Notice of Meeting of Noteholders

RNS Number : 0770F

Standard Life Aberdeen plc

24 October 2018

 

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.

Standard Life Aberdeen plc

(incorporated with limited liability in Scotland with registered number SC286832)

(the "Company")

NOTICE OF MEETING
of the holders of its outstanding
$750,000,000 4.25 per cent. Fixed Rate Reset Subordinated Notes due 2048
(ISIN: XS1698906259) (of which $750,000,000 is currently outstanding)
(the "Notes")

NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the holders of the Notes (the "Noteholders"), convened by the Company, will be held at the offices of Slaughter and May at One Bunhill Row, London EC1Y 8YY on 15 November 2018 for the purpose of considering and, if thought fit, passing the resolution set out below in respect of the Notes, which will be proposed as an Extraordinary Resolution at the Meeting, with the implementation of such Extraordinary Resolution being subject to satisfaction of the Eligibility Condition (as defined in the Extraordinary Resolution), in accordance with the provisions of the trust deed dated 18 October 2017, as amended, restated and/or supplemented from time to time (the "Trust Deed") made between the Company and HSBC Corporate Trustee Company (UK) Limited (the "Trustee") as trustee for the Noteholders, and constituting the Notes. The Meeting will commence at 10.00 a.m. (London time). Capitalised terms used but not defined in this Notice have the meanings given to them in the Trust Deed or the terms and conditions of the Notes (the "Conditions").

Extraordinary Resolution

"THAT this meeting of the holders of the outstanding $750,000,000 4.25 per cent. Fixed Rate Reset Subordinated Notes due 2048 of Standard Life Aberdeen plc (the "Notes" and the "Company", respectively) constituted by the trust deed dated 18 October 2017, as amended, restated and/or supplemented from time to time (the "Trust Deed") made between the Company and HSBC Corporate Trustee Company (UK) Limited (the "Trustee") as trustee for the holders of the Notes (the "Noteholders"), hereby:

1.         subject to paragraph 9 of this Extraordinary Resolution, assents to the modifications of the terms and conditions of the Notes in accordance with the mark and overstrike document at Schedule 1 to this Notice:

2.         subject to paragraph 9 of this Extraordinary Resolution, assents to the modifications to the Trust Deed and the agency agreement, dated 18 October 2017, between the Company, the Trustee and HSBC Bank plc (as restated and/or supplemented from time to time) (the "Agency Agreement") in accordance with the Supplemental Trust Deed (as defined below and in the form which is at Schedule 2 to this Notice) and Supplemental Agency Agreement (as defined below and in the form which is at Schedule 3 to this Notice);

3.         subject to paragraph 9 of this Extraordinary Resolution, assents to the execution by the Company of an amended Global Certificate (as defined in the Trust Deed), the authentication of the Global Certificate by or on behalf of HSBC Bank plc (as "Registrar") and the deposit of the Global Certificate with a depositary common to both Euroclear Bank SA/NV and Clearstream Banking S.A.;

4.         subject to paragraph 9 of this Extraordinary Resolution, sanctions every abrogation, modification or compromise of, or arrangement in respect of, the rights of the Noteholders appertaining to the Notes against the Company, whether or not such rights arise under the Conditions, the Trust Deed or otherwise, involved in or resulting from or to be effected by, the modifications and other actions referred to in paragraphs 1, 2 and 3 of this Extraordinary Resolution and their implementation;

5.         subject to paragraph 9 of this Extraordinary Resolution, authorises, directs, instructs, requests and empowers the Trustee to:

(a)        concur in the modifications and other actions referred to in paragraphs 1, 2 and 3 of this Extraordinary Resolution and, in order to give effect to and implement such modifications, on or shortly after the passing of this Extraordinary Resolution, to execute a supplemental trust deed (the "Supplemental Trust Deed") and a supplemental agency agreement (the "Supplemental Agency Agreement"), each substantially in the form of the respective drafts produced to this meeting and signed by the chairman of the meeting for the purpose of identification with such amendments thereto as the Trustee shall deem necessary or appropriate to give effect to the Proposal; and

(b)        concur in, and execute and do all such other deeds, instruments, acts and things as may be necessary, desirable or expedient, in the sole and absolute discretion of the Trustee, to carry out and give effect to this Extraordinary Resolution and the implementation of the modifications and other actions referred to in paragraphs 1, 2 and 3 of this Extraordinary Resolution;

6.         subject to paragraph 9 of this Extraordinary Resolution, discharges, indemnifies, holds harmless and exonerates the Trustee from any and all liability for which it may have become or may become responsible under the Supplemental Trust Deed, the Supplemental Agency Agreement or the Notes in respect of any act or omission in connection with this Extraordinary Resolution, its implementation and/or the modifications referred to in this Extraordinary Resolution;

7.         subject to paragraph 9 of this Extraordinary Resolution, waives any claim Noteholders may have against the Trustee as a result of any liability they may suffer or incur as a result of the Trustee acting upon this Extraordinary Resolution (including but not limited to circumstances where it is subsequently found that this Extraordinary Resolution is not valid or binding);

8.         subject to paragraph 9 of this Extraordinary Resolution, approves that the Trustee be and is hereby authorised and instructed not to obtain any legal opinions in relation to, or to enquire into the power and the capacity of any person to enter into the Supplemental Trust Deed, the Supplemental Agency Agreement or any other amendments to the Trust Deed, the Agency Agreement or the Conditions, of the due execution and delivery thereof by any party thereto or the validity and enforceability thereof;

9.         declares that the implementation of this Extraordinary Resolution shall be conditional on:

(a)        the passing of this Extraordinary Resolution; and

(b)        the quorum required for, and the requisite majority of votes cast at, the meeting being satisfied by Proposal Eligible Noteholders, irrespective of any participation at the meeting by Proposal Ineligible Noteholders (and would also have been satisfied if any Proposal Ineligible Noteholders who provide confirmation only of their status as Proposal Ineligible Noteholders and waive their right to attend and vote (or be represented) at the meeting had actually participated at such meeting) (including the satisfaction of such condition at an adjourned meeting) (the "Eligibility Condition");

10.       further resolves that, in the event this Extraordinary Resolution is passed but the Eligibility Condition is not satisfied in accordance with paragraph 9(b) above, the chairman of the meeting is hereby authorised, directed, requested and empowered to adjourn this meeting on the same basis (including quorum) as for an adjournment of the meeting where the necessary quorum is not obtained, for the purpose of reconsidering resolutions 1 to 9(a) and 10 to 12 of this Extraordinary Resolution at the adjourned meeting, in which case the Eligibility Condition will be satisfied if the quorum required for, and the requisite majority of votes cast at, the adjourned meeting are satisfied by Proposal Eligible Noteholders irrespective of any participation at the adjourned meeting by Proposal Ineligible Noteholders (and would also have been satisfied if any Proposal Ineligible Noteholders who provide confirmation only of their status as Proposal Ineligible Noteholders and waive their right to attend and vote (or be represented) at the meeting had actually participated at such meeting);

11.        acknowledges, if it is not both a Relevant Noteholder and a Proposal Eligible Noteholder, that none of the Solicitation Agents has any role or responsibility in relation to the Proposal made by the Company; and

12.       acknowledges that the following terms, as used in this Extraordinary Resolution, shall have the meanings given below:

"Consent Solicitation Memorandum" means the Consent Solicitation Memorandum dated 24 October 2018 prepared by the Company in relation to the Proposal;

"Proposal" means the invitation by the Company to Proposal Eligible Noteholders to approve the modification of the terms and conditions of the Notes as described in the Consent Solicitation Memorandum, and as the same may be amended in accordance with its terms, and the entry into the Supplemental Trust Deed, the Supplemental Agency Agreement and a new global certificate in respect of the Notes;

"Proposal Eligible Noteholder" means each Noteholder who is (a) located and resident outside the United States and not a U.S. person (as defined in Regulation S under the Securities Act) and (b) otherwise a person to whom the Proposal can be lawfully made and that may lawfully participate in the Proposal;

"Proposal Ineligible Noteholder" means each Noteholder who is not a Proposal Eligible Noteholder;

"Relevant Noteholder" (i) in a Member State of the EU, any Noteholder that is a "professional client" as defined in point (10) of Article 4(1) of Directive 2014/65/EU on markets in financial instruments (as amended from time to time) or (ii) in a jurisdiction outside of the EU, any Noteholder that is an institutional holder under applicable local law and not a retail holder; and

"Securities Act" means the U.S. Securities Act of 1933, as amended."

Background

As described in the circular to shareholders of the Company and notice of general meeting relating to the proposed sale of the Company's UK and European insurance business dated 30 May 2018 (the "Insurance Business Sale Circular"), the Company entered into a share purchase agreement (the "Phoenix Share Purchase Agreement") between the Company and Phoenix Group Holdings Limited ("Phoenix") dated 23 February 2018 (as amended and restated on 28 May 2018 and as further amended, restated or supplemented from time to time), pursuant to which the Company agreed, subject to the satisfaction of certain conditions, to sell and transfer the entire issued share capital of Standard Life Assurance Limited to Phoenix, being the Company's UK and European insurance business (the "Insurance Business Sale").

The Notes were originally issued with the intention of being recognised as regulatory capital under Directive 2009/138/EC of the European Parliament and of the Council of the European Union of 25 November 2009 on the taking up and pursuit of business of insurances and reinsurance (Solvency II) and any implementing measures (the "Solvency II Directive"), applicable to certain insurance and reinsurance entities (among others). The completion of the Insurance Business Sale on 31 August 2018, pursuant to the Phoenix Share Purchase Agreement, involved the sale of the Company's UK and European insurance business. As a result, the Company's regulatory capital no longer falls to be assessed under the Solvency II Directive. Instead the Company is now regulated by the Financial Conduct Authority and its regulatory capital falls to be assessed under Regulation (EU) No. 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No. 648/2012 (the "CRR"), which applies to certain investment firms (among others). In light of the foregoing, the Company is inviting Noteholders to approve the Proposal to facilitate certain amendments to the terms and conditions of the Notes (the "Note Conditions"), the Trust Deed and the agency agreement, dated 18 October 2017, between the Company, the Trustee and HSBC Bank plc (as restated and/or supplemented from time to time) (the "Agency Agreement") to reflect the fact that the Company's regulatory capital will fall to be assessed under the CRR going forward, rather than the Solvency II Directive.

For the avoidance of doubt, the Insurance Business Sale was neither conditional nor dependent on the Proposal being approved to facilitate the amendments to the Note Conditions, the Trust Deed and the Agency Agreement. 

In the event the Proposal is not approved, the Company may decide to continue to maintain the outstanding Notes as funding instruments. In such circumstances, any decisions by the Company as to whether it will exercise redemption rights in the future in respect of the Notes will be taken on an economic basis and in consideration of prevailing market conditions and regulatory capital requirements.

The Company has sought and obtained the Financial Conduct Authority's non-objection to the amendments to the Note Conditions contemplated by the Proposal.

The Company has convened the Meeting for the purpose of enabling Noteholders to consider and resolve, if they think fit, to pass the Extraordinary Resolution to approve certain modifications to the Conditions and the entry into the Supplemental Trust Deed, the Supplemental Agency Agreement and a new global certificate in respect of the Notes (the "Proposal"), as further described in the Consent Solicitation Memorandum.

Payments to Proposal Eligible Noteholders

Proposal Eligible Noteholders submitting an Instruction (as defined in the Consent Solicitation Memorandum) in favour of the Extraordinary Resolution may be eligible to receive: (i) a cash payment equal to 0.5 per cent. of the nominal amount of the relevant Notes the subject of the relevant Instruction, if such Instruction is received by the Tabulation Agent by 4.00 p.m. (London time) on 7 November 2018 (the "Early Consent Fee"), or (ii) a cash payment equal to 0.25 per cent. of the nominal amount of the relevant Notes the subject of the relevant Instruction, if such Instruction is received by the Tabulation Agent after 4.00 p.m. (London time) on 7 November 2018 but by 4.00 p.m. (London time) on 12 November 2018 (the "Late Consent Fee" and, together with the Early Consent Fee, each a "Consent Fee"), subject in each case to the conditions described in the Consent Solicitation Memorandum.

Payments to Proposal Ineligible Noteholders

Any Noteholder who is not a Proposal Eligible Noteholder, on the basis that such Noteholder is either: (i) located and resident in the United States and/or a U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended); and/or (ii) otherwise a person to whom the Proposal cannot be lawfully made and that cannot lawfully participate in the Proposal (each a "Proposal Ineligible Noteholder"), and who delivers, or arranges to have delivered on their behalf, a valid Ineligible Holder Instruction (as defined below), may be eligible to receive: (i) a cash payment equal to 0.5 per cent. of the nominal amount of the Notes the subject of the relevant Ineligible Holder Instruction, if such Ineligible Holder Instruction is received by the Tabulation Agent by 4.00 p.m. (London time) on 7 November 2018 (the "Early Ineligible Holder Payment"); or (ii) a cash payment equal to 0.25 per cent. of the nominal amount of the relevant Notes the subject of the relevant Ineligible Holder Instruction, if such Ineligible Holder Instruction is received by the Tabulation Agent after 4.00 p.m. (London time) on 7 November 2018 but by 4.00 p.m. (London time) on 12 November 2018 (the "Ineligible Instruction Deadline") (the "Late Ineligible Holder Payment" and, together with the Early Ineligible Holder Payment, each an "Ineligible Holder Payment").

Any applicable Ineligible Holder Payment may only be made by the Company to the extent permitted by applicable laws and regulations and subject in each case to: (i) the relevant Ineligible Holder Instruction not being subsequently revoked; (ii) such Proposal Ineligible Noteholder not attending, or seeking to attend, the Meeting (or any adjourned Meeting) in person or making any other arrangements to be represented at the Meeting (or any adjourned Meeting) (other than by way of an Ineligible Holder Instruction); and (iii) the Extraordinary Resolution being passed at the Meeting (or any adjourned Meeting) and, subject to the Eligibility Condition being satisfied, implemented. For the avoidance of doubt, only Proposal Ineligible Noteholders may submit Ineligible Holder Instructions and be eligible to receive an Ineligible Holder Payment.

