means,

(A) where "Lag", "Lock-out" or "Payment Delay" is specified as

the Observation Method in the relevant Final Terms, Interest

Period; and

(B) where "Observation Shift" is specified as the Observation

Method in the relevant Final Terms, Observation Period;

"Compounded Daily Reference Rate" means, with respect to an Interest

Period, the rate of return of a daily compound interest investment in the

Specified Currency (with the applicable Reference Rate (as indicated in

the relevant Final Terms and further provided for below) as the reference

rate for the calculation of interest) and will be calculated by the Agent

Bank as at the relevant Interest Determination Date as follows, and the

resulting percentage will be rounded, if necessary, to the fifth decimal

place, with 0.000005 being rounded upwards:

where:

"D" is the number specified in the relevant Final Terms;

"d" means, for the relevant Applicable Period, the number of calendar

days in such Applicable Period;

" means, for the relevant Applicable Period, the number of Local

Business Days in such Applicable Period;

" " means, in respect of any Local Business Day, a reference rate

equal to the daily euro short-term rate for such euro Local Business Day

as provided by the European Central Bank, as administrator of such rate

(or any successor administrator of such rate), on the website of the

European Central Bank as at the date of this Base Prospectus at

http://www.ecb.europa.eu, or any successor website officially designated

by the European Central Bank (the "ECB's Website") in each case, on or

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before 9:00 a.m., (Central European Time) on the Local Business Day

immediately following such Local Business Day;

"i" means, for the relevant Applicable Period, a series of whole numbers

from one to d

, each representing the relevant Local Business Day in

chronological order from, and including, the first Local Business Day in

such Applicable Period;

"Local Business Day" or "LBD", means, (i) where "SONIA" is specified

as the Reference Rate, any day on which commercial banks are open for

general business (including dealing in foreign exchange and foreign

currency deposits) in London; (ii) where "SOFR" is specified as the

Reference Rate, any day which is a U.S. Government Securities Business

Day and is not a legal holiday in New York and is not a date on which

banking institutions in those cities are authorised or required by law or

regulation to be closed; (iii) where " " is specified as the Reference

Rate, a TARGET Settlement Day; and (iv) where "SORA" is specified as

the Reference Rate, a day (other than a Saturday, Sunday or gazetted

public holiday) on which commercial banks settle payments in Singapore;

"Lock-out Period" means the period from, and including, the day

following the relevant Interest Determination Date to, but excluding, the

corresponding Interest Payment Date;

", for any Local Business Day "i" in the Applicable Period, means the

number of calendar days from, and including, such Local Business Day

"i" up to but excluding the following Local Business Day;

"New York Federal Reserve's Website" means the website of the

Federal Reserve Bank of New York as at the date of this Base Prospectus

at http://www.newyorkfed.org, or any successor website of the Federal

Reserve Bank of New York;

"Observation Period" means, in respect of the relevant Interest Period,

the period from, and including, the date falling "p" Local Business Days

prior to the first day of such Interest Period (and the first Interest Period

shall begin on and include the Interest Commencement Date) and ending

on, but excluding, the date which is "p" Local Business Days prior to the

Interest Payment Date for such Interest Period (or the date falling "p"

Local Business Days prior to such earlier date, if any, on which the Notes

become due and payable);

"p" means, for any Interest Period:

(A) where "Lag" is specified as the Observation Method in the

relevant Final Terms, the number of Local Business Days included

in the Observation Look-back Period specified in the relevant

Final Terms (or, if no such number is specified five Local Business

Days);

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(B) where "Lock-out" is specified as the Observation Method in the

relevant Final Terms, zero;

Method in the relevant Final Terms, the number of Local Business

Days included in the Observation Look-back Period specified in

the relevant Final Terms (or, if no such number is specified, five

Local Business Days);

"r" means:

(A) where in the relevant Final Terms "SONIA" is specified as the

Reference Rate and either "Lag" or "Observation Shift" is

specified as the Observation Method, in respect of any Local

Business Day, the SONIA rate in respect of such Local Business

Day;

(B) where in the relevant Final Terms "SOFR" is specified as the

Reference Rate and either "Lag" or "Observation Shift" is

specified as the Observation Method, in respect of any Local

Business Day, the SOFR in respect of such Local Business Day;

Reference Rate and either "Lag" or "Observation Shift" is

specified as the Observation Method, in respect of any Local

Local Business Day;

(D) where in the relevant Final Terms "SORA" is specified as the

Reference Rate and either "Lag" or "Observation Shift" is

specified as the Observation Method, in respect of any Local

Business Day, the SORA in respect of such Local Business Day;

(E) where in the relevant Final Terms "SONIA" is specified as the

Reference Rate and "Lock-out" is specified as the Observation

Method:

(i) in respect of any Local Business Day "i" that is a Reference

Day, the SONIA rate in respect of the Local Business Day

immediately preceding such Reference Day, and

(ii) in respect of any Local Business Day "i" that is not a

Reference Day (being a Local Business Day in the Lock-

out Period), the SONIA rate in respect of the Local

Business Day immediately preceding the last Reference

Day of the relevant Interest Period (such last Reference

Day coinciding with the relevant Interest Determination

Date);

(F) where in the relevant Final Terms "SOFR" is specified as the

Reference Rate and "Lock-out" is specified as the Observation

Method:

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(i) in respect of any Local Business Day "i" that is a Reference

Day, the SOFR in respect of the Local Business Day

immediately preceding such Reference Day, and

(ii) in respect of any Local Business Day "i" that is not a

Reference Day (being a Local Business Day in the Lock-

out Period), the SOFR in respect of the Local Business Day

immediately preceding the last Reference Day of the

relevant Interest Period (such last Reference Day

coinciding with the relevant Interest Determination Date);

(G) where in the relevant Final Terms " " is specified as the

Reference Rate and "Lock-out" is specified as the Observation

Method:

(i) in respect of any Local Business Day "i" that is a Reference

Local Business Day

immediately preceding such Reference Day, and

(ii) in respect of any Local Business Day "i" that is not a

Reference Day (being a Local Business Day in the Lock-

Local Business Day

immediately preceding the last Reference Day of the

relevant Interest Period (such last Reference Day

coinciding with the relevant Interest Determination Date);

(H) where in the relevant Final Terms "SORA" is specified as the

Reference Rate and "Lock-out" is specified as the Observation

Method:

(i) in respect of any Local Business Day "i" that is a Reference

Day, the SORA in respect of the Local Business Day

immediately preceding such Reference Day, and

(ii) in respect of any Local Business Day "i" that is not a

Reference Day (being a Local Business Day in the Lock-

out Period), the SORA in respect of the Local Business Day

immediately preceding the last Reference Day of the

relevant Interest Period (such last Reference Day

coinciding with the relevant Interest Determination Date);

(I) where in the relevant Final Terms "SONIA" is specified as the

Reference Rate and "Payment Delay" is specified as the

Observation Method, in respect of any Local Business Day, the

SONIA rate in respect of such Local Business Day, provided

however that, in the case of the last Interest Period, in respect of

each Local Business Day in the period from (and including) the

Rate Cut-off Date to (but excluding) the Maturity Date or the date

fixed for redemption, as applicable, "r" shall be the SONIA rate in

respect of the Rate Cut-off Date;

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(J) where in the relevant Final Terms "SOFR" is specified as the

Reference Rate and "Payment Delay" is specified as the

Observation Method, in respect of any Local Business Day, the

SOFR in respect of such Local Business Day, provided however

that, in the case of the last Interest Period, in respect of each Local

Business Day in the period from (and including) the Rate Cut-off

Date to (but excluding) the Maturity Date or the date fixed for

redemption, as applicable, "r" shall be the SOFR in respect of the

Rate Cut-off Date; and

(K) where in the relevant Final Terms " " is specified as the

Reference Rate and "Payment Delay" is specified as the

Observation Method, in respect of any Local Business Day, the

in respect of such Local Business Day, provided however

that, in the case of the last Interest Period, in respect of each Local

Business Day in the period from (and including) the Rate Cut-off

Date to (but excluding) the Maturity Date or the date fixed for

redemption, as applicable, "r" shall be the R in respect of the

Rate Cut-off Date;

(L) where in the relevant Final Terms "SORA" is specified as the

Reference Rate and "Payment Delay" is specified as the

Observation Method, in respect of any Local Business Day, the

SORA in respect of such Local Business Day, provided however

that, in the case of the last Interest Period, in respect of each Local

Business Day in the period from (and including) the Rate Cut-off

Date to (but excluding) the Maturity Date or the date fixed for

redemption, as applicable, "r" shall be the SORA in respect of the

Rate Cut-off Date;

"Reference Day" means each Local Business Day in the relevant Interest

Period, other than any Local Business Day in the Lock-out Period;

i-pBD

" means the applicable Reference Rate as set out in the definition

of "r" above for, (i) where, in the relevant Final Terms, "Lag" is specified

as the Observation Method, the Local Business Day (being a Local

Business Day falling in the relevant Observation Period) falling "p" Local

Business Days prior to the relevant Local Business Day "i" or, (ii)

otherwise, the relevant Local Business Day "i";

"SOFR" means, in respect of any Local Business Day, a reference rate

equal to the daily Secured Overnight Financing Rate as provided by the

Federal Reserve Bank of New York, as the administrator of such rate (or

any successor administrator of such rate) on the New York Federal

Reserve's Website, in each case on or about 5.00 p.m. (New York City

Time) (the "SOFR Determination Time") on the Local Business Day

immediately following such Local Business Day;

"SONIA" means, in respect of any Local Business Day, a reference rate

equal to the daily Sterling Overnight Index Average rate for such Local

Business Day as provided by the administrator of SONIA to authorised

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distributors and as then published on the Relevant Screen Page or, if the

Relevant Screen Page is unavailable, as otherwise published by such

authorised distributors in each case on the Local Business Day

immediately following such Local Business Day;

"SORA" means, in respect of any Local Business Day, a reference rate

equal to the daily Singapore Overnight Rate Average for such Local

Business Day as provided by the Monetary Authority of Singapore as

administrator of such rate (or any successor administrator of such rate),

on the website of the Monetary Authority of Singapore as at the date of

this Base Prospectus at http://www.mas.gov.sg, or any successor website

officially designated by the Monetary Authority of Singapore (or as

published by its authorised distributors) (the "MAS Website") on the

Local Business Day immediately following such Local Business Day;

"U.S. Government Securities Business Day" means any day except for

a Saturday, Sunday or a day on which the Securities Industry and

Financial Markets Association (or any successor thereto) recommends

that the fixed income departments of its members be closed for the entire

day for purposes of trading in U.S. government securities; and

"Weighted Average Reference Rate" means:

(A) where "Lag" is specified as the Observation Method in the

relevant Final Terms, the arithmetic mean of the Reference Rate

in effect for each calendar day during the relevant Observation

Period, calculated by multiplying each relevant Reference Rate by

the number of calendar days such rate is in effect, determining the

sum of such products and dividing such sum by the number of

calendar days in the relevant Observation Period. For these

purposes the Reference Rate in effect for any calendar day which

is not a Local Business Day shall be deemed to be the Reference

Rate in effect for the Local Business Day immediately preceding

such calendar day; and

(B) where "Lock-out" is specified as the Observation Method in the

relevant Final Terms, the arithmetic mean of the Reference Rate

in effect for each calendar day during the relevant Interest Period,

calculated by multiplying each relevant Reference Rate by the

number of calendar days such rate is in effect, determining the sum

of such products and dividing such sum by the number of calendar

days in the relevant Interest Period, provided however that for

any calendar day of such Interest Period falling in the Lock-out

Period, the relevant Reference Rate for each day during that Lock-

out Period will be deemed to be the Reference Rate in effect for

the Reference Day immediately preceding the first day of such

Lock-out Period. For these purposes the Reference Rate in effect

for any calendar day which is not a Local Business Day shall,

subject to the proviso above, be deemed to be the Reference Rate

in effect for the Local Business Day immediately preceding such

calendar day.

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(e) Index Determination: If Screen Rate Determination is specified in the relevant

Final Terms as the manner in which the Rate(s) of Interest is/are to be determined

and Index Determination is specified in the relevant Final Terms as being

applicable, the Rate of Interest applicable to the Notes for each Interest Period

will be the compounded daily reference rate for the relevant Interest Period,

calculated in accordance with the following formula and rounded to the Relevant

Decimal Place, all as determined and calculated by the Agent Bank on the

relevant Interest Determination Date plus or minus (as indicated in the relevant

Final Terms) the Margin:

where:

"Compounded Index" means either SONIA Compounded Index or SOFR

Compounded Index, as specified in the relevant Final Terms;

"Compounded Index End" means the relevant Compounded Index value on the

day falling the Relevant Number of Index Days prior to the Interest Payment

Date for such Interest Period, or such other date on which the relevant payment

of interest falls due (but which, by its definition or the operation of the relevant

provisions, is excluded from such Interest Period);

"Compounded Index Start" means the relevant Compounded Index value on

the day falling the Relevant Number of Index Days prior to the first day of the

relevant Interest Period.

"d" is the number of calendar days from (and including) the day on which the

relevant Compounded Index Start is determined to (but excluding) the day on

which the relevant Compounded Index End is determined;

"Index Days" means, in the case of the SONIA Compounded Index, London

Banking Days, and, in the case of the SOFR Compounded Index, U.S.

Government Securities Business Days;

"London Banking Day" means any day on which commercial banks are open

for general business (including dealing in foreign exchange and foreign currency

deposits) in London;

"Numerator" shall, unless otherwise specified in the relevant Final Terms, be

365 in the case of the SONIA Compounded Index and 360 in the case of the

SOFR Compounded Index;

"Relevant Decimal Place" shall, unless otherwise specified in the relevant Final

Terms, be the fifth decimal place in the case of the SONIA Compounded Index

and the seventh decimal place in the case of the SOFR Compounded Index, in

each case rounded up or down, if necessary (with 0.000005 or, as the case may

be, 0.00000005 being rounded upwards);

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"Relevant Number" shall, unless otherwise specified in the relevant Final

Terms, be five in the case of the SONIA Compounded Index and two in the case

of the SOFR Compounded Index;

"SOFR Compounded Index" means the compounded daily SOFR rate, as

published at 15:00 (New York time) by the Federal Reserve Bank of New York

(or a successor administrator of SOFR) on the website of the Federal Reserve

Bank of New York, or any successor source; and

"SONIA Compounded Index" means the compounded daily SONIA rate as

published at 10:00 (London time) by the Bank of England (or a successor

administrator of SONIA) on the Bank of England's Interactive Statistical

Database, or any successor source.

Provided that a Benchmark Event has not occurred in respect of SONIA or a

Benchmark Transition Event and its related Benchmark Replacement Date has

not occurred in respect of SOFR, as the case may be, if, with respect to any

Interest Period, the relevant Compounded Index Start and/or Compounded Index

End is not published by the administrator, the Agent Bank shall calculate the

Rate of Interest for that Interest Period in accordance with Condition 7(d)

(Floating Rate Note Provisions and Benchmark Replacement Screen Rate

Determination for Floating Rate Notes

SORA) as if Index Determination was not specified in the relevant Final Terms

as being applicable. For these purposes, (i) the Reference Rate shall be deemed

to be SONIA in the case of SONIA Compounded Index and SOFR in the case of

Compounded SOFR Index, (ii) the Calculation Method shall be deemed to be

Compounded Daily, (iii) the Observation Method shall be deemed to be

Observation Shift, (iv) the Observation Look-back Period shall be deemed to be

the Relevant Number, (v) D shall be deemed to be the Numerator and (vi) in the

case of SONIA, the Relevant Screen Page will be determined by the Issuer in

consultation with the Agent Bank. If a Benchmark Event has occurred in respect

of SONIA, the provisions of Condition 7(g) (Floating Rate Note Provisions and

Benchmark Replacement - Benchmark Replacement) shall apply mutatis

mutandis in respect of this Condition 7(e) or if a Benchmark Transition Event

and its related Benchmark Replacement Date have occurred in respect of SOFR,

the provision of Condition 7(h) (Floating Rate Note Provisions and Benchmark

Replacement Effect of Benchmark Transition Event) shall apply mutatis

mutandis in respect of this Condition 7(e), as applicable.

