Bail-in

Agreement with Respect to the Exercise of U.K. Bail-in Power

Notwithstanding and to the exclusion of any other term of the relevant series of notes or any other agreements, arrangements or understandings between us and any holder or beneficial owner of notes or the Trustee on behalf of the holders, by acquiring any notes, each holder and beneficial owner of notes acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by the Relevant U.K. Resolution Authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, such notes; (ii) the conversion of all, or a portion of, the principal amount of, or interest on, such notes into shares or other securities or other obligations of the Issuer or another person (and the issue to, or conferral on, the holder or beneficial owner of such notes, of such shares, securities or obligations); (iii) the cancellation of such notes and/or(iv) the amendment or alteration of the maturity of such notes, or amendment of the amount of interest due on such notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. Bail-in Power may be exercised by means of a variation of the terms of such notes solely to give effect to the exercise by the Relevant U.K. Resolution Authority of such U.K. Bail-in Power. For more information, see “Description of Senior Notes—Agreement with Respect to the Exercise of U.K. Bail-in Power” of this prospectus supplement and the section entitled “ Description of Debt Securities—Agreement with Respect to the Exercise of U.K. Bail-in Power” in the accompanying prospectus. See also“ Risk Factors—Under the terms of the notes, you have agreed to be bound by the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority.”

No repayment of the principal amount of any notes or payment of interest on any notes shall become due and payable after the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority unless such repayment or payment would be permitted to be made by the Issuer under the laws and regulations of the U.K. and the European Union applicable to the Issuer.

Loss Absorption Disqualification Event Redemption

If a Loss Absorption Regulations Event occurs on or after the Issue Date that does, or would be likely to (in the opinion of the Issuer, the PRA or the Relevant U.K. Resolution Authority), result in a Loss Absorption Disqualification Event with respect to any series of the notes, we may, at our option, at any time, redeem the notes of such series, in whole of such series but not in part of such series, at an amount equal to 100% of the principal amount of the notes being redeemed together with accrued but unpaid interest, if any, on the principal amount of the notes to be redeemed to (but excluding) the date fixed for redemption.