Proposal Ineligible Noteholders may choose to attend and vote at the Meeting in person or to make other arrangements to be represented or to vote at the Meeting in accordance with the applicable provisions for meetings of Noteholders, as further described in this Notice. However, any such Proposal Ineligible Noteholder will not be eligible to receive an Ineligible Holder Payment, irrespective of whether such Proposal Ineligible Noteholder has delivered an Ineligible Holder Instruction.

Any applicable Ineligible Holder Payment is expected to be paid by the Company to the relevant Proposal Ineligible Noteholder by a date falling no later than the fifth Business Day following implementation of the amendments to the Note Conditions following the passing of the Extraordinary Resolution at the Meeting or (if applicable) adjourned Meeting and satisfaction of the Eligibility Condition (the "Ineligible Holder Fee Payment Date"). 

By submitting a valid Ineligible Holder Instruction to the relevant Clearing System in accordance with the standard procedures of such Clearing System, the Proposal Ineligible Noteholder shall: (i) waive its right to attend and vote (or be represented) at the Meeting (as the consequence of the Eligibility Condition is that the Extraordinary Resolution will only be implemented where it is passed irrespective of any participation at the Meeting by Proposal Ineligible Noteholders, such that the attendance and voting at the Meeting by a Proposal Ineligible Noteholder will be of no consequence for such implementation); and (ii) be deemed to agree to, acknowledge, represent, warrant and undertake to the Company, the Solicitation Agents, the Trustee and the Tabulation Agent the following on each of the date of submission of such Ineligible Holder Instruction, the Ineligible Instruction Deadline, the date of the Meeting (and, if adjourned for want of a quorum or where the quorum required by the Eligibility Condition is not met, any adjourned Meeting) and on the Ineligible Holder Fee Payment Date (and if the Proposal Ineligible Noteholder is, or is reasonably likely to be, unable to give these acknowledgements, agreements, representations, warranties and undertakings on any applicable date, such Proposal Ineligible Noteholder should contact the Tabulation Agent immediately):

(a)        it is a Proposal Ineligible Noteholder;

(b)        all authority conferred or agreed to be conferred pursuant to its acknowledgements, agreements, representations, warranties and undertakings, and all of its obligations shall be binding upon its successors, assigns, heirs, executors, trustees in bankruptcy and legal representatives, and shall not be affected by, and shall survive, its death or incapacity;

(c)        none of the Company, the Solicitation Agents, the Tabulation Agent or the Trustee has given it any information with respect to the Extraordinary Resolution save (in the case of the Company) as expressly set out in this Notice or whether it should give instructions to vote in respect of the Extraordinary Resolution and it has made its own decision with regard to whether to give instructions to vote in respect of the Extraordinary Resolution based on any legal, tax or financial advice it has deemed necessary to seek;

(d)        no information has been provided to it by the Company, the Solicitation Agents, the Tabulation Agent or the Trustee, or any of their respective directors, officers or employees, with regard to the tax consequences for holders of the relevant Notes arising from the implementation of the Extraordinary Resolution or the receipt of any Ineligible Holder Payment (if applicable) and the possible tax consequences of holding the Notes after they are modified pursuant to the Extraordinary Resolution (which could be materially different from the tax consequences of holding the Notes before they are modified), and it acknowledges that it is solely liable for any taxes and similar or related payments imposed on it under the laws of any applicable jurisdiction as a result of its receipt of any Ineligible Holder Payment and agrees that it will not and does not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against the Company, the Solicitation Agents, the Tabulation Agent or the Trustee, or any of their respective directors, officers or employees, or any other person in respect of such taxes and payments; and

(e)        it is not a Sanctions Restricted Person (as defined below).

For the purposes of this Notice:

(a)        "Sanctions Authority" means each of:

(i)         the United States government;

(ii)         the United Nations;

(iii)        the European Union (or any of its member states including, without limitation, the United Kingdom); and

(iv)        any other relevant governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions,

or the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty's Treasury.

(b)        "Sanctions Restricted Person" means each person or entity (a "Person"):

(i)         that is, or is directly or indirectly owned or controlled by a Person that is, described or designated in (i) the most current "Specially Designated Nationals and Blocked Persons" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (ii) the most current "Consolidated list of persons, groups and entities subject to EU financial sanctions" (which as of the date hereof can be found at: https://eeas.europa.eu/headquarters/headquarters-homepage_en/8442/Consolidated%20list%20of%20sanctions) or (iii) the most current "List of Foreign Sanctions Evaders Sanctioned Pursuant to Executive Order 13608" (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/fse/fselist.pdf); or

(ii)         that is otherwise the subject of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (i) the most current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/ssi/ssilist.pdf) (the "SSI List"), (ii) Annexes 3, 4, 5 and 6 of Council Regulation No 833/2014, as amended by Council Regulation No 960/2014 (the "EU Annexes"), or (iii) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes.

Submission of Ineligible Holder Instructions

The submission of an Ineligible Holder Instruction will be deemed to occur upon receipt by the Tabulation Agent via Euroclear Bank SA/NV or Clearstream Banking S.A. (together, the "Clearing Systems") of such a valid instruction (an "Ineligible Holder Instruction") submitted in accordance with the requirements of such Clearing System. Each such Ineligible Holder Instruction must specify, among other things, the aggregate nominal amount of the Notes to which such Ineligible Holder Instruction relates and the securities account number at the relevant Clearing System in which the relevant Notes are held.

The receipt of such Ineligible Holder Instruction by the relevant Clearing System will be acknowledged in accordance with the standard practices of such Clearing System and will result in the blocking of the relevant Notes in the relevant Proposal Ineligible Noteholder's account at the relevant Clearing System so that no transfers may be effected in relation to such Notes until the earlier of (a) the date on which the Ineligible Holder Instruction is validly revoked (including its automatic revocation on the termination of the Proposal); and (b) the conclusion of the Meeting (or adjourned Meeting, as applicable).

Only Direct Participants (as defined under "Voting and Quorum" below) may submit Ineligible Holder Instructions. Each beneficial owner of Notes that is not a Direct Participant but who is a Proposal Ineligible Noteholder must arrange for the Direct Participant through which it holds the relevant Notes to submit an Ineligible Holder Instruction on its behalf to the relevant Clearing System by the deadlines specified by such Clearing System.

Proposal Ineligible Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Proposal Ineligible Noteholder in order for that Proposal Ineligible Noteholder to submit an Ineligible Holder Instruction by the deadline specified above. The deadlines set by any such intermediary and each Clearing System for the submission and revocation of Ineligible Holder Instructions will be earlier than the deadline specified above.

Neither the Trustee nor any of its directors, officers, employees or affiliates has been involved in the formulation of the Extraordinary Resolution and the Trustee expresses no opinion and makes no representation as to the merits of the Extraordinary Resolution, the Proposal or on whether Noteholders would be acting in their best interests in approving the Extraordinary Resolution, and nothing in this Notice should be construed as a recommendation to Noteholders from the Trustee to vote in favour of, or against, the Extraordinary Resolution. Noteholders should take their own independent financial and legal advice on the merits and on the consequences of voting in favour of, or against, the Extraordinary Resolution, including as to any tax consequences. The Trustee has not reviewed, nor will it be reviewing, any documents relating to the Proposal, except this Notice and the Supplemental Trust Deed and Supplemental Agency Agreement. Neither the Trustee nor any of its directors, officers, employees or affiliates has verified, or assumes any responsibility for the accuracy or completeness of, any of the information concerning the Proposal, the Company or the factual statements contained in, or the effect or effectiveness of, this Notice or any other documents referred to in this Notice or assumes any responsibility for any failure by the Company to disclose events that may have occurred and may affect the significance or accuracy of such information or the terms of any amendment (if any) to the Proposal. On the basis of the information set out in this Notice and the Consent Solicitation Memorandum, the Trustee has, however, authorised it to be stated that the Trustee has no objection to the Extraordinary Resolution being put to Noteholders for their consideration.

None of the Solicitation Agents: (i) has any role or responsibility in relation to, or liability for, the Proposal made to Noteholders who are not both Relevant Noteholders and Proposal Eligible Noteholders; or (ii) has verified, authorised or made, or will verify, authorise or make, any representation as to the accuracy or completeness of, or accepts any responsibility or liability for, the information contained in, this notice, the Consent Solicitation Memorandum any document referred to herein, or any supplement or amendment thereto, and to the fullest extent permitted by law, each Solicitation Agent disclaims any responsibility and liability in respect of the foregoing. Noteholders who are not Relevant Noteholders should direct any question they may have about the Proposal to the Company.

General

Subject to the offer and distribution restrictions set out in the Consent Solicitation Memorandum, Proposal Eligible Noteholders may obtain, from the date of this Notice, a copy of the Consent Solicitation Memorandum from the Tabulation Agent, the contact details for which are set out below. A Noteholder will be required to produce evidence satisfactory to the Tabulation Agent as to his or her status as a Noteholder and that he or she is a person to whom it is lawful to send the Consent Solicitation Memorandum and to make an invitation pursuant to the Proposal under applicable laws before being sent a copy of the Consent Solicitation Memorandum. Copies of: (i) the Trust Deed, this Notice and the Consent Solicitation Memorandum; and (ii) the current draft of both the Supplemental Trust Deed and the Supplemental Agency Agreement as referred to in paragraph 2 of the Extraordinary Resolution, are also available for inspection by Noteholders: (a) on and from the date of this Notice up to and including the date of the Meeting, at the specified offices of the Tabulation Agent during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) up to and including the date of the Meeting; and (b) at the Meeting and at the offices of Slaughter and May at One Bunhill Row, London EC1Y 8YY for 15 minutes before the Meeting. Any revised version(s) of the draft Supplemental Trust Deed and/or the draft Supplemental Agency Agreement made available as described above and marked to indicate changes to the draft made available on the date of this Notice will supersede the previous draft of the Supplemental Trust Deed and/or Supplemental Agency Agreement (as applicable) and Noteholders will be deemed to have notice of any such changes.

The attention of Noteholders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolution at the Meeting or any meeting held following any adjournment of the Meeting, which are set out in paragraph 2 of "Voting and Quorum" below. Having regard to such requirements, Noteholders are strongly urged either to attend the Meeting or to take steps to be represented at the Meeting as soon as possible (including by way of submitting Instructions or Ineligible Holder Instructions). Noteholders who attend the Meeting or take steps to be represented at the Meeting other than by way of submitting Instructions or Ineligible Holder Instructions by the Final Voting Deadline should note that they will not be eligible to receive any applicable Consent Fee described above or any Ineligible Holder Payment.

This Notice is released by the Company and contains information in relation to the Notes that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Proposal. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this Notice is made by Kenneth Gilmour, Group Company Secretary, for the Company.

Voting and Quorum

Noteholders who have submitted and not revoked (in the limited circumstances in which revocation is permitted) a valid Instruction or Ineligible Holder Instruction, by which they will have: (i) given instructions for the appointment of one or more representatives of the Tabulation Agent by HSBC Bank plc (as "Principal Paying Agent") as their proxy to vote in favour of or against (as specified in the relevant Instruction or Ineligible Holder Instruction) the Extraordinary Resolution to be proposed at the Meeting; and (ii) to the extent that the Meeting is adjourned for want of a quorum (or where the quorum required by the Eligibility Condition is not met), automatically instructed the Principal Paying Agent to re-appoint one or more representatives of the Tabulation Agent as their proxy to vote in favour of or against (as specified in the relevant Instruction or Ineligible Holder Instruction) the Extraordinary Resolution to be proposed at the adjourned Meeting, need take no further action to be represented at the Meeting or any such adjourned meeting.

Noteholders who have not submitted or have submitted and subsequently revoked (in the limited circumstances in which such revocation is permitted) an Instruction or an Ineligible Holder Instruction should take note of the provisions of paragraph 1 below concerning how such Noteholders can attend or take steps to be represented at the Meeting if they do not wish to do so by submitting an Instruction (references to which, for the purpose of such provisions, include, unless the context otherwise requires, any meeting held following any adjournment of the Meeting).

1.         The provisions governing the convening and holding of a meeting of the Noteholders and the appointment of a proxy, sub-proxy or representative to act on a Noteholder's behalf at a meeting of the Noteholders are set out in Schedule 3 to the Trust Deed, a copy of which is available for inspection by the Noteholders as referred to above.

Noteholders may attend and vote at the Meeting in person or make arrangements to be represented or to vote at the Meeting without submitting an Instruction or Ineligible Holder Instruction relating to such Notes in respect of the Extraordinary Resolution.

Each person who is shown in the records of Euroclear or Clearstream, Luxembourg as a holder of the Notes (a "Direct Participant") may appoint a person as a proxy to act on its behalf in connection with the Meeting (and any adjourned Meeting) by an instrument in writing in the English language signed by the Direct Participant or, where the Direct Participant is a corporation, by an instrument in writing in the English language executed under its common seal or signed on its behalf by an attorney or duly authorised officer and delivered to the specified office of HSBC Bank plc (as "Registrar") (being 8 Canada Square London E14 5HQ) at least 48 hours before the time fixed for the Meeting.   

A Direct Participant which is a corporation may authorise any person to act as its representative in connection with the Meeting (and any adjourned Meeting) by delivering to any agent named under the Agency Agreement (including the Principal Payment Agent and the Registrar) a resolution of its directors or other governing body at least 48 hours before the time fixed for the Meeting

If a Direct Participant is a clearing system other than Euroclear or Clearstream, Luxembourg (an "Alternative Clearing System") or a nominee of such Alternative Clearing System, such Alternative Clearing System or nominee may appoint a proxy in accordance with, and in the form used by, such Alternative Clearing System as part of its usual procedures in relation to meetings of Noteholders. Any proxy so appointed may appoint the Principal Paying Agent or any of the proxy's nominated employees to act on its behalf as a sub-proxy in connection with the Meeting by an instrument in writing in the English language and signed by the proxy in the form available from the specified office of the Registrar, or such other form as may have been approved by the Trustee at least seven calendar days before date fixed for the Meeting, or where the proxy is a corporation, by an instrument in writing in the English language executed under its common seal or signed on its behalf by an attorney or duly authorised officer and delivered to the specified office of the Registrar at least 48 hours before the time fixed for the Meeting.