(f) ISDA Determination: If ISDA Determination is specified in the relevant Final

Terms as the manner in which the Rate(s) of Interest is/are to be determined, the

Rate of Interest applicable to the Notes for each Interest Period will be the sum

of the Margin and the relevant ISDA Rate where "ISDA Rate" in relation to any

Interest Period means a rate equal to the Floating Rate that would be determined

by the Agent Bank under an interest rate swap transaction if the Agent Bank

were acting as Agent Bank for that interest rate swap transaction under the terms

of an agreement incorporating the ISDA Definitions and under which:

(i) if the Final Terms specify either "2006 ISDA Definitions" or "2021 ISDA

Definitions" as the applicable ISDA Definitions:

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(A) the Floating Rate Option (as defined in the ISDA Definitions) is

as specified in the relevant Final Terms;

(B) the Designated Maturity (as defined in the ISDA Definitions), if

applicable, is a period specified in the relevant Final Terms;

specified in the relevant Final Terms; and

(D) if Linear Interpolation is specified as applicable in respect of an

Interest Period in the relevant Final Terms, the Rate of Interest for

such Interest Period shall be calculated by the Agent Bank by

straight-line linear interpolation by reference to two rates based on

the relevant Floating Rate Option, where:

(1) one rate shall be determined as if the Designated Maturity

were the period of time for which rates are available next

shorter than the length of the relevant Interest Period; and

(2) the other rate shall be determined as if the Designated

Maturity were the period of time for which rates are

available next longer than the length of the relevant Interest

Period,

provided, however, that if there is no rate available for a period of time

next shorter than the length of the relevant Interest Period or, as the case

may be, next longer than the length of the relevant Interest Period, then

the Determination Agent shall determine such rate at such time and by

reference to such sources as it determines appropriate.

(E) if the specified Floating Rate Option is an Overnight Floating Rate

Option (as defined in the ISDA Definitions), Compounding is

specified to be applicable in the relevant Final Terms and:

(1) Compounding with Lookback is specified as the

Compounding Method in the relevant Final Terms then (a)

Compounding with Lookback is the Overnight Rate

Compounding Method and (b) Lookback is the number of

Applicable Business Days (as defined in the ISDA

Definitions) specified in the relevant Final Terms;

(2) Compounding with Observation Period Shift is specified as

the Compounding Method in the relevant Final Terms then

(a) Compounding with Observation Period Shift is the

Overnight Rate Compounding Method, (b) Observation

Period Shift is the number of Observation Period Shift

Business Days (as defined in the ISDA Definitions)

specified in the relevant Final Terms, and (c) Observation

Period Shift Additional Business Days (as defined in the

ISDA Definitions), if applicable, are the days specified in

the relevant Final Terms; or

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(3) Compounding with Lockout is specified as the

Compounding Method in the relevant Final Terms, then (a)

Compounding with Lockout is the Overnight Rate

Compounding Method, (b) Lockout is the number of

Lockout Period Business Days (as defined in the ISDA

Definitions) specified in the relevant Final Terms, and (c)

Lockout Period Business Days, if applicable, are the days

specified in the relevant Final Terms;

(F) if the specified Floating Rate Option is an Overnight Floating Rate

Option (as defined in the ISDA Definitions), Averaging is

specified to be applicable in the relevant Final Terms and:

(1) Averaging with Lookback is specified as the Averaging

Method in the relevant Final Terms, then (a) Averaging

with Lookback is the Overnight Rate Averaging Methold

and (b) Lookback is the number of Applicable Business

Days (as defined in the ISDA Definitions) as specified in

the relevant Final Terms;

(2) Averaging with Observation Period Shift is specified as the

Averaging Method in the relevant Final Terms, (a)

Averaging with Observation Period Shift is the Overnight

Rate Averaging Method, (b) Observation Period Shift is the

number of Observation Period Shift Business Days (as

defined in the ISDA Definitions) specified in the relevant

Final Terms, and (c) Observation Period Shift Additional

Business Days (as defined in the ISDA Definitions), if

applicable, are the days specified in the relevant Final

Terms; or

(3) Averaging with Lockout is specified as the Averaging

Method in the relevant Final Terms, then (a) Averaging

with Lockout is the Overnight Rate Averaging Method, (b)

Lockout is the number of Lockout Period Business Days

(as defined in the ISDA Definitions) specified in the

relevant Final Terms, and (c) Lockout Period Business

Days, if applicable, are the days specified in the relevant

Final Terms; and

(G) if the specified Floating Rate Option is an Index Floating Rate

Option (as defined in the ISDA Definitions) and Index Provisions

are specified to be applicable in the relevant Final Terms, the

Compounded Index Method with Observation Period Shift shall

be applicable and, (a) Observation Period Shift is the number of

Observation Period Shift Business Days (as defined in the ISDA

Definitions) specified in the relevant Final Terms and (b)

Observation Period Shift Additional Business Days (as defined in

the ISDA Definitions), if applicable, are the days specified in the

relevant Final Terms;

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(ii) references in the ISDA Definitions to:

(A) "Confirmation" shall be references to the relevant Final Terms;

(B) "Calculation Period" shall be references to the relevant Interest

Period;

(D) "Effective Date" shall be references to the Interest

Commencement Date;

(iii) if the Final Terms specify "2021 ISDA Definitions" as the applicable

ISDA Definitions:

(A) "Administrator/Benchmark Event" shall be disapplied; and

(B) if the Temporary Non-Publication Fallback in respect of any

specified Floating Rate Option is specified to be "Temporary Non-

Publication Alternative Rate" in the Floating Rate Matrix of the

2021 ISDA Definitions, the reference to "Calculation Agent

Alternative Rate Determination" in the definition of "Temporary

Non-Publication Alternative Rate" shall be replaced by

"Temporary Non-Publication Fallback Previous Day's Rate";

and

(iv) each of CAD-CDOR, CAD-CORRA, CHF-SARON, EUR-EURIBOR,

EUR-EURIBOR-Reuters, EUR-EuroSTR, EUR-EuroSTR Compounded

Index, GBP-SONIA, GBP-SONIA Compounded Index, HKD-HONIA,

JPY-TONA, USD-SOFR and USD-SOFR Compounded Index has the

meaning given in the ISDA Definitions.

(g) Benchmark Replacement: Where the relevant Reference Rate or Mid-Swap

Floating Leg Benchmark Rate, as the case may be, applicable to the Notes is not

SOFR, in addition and notwithstanding the provisions above in this Condition 7

(Floating Rate Note Provisions and Benchmark Replacement) or Condition 6

(Reset Note Provisions), as applicable, if the Issuer determines that a Benchmark

Event has occurred or there is a Successor Rate, in either case when any Rate of

Interest (or the relevant component part thereof) remains to be determined by

such Reference Rate or Mid-Swap Floating Leg Benchmark Rate, then the Issuer

may elect (acting in good faith and in a commercially reasonable manner) to

apply the following provisions:

(A) the Issuer shall use reasonable endeavours to appoint, as soon as

reasonably practicable, an Independent Adviser to determine

(acting in good faith and in a commercially reasonable manner),

no later than 5 Business Days prior to the relevant Interest

Determination Date or Reset Determination Date (as applicable)

relating to the next succeeding Interest Period or Reset Period (as

applicable) (the "IA Determination Cut-off Date"), a Successor

Rate (as defined below) or, alternatively, if the Independent

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Adviser determines that there is no Successor Rate, an Alternative

Reference Rate (as defined below) for purposes of determining the

Rate of Interest (or the relevant component part thereof) applicable

to the Notes;

(B) if the Issuer is unable to appoint an Independent Adviser, or the

Independent Adviser appointed by it fails to determine a Successor

Rate or an Alternative Reference Rate prior to the IA

Determination Cut-off Date, the Issuer (acting in good faith and in

a commercially reasonable manner) may determine a Successor

Rate or, if the Issuer determines that there is no Successor Rate,

an Alternative Reference Rate;

Rate (as applicable) is determined in accordance with the

preceding provisions, such Successor Rate or, failing which, an

Alternative Reference Rate (as applicable) shall be the Reference

Rate or Mid-Swap Floating Leg Benchmark Rate (as applicable)

for each of the future Interest Periods or Reset Periods (as

applicable) (subject to the subsequent operation of, and to

adjustment as provided in, this Condition 7(g) (Floating Rate Note

Provisions and Benchmark Replacement Benchmark

Replacement)); provided, however, that if sub-paragraph (B)

applies and the Issuer is unable to or does not determine a

Successor Rate or an Alternative Reference Rate prior to the

relevant Interest Determination Date or Reset Determination Date

(as applicable), the Rate of Interest applicable to the next

succeeding Interest Period or Reset Period (as applicable) shall be

equal to the Rate of Interest last determined in relation to the Notes

in respect of the preceding Interest Period or Reset Period (as

applicable) (or alternatively, if there has not been a first Interest

Payment Date or Reset Date (as applicable), the rate of interest

shall be the Initial Rate of Interest) (subject, where applicable, to

substituting the Margin that applied to such preceding Interest

Period or Reset Period (as applicable) for the Margin that is to be

applied to the relevant Interest Period or Reset Period (as

applicable)); for the avoidance of doubt, the proviso in this sub-

paragraph (C) shall apply to the relevant Interest Period or Reset

Period (as applicable) only and any subsequent Interest Periods or

Reset Periods (as applicable) are subject to the subsequent

operation of, and to adjustment as provided in, this Condition 7(g)

(Floating Rate Note Provisions and Benchmark Replacement

Benchmark Replacement);

(D) if the Independent Adviser (in consultation with the Issuer) or (if

the Issuer is unable to appoint an Independent Adviser, or the

Independent Adviser appointed by it fails to determine whether an

Adjustment Spread should be applied) the Issuer (acting in good

faith and in a commercially reasonable manner) determines that an

Adjustment Spread should be applied to the relevant Successor

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Rate or the relevant Alternative Reference Rate (as applicable) and

determines the quantum of, or a formula or methodology for

determining, such Adjustment Spread, then such Adjustment

Spread shall be applied to such Successor Rate or Alternative

Reference Rate (as applicable). If the Independent Adviser or the

Issuer (as applicable) is unable to determine, prior to the relevant

Reset Determination Date or Interest Determination Date (as

applicable) relating to the next succeeding Reset Period or Interest

Period (as applicable), the quantum of, or a formula or

methodology for determining, such Adjustment Spread, then such

Successor Rate or Alternative Reference Rate (as applicable) will

apply without an Adjustment Spread;

(E) if the Independent Adviser or the Issuer determines a Successor

Rate or, failing which, an Alternative Reference Rate (as

applicable) and, in each case, any Adjustment Spread in

accordance with the above provisions, the Independent Adviser or

the Issuer (as applicable), may also specify changes to these

Conditions, including but not limited to the Day Count Fraction,

Relevant Screen Page, Business Day Convention, Business Days,

Interest Determination Date, Reset Determination Date, Reset

Determination Time and/or the definition of Reference Rate or

Mid-Swap Floating Leg Benchmark Rate applicable to the Notes,

and the method for determining the fallback rate in relation to the

Notes, in order to follow market practice in relation to the

Successor Rate, the Alternative Reference Rate (as applicable)

and/or the Adjustment Spread. For the avoidance of doubt, the

Trustee and Principal Paying Agent shall (without liability to any

person), at the direction and expense of the Issuer, effect such

consequential amendments to the Trust Deed, the Agency

Agreement and these Conditions as may be required and prepared

by or on behalf of the Issuer or the Independent Adviser in order

to give effect to this Condition 7(g) (Floating Rate Note

Provisions and Benchmark Replacement Benchmark

Replacement). Noteholder consent shall not be required in

connection with implementing the Successor Rate, Alternative

Reference Rate (as applicable) and/or any Adjustment Spread or

such other changes, including for the execution of any documents,

amendments or other steps by the Trustee or Principal Paying

Agent (if required by the Issuer or the Independent Adviser); and

(F) the Issuer shall promptly, following the determination of any

Successor Rate, Alternative Reference Rate (as applicable) and/or

any Adjustment Spread, give notice thereof to the Trustee, the

Principal Paying Agent and the Noteholders, which shall specify

the effective date(s) for such Successor Rate, Alternative

Reference Rate (as applicable) and/or any Adjustment Spread and

any consequential changes made to these Conditions,

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provided that the determination of any Successor Rate or Alternative

Reference Rate or Adjustment Spread, and any other related changes to

the Notes, shall be made in accordance with the relevant Capital

Regulations (if applicable) and shall not prejudice qualification of (i) the

Senior Notes as eligible liabilities or (ii) the Tier 2 Capital Notes as Tier

2 Capital or as eligible liabilities, as applicable, in each case for the

purposes of and in accordance with the Capital Regulations.

For the purposes of this Condition 7(g) (Floating Rate Note Provisions

and Benchmark Replacement Benchmark Replacement):

"Adjustment Spread" means a spread (which may be positive or

negative) or formula or methodology for calculating a spread, which the

Independent Adviser (in consultation with the Issuer) or the Issuer (as

applicable), determines is required to be applied to the Successor Rate or

the Alternative Reference Rate (as applicable) in order to reduce or

eliminate, to the extent reasonably practicable in the circumstances, any

economic prejudice or benefit (as applicable) to Noteholders and

Couponholders as a result of the replacement of the Reference Rate or

Mid-Swap Floating Leg Benchmark Rate (as applicable) with the

Successor Rate or the Alternative Reference Rate (as applicable) and is

the spread, formula or methodology which:

(A) in the case of a Successor Rate, is recommended in relation to the

replacement of the Reference Rate or Mid-Swap Floating Leg

Benchmark Rate (as applicable) with the Successor Rate by any

Relevant Nominating Body; or

(B) in the case of a Successor Rate for which no such recommendation

has been made or in the case of an Alternative Reference Rate, the

Independent Adviser (in consultation with the Issuer) or the Issuer

(as applicable) determines is recognised or acknowledged as being

in customary market usage in international debt capital markets

transactions which reference the Reference Rate or Mid-Swap

Floating Leg Benchmark Rate (as applicable), where such rate has

been replaced by the Successor Rate or the Alternative Reference

Rate (as applicable); or

the Independent Adviser (in consultation with the Issuer) or the

Issuer in its discretion (as applicable), determines (acting in good

faith and in a commercially reasonable manner) to be appropriate;

"Alternative Reference Rate" means the rate that the Independent

Adviser or the Issuer (as applicable) determines has replaced the relevant

Reference Rate or Mid-Swap Floating Leg Benchmark Rate (as

applicable) in customary market usage in the international debt capital

markets for the purposes of determining rates of interest in respect of

bonds denominated in the Specified Currency and of a comparable

duration to the relevant Interest Period or Reset Period (as applicable), or,

if the Independent Adviser or the Issuer (as applicable) determines that

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there is no such rate, such other rate as the Independent Adviser or the

Issuer (as applicable) determines in its discretion (acting in good faith and

in a commercially reasonable manner) is most comparable to the relevant

Reference Rate or Mid-Swap Floating Leg Benchmark Rate (as

applicable);

"Benchmark Event" means:

(A) the relevant Mid-Swap Floating Leg Benchmark Rate or

Reference Rate (as applicable) has ceased to be published as a

result of such benchmark ceasing to be calculated or administered;

(B) a public statement by the administrator of the relevant Mid-Swap

Floating Leg Benchmark Rate or Reference Rate (as applicable)

that it has ceased, or will cease, publishing such Mid-Swap

Floating Leg Benchmark Rate or Reference Rate permanently or

indefinitely (in circumstances where no successor administrator

has been appointed that will continue publication of such Mid-

Swap Floating Leg Benchmark Rate or Reference Rate (as

applicable)); or

relevant Mid-Swap Floating Leg Benchmark Rate or Reference

Rate (as applicable) that such Mid-Swap Floating Leg Benchmark

Rate or Reference Rate has been or will be permanently or

indefinitely discontinued; or

(D) a public statement by the supervisor of the administrator of the

relevant Mid-Swap Floating Leg Benchmark Rate or Reference

Rate (as applicable) as a consequence of which such Mid-Swap

Floating Leg Benchmark Rate or Reference Rate will be

prohibited from being used or that its use will be subject to

restrictions or adverse consequences either generally, or in respect

of the Notes; or

(E) a public statement by the supervisor of the administrator of the

relevant Mid-Swap Floating Leg Benchmark Rate or Reference

Rate (as applicable) that, in the view of such supervisor, such Mid-

Swap Floating Leg Benchmark Rate or Reference Rate is no

longer representative of an underlying market or the methodology

to calculate such Mid-Swap Floating Leg Benchmark Rate or

Reference Rate has materially changed; or

(F) it has or will become unlawful for the Agent Bank or the Issuer to

calculate any payments due to be made to any Noteholder using

the relevant Mid-Swap Floating Leg Benchmark Rate or

Reference Rate (as applicable) (including, without limitation,

under the Benchmarks Regulation (EU) 2016/1011 as it forms part

of domestic law of the United Kingdom by virtue of the

Withdrawal Act, if applicable);

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"Independent Adviser" means an independent financial institution of

international repute or other independent financial adviser experienced in

the international debt capital markets, in each case appointed by the Issuer

at its own expense;

"Relevant Nominating Body" means, in respect of a reference rate or

mid-swap floating leg benchmark rate:

(A) the central bank, reserve bank, monetary authority or any similar

institution for the currency to which the reference rate or mid-swap

floating leg benchmark rate relates, or any other central bank or

other supervisory authority which is responsible for supervising

the administrator of the reference rate or mid-swap floating leg

benchmark rate; or

(B) any working group or committee sponsored by, chaired or co-

chaired by or constituted at the request of (a) the central bank,

reserve bank, monetary authority or any similar institution for the

currency to which the reference rate or mid-swap floating leg

benchmark rate relates, (b) any other central bank or other

supervisory authority which is responsible for supervising the

administrator of the reference rate or mid-swap floating leg

benchmark rate, (c) a group of the aforementioned central banks

or other supervisory authorities, (d) the International Swaps and

Derivatives Association, Inc. or any part thereof, or (e) the

Financial Stability Board or any part thereof; and

"Successor Rate" means the reference rate (and related alternative screen

page or source, if available) that the Independent Adviser or the Issuer (as

applicable) determines is a successor to or replacement of the relevant

Reference Rate or Mid-Swap Floating Leg Benchmark Rate (as

applicable) (for the avoidance of doubt, whether or not such Mid-Swap

Floating Leg Benchmark Rate or Reference Rate (as applicable) has

ceased to be available) which is formally recommended by any Relevant

Nominating Body.

