Mandatory Distribution Deferral at Maturity: Applicable

Deferral of Distribution Payments at Maturity – Mandatory

(i) This Condition 5(b) is applicable to Securities only if “Mandatory Distribution Deferral at Maturity” and “Group Capital Requirements Redemption Condition” are specified as applicable in the relevant Pricing Supplement.

(ii) On any Mandatory Distribution Deferral Date, the Issuer shall defer payment of all of the Distribution accrued to that date. The Issuer shall endeavour to give notice thereof in writing to the Fiscal Agent and to the Securityholders (in accordance with Condition 15) no later than such Mandatory Distribution Deferral Date, but any failure to give notice shall not affect the validity of such deferral or constitute a default for any purpose. A notice not given by the relevant Mandatory Distribution Deferral Date shall be given without undue delay thereafter.

The Issuer may, on giving not less than 15 nor more than 30 days' irrevocable notice to the Securityholders (or such other notice period as may be specified hereon) redeem, all or, if so provided, some, of the Securities on any Optional Redemption Date. Any such redemption of Securities shall be at their Optional Redemption Amount together with Distributions accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount). Any such redemption or exercise must relate to Securities of a nominal amount at least equal to the Minimum Redemption Amount to be redeemed specified hereon and no greater than the Maximum Redemption Amount to be redeemed specified hereon.

Optional Redemption Date: Any date from 30 December 2034 (the "Par Call Date") to (but excluding) the Maturity Date

Tier 2

Regulatory Event Redemption:

The Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 15 nor more than 30 days' notice to the Securityholders (which notice shall be irrevocable) at their Early Redemption Amount (Regulatory Event), if, immediately before giving such notice, (A) the Securities, having qualified as Tier 2 group capital or Tier 1 limited group capital (as applicable) under the Applicable Supervisory Rules (or, if different, whatever terminology is employed by the then Applicable Supervisory Rules), are no longer capable of qualifying (in whole or in part) as at least Tier 2 group capital or Tier 1 limited group capital (as applicable) under the Applicable Supervisory Rules (or, if different, whatever terminology is employed by the then Applicable Supervisory Rules), except where such non-qualification is as a result of any other applicable limitation on the amount of such capital; or (B) the Securities, 100% of the principal amount of which having originally qualified as Tier 2 group capital under the Applicable Supervisory Rules in effect as of the Issue Date (or, if different, whatever terminology is employed by the then Applicable Supervisory Rules) until the Maturity Date (if applicable), as a result of a change in the Applicable Supervisory Rules are deemed to no longer fully qualify as Tier 2 group capital under the Applicable Supervisory Rules (or, if different, whatever terminology is employed by the then Applicable Supervisory Rules) until the Maturity Date (each, a "Regulatory Event").

Rating Event Redemption:

The Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 15 nor more than 30 days' notice to the Securityholders (which notice shall be irrevocable) at their Early Redemption Amount (Rating Event), if, immediately before giving such notice, the Issuer delivers to the Fiscal Agent the certificate referred to below stating that an amendment, clarification or change has occurred in the rules, criteria, guidelines or methodologies of relevant Rating Agencies or any of their respective successors to the rating business thereof, which amendment, clarification or change (x) results in, or will result in, a lower equity credit for the Securities than the equity credit assigned to the Securities immediately prior to such amendment, clarification or change, or (y) results in, or will result, in the shortening of the length of time the Securities are assigned a particular level of equity credit by such rating agency as compared to the length of time the Securities would have been assigned that level of equity credit by such rating agency on the date agreement is reached to assign equity credit to the Securities (a "Rating Event").

Minimal Outstanding Amount Redemption

The Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on the Issuer giving not less than 15 nor more than 30 days' notice to the Securityholders (which notice shall be irrevocable) at the Early Redemption Amount (Minimal Outstanding Amount), if, immediately before giving such notice, the aggregate principal amount of the Securities outstanding is less than 25 per cent. of the aggregate principal amount originally issued (including any further securities issued in accordance with Condition 14.