Attending the Meeting and voting in person or separately appointing a proxy, sub-proxy or representative to do so will not constitute a valid submission of an Instruction, and attending the Meeting or separately appointing a proxy to do so (other than by way of an Instruction) will result in any such Noteholder no longer being eligible to receive a Consent Fee or Ineligible Holder Payment pursuant to the Proposal, irrespective of whether they have delivered a valid Instruction or Ineligible Holder Instruction. This does not affect a Noteholder's right to attend and vote at the Meeting or appoint a proxy, sub-proxy or representative to do so in accordance with Schedule 3 of the Trust Deed.

Each Noteholder must confirm whether it is a Proposal Eligible Noteholder or a Proposal Ineligible Noteholder.

2.         The quorum required for the Extraordinary Resolution to be considered at the Meeting is one or more persons present and holding or representing in the aggregate at least two thirds of the principal amount of the outstanding Notes.

In the event such quorum is not present within 15 minutes from the time fixed for the Meeting, the Meeting shall be adjourned until such date, not less than 14 nor more than 42 days later, and at such place as may be determined by the chairman of the Meeting, provided that the Meeting shall be dissolved if the Company and the Trustee together so decide, and noting that the Meeting may be adjourned more than once at the discretion of the chairman. At any such adjourned Meeting one or more persons present and holding or representing not less than one third of the aggregate principal amount outstanding of the Notes will form a quorum.

Noteholders should note these quorum requirements and should be aware that, if the Noteholders either present or appropriately represented at the Meeting are insufficient to form a quorum for the Extraordinary Resolution, such Extraordinary Resolution (and consequently the relevant aspects of the Proposal) cannot be formally considered thereat. Noteholders are therefore encouraged either to attend the Meeting in person or to arrange to be represented at the Meeting as soon as possible.

3.         Every question submitted to a Meeting shall be decided in the first instance by a show of hands.

Unless a poll is (before, or at the time that, the result is declared) demanded by the chairman of the Meeting, the Company, the Trustee or by one or more voters representing or holding not less than one fiftieth of the aggregate principal amount outstanding of the Notes, a declaration by the chairman of the Meeting that a resolution has been passed, passed by a particular majority, rejected or rejected by a particular majority shall be conclusive evidence of the fact without proof of the number of votes cast for, or against, the resolution.

On a show of hands every voter shall have one vote. On a poll, every voter shall have one vote in respect of each $1,000 in aggregate nominal amount of the outstanding Notes represented or held by him.

4.         To be passed at the Meeting, the Extraordinary Resolution requires a majority of not less than three quarters of the votes cast in respect of the Extraordinary Resolution. If passed and implemented, the Extraordinary Resolution shall be binding on all Noteholders whether or not present at the Meeting at which it is passed and whether or not voting.

This Notice is given by Standard Life Aberdeen plc and is dated 24 October 2018.

Contact details

Solicitation Agents		Tabulation Agent
Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom Telephone: [phone] Email:   [e-mail] Attention: Liability Management Group		Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HA Telephone: [phone] Email:   [e-mail] Attention: David Shilson Portal: https://portal.lucid-is.com
J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP Telephone: [phone] Email: [e-mail] Attention: Liability Management
Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom Telephone: [phone] Email:  [e-mail] Attention: Liability Management Group

Schedule 1

TERMS AND CONDITIONS OF THE NOTES

The $750,000,000 4.25 per cent. Fixed Rate Reset Subordinated Notes due 20428 (the "Notes", which expression shall, unless the context otherwise requires, include any further notes issued pursuant to Condition 154 and forming a single series with the Notes) are constituted by a trust deed dated 18 October 2017 (as amended and/or restated and/or supplemented from time to time, the "Trust Deed") between Standard Life Aberdeen plc (the "Issuer") and HSBC Corporate Trustee Company (UK) Limited (the "Trustee", which expression shall include all persons for the time being the trustee or trustees under the Trust Deed) as trustee for the holders of the Notes (the "Noteholders"). These terms and conditions (the "Conditions") include summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of the Notes referred to below. An Agency Agreement dated 18 October 2017 (as amended and/or restated and/or supplemented from time to time, the "Agency Agreement") has been entered into in relation to the Notes between the Issuer, the Trustee, HSBC Bank plc as principal paying agent and the other agents named in it. The principal paying agent, the paying agents, the agent bank, the registrar and the transfer agents for the time being appointed under the Agency Agreement (if any) are referred to below respectively as the "Principal Paying Agent", the "Paying Agents" (which expression shall include the Principal Paying Agent), the "Agent Bank", the "Registrar" and the "Transfer Agents" (which expression shall include the Registrar). Copies of the Trust Deed and the Agency Agreement are available for inspection during usual business hours and upon reasonable notice at the specified offices of the Paying Agents and the Transfer Agents.

The Noteholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and are deemed to have notice of those provisions applicable to them of the Agency Agreement.

1.         Form, denomination and title

The Notes are issued in registered form in specified denominations of $200,000 and integral multiples of $1,000 in excess thereof.

The Notes are represented by registered certificates ("Certificates") and, save as provided in Condition 2(a), each Certificate shall represent the entire holding of Notes by the same Noteholder.

Title to the Notes shall pass upon registration in the register of the Noteholders that the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement (the "Register"). Except as ordered by a court of competent jurisdiction or as required by law, the holder of any Note shall be deemed to be and may be treated as its absolute owner for all purposes whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it, any writing on the Certificate representing it or the theft or loss of the relevant Certificate and no person shall be liable for so treating the Noteholder.

2.          Transfers of Notes

(a)        Transfer of Notes

One or more Notes may be transferred upon the surrender (at the specified office of the Registrar or any Transfer Agent) of the Certificate representing such Notes to be transferred, together with the form of transfer endorsed on such Certificate (or another form of transfer substantially in the same form and containing the same representations and certifications (if any), unless otherwise agreed by the Issuer), duly completed and executed and any other evidence as the Registrar or Transfer Agent may reasonably require. In the case of a transfer of part only of a holding of Notes represented by one Certificate, a new Certificate shall be issued to the transferee in respect of the part transferred and a further new Certificate in respect of the balance of the holding not transferred shall be issued to the transferor. A Note may not be transferred unless the principal amount of the Notes transferred (and where not all of the Notes held by a Noteholder are transferred, the principal amount of the balance of the Notes not transferred) are in a specified denomination. In the case of a transfer of Notes to a person who is already a Noteholder, a new Certificate representing the enlarged holding may be issued but only against surrender of the Certificate representing the existing holding of such person. All transfers of Notes and entries on the Register will be made subject to the detailed regulations concerning transfers of Notes scheduled to the Agency Agreement. The regulations may be changed by the Issuer, with the prior written approval of the Registrar and the Trustee. A copy of the current regulations will be made available by the Registrar to any Noteholder upon request.

(b)        Delivery of new Certificates

Each new Certificate to be issued pursuant to Condition 2(a) shall be available for delivery within three Business Days of receipt of the form of transfer and surrender of the Certificate for exchange. Delivery of the new Certificate(s) shall be made at the specified office of the Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender of such form of transfer or Certificate shall have been made or, at the option of the Noteholder making such delivery or surrender as aforesaid and as specified in the relevant form of transfer or otherwise in writing, be mailed by uninsured post at the risk of the Noteholder entitled to the new Certificate to such address as may be so specified, unless such Noteholder requests otherwise and pays in advance to the Registrar or relevant Transfer Agent (as applicable) the costs of such other method of delivery and/or such insurance as it may specify.

(c)        Transfer free of charge

Transfers of Notes and the issue of new Certificates on transfer shall be effected without charge by or on behalf of the Issuer, the Registrar or the Transfer Agents, but upon payment of any tax or other governmental charges by the person submitting such Notes or Certificates that may be imposed in relation to the transfer or its registration (or the giving of such indemnity as the Registrar or the relevant Transfer Agent may require).

(d)        Closed periods

No Noteholder may require the transfer of a Note to be registered (i) during the period of 15 days ending on the due date for redemption of that Note, or (ii) during the period of 15 days prior to any date on which Notes may be called for redemption by the Issuer at its option pursuant to Condition 6(d), (iii) after any such Note has been called for redemption or (iv) during the period of seven days ending on (and including) any Record Date.

3.         Status

(a)        Ranking

The Notes constitute direct, unsecured and subordinated obligations of the Issuer and rank pari passu and without any preference among themselves. In the event of the winding-up of the Issuer (except, in any such case, a solvent winding-up solely for the purposes of a reconstruction or amalgamation or the substitution in place of the Issuer of a successor in business of the Issuer, the terms of which reconstruction, amalgamation or substitution: (i) have previously been approved in writing by the Trustee or by an Extraordinary Resolution; and (ii) do not provide that the Notes shall thereby become payable) or the appointment of an administrator of the Issuer where the administrator has given notice that it intends to declare and distribute a dividend, the payment obligations of the Issuer under or arising from the Notes and the Trust Deed, including any Arrears of Interest and any damages awarded for breach of any obligations in respect of the Notes, shall be subordinated in the manner provided in the Trust Deed to the claims of all Senior Creditors of the Issuer, but shall rank (a) at least pari passu with all other subordinated obligations of the Issuer which constitute, or would but for any applicable limitation on the amount of such capital constitute, Tier 2 Capital (other than the Existing Undated Tier 2 Notes) and all obligations which rank, or are expressed to rank, pari passu therewith ("Pari Passu Securities"); and (b) shall rank in priority to the claims of holders of: (i) the Existing Undated Tier 2 Notes; (ii) all obligations of the Issuer which constitute, or would but for any applicable limitation on the amount of such capital constitute, Additional Tier 1 Capital and all obligations which rank, or are expressed to rank, pari passu therewith; and (iii) all classes of share capital of the Issuer (together, the "Junior Securities").

(b)            Solvency Condition

Without prejudice to Condition 3(a), all payments (including, without limitation, any payments in respect of damages awarded for breach of any obligations) under or arising from the Notes and the Trust Deed shall be conditional upon the Issuer being solvent at the time for payment by the Issuer, and no amount shall be payable under or arising from the Notes and the Trust Deed unless and until such time as the Issuer could make such payment and still be solvent immediately thereafter (the "Solvency Condition").

For the purposes of this Condition 3(b), the Issuer will be solvent if (i) it is able to pay its debts owed to Senior Creditors and Pari Passu Creditors as they fall due and (ii) its Assets exceed its Liabilities. A certificate as to the solvency of the Issuer signed by two Authorised Signatories or, if there is a winding-up or administration of the Issuer, the liquidator or, as the case may be, the administrator of the Issuer shall, in the absence of manifest error, be treated and accepted by the Trustee, the Noteholders and all other interested parties as correct and sufficient evidence thereof and the Trustee shall be entitled to rely on such certificate without further investigation and without liability to any person.

Without prejudice to any other provision in these Conditions, amounts representing any payments of principal or interest or any other amount, including any damages awarded for breach of any obligations in respect of which the conditions referred to in this Condition 3(b) are not satisfied on the date upon which the same would otherwise be due and payable ("Solvency Claims"), will be payable by the Issuer in the circumstances described in Condition 10(b), as further provided in Condition 3(a).

A Solvency Claim shall not bear interest.(c)            Set-off, etc.

Subject to applicable law, no Noteholder may exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by the Issuer arising under or in connection with the Notes and each Noteholder shall, by virtue of being the holder of any Note, be deemed to have waived all such rights of set-off, compensation or retention. Notwithstanding the preceding sentence, if any of the amounts owing to any Noteholder by the Issuer is discharged by set-off, such Noteholder shall, unless such payment is prohibited by 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 administrator, as appropriate, of the Issuer for payment to the Senior Creditors in respect of amounts owing to them by the Issuer, and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Issuer, or the liquidator or administrator, as appropriate, of the Issuer (as the case may be), for payment to the Senior Creditors in respect of amounts owing to them by the Issuer and, accordingly, any such discharge shall be deemed not to have taken place.

On a winding-up of the Issuer, there may be no surplus assets available to meet the claims of the Noteholders after the claims of the parties ranking senior to the Noteholders (as provided in Condition 3) have been satisfied.

(dc)      References to include principal and interest

The foregoing provisions of this Condition 3 apply only to the principal, interest and other amounts under or arising from the Notes and nothing in this Condition 3 shall affect or prejudice the payment of the costs, charges, expenses or liabilities or remuneration of the Trustee or the rights and remedies of the Trustee in respect thereof and in such capacity the Trustee shall rank as an unsubordinated creditor of the Issuer.

4.         Interest

(a)        Interest rate and Interest Payment Dates

Subject to Condition 3(b) and Condition 5, eachEach Note bears interest on its outstanding principal amount:(i) from (and including) the Issue Date to (but excluding) the First CallMaturity Date at the Initial Interest Rate; and

(ii)        for each Reset Period thereafter, at the relevant Reset Interest Rate,  payable, in each case, semi-annually in arrear on each Interest Payment Date. There will be a long first coupon in respect of the first interest period, from (and including) the Issue Date to (but excluding) 30 June 2018.

(b)        Interest accrual

Each Note will cease to bear interest from (and including) its due date for redemption unless, upon due presentation, payment of the principal in respect of the Note is improperly withheld or refused or unless default is otherwise made in respect of payment, in which event interest shall continue to accrue as provided in the Trust Deed.

(c)        Calculation of interest

Interest shall be calculated per $1,000 in principal amount of the Notes (the "Calculation Amount") by applying the rate of interest referred to in Condition 4(a) to such Calculation Amount, multiplying the resulting figure by the applicable day count fraction as described below in this Condition 4(c) and rounding the resultant figure to two decimal places (with 0.005 being rounded up). The amount of interest payable in respect of a Note shall be calculated by multiplying the amount of interest per Calculation Amount determined as aforesaid by the specified denomination of such Note and dividing the resulting figure by $1,000.

Where interest is to be calculated in respect of any period, the applicable day count fraction will be the number of days in such period divided by 360, where the number of days is calculated on the basis of a 360 day year consisting of 12 months of 30 days each and, in the case of an incomplete month, the number of days elapsed.

(d)         Determination of Reset Interest Rates

The Agent Bank will on each Reset Determination Date determine the Reset Interest Rate applicable to the Reset Period in respect of such Reset Determination Date and shall promptly notify the Issuer thereof.

(e)         Publication of Reset Interest Rates

The Issuer shall cause the Agent Bank to give notice of the Reset Interest Rate applicable to each Reset Period to the Issuer, the Principal Paying Agent, the Trustee and to any stock exchange or other relevant authority on which the Notes are at the relevant time listed and to be notified to Noteholders in accordance with Condition 16 as soon as possible after their determination, but in no event later than the fourth Business Day thereafter. The Reset Interest Rate so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) in the event of manifest error.