(h) Effect of Benchmark Transition Event: Where the relevant Reference Rate or

Mid-Swap Floating Leg Benchmark Rate, as the case may be, applicable to the

Notes is SOFR, in addition and notwithstanding the provisions above in this

Condition 7 (Floating Rate Note Provisions and Benchmark Replacement) or

Condition 6 (Reset Note Provisions), as applicable, this Condition 7(h) (Floating

Rate Note Provisions and Benchmark Replacement Effect of Benchmark

Transition Event) shall apply.

(i) Benchmark Replacement: If the Issuer or its designee determines on or

prior to the relevant Reference Time that a Benchmark Transition Event

and its related Benchmark Replacement Date have occurred with respect

to the then-current Benchmark, the Benchmark Replacement will replace

the then-current Benchmark for all purposes relating to the Notes in

respect of all determinations on such date and for all determinations on

all subsequent dates.

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(ii) Benchmark Replacement Conforming Changes: In connection with

the implementation of a Benchmark Replacement, the Issuer or its

designee will have the right to make Benchmark Replacement

Conforming Changes from time to time.

(iii) Decisions and Determinations: Any determination, decision or election

that may be made by the Issuer or its designee pursuant to this Condition

7(h) (Floating Rate Note Provisions and Benchmark Replacement

Effect of Benchmark Transition Event), including any determination with

respect to a tenor, rate or adjustment or of the occurrence or non-

occurrence of an event, circumstance or date and any decision to take or

refrain from taking any action or any selection, will be conclusive and

binding absent manifest error, will be made in the sole discretion of the

Issuer or its designee, as applicable, and, notwithstanding anything to the

contrary in the documentation relating to the Notes, shall become

effective without consent from the Holders or any other party. None of

the Trustee, the Principal Paying Agent or Agent Bank will have any

liability for any determination made by or on behalf of Issuer or its

designee in connection with a Benchmark Transition Event or a

Benchmark Replacement.

In no event shall the Trustee, the Principal Paying Agent or Agent Bank

be responsible for determining if a Benchmark Transition Event has

occurred or any substitute for SOFR, or for making any adjustments to

any alternative benchmark or spread thereon, the business day convention,

interest determination dates or any other relevant methodology for

calculating any such substitute or successor benchmark. In connection

with the foregoing, the Trustee, the Principal Paying Agent and the Agent

Bank will be entitled to conclusively rely on any determinations made by

Issuer or its designee and will have no liability for such actions taken at

the direction of the Issuer or its designee.

Notwithstanding the foregoing provisions in this Condition 7(h)

(Floating Rate Note Provisions and Benchmark Replacement Effect of

Benchmark Transition Event), no Benchmark Replacement will be

adopted if and to the extent that the Issuer determines, in its sole

discretion, that such Benchmark Replacement prejudices, or could

reasonably be expected to prejudice, after the application of the

applicable Benchmark Replacement Adjustment, the Benchmark

Replacement Conforming Changes and the further decisions and

determinations as described below, the qualification of (i) the Senior

Notes as eligible liabilities or (ii) the Tier 2 Capital Notes as Tier 2 Capital

or as eligible liabilities, as applicable, in each case for the purposes of and

in accordance with the Capital Regulations.

In the event that the Rate of Interest for the relevant Interest Period or

Reset Period, as applicable, cannot be determined in accordance with the

foregoing provisions by the Issuer or its designee, the Rate of Interest for

such Interest Period or Reset Period, as applicable, shall be (i) that

determined as at the immediately preceding Interest Determination Date

or Reset Determination Date, as applicable, (though substituting, where a

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different Margin or Maximum Rate of Interest or Minimum Rate of

Interest (as specified in the relevant Final Terms) is to be applied to the

relevant Interest Period from that which applied to the immediately

preceding Interest Period or Reset Period, as applicable, the Margin or

Maximum Rate of Interest or Minimum Rate of Interest relating to the

relevant Interest Period, in place of the Margin relating to that

immediately preceding Interest Period or Reset Period, as applicable), or

(ii) if there is no such preceding Interest Determination Date and the

relevant Interest Period is the first Interest Period for the Notes, the initial

Rate of Interest which would have been applicable to such Series of Notes

for the first Interest Period had the Notes been in issue for a period equal

in duration to the scheduled first Interest Period but ending on (and

excluding) the Interest Commencement Date (but applying the Margin

and any Maximum Rate of Interest or Minimum Rate of Interest

applicable to the first Interest Period), or (iii) if there is no such preceding

Interest Determination Date and the relevant Interest Period is not the first

Interest Period for the Notes, the Rate of Interest which applied to the

immediately preceding Interest Period, or (iv) if there is no such

preceding Reset Determination Date, the Initial Rate of Interest.

For the purposes of this Condition 7(h) (Floating Rate Note Provisions

and Benchmark Replacement Effect of Benchmark Transition Event):

"Benchmark" means, initially, SOFR; provided that if the Issuer or its

designee determines on or prior to the Reference Time that a Benchmark

Transition Event and its related Benchmark Replacement Date have

occurred with respect to SOFR or the then-current Benchmark, then

"Benchmark" means the applicable Benchmark Replacement;

"Benchmark Replacement" means the first alternative set forth in the

order below that can be determined by the Issuer or its designee as of the

Benchmark Replacement Date:

(A) the sum of: (a) the alternate rate of interest that has been selected

or recommended by the Relevant Governmental Body as the

replacement for the then-current Benchmark and (b) the

Benchmark Replacement Adjustment;

(B) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark

Replacement Adjustment; or

by the Issuer or its designee as the replacement for the then-current

Benchmark giving due consideration to any industry-accepted rate

of interest as a replacement for the then-current Benchmark for

U.S. Dollar-denominated floating rate notes at such time and (b)

the Benchmark Replacement Adjustment;

"Benchmark Replacement Adjustment" means the first alternative set

forth in the order below that can be determined by the Issuer or its

designee as of the Benchmark Replacement Date:

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(A) the spread adjustment, or method for calculating or determining

such spread adjustment (which may be a positive or negative value

or zero), that has been selected or recommended by the Relevant

Governmental Body for the applicable Unadjusted Benchmark

Replacement;

(B) if the applicable Unadjusted Benchmark Replacement is

equivalent to the ISDA Fallback Rate, the ISDA Fallback

Adjustment; or

or zero) that has been selected by the Issuer or its designee giving

due consideration to any industry-accepted spread adjustment, or

method for calculating or determining such spread adjustment, for

the replacement of the then-current Benchmark with the applicable

Unadjusted Benchmark Replacement for U.S.

Dollar-denominated floating rate notes at such time;

"Benchmark Replacement Conforming Changes" means, with respect

to any Benchmark Replacement, any technical, administrative or

operational changes (including changes to the timing and frequency of

determining rates and making payments of interest, rounding of amounts

or tenors, and other administrative matters) that the Issuer or its designee

decide may be appropriate to reflect the adoption of such Benchmark

Replacement in a manner substantially consistent with market practice

(or, if the Issuer or its designee decide that adoption of any portion of

such market practice is not administratively feasible or if the Issuer or its

designee determine that no market practice for use of the Benchmark

Replacement exists, in such other manner as the Issuer or its designee

determine is reasonably necessary);

"Benchmark Replacement Date" means the earliest to occur of the

following events with respect to the then-current Benchmark (including

the daily published component used in the calculation thereof):

(A) in the case of sub-paragraph (A) or (B) of the definition of

"Benchmark Transition Event," the later of (a) the date of the

public statement or publication of information referenced therein

and (b) the date on which the administrator of the Benchmark

permanently or indefinitely ceases to provide the Benchmark (or

such component); or

(B) in the case of sub-paragraph (C) of the definition of "Benchmark

Transition Event," the date of the public statement or publication

of information referenced therein.

For the avoidance of doubt, if the event that gives rise to the Benchmark

Replacement Date occurs on the same day as, but earlier than, the

Reference Time in respect of any determination, the Benchmark

Replacement Date will be deemed to have occurred prior to the Reference

Time for such determination;

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"Benchmark Transition Event" means the occurrence of one or more of

the following events with respect to the then-current Benchmark

(including the daily published component used in the calculation thereof):

(A) a public statement or publication of information by or on behalf of

the administrator of the Benchmark (or such component)

announcing that such administrator has ceased or will cease to

provide the Benchmark (or such component) permanently or

indefinitely, provided that, at the time of such statement or

publication, there is no successor administrator that will continue

to provide the Benchmark (or such component);

(B) a public statement or publication of information by the regulatory

supervisor for the administrator of the Benchmark (or such

component), the central bank for the currency of the Benchmark

(or such component), an insolvency official with jurisdiction over

the administrator for the Benchmark (or such component), a

resolution authority with jurisdiction over the administrator for the

Benchmark (or such component) or a court or an entity with

similar insolvency or resolution authority over the administrator

for the Benchmark (or such component), which states that the

administrator of the Benchmark (or such component) has ceased

or will cease to provide the Benchmark (or such component)

permanently or indefinitely, provided that, at the time of such

statement or publication, there is no successor administrator that

will continue to provide the Benchmark (or such component); or

supervisor for the administrator of the Benchmark announcing that

the Benchmark is no longer representative;

"designee" means a designee as selected and separately appointed by the

Issuer as designee for the Notes in writing;

"ISDA Fallback Adjustment" means the spread adjustment (which may

be a positive or negative value or zero) that would apply for derivatives

transactions referencing the 2006 ISDA Definitions to be determined

upon the occurrence of an index cessation event with respect to the

Benchmark;

"ISDA Fallback Rate" means the rate that would apply for derivatives

transactions referencing the 2006 ISDA Definitions to be effective upon

the occurrence of an index cessation date with respect to the Benchmark

for the applicable tenor excluding the applicable ISDA Fallback

Adjustment;

"Reference Time" with respect to any determination of the Benchmark

means (1) if the Benchmark is SOFR, the SOFR Determination Time, and

(2) if the Benchmark is not SOFR, the time determined by the Issuer or

its designee after giving effect to the Benchmark Replacement

Conforming Changes;

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"Relevant Governmental Body" means the Federal Reserve Board

and/or the Federal Reserve Bank of New York, or a committee officially

endorsed or convened by the Federal Reserve Board and/or the Federal

Reserve Bank of New York or any successor thereto; and

"Unadjusted Benchmark Replacement" means the Benchmark

Replacement excluding the Benchmark Replacement Adjustment.

(i) Maximum or Minimum Rate of Interest: If any Maximum Rate of Interest or

Minimum Rate of Interest is specified in the relevant Final Terms, then the Rate

of Interest shall in no event be greater than the maximum or be less than the

minimum so specified. Unless otherwise stated in the relevant Final Terms, the

Minimum Rate of Interest shall be deemed to be zero.

(j) Calculation of Interest Amount: The Agent Bank will, as soon as practicable

after the time at which the Rate of Interest is to be determined in relation to each

Interest Period, calculate the Interest Amount payable in respect of each Note for

such Interest Period. The Interest Amount will be calculated by applying the Rate

of Interest for such Interest Period to the Calculation Amount, multiplying the

product by the relevant Day Count Fraction, rounding the resulting figure to the

nearest sub-unit of the Specified Currency (half a sub-unit being rounded

upwards) and multiplying such rounded figure by a fraction equal to the

Specified Denomination of the relevant Note divided by the Calculation Amount.

For this purpose a "sub-unit" means, in the case of any currency other than euro,

the lowest amount of such currency that is available as legal tender in the country

of such currency and, in the case of euro, means one cent.

(k) Publication: The Agent Bank will cause each Rate of Interest and Interest

Amount determined by it, together with the relevant Interest Payment Date, and

any other amount(s) required to be determined by it together with any relevant

payment date(s) to be notified to the Issuer, the Paying Agents, the Trustee and

the competent authority and/or stock exchange by which the Notes have then

been admitted to listing and/or trading as soon as possible after such

determination but (in the case of each Rate of Interest, Interest Amount and

Interest Payment Date) in any event not later than the first day of the relevant

Interest Period. Notice thereof shall also be given to the Noteholders in

accordance with Condition 20 (Notices) as soon as possible after the

determination or calculation thereof. The Agent Bank will be entitled to

recalculate any Interest Amount (on the basis of the foregoing provisions)

without notice in the event of an extension or shortening of the relevant Interest

Period. If the Calculation Amount is less than the minimum Specified

Denomination the Agent Bank shall not be obliged to publish each Interest

Amount but instead may publish only the Calculation Amount and the Interest

Amount in respect of a Note having the minimum Specified Denomination.

(l) Notifications etc: All notifications, opinions, communications, determinations,

certificates, calculations, quotations and decisions given, expressed, made or

obtained for the purposes of this Condition 7 (Floating Rate Note Provisions and

Benchmark Replacement) by the Agent Bank will (in the absence of manifest

error) be final and binding on the Issuer, the Trustee, the Paying Agents, the

Noteholders and the Couponholders. No Noteholder or Couponholder shall be

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entitled to proceed against the Agent Bank, the Trustee, the Paying Agents or

any of them in connection with the exercise or non-exercise by them of their

powers, duties and discretions hereunder, including without limitation in respect

of any notification, opinion, communication, determination, certificate,

calculation, quotation or decision given, expressed or made for the purposes of

this Condition 7 (Floating Rate Note Provisions and Benchmark Replacement).

8. Zero Coupon Note Provisions

(a) Application: This Condition 8 (Zero Coupon Note Provisions) is applicable to

the Notes only if the Zero Coupon Note Provisions are specified in the relevant

Final Terms as being applicable.

(b) Late payment on Zero Coupon Notes: If the Redemption Amount payable in

respect of any Zero Coupon Note is improperly withheld or refused, the

Redemption Amount shall thereafter be an amount equal to the sum of:

(i) the Reference Price; and

(ii) the product of the Accrual Yield (compounded annually) being applied to

the Reference Price on the basis of the relevant Day Count Fraction from

(and including) the Issue Date to (but excluding) whichever is the earlier

of (i) the day on which all sums due in respect of such Note up to that day

are received by or on behalf of the relevant Noteholder and (ii) the day

on which notice is given to the holder of such Note that sufficient funds

for payment of such sums have been received by the Principal Paying

Agent or the Trustee.

