Cumulative deferral
If Cumulative Deferral is specified as being applicable in the applicable Pricing Supplement, any Distribution validly deferred pursuant to this Condition 4(e) shall constitute "Arrears of Distribution". The Issuer may, at its sole discretion, elect to (in the circumstances set out in Condition 4(e)(i)) further defer any Arrears of Distribution (and, if applicable, any Additional Distribution Amount) by complying with the foregoing notice requirements applicable to any deferral of an accrued Distribution. The Issuer is not subject to any limit as to the number of times or to the extent of the amount with respect to which Distributions and Arrears of Distribution can or shall be deferred pursuant to this Condition 4(e) by complying with the foregoing notice requirements except that this Condition 4(e)(iv) shall be complied with until all outstanding Arrears of Distribution have been paid in full.

Dividend Stopper
If Dividend Stopper is specified as being applicable in the applicable Pricing Supplement and on any Distribution Payment Date payment of Distributions (including Arrears of Distributions and Additional Distribution Amounts) scheduled to be made on such date is not made in full by reason of this Condition 4(e), the Issuer shall not:

(A) voluntarily declare or pay any discretionary dividends, Distributions or make any other discretionary payment on, and will procure that no discretionary dividend, Distribution or other payment is made on:
(I) if this Perpetual Note is a Senior Perpetual Note, any of its Junior Obligations; or
(II) if this Perpetual Note is a Subordinated Perpetual Note, any of its Junior Obligations or Parity Obligations; or

(B) voluntarily redeem, repurchase, reduce, cancel, buy-back or acquire for any consideration:
(I) if this Perpetual Note is a Senior Perpetual Note, any of its Junior Obligations; or
(II) if this Perpetual Note is a Subordinated Perpetual Note, any of its Junior Obligations or Parity Obligations; or

in each case, other than (x) in connection with any employee benefit plan or similar arrangements with or for the benefit of employees, officers, directors or consultants, (y) in relation to a payment, repurchase or redemption of Parity Obligations, where such payment, repurchase or redemption is made on a pro rata basis with a repurchase or redemption of the Subordinated Perpetual Notes, or (z) as a result of the exchange or conversion of its Parity Obligations for Junior Obligations, unless and until the Issuer (aa) (if Cumulative Deferral is specified as being applicable in the applicable Pricing Supplement) has satisfied in full all outstanding Arrears of Distribution (and, if applicable, any Additional Distribution Amounts); (bb) (if Non- Cumulative Deferral is specified as being applicable in the applicable Pricing Supplement) a redemption of all the outstanding Perpetual Notes in accordance with Condition 4(e) has occurred, the next scheduled Distribution has been paid in full, or an Optional Distribution equal to the amount of a Distribution payable with respect to the most recent Distribution Payment Date that was unpaid in full or in part, has been paid in full; or (cc) is permitted to do so by an Extraordinary Resolution of the Noteholders, and/or as otherwise specified in the applicable Pricing Supplement.

Optional deferral at Issuer’s discretion on a cumulative and compounding basis, subject to Dividend Stopper.

If Issuer Call is specified in the applicable Pricing Supplement, the Issuer may, having given:

(i) not less than 15 nor more than 30 days' notice to the Noteholders in accordance with Condition 13; and

(ii) not less than 15 days before the giving of the notice referred to in (i) above, notice to the Fiscal Agent and, in the case of a redemption of Registered Perpetual Notes, the Registrar;

(which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Perpetual Notes then outstanding on any Optional Redemption Date and at the Optional Redemption Amount(s) specified in, or determined in the manner specified in, the applicable Pricing Supplement together, if appropriate, with Distribution accrued to (but excluding) the relevant Optional Redemption Date (including any Arrears of Distribution and any Additional Distribution Amount). Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount, in each case as may be specified in the applicable Pricing Supplement.

In the case of a partial redemption of Perpetual Notes, the Perpetual Notes to be redeemed (“Redeemed Notes”) will be selected individually by lot, in the case of Redeemed Notes represented by definitive Perpetual Notes, and in accordance with the rules of Euroclear and/or Clearstream, Luxembourg and/or the CMU (to be reflected in the records of Euroclear, Clearstream, Luxembourg and the CMU as either a pool factor or a reduction in nominal amount, at their discretion) in the case of Redeemed Notes represented by a Global Perpetual Note, not more than 30 days prior to the date fixed for redemption (such date of selection being hereinafter called the “Selection Date”).

Upon the expiry of such notice referred to in this Condition 6(f), the Issuer shall be bound to redeem the Perpetual Notes accordingly.

Optional Redemption Date(s):
The First Reset Date and each Distribution Payment Date falling thereafter

Redemption for Ratings Event
If Redemption for Ratings Event is specified as being applicable in the applicable Pricing supplement, the Perpetual Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time on giving not less than 30 nor more than 60 days’ notice to the Noteholders (which notice shall be irrevocable) at their principal amount (together with Distributions accrued to (but excluding) the date fixed for redemption) (including any Arrears of Distribution and any Additional Distribution Amount, if applicable), if as of the date fixed for redemption, an amendment, clarification or change has occurred or will occur in the Distribution Period immediately following the date fixed for redemption in the equity credit criteria, guidelines or methodology of any Rating Agency requested from time to time by the Issuer to grant an equity classification to the Perpetual Notes and in each case, any of their respective successors to the rating business thereof, which amendment, clarification or change results or will result in a lower equity credit for the Perpetual Notes assigned by that relevant Rating Agency immediately prior to that relevant amendment, clarification or change (“Ratings Event”).

For the purposes of this Condition 6(e):
“Rating Agency” means any of Moody’s Investors Service or its successors, Standard & Poor’s Rating Services, a division of The McGraw Hill Companies Inc. or its successors, Fitch Ratings Ltd. or its successors, or any other rating agency of equivalent international standing.

Upon the expiry of such notice referred to in this Condition 6(e), the Issuer shall be bound to redeem the Perpetual Notes accordingly.

Redemption for minimum outstanding amount
The Perpetual Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time on giving not less than 30 nor more than 60 days’ notice to the Noteholders (which notice will be irrevocable) and the Fiscal Agent at their principal amount, together with Distribution accrued to the date fixed for redemption (including any Arrears of Distribution and any Additional Distribution Amount) if prior to the date of such notice at least 75 per cent. in principal amount of the Perpetual Notes originally issued (including any further Perpetual Notes issued pursuant to Condition 16 and consolidated and forming a single Series with the Perpetual Notes) has already been redeemed or purchased and cancelled.

Upon the expiry of such notice referred to in this Condition 6(g), the Issuer shall be bound to redeem the Perpetual Notes accordingly.

Set-off
Subject to applicable law, no Noteholder may exercise, claim or plead any right of set-off, deduction, withholding or retention in respect of any amount owed to it by the Issuer in respect of, or arising under or in connection with the Subordinated Perpetual Notes, and each Noteholder shall, by virtue of his holding of any Subordinated Perpetual Notes, be deemed to have waived all such rights of set-off, deduction, withholding or retention against the Issuer. Notwithstanding the preceding sentence, if any of the amounts owing to any Noteholder by the Issuer in respect of, or arising under or in connection with the Subordinated Perpetual Notes is discharged by set-off, such Noteholder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Issuer (or, in the event of its winding-up or administration, the liquidator or, as appropriate, administrator of the Issuer) and, until such time as payment is made, shall hold such amount in trust for the Issuer (or the liquidator or, as appropriate, administrator of the Issuer) and accordingly any such discharge shall be deemed not to have taken place.