(f)          Determination by the Trustee

The Trustee (or an agent appointed by the Trustee at the expense of the Issuer) shall be entitled but shall not be obliged, if the Agent Bank defaults at any time in its obligation to determine the Reset Interest Rate in accordance with the above provisions, to determine the Reset Interest Rate, at such rate as, in its absolute discretion (having such regard as it shall think fit to the procedure described above), it shall deem fair and reasonable in all the circumstances and the determination shall be deemed to be a determination by the Agent Bank.

(g)         Notifications, etc. to be final

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 4, whether by the Reference Banks (or any of them) or the Agent Bank or the Trustee or any agent appointed by the Trustee, will (in the absence of manifest error) be binding on the Issuer, the Trustee, the Agent Bank and all Noteholders and (in the absence of wilful default and gross negligence) no liability to the Issuer or the Noteholders shall attach to the Reference Banks (or any of them), the Agent Bank or, if applicable, the Trustee in connection with the exercise or non-exercise by it of its powers, duties and discretions under this Condition 4.

5.         Deferral of payments

(a)        Optional deferral of interest

The Issuer may, in respect of any Optional Interest Payment Date, by notice to the Noteholders, the Principal Paying Agent and the Trustee pursuant to Condition 5(d), elect to defer payment of all (but not some only) of the interest accrued to that date and the Issuer shall not have any obligation to make such payment on that date.

Notwithstanding any other provision in these Conditions or the Trust Deed, the deferral of any payment of interest on an Optional Interest Payment Date in accordance with this Condition 5(a) or in accordance with Condition 3(b) will not constitute a default by the Issuer and will not give the Noteholders or the Trustee any right to accelerate any payment in respect of the Notes.

(b)        Mandatory deferral of interest

Payment of interest on the Notes will be mandatorily deferred on each Mandatory Interest Deferral

Date. The Issuer shall notify the Noteholders, the Principal Paying Agent and the Trustee of any Mandatory Interest Deferral Date in accordance with Condition 5(d).

A certificate signed by two Authorised Signatories confirming that (a) a Regulatory Deficiency Interest Deferral Event has occurred and is continuing, or would occur if payment of interest on the Notes were to be made or (b) a Regulatory Deficiency Interest Deferral Event has ceased to occur and/or payment of interest on the Notes would not result in a Regulatory Deficiency Interest Deferral Event occurring, shall, in the absence of manifest error, be treated and accepted by the Trustee, the Noteholders and all other interested parties as correct and sufficient evidence thereof and the Trustee shall be entitled to rely on such certificate without further investigation and without liability to any person.

Notwithstanding any other provision in these Conditions or in the Trust Deed, the deferral of any payment of interest on a Mandatory Interest Deferral Date in accordance with this Condition 5(b) or in accordance with Condition 3(b) will not constitute a default by the Issuer and will not give Noteholders or the Trustee any right to accelerate any payment in respect of the Notes.

(c)        Arrears of Interest

Any interest in respect of the Notes not paid on an Interest Payment Date as a result of the exercise by the Issuer of its discretion pursuant to Condition 5(a) or the obligation on the Issuer to defer pursuant to Condition 5(b) or due to the operation of the Solvency Condition contained in Condition 3(b), together with any other interest in respect of the Notes not paid on an earlier Interest Payment Date shall, so long as the same remains unpaid, constitute "Arrears of Interest". Arrears of Interest shall not themselves bear interest.

Any Arrears of Interest may (subject to Condition 3(b) and (to the extent then required by the Relevant Regulator or the Relevant Rules) to any notifications to, or consent or non-objection from, the Relevant Regulator and to any other requirements under the Relevant Rules), be paid in whole or in part at any time (provided that at such time a Regulatory Deficiency Interest Deferral Event is not subsisting and would not occur if payment of such Arrears of Interest were made) upon the expiry of not less than 14 days' notice to such effect given by the Issuer to the Trustee, the Paying Agent and the Noteholders in accordance with Condition 16, and in any event will become due and payable (subject, in the case of (i) and (iii) below, to Condition 3(b) and (to the extent then required by the Relevant Regulator or the Relevant Rules) to any notifications to, or consent or non-objection from, the Relevant Regulator) in whole (and not in part) upon the earliest of the following dates:

(i)            the next Interest Payment Date which is not a Mandatory Interest Deferral Date on which payment of interest in respect of the Notes is made (other than a voluntary payment by the

Issuer of any Arrears of Interest); or

(ii)           the date on which an order is made or a resolution is passed for the winding-up of the Issuer (other than a solvent winding-up solely for the purposes of a reconstruction or amalgamation or the substitution in place of the Issuer of a successor in business of the Issuer, the terms of which reconstruction, amalgamation or substitution (A) have previously been approved in writing by the Trustee or by an Extraordinary Resolution and (B) do not provide that the Notes shall thereby become payable) or the date on which any administrator of the Issuer gives notice that it intends to declare and distribute a dividend; or

(iii)          the date for any redemption or purchase of the Notes by or on behalf of the Issuer or any of its Subsidiaries pursuant to Condition 6.

(d)        Notice of deferral

The Issuer shall notify the Trustee and the Principal Paying Agent in writing and notify the

Noteholders in accordance with Condition 16 not less than 5 Business Days prior to an Interest Payment Date:

(i)            if that Interest Payment Date is an Optional Interest Payment Date in respect of which the

Issuer elects to defer interest as provided in Condition 5(a); and

(ii)           if that Interest Payment Date is a Mandatory Interest Deferral Date and specify that interest will not be paid because a Regulatory Deficiency Interest Deferral Event has occurred and is continuing or would occur if payment of interest was made (in whole or in part) on such Interest Payment Date, provided that if a Regulatory Deficiency Interest Deferral Event occurs less than five Business Days prior to an Interest Payment Date, the Issuer shall give notice of the interest deferral in accordance with Condition 16 as soon as reasonably practicable following the occurrence of such event and the Issuer shall not be in breach of its obligation to give not less than five Business Days' notice in such circumstances.

5.         6. Redemption, substitution, variation, purchase and options

(a)        Redemption at maturity and deferral of redemption date

(i)         Subject to Condition 3(b), Condition 6(a)(ii), Condition 6(b) and to compliance by the Issuer with regulatory rules including  (to the extent then required by the Relevant Regulator or the Relevant Rules) on notification to, or consent or non-objection from, the Relevant Regulator and provided that such redemption is permitted under the Relevant Rules (on the basis that the Notes are intended to qualify as Tier 2 Capital under the Relevant Rules), unlessUnless previously redeemed or purchased and cancelled as provided below, each Note shall be redeemed on the Maturity Date at its principal amount together with Arrears of Interest, if any, and any otherany interest accrued to (but excluding) the date of redemption in accordance with these Conditions.

(ii)         No Notes shall be redeemed on the Maturity Date pursuant to Condition 6(a)(i) or prior to the

Maturity Date pursuant to Condition 6(c), Condition 6(d), Condition 6(e) or Condition 6(f) if a Regulatory Deficiency Redemption Deferral Event has occurred and is continuing or would occur if redemption is made on, if Condition 6(a)(i) applies, the Maturity Date or, if Condition 6(c), Condition 6(d), Condition 6(e) or Condition 6(f) applies, any date specified for redemption in accordance with such Conditions.

(iii)        If the Notes are not to be redeemed on the Maturity Date pursuant to Condition 6(a)(i) or on any redemption date specified pursuant to Condition 6(c), Condition 6(d), Condition 6(e) or Condition 6(f) (as applicable) as a result of circumstances where:

(A)          a Regulatory Deficiency Redemption Deferral Event has occurred and is continuing or would occur if the Notes were redeemed on such date;

(B)          the Solvency Condition would not be satisfied on such date and immediately after the redemption; or

(C)          the Relevant Regulator does not consent to the redemption or objects to the redemption (to the extent that consent or non-objection is then required by the Relevant Regulator or the Relevant Rules) or such redemption otherwise cannot be effected in compliance with the Relevant Rules on such date,

the Issuer shall notify the Trustee and the Principal Paying Agent in writing and notify the Noteholders in accordance with Condition 16 no later than five Business Days prior to the

Maturity Date (if any) or the date specified for redemption in accordance with Condition 6(c), Condition 6(d), Condition 6(e) or Condition 6(f), as applicable, (or as soon as reasonably practicable if the relevant circumstance requiring redemption to be deferred arises, or is determined, less than five Business Days prior to the relevant redemption date, and the Issuer shall not be in breach of its obligation to give not less than five Business Days' notice in such circumstances).

(iv)          If redemption of the Notes does not occur on the Maturity Date or, as appropriate, the date specified in the notice of redemption by the Issuer under Condition 6(c), Condition 6(d), Condition 6(e) or Condition 6(f) as a result of Condition 6(a)(ii) or the Relevant Regulator does not consent to the redemption or objects to the redemption (to the extent that consent or non-objection is then required by the Relevant Regulator or the Relevant Rules) or such redemption otherwise cannot be effected in compliance with the Relevant Rules on such date, subject (in the case of (A) and (B) only) to Condition 3(b) and (to the extent then required by the Relevant Regulator or the Relevant Rules) to any notifications to, or consent from, the Relevant Regulator and to such redemption being otherwise permitted under the Relevant Rules, such Notes shall be redeemed at their principal amount together with Arrears of Interest, if any, and any other interest accrued to (but excluding) the date of redemption, upon the earliest of:

(A)          in the case of a failure to redeem due to the operation of Condition 6(a)(ii) only, the date falling 10 Business Days after the date the Regulatory Deficiency Redemption Deferral Event has ceased (unless, on such 10th Business Day, a further Regulatory Deficiency Redemption Deferral Event has occurred and is continuing or redemption of the Notes on such date would result in a Regulatory Deficiency Redemption Deferral Event occurring, in which case the provisions of Condition 6(a)(ii), Condition 6(a)(iii) and this Condition 6(a)(iv) shall apply mutatis mutandis to determine the due date for redemption); or

(B)          the date falling 10 Business Days after the Relevant Regulator has agreed to the repayment or redemption of the Notes; or

(C)          the date on which an order is made or a resolution is passed for the winding-up of the Issuer (other than a solvent winding-up solely for the purposes of a reconstruction or amalgamation or the substitution in place of the Issuer of a successor in business of the Issuer, the terms of which reconstruction, amalgamation or substitution (x) have previously been approved in writing by the Trustee or by an Extraordinary Resolution and (y) do not provide that the Notes shall thereby become payable) or the date on which any administrator of the Issuer gives notice that it intends to declare and distribute a dividend.

(v)           If Condition 6(a)(ii) does not apply, but redemption of the Notes does not occur on the Maturity Date or, as appropriate, the date specified in the notice of redemption by the Issuer under Condition 6(c), Condition 6(d), Condition 6(e) or Condition 6(f) as a result of the Solvency Condition not being satisfied at such time and immediately after such payment, subject (to the extent then required by the Relevant Regulator or the Relevant Rules) to any notifications to, or consent or non-objection from, the Relevant Regulator and to such redemption being otherwise permitted under the Relevant Rules, such Notes shall be redeemed at their principal amount together with Arrears of Interest, if any, and any other interest accrued to (but excluding) the date of redemption on the 10th Business Day immediately following the day that (A) the Issuer is solvent for the purposes of Condition 3(b) and (B) redemption of the Notes would not result in the Issuer ceasing to be solvent for the purposes of Condition 3(b), provided that if on such Business Day specified for redemption a Regulatory Deficiency Redemption Deferral Event has occurred and is continuing, or would occur if the Notes were to be redeemed, or if the Solvency Condition would not be satisfied on such date and immediately after the redemption, then the Notes shall not be redeemed on such date and Condition 3(b) and 6(a)(iv) shall apply mutatis mutandis to determine the date of the redemption of the Notes.

(vi)          A certificate signed by two Authorised Signatories confirming that (A) a Regulatory Deficiency Redemption Deferral Event has occurred and is continuing, or would occur if redemption of the Notes were to be made or (B) a Regulatory Deficiency Redemption Deferral Event has ceased to occur and/or redemption of the Notes would not result in a Regulatory Deficiency Redemption Deferral Event occurring or (C) that any circumstance described in Condition 6(a)(iii)(B) or (C) applies, shall, in the absence of manifest error, be treated and accepted by the Trustee, the Noteholders and all other interested parties as correct and sufficient evidence thereof and the Trustee shall be entitled to rely on such certificate without further investigation and without liability to any person.

(vii)         Notwithstanding any other provision in these Conditions or in the Trust Deed, the deferral of redemption of the Notes in accordance with Condition 3(b) or this Condition 6(a) will not constitute a default by the Issuer and will not give Noteholders or the Trustee any right to accelerate repayment of the Notes or take any other action under the Notes or the Trust Deed.

(b)        Conditions to redemption, substitution, variation or purchase

Any redemption, substitution, variation or purchase of the Notes under Conditions 5(c), 5(d) or 5(e) is subject to:

(i)            obtaining Regulatory Approval;

(ii)           (in the case of any redemption or purchase of the Notes) compliance with the Regulatory Preconditions and the Issuer having complied with all other regulatory rules including (to the extent then required by the Relevant Regulator or the Relevant Rules) on notification to, or consent or non-objection from, the Relevant Regulator and such redemption, substitution, variation or purchase being otherwise permitted under the Relevant Rules (on the basis that the Notes are intended to qualify as Tier 2 Capital);

(iii)          (in the case of a redemption occurring within five years of the Amendment Effective Date under Condition 5(c) following the occurrence of a Tax Law Change) the Issuer demonstrating to the satisfaction of the Relevant Regulator that the change in the applicable tax treatment of the Notes resulting from the relevant Tax Law Change is material and was not reasonably foreseeable at the Amendment Effective Date; and

(iv)          (in the case of a redemption occurring within five years of the Amendment Effective Date under Condition 5(d) following the occurrence of a Capital Disqualification Event) the Issuer having demonstrated to the satisfaction of the Relevant Regulator that the relevant change in the regulatory classification of the Notes was not reasonably foreseeable at the Amendment Effective Date.