9. Fixed/Floating Rate Notes

(a) Application: This Condition 9 (Fixed/Floating Rate Notes) is applicable to the

Notes only if the Fixed Rate Note Provisions and the Floating Rate Note

Provisions are specified in the relevant Final Terms as being applicable.

(b) Fixed/Floating Rate: The Issuer may issue Notes (i) that the Issuer may elect to

convert on the date set out in the relevant Final Terms from a Fixed Rate Note

to a Floating Rate Note, or from a Floating Rate Note to a Fixed Rate Note or (ii)

that will automatically change from a Fixed Rate Note to a Floating Rate Note,

or from a Floating Rate Note to a Fixed Rate Note on the date set out in the

relevant Final Terms.

10. Redemption and Purchase

(a) Scheduled redemption: Unless previously redeemed, or purchased and cancelled,

the Notes will be redeemed at their Final Redemption Amount on the Maturity

Date, subject as provided in Condition 11 (Payments Bearer Notes) and

Condition 12 (Payments Registered Notes).

(b) Redemption for tax reasons: Subject to Condition 10(l) (Redemption and

Purchase Restriction on Early Redemption of the Notes) below, the Notes may

be redeemed at the option of the Issuer in whole, but not in part (x) at any time

(if the Floating Rate Note Provisions are specified in the relevant Final Terms as

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being not applicable); or (y) on any Interest Payment Date (if the Floating Rate

Note Provisions are specified in the relevant Final Terms as being applicable),

at their Early Redemption Amount (Tax), together with any accrued but unpaid

interest to the date fixed for redemption, provided that:

(i) the Issuer provides not less than 15 days' nor more than 60 days' prior

notice to the Trustee and the Holders of the Notes (such notice being

irrevocable) specifying the date fixed for such redemption; and

(ii) immediately before giving such notice, the Issuer has determined that as

a result of a change in, or amendment to, the laws or regulations of a

Taxing Jurisdiction, including any treaty to which the relevant Taxing

Jurisdiction is a party, or a change in an official application of those laws

or regulations on or after the Issue Date of the first Tranche of Notes,

including a decision of any court or tribunal which becomes effective on

or after the Issue Date of the first Tranche of Notes (and, in the event of

the substitution of any subsidiary of the Issuer in place of the Issuer as

principal debtor under such Notes and in each case the Coupons (if any)

appertaining thereto and the Trust Deed in so far as it relates to such Notes,

which becomes effective on or after the date of that entity's assumption

of the Issuer's obligations):

(A) the Issuer has or will become obliged to pay additional amounts as

provided or referred to in Condition 13 (Taxation);

(B) the Issuer would not be entitled to claim a deduction in respect of

any payments in respect of the Notes in computing its taxation

liabilities or the value of the deduction would be materially

reduced;

to have losses or deductions set against the profits or gains, or

profits or gains offset by the losses or deductions, of companies

with which the Issuer is or would otherwise be so grouped for

applicable United Kingdom tax purposes (whether under the

group relief system current as at the date of issue of the Notes or

any similar system or systems having like effect as may from time

to time exist);

(D) in the case of Tier 2 Capital Notes, the Issuer would, in the future,

have to bring into account a taxable credit if the principal amount

of the Notes were written down or converted; or

(E) in the case of Tier 2 Capital Notes, the Issuer will have to treat the

Notes of such Series or any part thereof as a derivative or an

embedded derivative for United Kingdom tax purposes,

(each such change in tax law or regulation or the official application

thereof, a "Tax Event"); and in the case of each of (A), (B), (C), (D) and

(E) above, such consequences cannot be avoided by the Issuer taking

reasonable measures available to it,

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provided, further, that no such notice of redemption shall be given earlier than

(1) where the Notes may be redeemed at any time, 90 days prior to the earliest

date on which the Issuer would be obliged to pay such additional amounts or is

unable to make such deduction if a payment in respect of the Notes were then

due; or (2) where the Notes may be redeemed only on an Interest Payment Date,

60 days prior to the Interest Payment Date occurring immediately before the

earliest date on which the Issuer would be obliged to pay such additional amounts

or is unable to make such deduction if a payment in respect of the Notes were

then due.

It shall be sufficient to establish the circumstances required to be established

under this Condition 10(b) (Redemption and Purchase Redemption for tax

reasons) if the Issuer shall deliver to the Trustee a certificate signed by two

Authorised Signatories following receipt of an opinion of a firm of independent

legal advisers or accountants to the effect either that such a circumstance does

exist or that, upon a change in or amendment to the laws or regulations of the

United Kingdom or other relevant jurisdiction (including any authority or

political subdivision therein or thereof having power to tax), including any treaty

to which the relevant jurisdiction is a party, or a change in the official application

of those laws or regulations, which at the date of such certificate is proposed to

be made and in the opinion of such firm and the Issuer (based on such opinion)

is reasonably expected to become effective on or prior to the date when the

relevant payment in respect of such Notes would otherwise be made, becoming

so effective, such circumstances would exist.

The Trustee shall be entitled to accept such certificate as sufficient evidence of

the satisfaction of the circumstances set out above and without further enquiry

or liability for so doing, in which event it shall be conclusive and binding on the

Noteholders.

Upon the expiry of any such notice as is referred to in this Condition 10(b)

(Redemption and Purchase Redemption for tax reasons), the Issuer shall be

bound to redeem the Notes in accordance with this Condition 10(b) (Redemption

and Purchase Redemption for tax reasons).

and Purchase Restriction on Early Redemption of the Notes) below, if the

Issuer Call Option is specified in the relevant Final Terms as being applicable,

the Notes may be redeemed at the option of the Issuer in whole or, if so specified

in the relevant Final Terms, in part on any Optional Redemption Date (Call) on

the Issuer giving not less than 15 nor more than 60 days' notice to the Noteholders,

or such other period(s) as may be specified in the relevant Final Terms, (which

notice shall be irrevocable and shall oblige the Issuer to redeem the Notes or, as

the case may be, the Notes specified in such notice on the relevant Optional

Redemption Date (Call) at the applicable amount specified in the relevant Final

Terms, together with any accrued but unpaid interest to (but excluding) the

relevant Optional Redemption Date (Call)) at either:

(i) the Optional Redemption Amount (Call); or

(ii) the Make Whole Redemption Price.

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The "Make Whole Redemption Price" will, in respect of the Notes to be

redeemed, be:

(A) if "Sterling Make Whole Redemption Amount" is specified as

being applicable in the relevant Final Terms, an amount equal to

the higher of (i) 100 per cent. of the principal amount of such

Notes and (ii) the principal amount of such Notes multiplied by

the price (expressed as a percentage), as determined by the Issuer

or as reported in writing to the Issuer by the Determination Agent

(if appointed by the Issuer), at which the Gross Redemption Yield

to maturity (or, if a Par Redemption Date is specified in the

relevant Final Terms, yield to the Par Redemption Date, in the case

of any Optional Redemption Date (Call) falling before such Par

Redemption Date) on such Notes on the Reference Date is equal

to the Gross Redemption Yield to maturity of the Reference Bond

at the Quotation Time on the Reference Date, plus the Redemption

Margin; or

(B) if "Non-Sterling Make Whole Redemption Amount" is

specified as being applicable in the relevant Final Terms, an

amount equal to the higher of (i) 100 per cent. of the principal

amount of such Notes and (ii) the principal amount of such Notes

multiplied by the price (expressed as a percentage), as determined

by the Issuer or as reported in writing to the Issuer by the

Determination Agent (if appointed by the Issuer), at which the

yield to maturity (or, if a Par Redemption Date is specified in the

relevant Final Terms, yield to the Par Redemption Date, in the case

of any Optional Redemption Date (Call) falling before such Par

Redemption Date) on such Notes on the Reference Date is equal

to the Reference Bond Rate at the Quotation Time on the

Reference Date, plus the Redemption Margin,

all as determined by the Issuer or, if Determination Agent is specified in

the relevant Final Terms as being applicable, by the Determination Agent.

(d) Partial redemption: If the Notes are to be redeemed in part only on any date in

accordance with Condition 10(c) (Redemption and Purchase Redemption at

the option of the Issuer), in the case of Bearer Notes, the Notes to be redeemed

shall be selected by the drawing of lots in such place and in such manner as is

fair and reasonable in the circumstances taking account of prevailing market

practices, subject to compliance with applicable law, the rules of the competent

authority and/or stock exchange by which the Notes have then been admitted to

listing and/or trading and the notice to Noteholders referred to in Condition 10(c)

(Redemption and Purchase Redemption at the option of the Issuer) shall

specify the serial numbers of the Notes so to be redeemed, and, in the case of

Registered Notes, each Note shall be redeemed in part in the proportion which

the aggregate principal amount of the outstanding Notes to be redeemed on the

relevant Optional Redemption Date (Call) bears to the aggregate principal

amount of outstanding Notes on such date. If any Maximum Redemption

Amount or Minimum Redemption Amount is specified in the relevant Final

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Terms, then the Optional Redemption Amount (Call) shall in no event be greater

than the maximum or be less than the minimum so specified.

(e) Regulatory Event Redemption of Tier 2 Capital Notes: Subject to Condition

10(l) (Redemption and Purchase Restriction on Early Redemption of the Notes)

below, if there is a change in the regulatory classification of the Tier 2 Capital

Notes that occurs on or after the issue date of the first Tranche of the Tier 2

Capital Notes and that does, or would be likely to, result in the whole or any part

of the outstanding aggregate principal amount of the Tier 2 Capital Notes at any

time being excluded from or ceasing to count towards, the Tier 2 Capital of the

Group (a "Regulatory Event"), the Issuer may, at its option, redeem the Tier 2

Capital Notes, in whole but not in part, at the relevant Optional Redemption

Amount (Regulatory Event), together with any accrued but unpaid interest to

(but excluding) the date fixed for redemption, provided that the Issuer provides

not less than 15 days' nor more than 60 days' prior notice to the Trustee, the

Principal Paying Agent and the Holders of the Tier 2 Capital Notes (such notice

being irrevocable) specifying the date fixed for such redemption.

Prior to giving notice of redemption under this Condition 10(e) (Redemption and

Purchase Regulatory Event Redemption of Tier 2 Capital Notes), the Issuer

shall deliver to the Trustee a certificate signed by two Authorised Signatories of

the Issuer stating that the relevant circumstance referred to under this Condition

10(e) (Redemption and Purchase Regulatory Event Redemption of Tier 2

Capital Notes) does exist. Such certificate shall be treated by the Issuer, the

Trustee, the Holders and all other interested parties as correct, conclusive and

sufficient evidence thereof.

Upon the expiry of such notice period, the Issuer shall be bound to redeem the

Tier 2 Capital Notes accordingly.

(f) Loss Absorption Disqualification Event Redemption of Senior Notes: Subject

to Condition 10(l) (Redemption and Purchase Restriction on Early Redemption

of the Notes) below, if a Loss Absorption Regulations Event occurs on or after

the Issue Date of the first Tranche of a Series of Senior Notes that does, or would

be likely to (in the opinion of the Issuer, the PRA or the Resolution Authority),

result in a Loss Absorption Disqualification Event, the Issuer may, at its option,

redeem the relevant Series of Senior Notes, in whole but not in part, at the

relevant Optional Redemption Amount (Loss Absorption Disqualification

Event), together with any accrued but unpaid interest to (but excluding) the date

fixed for redemption, provided that the Issuer provides not less than 15 days'

nor more than 60 days' prior notice to the Trustee, the Principal Paying Agent

and the Holders of the relevant Series of Senior Notes (such notice being

irrevocable) specifying the date fixed for such redemption.

Prior to giving notice of redemption under this Condition 10(f) (Redemption and

Purchase Loss Absorption Disqualification Event Redemption of Senior

Notes), the Issuer shall deliver to the Trustee a certificate signed by two

Authorised Signatories of the Issuer stating that the relevant circumstance

referred to under this Condition 10(f) (Redemption and Purchase Loss

Absorption Disqualification Event Redemption of Senior Notes) does exist. Such

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certificate shall be treated by the Issuer, the Trustee, the Holders and all other

interested parties as correct, conclusive and sufficient evidence thereof.

Upon the expiry of such notice period, the Issuer shall be bound to redeem the

relevant Series of Senior Notes accordingly.

(g) Early redemption of Zero Coupon Notes: Unless otherwise specified in the

relevant Final Terms, the Redemption Amount payable on redemption of a Zero

Coupon Note at any time before the Maturity Date shall be an amount equal to

the sum of:

(i) the Reference Price; and

(ii) the product of the Accrual Yield (compounded annually) being applied to

the Reference Price from (and including) the Issue Date to (but excluding)

the date fixed for redemption or (as the case may be) the date upon which

the Note becomes due and payable,

(the "Zero Coupon Early Redemption Amount").

Where such calculation is to be made for a period which is not a whole number

of years, the calculation in respect of the period of less than a full year shall be

made on the basis of such Day Count Fraction as may be specified in the relevant

Final Terms for the purposes of this Condition 10(g) (Redemption and Purchase

Early redemption of Zero Coupon Notes) or, if none is so specified, a Day

Count Fraction of 30E/360.

(h) Issuer Residual Call: If "Issuer Residual Call" is specified in the relevant Final

Terms as being applicable, and if, at any time (or in the case of Tier 2 Capital

Notes, at any time from the fifth anniversary of issuance of the last Tranche of

such Notes, unless otherwise permitted by the Relevant Authority) (other than

as a direct result of a redemption of some, but not all, of the Notes at the Make

Whole Redemption Price at the Issuer's option pursuant to Condition 10(c)

(Redemption and Purchase - Redemption at the option of the Issuer), if

applicable), the outstanding aggregate principal amount of the Notes is the

Relevant Percentage or less of the aggregate principal amount of the Notes

originally issued (and, for these purposes, any further Notes issued pursuant to

Condition 19 (Further Issues) and consolidated with the Notes as part of the

same Series shall be deemed to have been originally issued), subject to Condition

10(l) (Redemption and Purchase Restriction on Early Redemption of the Notes)

below, the Issuer may redeem all (but not some only) of the outstanding Notes

on any date (or, if the Floating Rate Note Provisions are specified in the relevant

Final Terms as being applicable, on any Interest Payment Date) upon giving not

less than 15 nor more than 60 days' notice to the Noteholders (or such other

notice period as may be specified in the applicable Final Terms) (which notice

shall specify the date for redemption and shall be irrevocable), at the Optional

Redemption Amount (Residual Call) together with any accrued but unpaid

interest up to (but excluding) the date of redemption. Prior to the publication of

any notice of redemption pursuant to this Condition 10(h) (Issuer Residual Call),

the Issuer shall deliver to the Trustee a certificate signed by two Authorised

Signatories of the Issuer stating that the Issuer is entitled to effect such

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redemption and setting forth a statement of facts showing that the outstanding

aggregate principal amount of the Notes is the Relevant Percentage or less of the

aggregate principal amount of the Notes originally issued. The Trustee shall be

entitled to accept such certificate as sufficient evidence of the satisfaction of the

circumstances set out above and without further enquiry or liability for so doing,

in which event it shall be conclusive and binding on the Holders.

(i) No other redemption: The Issuer shall not be entitled to redeem the Notes

otherwise than as provided in Condition 10(a) (Redemption and Purchase

Scheduled redemption) to 10(h) (Redemption and Purchase Issuer Residual

Call) inclusive above.

(j) Purchase: The Issuer or any of its Subsidiaries may at any time purchase or

otherwise acquire any of the outstanding Notes at any price in the open market

or otherwise in accordance with the Capital Regulations, and subject to the prior

consent of the Relevant Authority (if such consent is then required by the Capital

Regulations), and provided that all unmatured Coupons are purchased therewith.

(k) Cancellation: All Notes so redeemed shall, and all Notes so purchased may, be

cancelled (together with any unmatured Coupons attached thereto or surrendered

therewith) and may not be reissued or resold.

(l) Restriction on Early Redemption of the Notes: Notwithstanding any other

provision in this Condition 10 (Redemption and Purchase), the Issuer may

redeem the Notes (and give notice thereof to the Holders) only if it has obtained

the prior consent of the Relevant Authority (if such consent is then required by

the Capital Regulations) for the redemption of the relevant Notes.

