Cancellation of Interest Payments

Subject as more fully described in the Conditions, Interest Payments shall not be made by the Issuer in the following circumstances:

(i) the cancellation of such Interest Payment, or such Interest Payment not becoming due and payable, in accordance with the provisions described under “Mandatory Cancellation of Interest Payments” below;

(ii) the Issuer’s exercise of its discretion otherwise to cancel such Interest Payment (or relevant part thereof) as described under “Interest Payments Discretionary” below; or

(iii) the cancellation of payments of accrued interest in accordance with the provisions described under “Automatic Conversion” below.

Any Interest Payment (or relevant part thereof) which is cancelled or does not become due and payable in accordance with the Conditions shall not accumulate or be payable at any time thereafter and such cancellation or non-payment shall not constitute a default or event of default for any purpose.

Mandatory Cancellation of Interest Payments

To the extent required by the Relevant Rules from time to time, subject to certain limited exceptions as further described hereunder, if any event has occurred and is continuing which means that the Issuer must cancel (in whole or in part) an Interest Payment which would otherwise be due in respect of the Notes (in order that the Notes qualify, and/or on the basis that the Notes are intended to qualify, as Tier 1 Capital under the Relevant Rules) the Issuer shall cancel such Interest Payment on the Notes including, without limitation and as applicable, if:

(i) the Solvency Condition is not met at the time for payment of such Interest Payment, or would cease to be met immediately following, and as a result of making, such Interest Payment (having regard also to any Additional Amounts payable with respect thereto);

(ii) there is non-compliance with any applicable Solvency Capital Requirement at the time for payment of such Interest Payment, or non-compliance with any applicable Solvency Capital Requirement would occur immediately following, and as a result of making, such Interest Payment (having regard also to any Additional Amounts payable with respect thereto);

(iii) there is non-compliance with any applicable Minimum Capital Requirement at the time for payment of such Interest Payment, or non-compliance with any applicable Minimum Capital Requirement would occur immediately following, and as a result of making, such Interest Payment (having regard also to any Additional Amounts payable with respect thereto);

(iv) the amount of such Interest Payment, together with any Additional Amounts payable with respect thereto, when aggregated together with any interest payments or distributions which have been paid or made or which are scheduled simultaneously to be paid or made on all Tier 1 Own Funds (excluding any such payments which do not reduce the Issuer’s Distributable Items and any payments already accounted for by way of deduction in determining the Issuer’s Distributable Items) since the end of the latest financial year of the Issuer and prior to, or on, such Interest Payment Date, would exceed the amount of the Issuer’s Distributable Items as at the Interest Payment Date in respect of such Interest Payment;

(v) an Insolvent Insurer Winding-up has occurred and is continuing at the time for payment of such Interest Payment; or

(vi) the Issuer is otherwise required by the Relevant Regulator or under the Relevant Rules to cancel the relevant Interest Payment.

Subject to certain conditions, the Issuer may, at its option, redeem all (but not some only) of the Notes, (A) at any time in the six months prior to and including the First Reset Date or (B) any day falling in the six-month period ending on (and including) any subsequent Reset Date, in each case at their principal amount together with (to the extent that such interest has not been cancelled in accordance with the Conditions) any accrued and unpaid interest to (but excluding) the date of redemption.

First Reset Date : mean 03 December 2035;

Redemption, substitution or variation at the option of the Issuer due to a Capital Disqualification Event

Subject to certain conditions, if at any time a Capital Disqualification Event has occurred and is continuing, or as a result of any change to the Relevant Rules (or change to the interpretation of the Relevant Rules by any court or authority entitled to do so), a Capital Disqualification Event will occur within the forthcoming period of six months, then the Issuer may, at its option (without any requirement for the consent or approval of the Noteholders), either:

(i) redeem all (but not some only) of the Notes at any time at their principal amount outstanding together with (to the extent that such interest has not been cancelled in accordance with the Conditions) any accrued and unpaid interest to (but excluding) the date of redemption; or

(ii) substitute at any time all (but not some only) of the Notes for, or vary at any time the terms of the Notes so that they become or remain, Rating Agency Compliant Securities,

provided, however, that no such notice of redemption, substitution or variation shall be given more than 12 months following the occurrence of the Ratings Methodology Event.

A “Ratings Methodology Event” will be deemed to occur if at any time there occurs a change in (or clarification to) the methodology of any Rating Agency (or in the interpretation by such Rating Agency of such methodology) after the Specified Date as a result of which the “equity credit” (or such other nomenclature as may be used by such Rating Agency from time to time to describe the degree to which the terms of an instrument are supportive of an issuer’s senior obligations in terms of either leverage or total capital) assigned by such Rating Agency to the Notes is, as notified by the Rating Agency to the Issuer or as published by such Rating Agency, reduced when compared to (A) the “equity credit” first assigned by such Rating Agency (or its predecessor) to the Notes on or around the Issue Date or (B) (if this is lower) the lowest “equity credit” assigned by such Rating Agency (or its predecessor) to the Notes at the time of, or in connection with, any issue of Further Notes pursuant to Condition 17.