A certificate signed by two Authorised Signatories confirming such compliance shall be conclusive evidence of such compliance and shall, in the absence of manifest error, be accepted by the Trustee, the Noteholders and all other interested parties as correct and sufficient evidence thereof and the Trustee shall be entitled to rely on such certificate without further investigation and without liability to any person. In the case of a redemption or purchase that is within five years of the Issue Date, such redemption or purchase shall, if required by the Relevant Rules, be (i) funded out of the proceeds of a new issuance of capital of at least the same quality as the Notes and shall be otherwise permitted under the Relevant Rules or (ii) effected by the exchange or conversion of such Notes into another form of capital of at least the same quality as the Notes and shall be otherwise permitted under the Relevant Rules.

(c)        Redemption, substitution or variation at the option of the Issuer due to Taxation

If immediately prior to the giving of the notice referred to below:

(i)         as a result of a change in or proposed change in, or amendment or proposed amendment to, the laws or regulations of the UK or any political subdivision or authority therein or thereof having the power to tax, including any treaty to which the UK is a party, or any change in the application of official or generally published interpretation of such laws, including a decision of any court or tribunal, or any interpretation or pronouncement by any relevant tax authority that provides for a position with respect to such laws or regulations that differs from the previously generally accepted position in relation to similar transactions (in respect of securities similar to the Notes and which are capable of constituting Tier 2 Capital under the Relevant Rules applicable at issuance) or which differs from any specific written confirmation given by a tax authority in respect of the Notes, which change or amendment becomes, or would become, effective, or in the case of a change or proposed change in law if such change is enacted (or, in the case of a proposed change, is expected to be enacted) by UK Act of Parliament or by Statutory Instrument, on or after the IssueAmendment Effective Date (each a "Tax Law Change"), in making any payments on the Notes, the Issuer has paid or will or would on the next payment date be required to pay Additional Amounts on the Notes and the Issuer cannot avoid the foregoing in connection with the Notes by taking measures reasonably available to it; or

(ii)         as a result of a Tax Law Change, in respect of the Issuer's obligation to make any payment of interest on the next following Interest Payment Date: (x) the Issuer would not be entitled to claim a deduction in respect of computing its taxation liabilities in the UK, or such entitlement is reduced; (y) the Issuer would not to any extent be entitled to have a loss (if any) that has been computed taking such a deduction into account set against the profits of companies with which it is grouped for applicable UK tax purposes (whether under the group relief system current as at the date of the Tax Law Change or any similar system or systems having like effect as may from time to time exist); or (z) the Issuer would otherwise suffer adverse tax consequences, and in each such case the Issuer cannot avoid the foregoing in connection with the Notes by taking measures reasonably available to it, then the Issuer may:

(A)          subject to Condition 3(b), Condition 6(a)(ii) and Condition 6(b) and5(b), having given not less than 30 nor more than 60 days' notice to the Trustee, the Principal Paying Agent and, in accordance with Condition 165, the Noteholders (which notice shall be irrevocable), redeem in accordance with these Conditions (unless otherwise specified herein) at any time all, but not some only, of the Notes at their principal amount, together with Arrears of Interest, if any, and any other interest accrued to (but excluding) the date of redemption in accordance with these Conditions; or

(B)           subject to Condition 65(b) (without any requirement for the consent or approval of the Noteholders) and having given not less than 30 nor more than 60 days' notice to the Trustee, the Principal Paying Agent and, in accordance with Condition 165, the Noteholders (which notice shall be irrevocable), substitute at any time all (but not some only) of the Notes for, or vary the terms of the Notes so that they remain or become, Qualifying Tier 2 Securities and the Trustee shall (subject to the following provisions of this paragraph (B) and subject to the receipt by it of the certificates of the Authorised Signatories referred to below and in the definition of Qualifying Tier 2 Securities) agree to such substitution or variation. The Trustee shall, at the request and expense of the Issuer, use its reasonable endeavours to assist the Issuer in the substitution or variation of the Notes for or into Qualifying Tier 2 Securities provided that the Trustee shall not be obliged to participate or assist in any such substitution or variation if the terms of the securities into which the Notes are to be substituted or are to be varied impose, in the Trustee's opinion, more onerous obligations upon it. If the Trustee does not so participate or assist as provided above, the Issuer may, subject as provided above, redeem the Notes as provided above.

Prior to the publication of any notice of substitution, variation or redemption pursuant to this Condition 65(c) the Issuer shall deliver to the Trustee (a) a certificate signed by two Authorised Signatories stating that the relevant requirement or circumstance referred to in sub-paragraph (i) or (ii) above applies and (b) an opinion in form and substance satisfactory to the Trustee of independent legal advisers or other tax advisers of recognised standing that the relevant requirement or circumstance referred to in sub-paragraph (i) or (ii) above applies. Upon expiry of such notice the Issuer shall (subject to Condition 6(b) and, in the case of a redemption, to Condition 3(b), Condition 6(a)(ii),

Condition 6(a)(iii), Condition 6(a)(iv) and Condition 6(a)(v5(b)) either redeem, vary or substitute the Notes, as the case may be, pursuant to the relevant terms of this Condition 65(c).

In connection with any substitution or variation in accordance with this Condition 65(c), the Issuer shall comply with the rules of any stock exchange or other relevant authority on which the Notes are for the time being listed or admitted to trading.

For the purposes of this Condition 6(c), the enactment of the corporate interest restriction rules to the extent in the form of Schedule 5 to the Finance Bill 2017-19 (HC Bill 102) as introduced in the House of Commons on 6 September 2017 shall not constitute a Tax Law Change.

(d)        Redemption at the option of the Issuer

Unless the Issuer shall have given notice to redeem the Notes under Condition 6(c) or Condition 6(e) or Condition 6(f) on or prior to the expiration of the notice referred to below, the Issuer may at its option, subject to Condition 3(b), Condition 6(a)(ii) and Condition 6(b) and having given not less than 30 nor more than 60 days' notice to the Trustee, the Principal Paying Agent and, in accordance with

Condition 16, the Noteholders (which notice shall be irrevocable) redeem in accordance with these Conditions all, but not some only, of the Notes on the First Call Date or any Interest Payment Date thereafter at their principal amount, together with Arrears of Interest, if any, and any other interest accrued to (but excluding) the date fixed for redemption in accordance with these Conditions.

Upon expiry of the notice referred to in this Condition 6(d) the Issuer shall (subject to Condition 6(b), Condition 3(b), Condition 6(a)(ii), Condition 6(a)(iii), Condition 6(a)(iv) and Condition 6(a)(v)) be bound to redeem the Notes in accordance with the terms of this Condition 6(d).

(e)        Redemption, substitution or variation at the option of the Issuer due to Capital Disqualification Event

If immediately prior to the giving of the notice referred to below a Capital Disqualification Event has occurred and is continuing, then:

(i)         the Issuer may, subject to Condition 3(b), Condition 6(a)(ii) and Condition 65(b) and having given not less than 30 nor more than 60 days' notice to the Trustee, the Principal Paying Agent and, in accordance with Condition 165, the Noteholders (which notice shall be irrevocable), redeem in accordance with these Conditions all, but not some only, of the Notes at any time. The Notes will be redeemed at their principal amount, together with Arrears of Interest, if any, and any other interest accrued to (but excluding) the date of redemption in accordance with these Conditions; or

(ii)         the Issuer may, subject to Condition 65(b) (without any requirement for the consent or approval of the Noteholders) and having given not less than 30 nor more than 60 days' notice to the Trustee, the Principal Paying Agent and, in accordance with Condition 165, the Noteholders (which notice shall be irrevocable), substitute at any time all (and not some only) of the Notes for, or vary the terms of the Notes so that they remain or become Qualifying Tier 2 Securities and the Trustee shall (subject to the following provisions of this paragraph (ii) and subject to the receipt by it of the certificates of the Authorised Signatories referred to below and in the definition of Qualifying Tier 2 Securities) agree to such substitution or variation. The Trustee shall, at the request and expense of the Issuer, use its reasonable endeavours to assist the Issuer in the substitution or variation of the Notes for or into Qualifying Tier 2 Securities provided that the Trustee shall not be obliged to participate or

assist in any such substitution or variation if the terms of the securities into which the Notes are to be substituted or are to be varied impose, in the Trustee's opinion, more onerous obligations upon it. If the Trustee does not so participate or assist as provided above, the Issuer may, subject as provided above, redeem the Notes as provided above.

Prior to the publication of any notice of substitution, variation or redemption pursuant to this Condition 65(ed) the Issuer shall deliver to the Trustee a certificate signed by two Authorised Signatories stating that a Capital Disqualification Event has occurred and is continuing as at the date of the certificate. Upon expiry of such notice the Issuer shall (subject to Condition 6(b) and, in the case of a redemption, to Condition 3(b), Condition 6(a)(ii), Condition 6(a)(iii), Condition 6(a)(iv) and Condition 6(a)(v5(b)) either redeem, vary or substitute the Notes, as the case may be, pursuant to the relevant terms of this Condition 65(ed).

In connection with any substitution or variation in accordance with this Condition 6(e), the Issuer shall comply with the rules of any stock exchange or other relevant authority on which the Notes are for the time being listed or admitted to trading.

(f)          Redemption, substitution or variation at the option of the Issuer for rating reasons

If a Rating Methodology Event occurs and within the period from and including the date of the occurrence of such Rating Methodology Event to and including the date which is the first anniversary of such occurrence, the Issuer gives the notice referred to below and if on the date of such notice the Rating Methodology Event is continuing, then:

(i)         the Issuer may, subject to Condition 3(b), Condition 6(a)(ii) and Condition 6(b) and, having given not less than 30 nor more than 60 days' notice to the Trustee, the Principal Paying Agent and, in accordance with Condition 16, the Noteholders (which notice shall be irrevocable), redeem in accordance with these Conditions all, but not some only, of the Notes at any time. The Notes will be redeemed at their principal amount, together with Arrears of Interest, if any, and any other interest accrued to (but excluding) the date of redemption in accordance with these Conditions; or

(ii)         the Issuer may, subject to Condition 6(b) (without any requirement for the consent or approval of the Noteholders) and having given not less than 30 nor more than 60 days' notice to the Trustee, the Principal Paying Agent and, in accordance with Condition 16, the Noteholders (which notice shall be irrevocable), substitute at any time all (and not some only) of the Notes for, or vary the terms of the Notes so that they become Rating Agency Compliant Securities, and the Trustee shall (subject to the following provisions of this paragraph (ii) and subject to the receipt by it of certificates of Authorised Signatories referred to below and in the definition of Qualifying Tier 2 Securities and Rating Agency Compliant Securities) agree to such substitution or variation. The Trustee shall, at the request and expense of the Issuer, use its reasonable endeavours to assist the Issuer in the substitution or variation of the Notes for or into Rating Agency Compliant Securities provided that the Trustee shall not be obliged to participate or assist in any such substitution or variation if the terms of the securities into which the Notes are to be substituted or are to be varied impose, in the Trustee's opinion, more onerous obligations upon it. If the Trustee does not so participate or assist as provided above, the Issuer may, subject as provided above, redeem the Notes as provided above.

Prior to the publication of any notice of substitution, variation or redemption pursuant to this Condition 6(f) the Issuer shall deliver to the Trustee a certificate signed by two Authorised Signatories stating that a Rating Methodology Event has occurred and is continuing as at the date of the certificate. Upon expiry of such notice the Issuer shall (subject to Condition 6(b) and, in the case of a redemption, to Condition 3(b), Condition 6(a)(ii), Condition 6(a)(iii), Condition 6(a)(iv) and Condition 6(a)(v)) either redeem, vary or substitute the Notes, as the case may be, pursuant to the relevant terms of this Condition 6(f).

In connection with any substitution or variation in accordance with this Condition 6(f), the Issuer shall comply with the rules of any stock exchange or other relevant authority on which the Notes are for the time being listed or admitted to trading.5(d), the Issuer shall comply with the rules of any stock exchange or other relevant authority on which the Notes are for the time being listed or admitted to trading.

(ge)      Purchases

Subject to Conditions 3(b) and 6Condition 5(b), the Issuer and any of its Subsidiaries for the time being may at any time purchase Notes in the open market or otherwise and at any price.

(hf)       Cancellation

All Notes purchased by or on behalf of the Issuer or any of its Subsidiaries may (at the option of the Issuer or the relevant Subsidiary) be held, reissued, resold or surrendered for cancellation by surrendering the Certificate representing such Notes to the Registrar and, if so surrendered, shall, together with all Notes redeemed by the Issuer, be cancelled forthwith. Any Notes so redeemed or surrendered for cancellation may not be reissued or resold and the obligations of the Issuer in respect of any such Notes shall be discharged.

(ig)       Trustee not obliged to monitor

The Trustee shall not be under any duty to monitor whether any event or circumstance has happened or exists within this Condition 65 and will not be responsible to Noteholders for any loss arising from any failure or delay by the Trustee to do so. Unless and until the Trustee has actual knowledge or express notice of the occurrence of any event or circumstance within this Condition 65, it shall be entitled to assume that no such event or circumstance exists.

6.          7. Payments

(a)        Method of payment

(i)         Payments of principal in respect of Notes shall be made in USD against presentation and surrender of the relevant Certificates at the specified office of any of the Transfer Agents or of the Registrar and in the manner provided in paragraph (ii) below.

(ii)         Interest (including Arrears of Interest) on the Notes shall be paid in USD to the person shown on the Register at the close of business on the fifteenth day before the due date for payment thereof (the "Record Date"). Payments of interest on each Note shall be made in USD by transfer to a USD account maintained by or on behalf of the payee with a bank and (in the case of interest payable on redemption) upon presentation and surrender of the relevant Certificates at the specified office of any of the Transfer Agents or of the Registrar.

(b)        Payments subject to fiscal laws

All payments are in all cases subject to any applicable fiscal or other laws, regulations and directives in any jurisdiction and the Issuer will not be liable to pay any additional amount in respect of taxes or duties of whatever nature imposed or levied by or pursuant to such laws, regulations or directives, but without prejudice to the provisions of Condition 87. No commission or expenses shall be charged to the Noteholders in respect of such payments. For the purpose of this paragraph, the phrase "subject to any applicable fiscal or other laws, regulations and directives" shall include any withholding or deduction imposed by sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended ("FATCA"), any regulations thereunder, any law implementing an inter-governmental approach thereto, any agreement entered into pursuant to FATCA, or any official interpretation of FATCA.