The rules under UK CRD prescribe certain conditions for the granting of

permission by the Relevant Authority to a request by the Issuer to redeem or

repurchase the Senior Notes or the Tier 2 Capital Notes. In this respect, the UK

CRD Regulation provides that the Relevant Authority shall grant permission to

a redemption or repurchase of the Senior Notes or the Tier 2 Capital Notes, as

the case may be, provided that (a) one of the conditions in (i), (ii) or (iii) is met,

as applicable to the relevant Senior Notes; or (b) either of the conditions in (i)

or (ii) below is met, as applicable to the relevant Tier 2 Capital Notes:

(i) before or at the same time as such redemption or repurchase of the Senior

Notes or the Tier 2 Capital Notes, as the case may be, the Issuer replaces

such Senior Notes or Tier 2 Capital Notes with own funds instruments (or,

in the case of the Senior Notes, eligible liabilities instruments) of equal

or higher quality at terms that are sustainable for its income capacity; or

(ii) the Issuer has demonstrated to the satisfaction of the Relevant Authority

that its own funds and eligible liabilities would, following such

redemption or repurchase, exceed the requirements (in the case of the

Senior Notes, for own funds and eligible liabilities) laid down in UK CRD

and in the UK legislation that implemented Directive 2014/59/EU by a

margin that, in the case of the Senior Notes, the Resolution Authority, in

agreement with the PRA, or, in the case of the Tier 2 Capital Notes, the

PRA considers necessary; or

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(iii) the Issuer has demonstrated to the satisfaction of the Resolution Authority

that the partial or full replacement of the eligible liabilities with own

funds instruments is necessary to ensure compliance with the own funds

requirements in UK CRD for continuing authorisation.

In addition, the rules under the UK CRD Regulation provide that the PRA may

permit the Issuer to redeem or repurchase the Tier 2 Capital Notes before five

years after the date of issuance of the relevant Tier 2 Capital Notes if:

(A) the conditions listed in paragraph (i) or (ii) above and one of the

following conditions are met:

(1) in the case of redemption due to the occurrence of a

Regulatory Event, (i) the PRA considers such change to be

sufficiently certain and (ii) the Issuer demonstrates to the

satisfaction of the PRA that the Regulatory Event was not

reasonably foreseeable at the time of issuance of the Tier 2

Capital Notes; or

(2) in the case of redemption due to the occurrence of a Tax

Event, there is a change in the applicable tax treatment of

the relevant Tier 2 Capital Notes which the Issuer

demonstrates to the satisfaction of the PRA is material and

was not reasonably foreseeable at the time of issuance of

such Notes; or

(3) before or at the same time as such redemption or

repurchase of the relevant Tier 2 Capital Notes, the Issuer

replaces the Tier 2 Capital Notes with own funds

instruments of equal or higher quality at terms that are

sustainable for its income capacity and the PRA has

permitted that action on the basis of the determination that

it would be beneficial from a prudential point of view and

justified by exceptional circumstances; or

(4) the Tier 2 Capital Notes are repurchased for market

making purposes.

The rules under the UK CRD Regulation may be modified from time to time after

the date of this Base Prospectus.

11. Payments Bearer Notes

This Condition 11 (Payments Bearer Notes) is only applicable to Bearer Notes.

(a) Principal: Payments of principal shall be made only against presentation and

(provided that payment is made in full) surrender of Bearer Notes at the

Specified Office of any Paying Agent outside the United States by transfer to an

account denominated in that currency (or, if that currency is euro, any other

account to which euro may be credited or transferred) and maintained by the

payee with, a bank in the Principal Financial Centre of that currency.

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(b) Interest: Payments of interest shall, subject to Condition 11(i) (Payments

Bearer Notes Payments other than in respect of matured Coupons) below, be

made only against presentation and (provided that payment is made in full)

surrender of the appropriate Coupons at the Specified Office of any Paying

Agent outside the United States in the manner described in Condition 11(a)

(Payments Bearer Notes Principal) above.

in the CMU Service will be made to the Relevant Person(s) (as defined below).

In this paragraph, "Relevant Person(s)" means the person(s) shown in the

records of the CMU Service or otherwise as being credited with the interest(s) in

the relevant Bearer Note in accordance with the CMU Rules (as defined in the

Trust Deed) one business day prior to the relevant payment date. Payment made

in accordance thereof shall discharge the obligations of the Issuer in respect of

that payment.

(d) Payments in New York City: Payments of principal or interest may be made at

the Specified Office of a Paying Agent in New York City if (i) the Issuer has

appointed Paying Agents outside the United States with the reasonable

expectation that such Paying Agents will be able to make payment of the full

amount of the interest on the Notes in the currency in which the payment is due

when due; (ii) payment of the full amount of such interest at the offices of all

such Paying Agents is illegal or effectively precluded by exchange controls or

other similar restrictions; and (iii) payment is permitted by applicable United

States law.

(e) Payments subject to fiscal laws: Save as provided in Condition 13 (Taxation),

payments in respect of the Bearer Notes will be subject in all cases to any

applicable fiscal or other laws and regulations in the place of payment or other

laws and regulations to which the Issuer or its Agents agree to be subject and the

Issuer or any of its Paying Agents will not be liable for any taxes or duties of

whatever nature imposed or levied by such laws, regulations or agreements, and

no commissions or expenses shall be charged to the Noteholders or

Couponholders in respect of such payments.

(f) Deductions for unmatured Coupons: If the relevant Final Terms specifies that

the Fixed Rate Note Provisions are applicable and a Bearer Note is presented

without all unmatured Coupons relating thereto:

(i) if the aggregate amount of the missing Coupons is less than or equal to

the amount of principal due for payment, a sum equal to the aggregate

amount of the missing Coupons will be deducted from the amount of

principal due for payment; provided, however, that if the gross amount

available for payment is less than the amount of principal due for payment,

the sum deducted will be that proportion of the aggregate amount of such

missing Coupons which the gross amount actually available for payment

bears to the amount of principal due for payment; or

(ii) if the aggregate amount of the missing Coupons is greater than the amount

of principal due for payment:

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(A) so many of such missing Coupons shall become void (in inverse

order of maturity) as will result in the aggregate amount of the

remainder of such missing Coupons (the "Relevant Coupons")

being equal to the amount of principal due for payment; provided,

however, that where this Condition 11(f)(ii)(A)

(Payments - Bearer Notes Deductions for unmatured Coupons)

would otherwise require a fraction of a missing Coupon to become

void, such missing Coupon shall become void in its entirety; and

(B) a sum equal to the aggregate amount of the Relevant Coupons (or,

if less, the amount of principal due for payment) will be deducted

from the amount of principal due for payment; provided, however,

that, if the gross amount available for payment is less than the

amount of principal due for payment, the sum deducted will be

that proportion of the aggregate amount of the Relevant Coupons

(or, as the case may be, the amount of principal due for payment)

which the gross amount actually available for payment bears to the

amount of principal due for payment.

Each sum of principal so deducted shall be paid in the manner provided

in Condition 11(a) (Payments Bearer Notes Principal) above against

presentation and (provided that payment is made in full) surrender of the

relevant missing Coupons.

(g) Unmatured Coupons void: If the relevant Final Terms specifies that this

Condition 11(g) (Payments Bearer Notes Unmatured Coupons void) is

applicable, that the Reset Note Provisions are applicable or that the Floating Rate

Note Provisions are applicable, on the due date for final redemption of any Note

or early redemption in whole of such Note pursuant to Condition 10(b)

(Redemption and Purchase Redemption for tax reasons), Condition 10(c)

(Redemption and Purchase Redemption at the option of the Issuer), Condition

10(e) (Redemption and Purchase Regulatory Event Redemption of Tier 2

Capital Notes), Condition 10(f) (Redemption and Purchase Loss Absorption

Disqualification Event Redemption of Senior Notes) or Condition 14

(Enforcement Events and Remedies), all unmatured Coupons relating thereto

(whether or not still attached) shall become void and no payment will be made

in respect thereof.

(h) Payments on business days: If the due date for payment of any amount in respect

of any Bearer Note or Coupon is not a Payment Business Day in the place of

presentation, the Holder shall not be entitled to payment in such place of the

amount due until the next succeeding Payment Business Day in such place and

shall not be entitled to any further interest or other payment in respect of any

such delay.

(i) Payments other than in respect of matured Coupons: Payments of interest other

than in respect of matured Coupons shall be made only against presentation of

the relevant Bearer Notes at the Specified Office of any Paying Agent outside

the United States (or in New York City if permitted by Condition 11(d)

(Payments Bearer Notes Payments in New York City) above).

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(j) Partial payments: If a Paying Agent makes a partial payment in respect of any

Bearer Note or Coupon presented to it for payment, such Paying Agent will

endorse thereon a statement indicating the amount and date of such payment.

(k) Exchange of Talons: On or after the maturity date of the final Coupon which is

(or was at the time of issue) part of a Coupon Sheet relating to the Bearer Notes,

the Talon forming part of such Coupon Sheet may be exchanged at the Specified

Office of the Principal Paying Agent for a further Coupon Sheet (including, if

appropriate, a further Talon but excluding any Coupons in respect of which

claims have already become void pursuant to Condition 15 (Prescription)). Upon

the due date for redemption of any Bearer Note, any unexchanged Talon relating

to such Note shall become void and no Coupon will be delivered in respect of

such Talon.

12. Payments Registered Notes

This Condition 12 (Payments Registered Notes) is only applicable to Registered

Notes.

(a) Principal: Payments of principal shall be made by transfer to an account

denominated in that currency (or, if that currency is euro, any other account to

which euro may be credited or transferred) and maintained by the payee with, a

bank in the Principal Financial Centre of that currency and (in the case of

redemption) upon surrender (or, in the case of part payment only, endorsement)

of the relevant Certificates at the Specified Office of any Paying Agent.

(b) Interest: Payments of interest shall be made by transfer to an account

denominated in that currency (or, if that currency is euro, any other account to

which euro may be credited or transferred) and maintained by the payee with, a

bank in the Principal Financial Centre of that currency and (in the case of interest

payable on redemption) upon surrender (or, in the case of part payment only,

endorsement) of the relevant Certificates at the Specified Office of any Paying

Agent.

held in the CMU Service will be made to the Relevant Person(s) (as defined

below). In this paragraph, "Relevant Person(s)" means the person(s) shown in

the records of the CMU Service or otherwise as being credited with the interest(s)

in the relevant Registered Note in accordance with the CMU Rules (as defined

in the Trust Deed) one business day prior to the relevant payment date. Payment

made in accordance thereof shall discharge the obligations of the Issuer in

respect of that payment.

(d) Payments subject to fiscal laws: Save as provided in Condition 13 (Taxation),

payments in respect of the Registered Notes will be subject in all cases to any

applicable fiscal or other laws and regulations in the place of payment or other

laws and regulations to which the Issuer or its Agents agree to be subject and the

Issuer or any of its agents will not be liable for any taxes or duties of whatever

nature imposed or levied by such laws, regulations or agreements, and no

commissions or expenses shall be charged to the Noteholders in respect of such

payments.

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(e) Payments on business days: Where payment is to be made by transfer to an

account, payment instructions (for value the due date, or, if the due date is not

Payment Business Day, for value the next succeeding Payment Business Day)

will be initiated (i) (in the case of payments of principal and interest payable on

redemption) on the later of the due date for payment and the day on which the

relevant Certificate is surrendered (or, in the case of part payment only, endorsed)

at the Specified Office of a Paying Agent; and (ii) (in the case of payments of

interest payable other than on redemption) on the due date for payment. A Holder

of a Registered Note shall not be entitled to any interest or other payment in

respect of any delay in payment resulting from the due date for a payment not

being a Payment Business Day.

(f) Partial payments: If a Paying Agent makes a partial payment in respect of any

Registered Note, the Issuer shall procure that the amount and date of such

payment are noted on the Register and, in the case of partial payment upon

presentation of a Certificate, that a statement indicating the amount and the date

of such payment is endorsed on the relevant Certificate.

(g) Record date: Each payment in respect of a Registered Note will be made to the

person shown as the Holder in the Register at the opening of business in the place

of the Registrar's Specified Office on the 15

day before the due date for such

payment (the "Record Date").

13. Taxation

(a) Gross up: Except as otherwise specified in the relevant Final Terms, all

payments of principal and interest in respect of the Notes and the Coupons by or

on behalf of the Issuer shall be made free and clear of, and without withholding

or deduction for or on account of, any present or future taxes, duties, assessments

or governmental charges of whatever nature imposed or levied by or on behalf

of the United Kingdom or any political subdivision therein or any authority

therein or thereof having power to tax (each, a "Taxing Jurisdiction"), unless

the withholding or deduction of such taxes, duties, assessments, or governmental

charges is required by law.

In that event, the Issuer shall pay such additional amounts ("Additional

Amounts") as will result in receipt by the Noteholders and the Couponholders

after such withholding or deduction of such amounts as would have been

received by them had no such withholding or deduction been required, except

that no such additional amounts shall be payable with respect to any Note or

Coupon:

(i) held by or on behalf of a Holder which is liable to such taxes, duties,

assessments or governmental charges in respect of such Note or Coupon

by reason of its having some connection with the United Kingdom other

than the mere holding of the Note or Coupon;

(ii) unless it is proved, to the satisfaction of the Principal Paying Agent or the

Transfer and Paying Agent to whom the same is presented, that the Holder

is unable to avoid such withholding or deduction by satisfying any

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statutory requirement or by making a declaration of non-residence or

other similar claim for exemption to the relevant tax authorities; or

(iii) where the relevant Note or Coupon or Certificate is presented or

surrendered for payment more than 30 days after the Relevant Date

except to the extent that the Holder of such Note or Coupon would have

been entitled to such additional amounts on presenting or surrendering

such Note or Coupon or Certificate for payment on the last day of such

period of 30 days.

(b) Any reference in these Conditions to principal in respect of the Notes of any

Series shall be deemed to include, as applicable:

(i) any additional amounts which may be payable with respect to principal

under this Condition 13 (Taxation) or pursuant to any undertakings given

in addition thereto or in substitution therefor pursuant to the Trust Deed;

(ii) the redemption amount payable on such Notes on their Maturity Date;

(iii) the redemption amount payable on redemption of such Notes prior to such

Maturity Date; and

(iv) any premium and any other amounts which may be payable under or in

respect of such Notes.

shall be deemed to include, as applicable, any additional amounts which may be

payable with respect to interest under this Condition 13 (Taxation) or pursuant

to any undertakings given in addition thereto or in substitution therefor pursuant

to the Trust Deed.

(d) For the avoidance of doubt, any amounts to be paid by the Issuer on the Notes

will be paid net of any deduction or withholding imposed or required pursuant

to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as

amended (the "Code"), any current or future regulations or official

interpretations thereof, any agreement entered into pursuant to Section 1471(b)

of the Code, any intergovernmental agreement, or any fiscal or regulatory

legislation, rules or practices adopted pursuant to any intergovernmental

agreement entered into in connection with the implementation of such Sections

of the Code (or any law implementing such an intergovernmental agreement) (a

"FATCA Withholding Tax"), and the Issuer will not be required to pay

Additional Amounts on account of any FATCA Withholding Tax.

