Additional Tier 1

Bail-in

Agreement and acknowledgement with respect to the exercise of the UK Bail-in Power
Notwithstanding and to the exclusion of any other term of these Conditions 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 Contingent Capital Notes, each Holder acknowledges and accepts that the Amounts Due arising under the Contingent Capital Notes may be subject to the exercise of any UK Bail-in Power by the Resolution Authority, and acknowledges, accepts, agrees to be bound by, and consents, to the exercise of any UK Bail-in Power by the Resolution Authority which may result in:
(i) the reduction of all, or a portion, of the Amounts Due;
(ii) the conversion of all, or a portion, of the Amounts Due into ordinary shares or 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);
(iii) the cancellation of the Contingent Capital Notes; and/or
(iv) the amendment or alteration of the maturity of the Contingent Capital Notes, or amendment of the amount of interest due on the Contingent Capital Notes, or the dates on which interest becomes payable, including by suspending payment for a temporary period,
which UK Bail-in Power may be exercised by means of amendment, modification or variation of the terms of the Contingent Capital Notes solely to give effect to the exercise by the Resolution Authority of such UK Bail-in Power.

Automatic Conversion Upon Conversion Trigger Event
Upon the occurrence of the Conversion Trigger Event, the Automatic Conversion will occur on the Conversion Date and all of the Issuer's obligations under the Contingent Capital Notes shall be irrevocably and automatically released in consideration of the Issuer's issuance and delivery of the Settlement Shares to the Settlement Share Depository (or to the relevant recipient in accordance with the terms of the Contingent Capital Notes) on the Conversion Date at the Conversion Price, and under no circumstances shall such released obligations be reinstated. The Conversion Date shall occur without delay upon, and in any event within one month of, the occurrence of a Conversion Trigger Event.

The Settlement Shares to be issued and delivered shall be so issued and delivered on terms permitting a Settlement Shares Offer and shall, except where the Issuer has been unable to appoint a Settlement Share Depository and/or as otherwise provided herein, initially be registered in the name of the Settlement Share Depository, which, subject to a Settlement Shares Offer, shall hold such Settlement Shares on behalf of the Holders. By virtue of its holding of any Contingent Capital Notes, each Holder shall be deemed to have irrevocably directed the Issuer to issue and deliver the Settlement Shares corresponding to the conversion of its holding of Contingent Capital Notes to the Settlement Share Depository (or to such other relevant recipient).

Upon its determination that a Conversion Trigger Event has occurred, the Issuer shall immediately inform the PRA of the occurrence of a Conversion Trigger Event and shall deliver a Conversion Trigger Notice to the Trustee, the Principal Paying Agent and to the Holders.

Conversion Trigger Event
A "Conversion Trigger Event" shall occur at any point in time at which the CET1 Ratio (as defined herein) of the Regulatory Group is less than 7.00 per cent.

Conversion Price
The Conversion Price of the Contingent Capital Notes is fixed at £1.764 per Settlement Share, subject to certain anti-dilution adjustments (the "Conversion Price").