(c)        Appointment of Agents

The Principal Paying Agent, the Paying Agents, the Registrar, and the Transfer Agents and the Agent Bank initially appointed by the Issuer and their respective specified offices are listed below. Subject as provided in the Agency Agreement, the Principal Paying Agent, the Paying Agents, the Agent Bank, the Registrar and the Transfer Agents act solely as agents of the Issuer and do not assume any obligation or relationship of agency or trust for or with any Noteholder. The Issuer reserves the right at any time with the approval of the Trustee to vary or terminate the appointment of the Principal Paying Agent, any other Paying Agent, the Agent Bank, the Registrar and any Transfer Agent and to appoint additional or other Paying Agents or Transfer Agents, provided that the Issuer shall at all times maintain: (i) a Principal Paying Agent,; (ii) a Registrar,; and (iii) a Transfer Agent, and (iv) an Agent Bank whenever and for so long as a function expressed in these Conditions to be performed by the Agent Bank is required to be performed.

Notice of any such change or any change of any specified office shall promptly be given to the Noteholders in accordance with Condition 165.

(d)        Non-Business Days

If any date for payment in respect of any Note is not a Business Day, the Noteholder shall not be entitled to payment until the next following Business Day and shall not be entitled to any interest or other sum in respect of such postponed payment.

7.         8. Taxation

All payments of principal and interest by or on behalf of the Issuer in respect of the Notes shall be made free and clear of, and without withholding or deduction for or on account of, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any Taxing Territory, unless such withholding or deduction is required by law. In that event, the Issuer shall pay such additional amounts of interest but not, for the avoidance of doubt, of principal as shall result in receipt by the Noteholders of such amounts of interest as would have been received by them had no such withholding or deduction been required by law to be made ("Additional Amounts"), except that no such Additional Amounts shall be payable with respect to any Note:

            (a)        Other connection

in respect of which the relevant Certificate is presented for payment by or on behalf of a holder who is liable to such taxes, duties, assessments or governmental charges in respect of such Note by reason of his having some connection with that Taxing Territory other than the mere holding of the Note; or

(b)        Lawful avoidance of withholding

in respect of which the relevant Certificate is presented for payment by or on behalf of, a holder who could lawfully avoid (but has not so avoided) such deduction or withholding by complying or procuring that any third party complies with any statutory requirements or by making or procuring that any third party makes a declaration of non-residence or other similar claim for exemption in the place where the relevant Certificate is presented for payment; or

(c)        Presentation more than 30 days after the Relevant Date

in respect of which the relevant Certificate is presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder of it would have been entitled to such Additional Amounts on presenting it for payment on the thirtieth day after the Relevant Date; or

(d)        Any combination

where such withholding or deduction arises out of any combination of paragraphs (a) to (c) above.

As used in these Conditions, "Relevant Date" in respect of any Note means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date seven days after that on which notice is duly given to the Noteholders that, upon further presentation of the relevant Certificate (if required) being made in accordance with the Conditions, such payment will be made, provided that payment is in fact made upon such presentation. References in these Conditions to principal and/or interest shall be deemed to include any Additional Amounts that may be payable under this Condition or any undertaking given in addition to or in substitution for it under the Trust Deed.

8.         9. Prescription

Claims against the Issuer for payment in respect of the Notes shall be prescribed and become void unless made within ten years (in the case of principal) or five years (in the case of interest including, without limitation, Arrears of Interest) from the appropriate Relevant Date in respect of them.

9.          10. Events of default and enforcement

(a)        Rights to institute and/or prove in a winding-up

Notwithstanding any of the provisions below in this Condition 109, the right to institute winding-up proceedings is limited to circumstances where payment has become due and is not duly paid. Pursuant to Condition 3(b), no principal, interest or any other amount will be due on the relevant payment date if the Solvency Condition is not satisfied, at the time of and immediately after any such payment. In the case of any payment of interest in respect of the Notes, such payment may be deferred pursuant to Condition 5(a) and if so deferred will not be due, and will be deferred and not be due if Condition 5(b) applies, and, in the case of payment of principal, such payment will be deferred and will not be due if Condition 6(a)(ii) applies or the Relevant Regulator does not consent to the redemption or objects to the redemption (to the extent that consent or non-objection is then required by the Relevant Regulator or the Relevant Rules), or such redemption otherwise cannot be effected in compliance with the Relevant Rules on such date.

If default is made for a period of 14 days or more in the payment of any interest due (including, without limitation, Arrears of Interest) or principal due in respect of the Notes or any of them, the Trustee in its discretion may, and if so requested by Noteholders of at least one quarter in principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution shall (subject in each case to Condition 109(d)) institute proceedings for the winding-up of the Issuer and/or prove in the winding-up or administration of the Issuer and/or claim in the liquidation of the Issuer for such payment, but may take no further or other action to enforce, prove or claim for any such payment. No payment in respect of the Notes or the Trust Deed may be made by the Issuer pursuant to Condition 109(a), nor will the Trustee accept the same, otherwise than during or after a winding-up of the Issuer or after an administrator of the Issuer has given notice that it intends to declare and distribute a dividend, unless the Issuer has given prior written notice (with a copy to the Trustee) to, and received confirmation of consent or non-objection (if required) from, the Relevant Regulator, which the Issuer shall confirm in writing to the Trustee.

(b)        Amount payable on winding-up or administration

If an order is made by the competent court or resolution passed for the winding-up of the Issuer (except, in any such case, a solvent winding-up, solely for the purpose of a reconstruction or amalgamation of the Issuer, the terms of which reconstruction or amalgamation (i) have previously been approved in writing by the Trustee or by an Extraordinary Resolution and (ii) do not provide that the Notes shall thereby become payable) or an administrator of the Issuer gives notice that it intends to declare and distribute a dividend, the Trustee at its discretion may, and if so requested by Noteholders of at least one-quarter in principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution shall (subject in each case to Condition 109(d)), give notice to the Issuer (or, as applicable, the administrator or liquidator) that the Notes are, and they shall accordingly forthwith become, immediately due and repayable at their principal amount together with Arrears of Interest, if any, and any other accrued interest, and the claim in respect thereof will be subordinated as provided in Condition 3(a).

(c)        Enforcement

Without prejudice to Condition 10Conditions 9(a) or 9(b), the Trustee may at its discretion and without further notice institute such proceedings against the Issuer as it may think fit to enforce any obligation, condition or provision binding on the Issuer under the Trust Deed, or the Notes (other than any payment obligation of the Issuer under or arising from the Notes or the Trust Deed including, without limitation, payment of any principal or interest (including, without limitation, Arrears of Interest) in respect of the Notes and any damages awarded for breach of any obligations) and in no event shall the Issuer, by virtue of the institution of any such proceedings, be obliged to pay any sum or sums (in cash or otherwise) sooner than the same would otherwise have been payable by it. Nothing in this Condition 109(c) shall, subject to Condition 109(a), prevent the Trustee instituting proceedings for the winding-up of the Issuer, proving in any winding-up of the Issuer and/or claiming in any liquidation of the Issuer in respect of any payment obligations of the Issuer arising from the Notes or the Trust Deed (including without limitation, payment of any principal or interest (including, without limitation, Arrears of Interest) in respect of the Notes and any damages awarded for any breach of any obligations).

(d)        Entitlement of the Trustee

The Trustee shall not be bound to take any of the actions referred to in Conditions 109(a), 109(b) or 109(c) to enforce the obligations of the Issuer under the Trust Deed or the Notes unless: (i) it shall have been so directed by an Extraordinary Resolution of the Noteholders or so requested in writing by the holders of at least one-quarter in principal amount of the Notes then outstanding; and (ii) it shall have been indemnified and/or secured and/or prefunded to its satisfaction.

(e)        Right of Noteholders

No Noteholder shall be entitled to proceed directly against the Issuer or to institute proceedings for the winding-up or claim in the liquidation of the Issuer or to prove in such winding-up unless the Trustee, having become so bound to proceed or being able to prove in such winding-up or claim in such winding-up, fails to do so within a reasonable period and such failure shall be continuing, in which case the Noteholder shall have only such rights against the Issuer as those which the Trustee is entitled to exercise as set out in this Condition 109.

(f)         Extent of Noteholders' remedy

No remedy against the Issuer, other than as referred to in this Condition 109, shall be available to the Trustee or the Noteholders, whether for the recovery of amounts owing in respect of the Notes or under the Trust Deed or in respect of any breach by the Issuer of any of its other obligations under or in respect of the Notes or under the Trust Deed.

10.        11. Meetings of Noteholders, modification, waiver and substitution

(a)        Meetings of Noteholders

The Trust Deed contains provisions for convening meetings of Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provisions of the Trust Deed. Such a meeting may be convened by Noteholders holding not less than 10 per cent. in principal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution shall be one or more persons holding or representing a clear majority in principal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons holding or representing Noteholders whatever the principal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of the Notes or any date for payment of interest or Arrears of Interest on the Notes, (ii) to reduce or cancel the principal amount of the Notes, (iii) to reduce the rate or rates of interest or Arrears of Interest in respect of the Notes or to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating any interest amount in respect of the Notes, (iv) to vary the currency or currencies of payment or denomination of the Notes, (v) to take any steps that as specified hereon may only be taken following approval by an Extraordinary Resolution to which the special quorum provisions apply, (vi) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution, or (vii) to modify Condition 3, in which case the necessary quorum shall be one or more persons holding or representing not less than two-thirds, or at any adjourned meeting not less than one-third, in principal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed).

The agreement or approval of the Noteholders shall not be required in the case of any variation of these Conditions and/or the Trust Deed made in the circumstances described in Condition 65(c) or 65(ed) in connection with the substitution or variation of the Notes so that they remain or become Qualifying Tier 2 Securities or in the circumstances described in Condition 6(f) in connection with the substitution or variation of the Notes so that they become Rating Agency Compliant Securities, and to which the Trustee has agreed pursuant to the relevant provisions of Conditions 6 5(c), 6(e) or 65(fd), as the case may be.

(b)        Modification of the Trust Deed or the Agency Agreement

The Trustee may agree, without the consent of the Noteholders, to (i) any modification of any of these Conditions and the provisions of the Trust Deed or the Agency Agreement that is in the opinion of the Trustee of a formal, minor or technical nature or is made to correct a manifest error, and (ii) any other modification (except as mentioned in the Trust Deed), and any waiver or authorisation of any breach or proposed breach, of any of these Conditions and the provisions of the Trust Deed or the Agency Agreement that is in the opinion of the Trustee not materially prejudicial to the interests of the Noteholders.

Any such modification, authorisation or waiver shall be binding on the Noteholders and, unless the Trustee agrees otherwise, be notified by the Issuer to the Noteholders as soon as practicable thereafter in accordance with Condition 165.

(c)        Notice to Relevant Regulator

No modification to these Conditions or any other provisions of the Trust Deed shall become effective unless (to the extent then required by the Relevant Regulator or the Relevant Rules) the Issuer shall have given at least one month's prior written notice to, and received confirmation of consent or no objection from, the Relevant Regulator (or such other period of notice as the Relevant Regulator may from time to time require or accept) and the Issuer shall promptly provide a copy to the Trustee.

(d)        Substitution

The Trustee may agree with the Issuer, without the consent of the Noteholders, to the substitution on a subordinated basis equivalent to that referred to in Condition 3 of any person or persons incorporated in any country in the world (the "Substitute Obligor") in place of the Issuer (or any previous Substitute Obligor under this Condition) as a new principal debtor under the Trust Deed and the Notes provided that:

(i)         a trust deed is executed or some other form of undertaking is given by the Substitute Obligor in form and manner satisfactory to the Trustee, agreeing to be bound by the terms of the Trust Deed and the Notes, with any consequential amendments which the Trustee may deem appropriate, as fully as if the Substitute Obligor had been named in the Trust Deed and on the Notes as the principal debtor in place of the Issuer (or of any previous Substitute

Obligor, as the case may be);

(ii)         (unless the successor in business of the Issuer is the Substitute Obligor) the obligations of the Substitute Obligor under the Trust Deed and the Notes are guaranteed by the Issuer (or the successor in business of the Issuer) on a subordinated basis equivalent to that referred to in Condition 3 and in the Trust Deed and in a form and manner satisfactory to the Trustee, and provided further that the obligations of such guarantor shall be subject to a solvency condition equivalent to that set out in Condition 3(b), such guarantor shall not exercise rights of subrogation or contribution against the Substitute Obligor without the consent of the Trustee and the only event of default applying to such guarantor shall be an event of default equivalent to that set out in Condition 109(a);

(iii)        the directors of the Substitute Obligor or other officers acceptable to the Trustee certify that the Substitute Obligor is solvent at the time at which the said substitution is proposed to be effected (and the Trustee may rely absolutely on such certification and shall not be bound to have regard to the financial condition, profits or prospects of the Substitute Obligor or to compare the same with those of the Issuer);

(iv)        (without prejudice to the rights of reliance of the Trustee under sub-paragraph (iii) above) the Trustee is satisfied that the said substitution is not materially prejudicial to the interests of the Noteholders;

(v)         (without prejudice to the generality of sub-paragraph (i) above) the Trustee may in the event of such substitution agree, without the consent of the Noteholders, to a change in the law governing the Trust Deed and/or the Notes, provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Noteholders; and

(vi)        the Issuer and the Substitute Obligor comply with such other requirements as are reasonable in the interests of the Noteholders, as the Trustee may direct.

In connection with any proposed substitution as aforesaid, the Trustee shall have regard to the interests of the Noteholders as a class and the Trustee shall not have regard to the consequences of such substitution or such exercise for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory. In connection with any substitution or such exercise as aforesaid, no Noteholder shall be entitled to claim, whether from the Issuer, the Substitute Obligor or the Trustee or any other person, any indemnification or payment in respect of any tax consequence of any such substitution or any such exercise upon any individual Noteholders except to the extent already provided in Condition 87 and/or any undertaking given in addition thereto or in substitution therefor pursuant to the Trust Deed.

Any substitution pursuant to this Condition 110 shall be subject (to the extent then required by the Relevant Regulator or the Relevant Rules) to any notifications to, or confirmation of consent or non-objection from, the Relevant Regulator.