14. Enforcement Events and Remedies

(a) Enforcement Events: If any of the following events occurs and is continuing,

then the Trustee at its discretion may and, if so requested in writing by Holders

of at least one quarter of the aggregate principal amount of the outstanding Notes

or if so directed by an Extraordinary Resolution, shall (subject to the Trustee

having been indemnified and/or secured and/or pre-funded to its satisfaction),

without further notice:

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(i) Non-payment: in the event that any principal or interest on the Notes has

not been paid within 14 days from the due date for payment and such sum

has not been duly paid within a further 14 days following written notice

from the Trustee to the Issuer requiring the non-payment to be made good,

institute proceedings in a court of competent jurisdiction in England (or

such other jurisdiction in which the Issuer is organised) (but not

elsewhere) for the winding up of the Issuer and/or prove in its winding-

up and/or claim in its liquidation or administration, provided that the

Issuer shall not be in default if during the 14 days after the Trustee's notice

it satisfies the Trustee that such sums were not paid in order to comply

with a mandatory law, regulation or order of any court of competent

jurisdiction. Where there is doubt as to the validity or applicability of any

such law, regulation or order, the Issuer will not be in default if it acts on

the advice given to it during such 14-day period by independent legal

advisers approved by the Trustee; or

(ii) Breach of other obligations (other than non-payment): institute such

proceedings against the Issuer as it may think fit to enforce any term,

obligation or condition binding on the Issuer under the Notes or Coupons

or the terms of the Trust Deed relating thereto (other than any payment

obligation of the Issuer under or arising from the relevant Notes or

Coupons or the Trust Deed, including, without limitation, payment of any

principal or interest, including any Additional Amounts); provided

always that the Trustee (acting on behalf of the Holders but not the

Trustee acting in its personal capacity under the Trust Deed) and the

Holders may not enforce, and may not be entitled to enforce or otherwise

claim, against the Issuer any judgment or other award given in such

proceedings that requires the payment of money by the Issuer, whether

by way of damages or otherwise (a "Monetary Judgment"), except by

proving such Monetary Judgment in a winding-up of the Issuer and/or

claiming such Monetary Judgment in an administration of the Issuer.

Nothing in this Condition 14 (Enforcement Events and Remedies) shall

affect or prejudice the payment of the costs, charges, expenses, liabilities

or remuneration of the Trustee or the rights and remedies of the Trustee

in respect thereof.

(b) Winding-up: If a Winding-up Event occurs, the Trustee at its discretion may and,

if so requested in writing by the Holders of at least one quarter of the aggregate

principal amount of the outstanding relevant Notes or if so directed by an

Extraordinary Resolution, shall (subject to the Trustee having been indemnified

and/or secured and/or prefunded to its satisfaction) declare the Notes to be due

and repayable immediately (and the Notes shall thereby become so due and

repayable) at their Early Termination Amount together with any accrued but

unpaid interest as provided in the Trust Deed and payments are subject to the

subordination provisions set out in Condition 4(b) (Status Tier 2 Capital Notes)

(if applicable).

the Coupons (if any) appertaining thereto shall be entitled to institute any of the

proceedings or take the steps or actions referred to in this Condition 14

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(Enforcement Events and Remedies) or to prove in the winding up of the Issuer

except that if the Trustee, having become bound to proceed against the Issuer as

aforesaid, fails to do so or, being able to prove in such winding up, fails to do so,

in each case within a reasonable period, and in each such case such failure shall

be continuing, then any such holder may himself institute such proceedings or

take such steps or actions and/or prove in such winding up to the same extent

(but not further or otherwise) that the Trustee would have been entitled so to do

in respect of his Notes and/or Coupons. No remedy against the Issuer other than

the institution of the proceedings referred to in this Condition 14 (Enforcement

Events and Remedies) or proving in the winding up of the Issuer, shall be

available to the Trustee or the Holders of the Notes or the Coupons (if any)

appertaining thereto whether for the recovery of amounts owing in respect of the

Notes or Coupons or under the Trust Deed in relation thereto (other than in the

case of any amounts due to the Trustee in respect of its costs, charges, expenses,

liabilities or remuneration of the Trustee or the rights and remedies of the Trustee

in respect thereof) or in respect of any breach by the Issuer of any of its other

obligations under or in respect of the Notes or Coupons or under the Trust Deed

in relation thereto.

15. Prescription

Claims for principal in respect of Bearer Notes shall become void unless the relevant

Bearer Notes are presented for payment within 10 years of the appropriate Relevant

Date. Claims for interest in respect of Bearer Notes shall become void unless the

relevant Coupons are presented for payment within five years of the appropriate

Relevant Date. Claims for principal and interest in respect of Registered Notes shall

become void unless the relevant Certificates are surrendered for payment within 10

years of the appropriate Relevant Date.

16. Replacement of Notes and Coupons

If any Note, Certificate or Coupon is lost, stolen, mutilated, defaced or destroyed, it may

be replaced at the Specified Office of the Principal Paying Agent, in the case of Bearer

Notes, or the Registrar, in the case of Registered Notes (and for so long as the Notes are

admitted to listing and/or trading by the competent listing authority and/or stock

exchange which requires the appointment of a Paying Agent or Transfer Agent in any

particular place, the Paying Agent or Transfer Agent having its Specified Office in the

place required by the competent listing authority and/or stock exchange), subject to all

applicable laws and competent listing authority and/or stock exchange requirements,

upon payment by the claimant of the expenses incurred in connection with such

replacement and on such terms as to evidence, security, indemnity and otherwise as the

Issuer may reasonably require. Mutilated or defaced Notes, Certificates or Coupons or

Talons must be surrendered before replacements will be issued.

17. Trustee and Agents

Under the Trust Deed, the Trustee is entitled to be indemnified and/or secured and/or

pre-funded before taking any steps or actions or initiating any proceedings and relieved

from responsibility in certain circumstances and to be paid its costs, fees and expenses

in priority to the claims of the Noteholders. In addition, the Trustee is entitled to enter

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into business transactions with the Issuer and any entity relating to the Issuer without

accounting for any profit.

In acting under the Agency Agreement and in connection with the Notes and the

Coupons, the Agents act solely as agent of the Issuer and (to the extent provided therein)

the Trustee and do not assume any obligations towards or relationship of agency or trust

for or with any of the Noteholders or Couponholders.

The initial Agents and their initial Specified Offices are listed below. The initial Agent

Bank (if any) is specified in the relevant Final Terms. If any additional Agents are

appointed in connection with any Series, the names of such Agents will be specified in

Part B of the relevant Final Terms. The Issuer reserves the right (with the prior approval

of the Trustee) at any time to vary or terminate the appointment of any Agent and to

appoint a successor fiscal agent or registrar or Agent Bank and additional or successor

paying agents; provided, however, that:

(i) the Issuer shall at all times maintain a Principal Paying Agent, a Registrar and a

CMU Lodging and Paying Agent in relation to Notes accepted for clearance

through the CMU Service;

(ii) if an Agent Bank is specified in the relevant Final Terms, the Issuer shall at all

times maintain an Agent Bank; and

(iii) for so long as the Notes are admitted to listing and/or trading by the competent

listing authority and/or stock exchange which requires the appointment of a

Paying Agent or Transfer Agent in any particular place, the Issuer shall maintain

a Paying Agent and/or a Transfer Agent having its Specified Office in the place

required by the competent listing authority and/or stock exchange.

Notice of any change in any of the Agents or in their Specified Offices shall promptly

be given to the Noteholders in accordance with Condition 20 (Notices).

18. Meetings of Noteholders; Modification and Waiver; Substitution

(a) Meetings of Noteholders: The Trust Deed contains provisions for convening

meetings of Noteholders to consider matters relating to the Notes, including the

modification of any provision of these Conditions by Extraordinary Resolution

subject to Condition 18(d) (Meetings of Noteholders; Modification and Waiver;

Substitution Relevant Authority notice or consent) below.

Such a meeting may be convened by the Issuer or by the Trustee and, subject to

the Trustee being indemnified and/or secured and/or prefunded to its satisfaction,

shall be convened by the Trustee upon the request in writing of Noteholders

holding not less than one-tenth of the aggregate principal amount of the

outstanding Notes. The quorum at any meeting convened to vote on an

Extraordinary Resolution will be one or more persons holding or representing

not less than a clear majority in aggregate principal amount of the outstanding

Notes or, at any adjourned meeting, one or more Persons being or representing

Noteholders whatever the principal amount of the Notes held or represented;

provided, however, that Reserved Matters (as defined in the Trust Deed) may

only be sanctioned by an Extraordinary Resolution passed at a meeting of

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Noteholders at which one or more persons holding or representing not less than

two-thirds, or at any adjourned meeting not less than one-third of the aggregate

principal amount of the outstanding Notes form a quorum. Any Extraordinary

Resolution duly passed at any such meeting shall be binding on all the

Noteholders and Couponholders, whether present or not.

Any such meeting of the Noteholders may be convened at a physical location, or

use such other method (which may include, without limitation, a conference call

or video conference) as the Trustee may determine in accordance with the

provisions of the Trust Deed.

In addition, a resolution in writing signed by or on behalf of the holders of at

least 75 per cent. in aggregate principal amount of the outstanding Notes who for

the time being are entitled to receive notice of a meeting of Noteholders under

the Trust Deed will take effect as if it were an Extraordinary Resolution. Such a

resolution in writing may be contained in one document or several documents in

the same form, each signed by or on behalf of one or more Noteholders.

The Trust Deed contains provisions for convening a single meeting of the holders

of Notes of more than one Series in certain circumstances where the Trustee so

decides.

(b) Modification and waiver: Subject to certain exceptions and Condition 18(d)

(Meetings of Noteholders; Modification and Waiver; Substitution Relevant

Authority notice or consent) below, the Trustee may, without the consent of the

Noteholders, agree to any modification of the Trust Deed or the Notes (other

than in respect of a Reserved Matter) which is, in the opinion of the Trustee,

proper to make if, in the opinion of the Trustee, such modification will not be

materially prejudicial to the interests of Noteholders and to any modification of

the Notes or the Trust Deed which is of a formal, minor or technical nature or is

to correct a manifest error. In addition, the Trustee shall be obliged to agree to

such modifications to the Trust Deed, the Agency Agreement and these

Conditions as may be required in order to give effect to Condition 7(g) (Floating

Benchmark Replacement) in

connection with implementing any Alternative Reference Rate, Successor Rate,

Adjustment Spread or related changes referred to in Condition 7(g) (Floating

Benchmark Replacement) or to

give effect to Condition 7(h) (Floating Rate Provisions and Benchmark

Replacement Effect of Benchmark Transition Event) in connection with

implementing any Benchmark Replacement, Benchmark Replacement

Adjustment, Benchmark Replacement Conforming Changes or related changes

referred to in Condition 7(h) (Floating Rate Provisions and Benchmark

Replacement Effect of Benchmark Transition Event) without the requirement

for the consent or sanction of the Noteholders. In addition, the Trustee may,

without the consent of the Noteholders, authorise or waive any proposed breach

or breach of the Notes or the Trust Deed (other than a proposed breach or breach

relating to the subject of a Reserved Matter) if, in the opinion of the Trustee, the

interests of the Noteholders will not be materially prejudiced thereby.

In addition, the Trustee may determine, without the consent of the holders of

Notes of any Series or holders of the Coupons (if any) appertaining thereto

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(except as set out in the Trust Deed), that any Default or Potential Default (both

as defined in the Trust Deed) shall not be treated as such for the purpose of the

Trust Deed and such Notes if, in the opinion of the Trustee, the interests of the

relevant Noteholders would not be materially prejudiced thereby.

Unless the Trustee agrees otherwise, any such authorisation, waiver or

modification shall be notified to the Noteholders as soon as practicable

thereafter.

Modification and Waiver; Substitution Relevant Authority notice or consent)

below, (ii) such amendment of the Trust Deed and (iii) such other conditions as

the Trustee may require, but without the consent of the Noteholders, the Trustee

may also agree, subject to such Notes and Coupons being or, where appropriate,

remaining irrevocably guaranteed by the Issuer (on a subordinated basis in the

case of Tier 2 Capital Notes), to the substitution of any subsidiary of the Issuer

in place of the Issuer as principal debtor under such Notes and in each case the

Coupons (if any) appertaining thereto and the Trust Deed in so far as it relates to

such Notes.

In the case of a substitution under this Condition 18 (Meetings of Noteholders;

Modification and Waiver; Substitution), the Trustee may agree, without the

consent of the holders of the Notes of the relevant Series or of the Coupons (if

any) appertaining thereto, to a change of the law governing such Notes and/or

Coupons and/or the Trust Deed in so far as it relates to such Notes provided that

such change would not in the opinion of the Trustee be materially prejudicial to

the interests of the holders of the Notes of such Series.

(d) Relevant Authority notice or consent: The provisions relating to the Notes shall

only be capable of modification or waiver and the Issuer may only be substituted

in accordance with Condition 18(c) (Meetings of Noteholders; Modification and

Waiver; Substitution Substitution) above, if the Issuer has notified the Relevant

Authority of such modification, waiver or substitution and/or obtained the prior

consent of the Relevant Authority, as the case may be, (if such notice and/or

consent is then required by the Capital Regulations). Wherever such

modification or waiver is proposed, a meeting of Holders in respect thereof is

proposed or a substitution of the Issuer is proposed in accordance with Condition

18(c) (Meetings of Noteholders; Modification and Waiver; Substitution

Substitution) above, the Issuer shall provide to the Trustee a certificate signed by

two Authorised Signatories, certifying either that (i) it has notified the Relevant

Authority of, and/or received the Relevant Authority's consent to such

modification, waiver or substitution, as the case may be; or (ii) that the Issuer is

not required to notify the Relevant Authority of, and/or obtain the Relevant

Authority's consent to, such modification, waiver or substitution. The Trustee

shall be entitled to rely absolutely on such certificate without further enquiry and

without liability for so doing.

(e) Effect for the Holders: Any such modification, waiver, authorisation or

substitution shall be binding on all the Noteholders and Couponholders of the

relevant Series and, unless the Trustee agrees otherwise, shall be notified to the

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holders of Notes of that Series as soon as practicable thereafter in accordance

with Condition 20 (Notices).

In connection with the exercise of its powers, trusts, authorities or discretions

(including, but not limited to, those in relation to any such modification, waiver,

authorisation or substitution as aforesaid) the Trustee shall have regard to the

interests of the holders of the Notes of the relevant Series as a class and in

particular, but without limitation, shall not have regard to the consequences of

such exercise for individual Noteholders or Couponholders resulting from the

individual Noteholders or Couponholders being for any purpose domiciled or

resident in, or otherwise connected with, or subject to the jurisdiction of, any

particular territory and the Trustee shall not be entitled to require, nor shall any

Noteholder or Couponholder be entitled to claim, from the Issuer any

indemnification or payment in respect of any tax consequences of any such

exercise upon individual Noteholders or Couponholders.

19. Further Issues

The Issuer may from time to time, without the consent of the Noteholders and in

accordance with the Trust Deed, create and issue further notes having the same terms

and conditions as the Notes in all respects (or in all respects except for the first payment

of interest) so as to form a single series with the Notes. The Issuer may from time to

time, with the consent of the Trustee, create and issue other series of notes having the

benefit of the Trust Deed.

20. Notices

(a) Bearer Notes: Notices to the Holders of Bearer Notes shall be valid if published

in a leading English language daily newspaper published in London (which is

expected to be the Financial Times) or, if such publication is not practicable, in

a leading English language daily newspaper having general circulation in Europe.

Any such notice shall be deemed to have been given on the date of first

publication (or if required to be published in more than one newspaper, on the

first date on which publication shall have been made 5in all the required

newspapers). Couponholders shall be deemed for all purposes to have notice of

the contents of any notice given to the Holders of Bearer Notes.

(b) Registered Notes: Notices to the Holders of Registered Notes shall be sent to

them by first class mail (or its equivalent) or (if posted to an overseas address)

by airmail at their respective addresses on the Register. Any such notice shall be

deemed to have been given on the fourth day after the date of mailing.

21. Rounding

For the purposes of any calculations referred to in these Conditions, (a) all percentages

resulting from such calculations will be rounded, if necessary, to the nearest one

hundred-thousandth of a percentage point (with 0.000005 per cent. being rounded up to

0.00001 per cent.), (b) all United States dollar amounts used in or resulting from such

calculations will be rounded to the nearest cent (with one half cent being rounded up),

downwards to the next lower whole Japanese Yen amount, and (d) all amounts

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denominated in any other currency used in or resulting from such calculations will be

rounded to the nearest two decimal places in such currency, with 0.005 being rounded

upwards.

22. Contracts (Rights of Third Parties) Act 1999

No person shall have any right to enforce any term or condition of any Note by virtue

of the Contracts (Rights of Third Parties) Act 1999.

23. Governing Law and Jurisdiction

(a) Governing law: The Notes and the Trust Deed, and all non-contractual

obligations arising out of or in connection with the Notes and the Trust Deed,

are governed by English law.

(b) Jurisdiction: The parties to the Trust Deed have (i) agreed that the courts of

England shall have exclusive jurisdiction to settle any dispute (a "Dispute")

arising out of or in connection with the Notes; and (ii) agreed that those courts

are the most appropriate and convenient courts to settle any Dispute and,

accordingly, that they will not argue that any other courts are more appropriate

or convenient.

24. Recognition of UK Bail-in Power

(a) Agreement and Acknowledgement with Respect to the Exercise of the UK Bail-

in Power: Notwithstanding and to the exclusion of any other term of any Series

of Notes or any other agreements, arrangements, or understandings between the

Issuer and any Holder (or the Trustee on behalf of the Holders), by its acquisition

of the Notes, each Holder acknowledges and accepts that the Amounts Due

arising under the Notes may be subject to the exercise of the UK Bail-in Power

by the Resolution Authority, and acknowledges, accepts, consents, and agrees to

be bound by:

(i) the effect of the exercise of the UK Bail-in Power by the Resolution

Authority, that may include and result in any of the following, or some

combination thereof:

(A) the reduction of all, or a portion, of the Amounts Due;

(B) the conversion of all, or a portion, of the Amounts Due in respect

of the Notes into shares, other securities or other obligations of the

Issuer or another person (and the issue to or conferral on the

Holder of such shares, securities or obligations), including by

means of an amendment, modification or variation of the terms of

the Notes;

(D) the amendment or alteration of the maturity of the Notes or

amendment of the amount of interest payable on the Notes, or the

date on which the interest becomes payable, including by

suspending payment for a temporary period;

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(ii) the variation of the terms of the Notes, as determined by the Resolution

Authority, to give effect to the exercise of the UK Bail-in Power by the

Resolution Authority.

(b) Definitions: For the purposes of this Condition 24 (Recognition of UK Bail-in

Power):

"Amounts Due" means the principal amount of, and any accrued but unpaid

interest on, the Notes. References to such amounts will include amounts that

have become due and payable, but which have not been paid, prior to the exercise

of the UK Bail-in Power by the Resolution Authority.

"UK Bail-in Power" means any write-down, conversion, transfer, modification

and/or suspension power existing from time to time under any laws, regulations,

rules or requirements relating to the resolution of banks, banking group

companies, credit institutions and/or investment firms incorporated in the United

Kingdom in effect and applicable in the United Kingdom to the Issuer or other

members of the Group, including but not limited to any such laws, regulations,

rules or requirements that are implemented, adopted or enacted within the

context of any applicable European Union directive or regulation of the

European Parliament and of the Council establishing a framework for the

recovery and resolution of credit institutions and investment firms, and/or within

the context of a resolution regime in the United Kingdom under the Banking Act

2009, as the same has been or may be amended from time to time (whether

pursuant to the Financial Services (Banking Reform) Act 2013, secondary

legislation or otherwise), pursuant to which obligations of a bank, banking group

company, credit institution or investment firm or any of its affiliates can be

reduced, cancelled, amended, transferred and/or converted into shares or other

securities or obligations of the obligor or any other person.

payment of Amounts Due in relation to the Notes, will become due and payable

or be paid after the exercise of any UK Bail-in Power by the Resolution

Authority if and to the extent such amounts have been reduced, converted,

written-down, cancelled, amended or altered as a result of such exercise.

(d) Event of Default: Neither a reduction or cancellation, in part or in full, of the

Amounts Due, the conversion thereof into another security or obligation of the

Issuer or another person, as a result of the exercise of the UK Bail-in Power by

the Resolution Authority with respect to the Issuer, nor the exercise of the UK

Bail-in Power by the Resolution Authority with respect to the Notes will

constitute an event of default or Default for any purpose.

(e) Notice: Upon the exercise of the UK Bail-in Power by the Resolution Authority

with respect to any Notes, the Issuer shall immediately notify the Trustee and

the Principal Paying Agent in writing of such exercise and give notice of the

same to Holders in accordance with Condition 20 (Notices). Any delay or failure

by the Issuer in delivering any notice referred to in this Condition 24(e)

(Recognition of UK Bail-in Power Notice) shall not affect the validity and

enforceability of the UK Bail-in Power.

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SCHEDULE 2

PART A

FORM OF TEMPORARY GLOBAL NOTE

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE

SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,

INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF

THE INTERNAL REVENUE CODE.]

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.

SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR WITH ANY SECURITIES

REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE

UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE

TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN

EXEMPTION FROM THE REGISTRATION UNDER THE SECURITIES ACT.

[[CMU Instrument No.]/[ISIN]:

[Common Code:

BARCLAYS PLC

(incorporated with limited liability under the laws of England and Wales under the

Companies Acts 1948 to 1980 with registered number 48839)

Debt Issuance Programme

TEMPORARY GLOBAL NOTE

[Registered Holder

This is to certify that:

HONG KONG MONETARY AUTHORITY

(as operator of the Central Moneymarkets Unit Service)

is the person registered in the register maintained by the CMU Lodging Agent in relation to the

Notes (the "Register") as the duly registered holder (the "Holder") of an aggregate principal

amount of Notes equal to the Aggregate Nominal Amount specified in the Final Terms, Pricing

Supplement or Drawdown Prospectus (as applicable and each as defined below) or if the

Aggregate Nominal Amount in respect of the Series specified in the Final Terms, Pricing

Supplement or Drawdown Prospectus (as applicable) is different from the Aggregate Nominal

Amount in respect of the Tranche specified in the Final Terms, Pricing Supplement or

Drawdown Prospectus (as applicable), the Aggregate Nominal Amount in respect of the

Tranche specified in such Final Terms, Pricing Supplement or Drawdown Prospectus.]

Legend to appear on every Note with a maturity of more than one year.

To be inserted into all Global Notes issued through the CMU.

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1. INTRODUCTION

1.1 The Notes

This Temporary Global Note is issued in respect of the notes (the "Notes") of Barclays

PLC (the "Issuer") described in the final terms (the "Final Terms"), pricing

supplement ("Pricing Supplement") or drawdown prospectus ("Drawdown

Prospectus"), a copy of which is annexed hereto. If a Pricing Supplement or

Drawdown Prospectus is annexed hereto, each reference in this Temporary Global Note

to "Final Terms" shall be read and construed as a reference to the final terms of the

Notes set out in such Pricing Supplement or Drawdown Prospectus, as applicable. The

Notes:

1.1.1

Trust Deed: are subject to, and have the benefit of, a trust deed dated 7 March

2023 (as amended or supplemented from time to time, the "Trust Deed") made

between the Issuer and The Bank of New York Mellon, London Branch as

trustee (the "Trustee", which expression includes all persons for the time being

appointed trustee or trustees under the Trust Deed); and

1.1.2

Agency Agreement: are the subject of an agency agreement dated 7 March 2023

(as amended or supplemented from time to time, the "Agency Agreement")

made between the Issuer, The Bank of New York Mellon, London Branch as

principal paying agent (the "Principal Paying Agent", which expression

includes any successor principal paying agent appointed from time to time in

connection with the Notes), The Bank of New York Mellon, Hong Kong Branch

as CMU Lodging and Paying Agent (the "CMU Lodging and Paying Agent",

which expression includes any successor CMU lodging and paying agent

appointed from time to time in connection with the Notes), the other agents

named therein (together with the Principal Paying Agent, the CMU Lodging

and Paying Agent, the "Agents", which expression includes any successor or

additional agents appointed from time to time in connection with the Notes) and

the Trustee.

1.2 Construction

All references in this Temporary Global Note to an agreement, instrument or other

document (including the Agency Agreement and the Trust Deed) shall be construed as

a reference to that agreement, instrument or other document as the same may be

amended, supplemented, replaced or novated from time to time provided that, in the

case of any amendment, supplement, replacement or novation made after the date

hereof, it is made in accordance with the Conditions. Headings and sub-headings are

for ease of reference only and shall not affect the construction of this Temporary Global

Note.

1.3 References to Conditions

Any reference herein to the "Conditions" is to the Conditions as defined in the Trust

Deed, as supplemented, amended and/or completed by the Final Terms, and any

reference to a numbered "Condition" is to the correspondingly numbered provision

thereof. Words and expressions defined in the Conditions shall have the same meanings

when used in this Temporary Global Note.

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2. PROMISE TO PAY

2.1 Pay to bearer

The Issuer, for value received, promises to pay to the bearer of this Temporary Global

Note, in respect of each Note represented by this Temporary Global Note, the

Redemption Amount on the Maturity Date or on such earlier date or dates as the same

may become payable in accordance with the Conditions (or to pay such other amounts

of principal on such dates as may be specified in the Final Terms), and to pay interest

on each such Note on the dates and in the manner specified in the Conditions, together

with any additional amounts payable in accordance with the Conditions, all subject to

and in accordance with the Conditions; provided, however, that such interest shall be

payable only:

2.1.1

Before the Exchange Date: in the case of interest falling due before the

Exchange Date (as defined below), to the extent that [a certificate or certificates

issued by Euroclear Bank S.A./N.V. ("Euroclear") and/or Clearstream Banking,

S.A. ("Clearstream, Luxembourg", together with Euroclear, the international

central securities depositaries or "ICSDs") and/or any other relevant clearing

system dated not earlier than the date on which such interest falls due and in

substantially the form set out in Schedule 3 (Form of Euroclear/Clearstream,

Luxembourg Certification) hereto]/[the person(s) shown in the records of the

Central Moneymarkets Unit ("CMU Service") or otherwise prior to the

Exchange Date as being credited with the interest(s) in such Temporary Global

Note in accordance with the CMU Rules at the relevant time deliver(s) a

certificate in substantially the form set out in Schedule 2 (Form of [CMU]

Accountholder's Certification) hereto or such other form as customarily used in

such circumstances for Notes cleared through the CMU Service] is/are delivered

to the Specified Office of the [Principal Paying Agent]/[CMU Lodging and

Paying Agent]; or

2.1.2

Failure to exchange: in the case of interest falling due at any time, to the extent

that the Issuer has failed to procure the exchange for a permanent global note of

that portion of this Temporary Global Note in respect of which such interest has

accrued.

2.2 [NGN] Principal Amount

[If the Final Terms specify that the New Global Note form is applicable, this Temporary

Global Note shall be a "New Global Note" or "NGN" and the principal amount of

Notes represented by this Temporary Global Note shall be the aggregate amount from

time to time entered in the records of both ICSDs. The records of the ICSDs (which

expression in this Temporary Global Note means the records that each ICSD holds for

its customers which reflect the amount of such customers' interests in the Notes (but

excluding any interest in any Notes of one ICSD shown in the records of another ICSD))

shall be conclusive evidence of the principal amount of Notes represented by this

Temporary Global Note and, for these purposes, a statement issued by an ICSD (which

statement shall be made available to the bearer upon request) stating the principal

amount of Notes represented by this Temporary Global Note at any time shall be

conclusive evidence of the records of the ICSD at that time.

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2.3 CGN Principal Amount

If the Final Terms specify that the New Global Note form is not applicable, this

Temporary Global Note shall be a "Classic Global Note" or "CGN" and] the principal

amount of Notes represented by this Temporary Global Note shall be the amount stated

in the Final Terms or, if lower, the principal amount most recently entered by or on

behalf of the Issuer in the relevant column in Schedule 1 (Payments, Exchange and

Cancellation of Notes).

3. NEGOTIABILITY

This Temporary Global Note is negotiable and, accordingly, title to this Temporary

Global Note shall pass by delivery.

4. EXCHANGE

4.1 Permanent Global Note

If the Final Terms specify the form of Notes as being "Temporary Global Note

exchangeable for a Permanent Global Note", then on or after the day following the

expiry of 40 days after the date of issue of this Temporary Global Note (the "Exchange

Date"), the Issuer shall procure (in the case of first exchange) the delivery of a

Permanent Global Note (which expression has the meaning given in the Trust Deed) in

accordance with the Agency Agreement to the bearer of this Temporary Global Note

or (in the case of any subsequent exchange) an increase in the principal amount of the

Permanent Global Note in accordance with its terms against:

4.1.1

Presentation and surrender: presentation and (in the case of final exchange)

presentation and surrender of this Temporary Global Note to or to the order of

the [Principal Paying Agent]/[CMU Lodging and Paying Agent]; and

4.1.2

Certification: receipt by the [Principal Paying Agent]/[CMU Lodging and

Paying Agent] of a certificate or certificates issued by [Euroclear and/or

Clearstream, Luxembourg and/or any other relevant clearing system]/[each

CMU Accountholder as shown in the records of the CMU Service or otherwise

prior to any Exchange Date as being credited with the interest(s) in such

Temporary Global Note in accordance with the CMU Rules (which expression

has the meaning given in the Trust Deed)] dated not earlier than the Exchange

Date and in substantially the form set out in [Schedule 3 (Form of

Euroclear/Clearstream, Luxembourg Certification) hereto]/[Schedule 2 (Form

of [CMU] Accountholder's Certification) hereto or such other form as

customarily used in such circumstances for Notes cleared through the CMU

Service].

The principal amount of Notes represented by the Permanent Global Note shall be equal

to the aggregate of the principal amounts specified in [the certificates issued by

Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing

system,]/[the records of the CMU Service] and received by the [Principal Paying

Agent]/[CMU Lodging and Paying Agent]; provided, however, that in no

circumstances shall the principal amount of Notes represented by the Permanent Global

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Note exceed the initial principal amount of Notes represented by this Temporary Global

Note.

The CMU Service may require that any such exchange for a Permanent Global Note is

made in whole and not in part and in such event, no such exchange will be effected until

all relevant account holders (as shown in the records of the CMU Service or otherwise

prior to any Exchange Date as being credited with the interest(s) in such Temporary

Global Note in accordance with the CMU Rules) have so certified.

4.2 Definitive Notes; Not D Rules

If the Final Terms specify the form of Notes as being "Temporary Global Note

exchangeable for Definitive Notes" and also specify that the C Rules are applicable or

that neither the C Rules nor the D Rules are applicable, then on or after the day

following the expiry of 40 days after the date of issue of this Temporary Global Note

(the "Exchange Date"), the Issuer shall procure the delivery of Definitive Notes (which

expression has the meaning given in the Trust Deed) in accordance with the Agency

Agreement with Coupons and Talons (if so specified in the Final Terms) attached and

in an aggregate principal amount equal to the principal amount of Notes represented by

this Temporary Global Note to the bearer of this Temporary Global Note against

presentation and surrender of this Temporary Global Note to or to the order of the

[Principal Paying Agent]/[CMU Lodging and Paying Agent].

4.3 Definitive Notes; D Rules

If the Final Terms specify the form of Notes as being "Temporary Global Note

exchangeable for Definitive Notes" and also specifies that the D Rules are applicable,

then on or after the day following the expiry of 40 days after the date of issue of this

Global Note (the "Exchange Date"), the Issuer shall procure the delivery of Definitive

Notes (which expression has the meaning given in the Trust Deed) in accordance with

the Agency Agreement with Coupons and Talons (if so specified in the Final Terms)

attached against:

4.3.1

Presentation and surrender: presentation and (in the case of final exchange)

surrender of this Temporary Global Note to or to the order of the [Principal

Paying Agent]/[CMU Lodging and Paying Agent]; and

4.3.2

Certification: receipt by the [Principal Paying Agent]/[CMU Lodging and

Paying Agent] of a certificate or certificates issued by [Euroclear and/or

Clearstream, Luxembourg and/or any other relevant clearing system]/[each

CMU Accountholder as shown in the records of the CMU Service or otherwise

as being credited with the interest(s) in such Temporary Global Note in

accordance with the CMU Rules] dated not earlier than the Exchange Date and

in substantially the form set out in [Schedule 3 (Form of Euroclear/Clearstream,

Luxembourg Certification)]/[Schedule 2 (Form of [CMU] Accountholder's

Certification)] hereto.

The Definitive Notes so delivered from time to time shall be in an aggregate principal

amount equal to the aggregate of the principal amounts specified in the certificates

[issued by Euroclear and/or Clearstream, Luxembourg and/or any other relevant

clearing system/[presented by each CMU Accountholder] and received by the

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[Principal Paying Agent]/[CMU Lodging and Paying Agent]; provided, however, that

in no circumstances shall the aggregate principal amount of Definitive Notes so

delivered exceed the initial principal amount of Notes represented by this Temporary

Global Note.