11.        12. Entitlement of the Trustee

In connection with the exercise of its functions (including but not limited to those referred to in Condition 110) the Trustee shall have regard to the interests of the Noteholders as a class and shall not have regard to the consequences of such exercise for individual Noteholders and the Trustee shall not be entitled to require, nor shall any Noteholder or be entitled to claim, from the Issuer any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders.

12.        13. Limitation on Trustee actions and indemnification of the Trustee

(a)        Limitation on Trustee actions

The Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its opinion based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction. Furthermore, the Trustee may also refrain from taking such action if it would otherwise render it liable to any person in that jurisdiction or if, in its opinion based upon such legal advice, it would not have the power to do the relevant thing in that jurisdiction by virtue of any applicable law in that jurisdiction or if it is determined by any court or other competent authority in that jurisdiction that it does not have such power.

(b)        Indemnification of the Trustee

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including (i) provisions relieving it from taking any action unless indemnified and/or secured and/or prefunded to its satisfaction and (ii) provisions limiting or excluding its liability in certain circumstances. The Trustee is entitled to enter into business transactions with the Issuer and any entity related to the Issuer without accounting for any profit.

13.       14. Replacement of Notes and Certificates

If a Certificate is lost, stolen, mutilated, defaced or destroyed, it may be replaced, subject to applicable laws, regulations and stock exchange or other relevant authority regulations, at the specified office of the Registrar or such other Transfer Agent as the case may be, as may from time to time be designated by the Issuer for the purpose and notice of whose designation is given to Noteholders, in each case on payment by the claimant of the fees and costs incurred in connection therewith and on such terms as to evidence, security and indemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed Certificate is subsequently presented for payment, there shall be paid to the Issuer on demand the amount payable by the Issuer in respect of such Certificates) and otherwise as the Issuer may require. Mutilated or defaced Certificates must be surrendered before replacements will be issued.

14.       15. Further issues

The Issuer may from time to time without the consent of the Noteholders create and issue further securities either having the same terms and conditions as the Notes in all respects (or in all respects except for the first payment of interest on them) and so that such further issue shall be consolidated and form a single series with the outstanding securities of any series (including the Notes) or upon such terms as the Issuer may determine at the time of their issue. References in these Conditions to the Notes include (unless the context requires otherwise) any other securities issued pursuant to this Condition and forming a single series with the Notes. Any further securities forming a single series with the outstanding securities of any series (including the Notes) constituted by the Trust Deed or any deed supplemental to it shall, and any other securities may (with the consent of the Trustee), be constituted by the Trust Deed. The Trust Deed contains provisions for convening a single meeting of the Noteholders and the holders of securities of other series where the Trustee so decides.

15.       16. Notices

Notices to Noteholders shall be mailed to them at their respective addresses in the Register and, if and for so long as the Notes are admitted to trading on the London Stock Exchange or on any other stock exchange, notices will also be given in accordance with any applicable requirements of such stock exchange. Any notice shall be deemed to have been given on the second weekday (being a day other than a Saturday or a Sunday) after the date of mailing or on the date of publication, or, if published more than once or on different dates, on the first date on which publication is made.

16.       17. Contracts (Rights of Third Parties) Act 1999

No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999.

17.       18. Definitions

As used herein:

"5-year Treasury Rate" means, in respect of any Reset Period:

(i)         the rate in per cent. per annum equal to the arithmetic mean of the bid and offered yields of the relevant Reference Bond as determined by the Agent Bank in a commercially reasonable manner by reference to the Screen Page at approximately 11:00 a.m. (New York time) on the Reset Determination Date in respect of such Reset Period; or

(ii)         if such rate does not appear on the Screen Page at such time on the Reset Determination Date in respect of such Reset Period, the Reset Reference Bank Rate on such Reset Determination Date.

"Additional Amounts" has the meaning given to it in Condition 87;

"Arrears of Interest" has the meaning given to it in Condition 5(c);Amendment Effective Date" means [●]^[1];

"Assets" means the unconsolidated gross assets of the Issuer, as shown in the latest published audited balance sheet of the Issuer, but adjusted for subsequent events, all in such manner as the Directors may determine;Additional Tier 1 Capital" has the meaning given to it for the purposes of the Relevant Rules from time to time (including, without limitation, by virtue of the operation of any grandfathering provisions under the Relevant Rules);

"Authorised Signatory" has the meaning given to it in the Trust Deed;

"Business Day" means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for business:

(i)         (in the case of Condition 2(b)) in the place of the specified office of the relevant Transfer Agent or the Registrar (as the case may be);

(ii)         (in the case of Condition 76(d)) in the relevant place of presentation; or

(iii)        (in any other case) in London and New York;

A "Capital Disqualification Event" isshall be deemed to have occurred if as a result of any replacement of or change to (or change to the interpretation by any court or authority entitled to do so of) the Relevant Rules,at any time the Issuer determines that there is a change (which has occurred and which the Relevant Regulator considers to be sufficiently certain) in the regulatory classification of the relevant series of the Notes, in any such case becoming effective on or after the Amendment Effective Date, that results, or would be likely to result, in the entire principal amount of such series of the Notes then outstanding is fullybeing excluded from counting asthe Tier 2 Capital for the purposes of the Issuer or the Group, whether on a solo, group or consolidated basis, except (in any case) where such non-qualification is only as a result of any applicable limitation on the amount of such capitalof the Issuer and/or the Group, and, for the avoidance of doubt, any amortisation of the Notes pursuant to Article 64 of the CRD IV Regulation (or any equivalent or successor provision) shall not constitute a Capital Disqualification Event;

"Compulsory Interest Payment Date" means any Interest Payment Date in respect of which during the immediately preceding six months a Compulsory Interest Payment Event has occurred, and which is not a Mandatory Interest Deferral Date and on which the Solvency Condition is satisfied;CRD IV" means the legislative package consisting of the CRD IV Directive and the CRD IV Regulation;

"Compulsory Interest Payment Event" means:CRD IV Directive" means the Directive (2013/36/EU) of the European Parliament and of the Council on the access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms dated 26 June 2013, as amended or replaced from time to time;

(i)         any declaration, payment or making of a dividend or distribution by the Issuer to its ordinary shareholders;

(ii)        any repurchase by the Issuer of its ordinary shares for cash, provided such repurchase is not made in the ordinary course of business of the Issuer in connection with any share option scheme or share ownership scheme for management or employees of the Issuer or management or employees of affiliates of the Issuer;

(iii)        any declaration or payment of dividends, interest or other payment (including, for the avoidance of doubt, any payment of principal) by the Issuer in respect of any Pari Passu

Securities or Junior Securities (in each case, other than any Mandatory Payment); or

(iv)        any Pari Passu Securities or Junior Securities being purchased by the Issuer or any

Subsidiary of the Issuer;"CRD IV Regulation" means the Regulation (EU No. 575/2013) of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms dated 26 June 2013, as amended or replaced from time to time;

"Directors" means the directors of the Issuer;

"Existing Undated Tier 2 Notes" means the 6.75 per cent. sterling fixed rate subordinated perpetual notes originally issued by SL Finance plc (which was subsequently substituted for the Issuer) on 12 July 2002 (ISIN: XS0151267878);

"Extraordinary Resolution" has the meaning given to it in the Trust Deed;

"First Call Date" means 30 June 2028;

"Group" means, at any time, the Group Holding CompanyIssuer and its Subsidiaries at such time;

"Group Holding Company" means, as at the Issue Date, the Issuer, or, as at any time after the Issue Date, the ultimate insurance holding company of the Issuer, if different to the Issuer, that is subject to consolidated supervision by the Relevant Regulator for the purposes of the Relevant

Rules;

"Group Insurance Undertaking" means an insurance undertaking within the meaning of the

Relevant Rules whose data is included for the purposes of the calculation of the Solvency Capital

Requirement of the Group pursuant to the Relevant Rules;

"Initial Interest Rate" means 4.25 per cent. per annum; "Insolvent Insurer Winding-up" means:

(i)         the winding-up of any Group Insurance Undertaking; or

(ii)        the appointment of an administrator of any Group Insurance Undertaking,

in each case, where the Issuer has determined, acting reasonably, that the assets of that Group Insurance Undertaking may or will be insufficient to meet all the claims of the policyholders and/or beneficiaries pursuant to contracts of insurance written by that Group Insurance Undertaking which is in winding-up or administration (and for these purposes, the claims of such policyholders or such beneficiaries pursuant to a contract of insurance shall include all amounts to which such policyholders or such beneficiaries are entitled under applicable legislation or rules relating to the winding-up of insurance companies to reflect any right to receive or expectation of receiving benefits which such policyholders or such beneficiaries may have);

"Interest Payment Date" means 30 June and 30 December in each year, from (and including) 30

June 2018 to (and including) the Maturity Date;

"Interest Rate" means 4.25 per cent. per annum;

"Issue Date" means 18 October 2017, being the date of the initial issue of the Notes;

"Junior Securities" has the meaning given to it in Condition 3(a);

"Liabilities" means the unconsolidated gross liabilities of the Issuer, as shown in the latest published audited balance sheet of the Issuer, but adjusted for contingent liabilities and for subsequent events, all in such manner as the Directors may determine;

"Mandatory Interest Deferral Date" means each Interest Payment Date in respect of which a Regulatory Deficiency Interest Deferral Event has occurred and is continuing or would occur if payment of interest (in whole or in part) were made on such Interest Payment Date;

"Mandatory Payment" means, in respect of any Pari Passu Securities or Junior Securities, any distribution, payment (including, for the avoidance of doubt, any payment of principal) or dividend that the board of directors of the Issuer is not permitted to cancel, defer, pass or eliminate at its discretion, or continue to cancel, defer, pass or eliminate;

"Maturity Date" means 30 June 20428;

"Minimum Capital Requirement" means the Minimum Capital Requirement, the minimum consolidated group Solvency Capital Requirement or such other applicable minimum capital requirements (as applicable) referred to in the Relevant Rules;

"Optional Interest Payment Date" means any Interest Payment Date other than a Compulsory

Interest Payment Date or a Mandatory Interest Deferral Date;

"Pari Passu Creditors" means creditors of the Issuer whose claims rank, or are expressed to rank, pari passu with, the claims of the Noteholders, including holders of Pari Passu Securities;

"Pari Passu Securities" has the meaning given to it in Condition 3(a);

"Qualifying Tier 2 Securities" means securities issued (including by way of exchange, conversion or otherwise) directly by the Issuer or indirectly and guaranteed by the Issuer (such guarantee to rank on a subordinated basis equivalent to that referred to in Condition 3 and in the Trust Deed) that:

(i)         have terms not materially less favourable to a holder than the terms of the Notes, as reasonably determined by the Issuer in consultation with an independent investment bank of international standing, provided that they shall (1) contain terms which comply with the Relevant Rules (on the basis that the Notes are intended to qualify as Tier 2 Capital), (2) carry the same rate of interest from time to time as that applying to the Notes, (3) rank senior to, or pari passu with, the Notes, and (4) preserve any existing rights under these Conditions to any accrued interest and any Arrears of Interest which haves not been paid; and

(ii)        are listed or admitted to trading on the regulated market of the London Stock Exchange or such other stock exchange as is a Recognised Stock Exchange at that time as selected by the Issuer and notified in writing to the Trustee,

and provided that a certification to the effect of (i) above, signed by two Authorised Signatories, shall have been delivered to the Trustee (upon which the Trustee shall be entitled to rely without further investigation and without liability to any person) prior to the issue of the relevant securities;

"Rating Agency" means Moody's Investors Service Ltd. or Standard & Poor's Credit Market Services

Europe Limited or any of their respective successors;

"Rating Agency Compliant Securities" means securities issued directly or indirectly by the Issuer that are:

(i)         Qualifying Tier 2 Securities; and

(ii)        assigned substantially the same equity content or, at the absolute discretion of the Issuer, a lower equity content (provided such equity content is still higher than the equity content assigned to the Notes immediately after the occurrence of the relevant Rating Methodology Event) that was assigned by any Rating Agency to the Notes on or around the Issue Date and provided that a certification to such effect of two Authorised Signatories shall have been delivered to the Trustee (upon which the Trustee shall be entitled to rely without further investigation and without liability to any person) prior to the issue of the relevant securities;

"Rating Methodology Event" will be deemed to occur upon a change in methodology of any Rating Agency (or in the interpretation of such methodology) as a result of which the equity content assigned by such Rating Agency to the Notes is, in the reasonable opinion of the Issuer, materially reduced when compared with the equity content assigned by such Rating Agency to the Notes on or around the Issue Date;

"Recognised Stock Exchange" means a recognised stock exchange as defined in section 1005 of the Income Tax Act 2007 as the same may be amended from time to time and any provision, statute or statutory instrument replacing the same from time to time;

"Record Date" has the meaning given to it in Condition 76(a);

"Reference BanksRegulatory Approval" means five banks which are primary U.S. Treasury securities dealers or market makers in pricing corporate bond issues denominated in USD (excluding, in respect of any action, such supervisory permission required within prescribed periods from, the Relevant Regulator, or such waiver of the then Agent Bank or any of its affiliates), as selected by the Agent Bank after consultation with the Issuer;  prevailing Relevant Rules from the Relevant Regulator (if any), as is required under the then prevailing Relevant Rules;

"Reference Bond" means, in respect of any Reset Period, the U.S. Treasury security, as selected by the Issuer on the advice of an investment bank of international repute, that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in USD and with a maturity date falling on or around the last day of such Reset Period;

"Reference Bond Quotation" means, with respect to each Reference Bank, the arithmetic mean, as determined by the Agent Bank, of the bid and offered yields for the relevant Reference Bond provided to the Agent Bank by such Reference Bank at approximately 11:00 a.m. (New York time) on the relevant Reset Determination Date for any Reset Period;

"Regulatory Deficiency Interest Deferral Event" means any event (including, without limitation, any event which causes any Solvency Capital Requirement or Minimum Capital Requirement applicable to the Issuer or all or part of the Group (which part includes the Issuer) to be breached and such breach is an event) which under the Relevant Rules requires the Issuer to defer payment of interest (or, if applicable, Arrears of Interest) in respect of the Notes and where the Relevant Regulator has not waived the requirement to defer payment of interest under the Notes (on the basis that the Notes are intended to qualify as Tier 2 Capital under the Relevant Rules); Preconditions" means, in relation to any redemption or purchase of the Notes, to the extent required by the Relevant Rules:

"Regulatory Deficiency Redemption Deferral Event" means any event (including, without limitation, where an Insolvent Insurer Winding-up has occurred and is continuing and any event which causes any Solvency Capital Requirement or Minimum Capital Requirement applicable to the Issuer or all or part of the Group (which part includes the Issuer) to be breached and the continuation of such Insolvent Insurer Winding-up is, or as the case may be, such breach is, an event) which under the Relevant Rules requires the Issuer to defer or suspend repayment or redemption of the Notes and where the Relevant Regulator has not waived the requirement to defer or suspend repayment or redemption of the Notes (on the basis that the Notes are intended to qualify as Tier 2 Capital under the Relevant Rules);

(i)         the Group having replaced the Notes with own funds instruments of equal or higher quality at terms that are sustainable for the income capacity of the Group; or

(ii)        the Issuer having demonstrated to the satisfaction of the Relevant Regulator that the own funds of the Group would, following such redemption or purchase, exceed its minimum capital requirements (including any capital buffer requirements) by a margin that the Relevant Regulator considers necessary at such time.