4.4 Definitive Notes; Limited Circumstances

If the Final Terms specify the form of Notes as being "Temporary Global Note

exchangeable for Definitive Notes in the limited circumstances described in the

Temporary Global Note", then at the request of the bearer of this Temporary Global

Note, the Issuer shall procure the delivery of Definitive Notes (which expression has

the meaning given in the Trust Deed) in accordance with the Agency Agreement with

Coupons and Talons (if so specified in the Final Terms) attached and in an aggregate

principal amount equal to the principal amount of Notes represented by this Temporary

Global Note to the bearer of this Temporary Global Note against presentation and

surrender of this Temporary Global Note to or to the order of the [Principal Paying

Agent]/[CMU Lodging and Paying Agent] only if either of the following events occurs:

4.4.1

Closure of clearing systems: [the ICSDs]/[the CMU Service] or any other

relevant clearing system is closed for business for a continuous period of 14

days (other than by reason of legal holidays) or announces an intention

permanently to cease business; or

4.4.2

Winding-Up Event: any of the circumstances described in Condition 14(b)

(Enforcement Events and Remedies Winding-up) occurs and the Notes become

due and payable.

5. DELIVERY OF PERMANENT GLOBAL OR DEFINITIVE NOTES

5.1 Permanent Global Note

Whenever any interest in this Temporary Global Note is to be exchanged for an interest

in a Permanent Global Note, the Issuer shall procure (in the case of first exchange) the

prompt delivery (free of charge to the bearer) of such Permanent Global Note, duly

authenticated and, in the case of a NGN, effectuated, to the bearer of this Temporary

Global Note or (in the case of any subsequent exchange) an increase in the principal

amount of Notes represented by such Permanent Global Note in accordance with its

terms, in each case in an aggregate principal amount equal to the aggregate of the

principal amounts specified in the certificates issued by [Euroclear and/or Clearstream,

Luxembourg and/or any other relevant clearing system]/[presented by each CMU

Accountholder] and received by the [Principal Paying Agent]/[CMU Lodging and

Paying Agent] against presentation and (in the case of final exchange) surrender of this

Temporary Global Note to or to the order of the [Principal Paying Agent]/[CMU

Lodging and Paying Agent] within seven days of the bearer requesting such exchange.

5.2 Definitive Notes

Whenever this Temporary Global Note is to be exchanged for Definitive Notes, the

Issuer shall procure the prompt delivery (free of charge to the bearer) of such Definitive

Notes, duly authenticated and with Coupons and Talons attached (if so specified in the

Final Terms), in an aggregate principal amount equal to the principal amount of Notes

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represented by this Temporary Global Note to the bearer of this Temporary Global Note

against the surrender of this Temporary Global Note to or to the order of the [Principal

Paying Agent]/[CMU Lodging and Paying Agent] within 30 days of the bearer

requesting such exchange.

6. WRITING DOWN

On each occasion on which:

6.1 Permanent Global Note: the Permanent Global Note is delivered or the principal

amount of Notes represented thereby is increased in accordance with its terms in

exchange for a further portion of this Temporary Global Note; or

6.2 Definitive Notes: Definitive Notes are delivered in exchange for this Temporary

Global Note; or

6.3 Cancellation: Notes represented by this Temporary Global Note are to be cancelled in

accordance with Condition 10(j) (Redemption and Purchase Cancellation),

the Issuer shall procure that:

(a) if the Final Terms specify that the New Global Note form is not applicable, (i)

the principal amount of Notes represented by the Permanent Global Note, the

principal amount of such increase or (as the case may be) the aggregate principal

amount of such Notes and (ii) the remaining principal amount of Notes

represented by this Temporary Global Note (which shall be the previous

principal amount of Notes represented by this Temporary Global Note less the

aggregate of the amounts referred to in (i), above) are entered in Schedule 1

(Payments, Exchange and Cancellation of Notes) hereto, whereupon the

principal amount of Notes represented by this Temporary Global Note shall for

all purposes be as most recently so entered; and

(b) if the Final Terms specify that the New Global Note form is applicable, details

of the exchange or cancellation shall be entered pro rata in the records of the

ICSDs.

7. PAYMENTS

7.1 Recording of Payments

Upon any payment being made in respect of the Notes represented by this Temporary

Global Note, the Issuer shall procure that[:

7.1.1

CGN: if the Final Terms specify that the New Global Note form is not

applicable,] details of such payment shall be entered in Schedule 1 (Payments,

Exchange and Cancellation of Notes) hereto and, in the case of any payment of

principal, the principal amount of the Notes represented by this Temporary

Global Note shall be reduced by the principal amount so paid[; and

7.1.2

NGN: if the Final Terms specify that the New Global Note form is applicable,

details of such payment shall be entered pro rata in the records of the ICSDs

and, in the case of any payment of principal, the principal amount of the Notes

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entered in the records of ICSDs and represented by this Temporary Global Note

shall be reduced by the principal amount so paid].

7.2 Discharge of Issuer's obligations

Payments due in respect of Notes for the time being represented by this Temporary

Global Note shall be made to the bearer of this Temporary Global Note and each

payment so made will discharge the Issuer's obligations in respect thereof. Any failure

to make the entries referred to above shall not affect such discharge.

7.3 [Payments in accordance with CMU notification

For so long as this Temporary Global Note is held by or on behalf of the CMU Service,

payments of principal and interest in respect of Notes represented by this Temporary

Global Note will be made to the Relevant Person(s) (as defined below). In this

paragraph, Relevant Person(s) means the person(s) shown in the records of the CMU

Service or as being credited with the interest(s) in this Temporary Global Note in

accordance with the CMU rules one business day prior to the relevant payment date.

Save in the case of final payment thereunder, no presentation of such Temporary Global

Note shall be required.]

7.4 Payment Business Day

If the currency of any payment made in respect of Notes represented by this Temporary

Global Note is euro, the applicable Payment Business Day shall be any day which is a

TARGET Settlement Day and a day on which dealings in foreign currencies may be

carried on in each (if any) Additional Financial Centre; or, if the currency of any

payment made in respect of the Notes represented by this Temporary Global Note is

not euro, the applicable Payment Business Day shall be any day which is a day on which

dealings in foreign currencies may be carried on in the Principal Financial Centre of the

currency of payment and in each (if any) Additional Financial Centre.

8. CONDITIONS APPLY

Until this Temporary Global Note has been exchanged as provided herein or cancelled

in accordance with the Agency Agreement, the bearer of this Temporary Global Note

shall be subject to the Conditions and, subject as otherwise provided herein, shall be

entitled to the same rights and benefits under the Conditions as if the bearer were the

Holder of Definitive Notes and any related Coupons and Talons in the smallest

Specified Denomination and in an aggregate principal amount equal to the principal

amount of the Notes represented by this Temporary Global Note. For the purposes of

any payments made in respect of this Temporary Global Note, the relevant place of

presentation shall be disregarded in the definition of "Payment Business Day" set out

in Condition 2(a) (Interpretation Definitions) and Condition 11(h) (Payments

Bearer Notes Payments on business days).

9. NOTICES

Notwithstanding Condition 20 (Notices), while all the Notes are represented by this

Temporary Global Note (or by this Temporary Global Note and the Permanent Global

Note) and this Temporary Global Note is (or this Temporary Global Note and the

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Permanent Global Note are) deposited with [a depositary or a common depositary for

Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system

or a Common Safekeeper (which expression has the meaning given in the Trust

Deed)]/[a sub-custodian for the CMU Service], notices to Noteholders may be given by

delivery of the relevant notice to [Euroclear and/or Clearstream, Luxembourg and/or

any other relevant clearing system]/[the persons shown in the records of the CMU

Service or otherwise as being credited with the interest(s) in this Temporary Global

Note (or this Temporary Global Note and the Permanent Global Note) in accordance

with the CMU Rules] and, in any case, such notices shall be deemed to have been given

to the Noteholders in accordance with the Condition 20 (Notices) on the date of delivery

to Euroclear and/or Clearstream, Luxembourg and/or the CMU Service and/or any

other relevant clearing system.

10. AUTHENTICATION

This Temporary Global Note shall not be valid for any purpose until it has been

authenticated for and on behalf of [The Bank of New York Mellon, London Branch] as

[principal paying agent]/[The Bank of New York Mellon, Hong Kong Branch] as

[CMU lodging and paying agent].

11. EFFECTUATION

If the Final Terms specify that the New Global Note form is applicable, this Temporary

Global Note shall not be valid for any purpose until it has been effectuated for and on

behalf of the entity appointed as common safekeeper by the ICSDs.

12. GOVERNING LAW

This Temporary Global Note and any non-contractual obligations arising out of or in

connection with it are governed by English law.

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AS WITNESS the signature of a duly authorised person on behalf of the Issuer.

BARCLAYS PLC

By: ..............................................................

(duly authorised)

ISSUED on the Issue Date

AUTHENTICATED for and on behalf of

[[THE BANK OF NEW YORK MELLON, LONDON BRANCH] as principal paying

agent]/[[THE BANK OF NEW YORK MELLON, HONG KONG BRANCH] as CMU

lodging and paying agent] without recourse, warranty or liability

By: ..............................................................

(duly authorised)

EFFECTUATED for and on behalf of

......................................................................

as common safekeeper without

recourse, warranty or liability

By: ..............................................................

(duly authorised)

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SCHEDULE 1

PAYMENTS, EXCHANGE AND CANCELLATION OF NOTES

Date of

payment,

delivery or

cancellation

Amount of

interest

then paid

Principal

amount of

Permanent

Global Note

then

delivered or

by which

Permanent

Global Note

then

increased or

aggregate

principal

amount of

Definitive

Notes then

delivered

Aggregate

principal

amount of

Notes then

cancelled

Remaining

principal

amount of

this

Temporary

Global Note

Authorised

Signature

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SCHEDULE 2

FORM OF [CMU] ACCOUNTHOLDER'S CERTIFICATION

BARCLAYS PLC

(incorporated with limited liability under the laws of England and Wales under the

Companies Acts 1948 to 1980 with registered number 48839)

Debt Issuance Programme

This is to certify that as of the date hereof, and except as set forth below, the above-captioned

Securities held by you for our account (a) are owned by persons that are not citizens or residents

of the United States, domestic partnerships, domestic corporations or any estate or trust the

income of which is subject to United States Federal income taxation regardless of its source

("United States persons"), (b) are owned by United States person(s) that (i) are foreign

branches of a United States financial institution (as defined in U.S. Treasury Regulations

Section 1.165-12(c)(1)(iv)) ("financial institutions") purchasing for their own account or for

resale, or (ii) acquired the Securities through foreign branches of United States financial

institutions and who hold the Securities through such United States financial institutions on the

date hereof (and in either case (i) or (ii) above, each such United States financial institution

hereby agrees, on its own behalf or through its agent, that you may advise the issuer or the

issuer's agent that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of

the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (c) are

owned by United States or foreign financial institution(s) for purposes of resale during the

restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and

in addition if the owner of the Securities is a United States or foreign financial institution

described in limb (c) above (whether or not also described in limb (a) or (b) above) this is to

further certify that such financial institution has not acquired the Securities for purposes of

resale directly or indirectly to a United States person or to a person within the United States or

its possessions.

If the Securities are of the category contemplated in Rule 903(b)(3) of Regulation S under the

Securities Act of 1933, as amended (the "Act"), then this is also to certify that, except as set

forth below, the Securities are beneficially owned by (1) non-U.S. person(s) or (2) U.S.

person(s) who purchased the Securities in transactions which did not require registration under

the Act. As used in this paragraph the term "U.S. person" has the meaning given to it by

Regulation S under the Act.

As used herein, "United States" means the United States of America (including the States and

the District of Columbia); and its "possessions" include Puerto Rico, the U.S. Virgin Islands,

Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We undertake to advise you promptly by tested telex on or prior to the date on which you intend

to submit your certification relating to the Securities held by you for our account in accordance

with your operating procedures if any applicable statement herein is not correct on such date,

and in the absence of any such notification it may be assumed that this certification applies as

of such date.

This certification excepts and does not relate to [currency] [amount] of such interest in the

above Securities in respect of which we are not able to certify and as to which we understand

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exchange and delivery of definitive Securities (or, if relevant, exercise of any rights or

collection of any interest) cannot be made until we do so certify.

We understand that this certification is required in connection with certain tax laws and, if

applicable, certain securities laws of the United States. In connection therewith, if

administrative or legal proceedings are commenced or threatened in connection with which

this certification is or would be relevant, we irrevocably authorise you to produce this

certification to any interested party in such proceedings.

Dated: [ ]

[name of [CMU] account holder]

as, or as agent for,

the beneficial owner(s) of the Securities

to which this certificate relates.

By: ..............................................................

Authorised signatory

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SCHEDULE 3

FORM OF EUROCLEAR/CLEARSTREAM, LUXEMBOURG CERTIFICATION

BARCLAYS PLC

(incorporated with limited liability under the laws of England and Wales under the

Companies Acts 1948 to 1980 with registered number 48839)

Debt Issuance Programme

This is to certify that, based solely on certifications we have received in writing, by tested telex

or by electronic transmission from member organisations appearing in our records as persons

being entitled to a portion of the principal amount set forth below (our "Member

Organisations") substantially to the effect set forth in the temporary global note issued in

respect of the securities, as of the date hereof, [currency] [amount] principal amount of the

above-captioned Securities (a) is owned by persons that are not citizens or residents of the

United States, domestic partnerships, domestic corporations or any estate or trust the income

of which is subject to United States Federal income taxation regardless of its source ("United

States persons"), (b) is owned by United States persons that (i) are foreign branches of United

States financial institutions (as defined in U.S. Treasury Regulations Section

1.165-12(c)(1)(iv)) ("financial institutions") purchasing for their own account or for resale,

or (ii) acquired the Securities through foreign branches of United States financial institutions

and who hold the Securities through such United States financial institutions on the date hereof

(and in either case (i) or (ii) above, each such United States financial institution has agreed, on

its own behalf or through its agent, that we may advise the Issuer or the Issuer's agent that it

will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue

Code of 1986, as amended, and the regulations thereunder), or (c) is owned by United States

or foreign financial institutions for purposes of resale during the restricted period (as defined

in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to the further effect that

United States or foreign financial institutions described in limb (c) above (whether or not also

described in limb (a) or (b) above) have certified that they have not acquired the Securities for

purposes of resale directly or indirectly to a United States person or to a person within the

United States or its possessions.

If the Securities are of the category contemplated in Rule 903(b)(3) of Regulation S under the

Securities Act of 1933, as amended (the "Act"), then this is also to certify with respect to the

principal amount of Securities set forth above that, except as set forth below, we have received

in writing, by tested telex or by electronic transmission, from our Member Organisations

entitled to a portion of such principal amount, certifications with respect to such portion

substantially to the effect set forth in the temporary global note issued in respect of the

Securities.

We further certify (1) that we are not making available herewith for exchange (or, if relevant,

exercise of any rights or collection of any interest) any portion of the temporary global security

excepted in such certifications and (2) that as of the date hereof we have not received any

notification from any of our Member Organisations to the effect that the statements made by

such Member Organisations with respect to any portion of the part submitted herewith for

exchange (or, if relevant, exercise of any rights or collection of any interest) are no longer true

and cannot be relied upon as of the date hereof.

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We understand that this certification is required in connection with certain tax laws and, if

applicable, certain securities laws of the United States. In connection therewith, if

administrative or legal proceedings are commenced or threatened in connection with which

this certification is or would be relevant, we irrevocably authorise you to produce this

certification to any interested party in such proceedings.

Dated: [ ]

EUROCLEAR BANK S.A./N.V.

CLEARSTREAM BANKING, S.A.

By: ..............................................................

Authorised signatory

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PART B

FORM OF PERMANENT GLOBAL NOTE

[ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE

SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS,

INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF

THE INTERNAL REVENUE CODE.]

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.

SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR WITH ANY SECURITIES

REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE

UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE

TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN

EXEMPTION FROM THE REGISTRATION UNDER THE SECURITIES ACT.

[[CMU Instrument No.]/[ISIN]:

[Common Code:

BARCLAYS PLC

(incorporated with limited liability under the laws of England and Wales under the

Companies Acts 1948 to 1980 with registered number 48839)

Debt Issuance Programme

PERMANENT GLOBAL NOTE