In addition, if at the time of such redemption, the Relevant Rules permit the redemption or purchase after compliance with one or more alternative or additional pre-conditions to those set out in this definition, the Issuer having complied with such other pre-condition(s).

"Relevant Date" has the meaning given to it in Condition 87;

"Relevant Regulator" means the UK Prudential RegulationFinancial Conduct Authority or such successor or other authority having primary supervisory authority with respect to prudential matters in relation to the Issuer and/or the Group;

"Relevant Rules" means, at any time, any legislation, rules, guidelines or regulations (whether having the force of law or otherwise) then applying to the Issuer or the Group relating, but not limited to, to own funds, capital resources, capital requirements, financial adequacy requirements or other prudential matters (including, but not limited to, the characteristics, features or criteria of any of the foregoing) and without limitation to the foregoing, includes (to the extent then applying as aforesaid) Solvency IICRD IV and any legislation, rules, guidelines or regulations of the Relevant Regulator relating to such matters;

"Reset Determination Date" means, in respect of any Reset Period, the second Business Day prior to the first day of each such Reset Period;

"Reset Margin" means 1.915 per cent. per annum;

"Reset Date" means the First Call Date and each date falling five, or an integral multiple of five, years thereafter;

"Reset Period" means each period from (and including) a Reset Date to (but excluding) the following

Reset Date;

"Reset Interest Rate" means, in respect of any Reset Period, the rate of interest determined by the Agent Bank on the relevant Reset Determination Date in respect of such Reset Period as the sum of:

(i)         the 5-year Treasury Rate in respect of such Reset Period (expressed as a rate per annum);

(ii)        the Reset Margin; and

(iii)        the step-up margin of 1.00 per cent. per annum.

"Reset Reference Bank Rate" means, in respect of any Reset Period, the rate in per cent. per annum determined by the Agent Bank on the basis of the Reference Bond Quotations provided by the relevant Reference Banks to the Agent Bank at approximately 11:00 a.m. (New York time) on the relevant Reset Determination Date for such Reset Period. If at least three such Reference Bond Quotations are provided, the Reset Reference Bank Rate will be the arithmetic mean of the Reference Bond Quotations provided, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest). If only two Reference Bond Quotations are provided, the Reset Reference Bank Rate will be the arithmetic mean of the Reference Bond Quotations provided. If fewer than two Reference Bond Quotations are provided, the Reset Reference Bank Rate for the relevant Reset Period will be (i) in the case of each Reset Period other than the first Reset Period, the 5-year Treasury Rate in respect of the immediately preceding Reset Period or (ii) in the case of the first Reset Period, the Initial Interest Rate less the

Reset Margin;

"Screen Page" means Bloomberg page PX1 or such other page as may replace it on Bloomberg or, as the case may be, on such other information service that may replace Bloomberg, as may be nominated by the Issuer on the advice of an investment bank of international standing for the purpose of displaying yields for the relevant Reference Bond;

"Senior Creditors" means: (a) creditors of the Issuer who are unsubordinated creditors of the Issuer including all policyholders of the Issuer and all beneficiaries under contracts of insurance written by the Issuer (for the avoidance of doubt, the claims of policyholders and such beneficiaries shall include all amounts to which policyholders or such beneficiaries are entitled under applicable legislation or rules relating to the winding-up of insurance companies to reflect any right to receive or expectation of receiving benefits which policyholders or such beneficiaries may have); and (b) other creditors of the Issuer whose claims are, or are expressed to be, subordinated to the claims of other creditors of the Issuer (other than those: (A) whose claims are in respect of instruments or obligations which constitute, or would but for any applicable limitation on the amount of any such capital constitute, (i): (i) Additional Tier 1 Capital; or (ii) Tier 2 Capital (in the case of any such tier whether issued on, before or after Solvency II Implementation); or (B) whose claims otherwise rank, or are expressed to rank, pari passu with, or junior to, the claims of the Noteholders);

"Solvency Capital Requirement" means the Solvency Capital Requirement or the consolidated group Solvency Capital Requirement (as applicable) referred to in, or any other applicable capital requirement howsoever described in, the Relevant Rules;

"Solvency II" means the Solvency II Directive and any implementing measures adopted pursuant to the Solvency II Directive including, without limitation, the Solvency II Regulation (for the avoidance of doubt, whether implemented by way of a regulation, a directive, guidelines or otherwise);

"Solvency II Directive" means Directive 2009/138/EC of the European Parliament and of the Council of the European Union of 25 November 2009 on the taking-up and pursuit of the business of insurance and reinsurance (Solvency II) (as amended);

"Solvency II Implementation" means 1 January 2016;

"Solvency II Regulation" means the Commission Delegated Regulation (EU) 2015/35 of 10 October 2014 supplementing Directive 2009/138/EC of the European Parliament and of the Council of the

European Union on the taking-up and pursuit of the business of insurance and reinsurance (Solvency II) (as amended);

"Subsidiary" has the meaning given to it under section 1159 of the Companies Act 2006 (as amended from time to time);

"successor in business" has the meaning given to it in the Trust Deed;

"Tax Law Change" has the meaning given to it in Condition 65(c);

"Taxing Territory" means the United Kingdom or any political subdivision or authority therein or thereof having power to tax, or any other territory or any political subdivision or authority thereof or therein having power to tax to whose taxing jurisdiction the Issuer becomes generally subject;

"Tier 1 Capital" has the meaning given to it for the purposes of the Relevant Rules from time to time (including, without limitation, by virtue of the operation of any grandfathering provisions under any Relevant Rules);

"Tier 2 Capital" has the meaning given to it for the purposes of the Relevant Rules from time to time (including, without limitation, by virtue of the operation of any grandfathering provisions under any Relevant Rules);

"UK Listing Authority" means the UK Financial Conduct Authority in its capacity as UK listing authority for the purposes of the Financial Services and Markets Act 2000 (as amended) ("FSMA") or any successor authority or authorities appointed as the competent UK listing authority for the purposes of Part VI (Official Listing) of FSMA or otherwise;

"United Kingdom" or "UK" means the United Kingdom of Great Britain and Northern Ireland;

"U.S." means the United States of America; and

"USD" and "$" means the lawful currency of the United States of America.

18.       19. Governing law and jurisdiction

(a)        Governing law

The Trust Deed and the Notes and any non-contractual obligations arising out of or in connection with the Trust Deed and the Notes are governed by, and shall be construed in accordance with, English law, save that the provisions of Condition 3 (and the related provisions of the Trust Deed) relating to the status and subordination of the Notes shall be governed by and construed in accordance with Scots law.

(b)        Jurisdiction

The Issuer has in the Trust Deed: (i) agreed for the benefit of the Trustee and the Noteholders that the Courts of England shall have exclusive jurisdiction to settle any dispute (a "Dispute") arising from or connected with the Notes; (ii) agreed that those courts are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue that any other courts are more appropriate or convenient; and (iii) consented to the enforcement of any judgment. The Trust Deed also states that nothing contained in the Trust Deed prevents the Trustee or any of the Noteholders from taking proceedings relating to a Dispute ("Proceedings") in any other courts with jurisdiction and that, to the extent allowed by law, the Trustee or any of the Noteholders may take concurrent Proceedings in any number of jurisdictions.

Schedule 2

AGREED FORM
SUPPLEMENTAL Trust Deed
DATED [.] NOVEMBER 2018
STANDARD LIFE ABERDEEN PLC as Issuer and HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED as Trustee modifying the provisions of the Trust Deed dated 18 October 2017 constituting Standard Life Aberdeen plc U.S.$750,000,000 4.25 per cent. Fixed Rate Subordinated Notes due 2028

THIS SUPPLEMENTAL Trust Deed is made on [.] november 2018

BETWEEN:

(1)        STANDARD LIFE ABERDEEN PLC (the Issuer); and

(2)        HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED (the Trustee, which expression, where the context so admits, includes its successors or any other trustee for the time being of the Principal Trust Deed).

WHEREAS:

(A)       On 18 October 2017, the Issuer issued its U.S.$750,000,000 4.25 per cent. Fixed Rate Reset Subordinated Notes due 2048 (the Notes which expression shall include, unless the context otherwise requires, any further Notes issued pursuant to Condition 15 of the Revised Conditions (as defined below) and forming a single series with the Notes) which are constituted by a trust deed between the parties hereto dated 18 October 2017 (hereinafter called the Principal Trust Deed).

(B)       On 24 October 2018, the Issuer deliver a notice of meeting to Noteholders in relation to certain proposed modifications to the Conditions and the Principal Trust Deed (the Notice of Meeting).

(C)       On [.] November 2018, by means of an Extraordinary Resolution (the Extraordinary Resolution) the Noteholders, amongst other things, (i) consented to the proposed modifications as set out in the Notice of Meeting in accordance with the Conditions and the Principal Trust Deed; and (ii)  authorised, directed and empowered the Trustee to execute this Supplemental Trust Deed.

(D)       On 19 October 2018 the Relevant Regulator provided its non-objection to the modifications to the Conditions and the Principal Trust Deed and a copy of such non-objection has been provided to the Trustee.

(E)       The parties have agreed to enter into this Supplemental Trust Deed in order to effect the modifications to the Conditions and the Principal Trust Deed.

(F)        This Supplemental Trust Deed is supplemental to the Principal Trust Deed.

NOW THIS DEED WITNESSES and it is hereby agreed and declared as follows: 

1.             Interpretation

Subject as hereinafter provided in this Supplemental Trust Deed and unless the context so admits, all words and expressions defined in the Principal Trust Deed shall have the same meanings in this Supplemental Trust Deed.

2.             Conditions

Words and expressions defined in the Revised Conditions and not defined in the main body of this Supplemental Trust Deed shall when used in this Supplemental Trust Deed have the same meanings as are given to them in the Revised Conditions.

3.             Enforceability

If at any time any provision of this Supplemental Trust Deed is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Supplemental Trust Deed nor the legality, invalidity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby.

4.             Modifications to the TERMS and conditions

The terms and conditions of the Notes set out in Schedule 2 of the Principal Trust Deed shall be deleted and replaced in its entirety with the revised terms and conditions set out in Schedule 1 hereto (such amended terms and conditions, the Revised Conditions).

5.             Modifications to the Trust Deed

The provisions of the Principal Trust Deed are hereby modified by:

(a)        the deletion of the word "Reset" in the description of the Notes on the front page, in Recital (A) and the definition of "Notes" in Clause 1.1 of the Principal Trust Deed;

(b)        the deletion of the figure "2048" in the description of the Notes on the front page, in Recital (A) and the definition of "Notes" in Clause 1.1 of the Principal Trust Deed and the replacement with the figure "2028";

(c)        the deletion of the words ", the Agent Bank" in the definition of "Agents" in Clause 1.1 of the Principal Trust Deed;

(d)        the deletion of the definition of "Agent Bank" in Clause 1.1 of the Principal Trust Deed;

(e)        the deletion of the words "Condition 10(a)" in the definition of "Event of Default" in Clause 1.1 of the Principal Trust Deed and replacement with the words "Condition 9(a)";

(f)        the deletion of the words "(ii) the determination of how many Notes are outstanding for the purposes of Conditions 10 and 11 and 0 and" in the definition of "outstanding" in Clause 1.1 of the Principal Trust Deed and replacement with the words "(ii) the determination of how many Notes are outstanding for the purposes of Conditions 9 and 10";

(g)        the deletion of the words "principal and/or", the replacement of the words "Condition 8" with the words "Condition 7" and the deletion of the words "and references in this Trust Deed to interest in respect of the Notes shall, where the context requires, include Arrears of Interest" in Clause 1.8(d) of the Principal Trust Deed;

(h)        the deletion of the words "Clause 5 and" and "and, where applicable, Clause 5" in Clause 2.2 of the Principal Trust Deed;

(i)         the deletion of the words "Condition 10" in Clause 2.2(b) of the Principal Trust Deed and replacement with the words "Condition 9";

(j)         the deletion of Clause 5.1 of the Principal Trust Deed and replacement in its entirety with:

"In the event of the winding-up of the Issuer (except, in any such case, a solvent winding-up solely for the purposes of a reconstruction or amalgamation or the substitution in place of the Issuer of a successor in business of the Issuer, the terms of which reconstruction, amalgamation or substitution: (i) have previously been approved in writing by the Trustee or by an Extraordinary Resolution; and (ii) do not provide that the Notes shall thereby become payable) or the appointment of an administrator of the Issuer where the administrator has given notice that it intends to declare and distribute a dividend, the payment obligations of the Issuer under or arising from the Notes and the Trust Deed, including any damages awarded for breach of any obligations in respect of the Notes, shall be subordinated in the manner provided in this Trust Deed to the claims of all Senior Creditors, but shall rank (a) at least pari passu with all other subordinated obligations of the Issuer which constitute Tier 2 Capital (other than the Existing Undated Tier 2 Notes) and all obligations which rank, or are expressed to rank, pari passu therewith (Pari Passu Securities); and (b) shall rank in priority to the claims of holders of: (i) the Existing Undated Tier 2 Notes; (ii) all obligations of the Issuer which constitute Additional Tier 1 Capital and all obligations which rank, or are expressed to rank, pari passu therewith; and (iii) all classes of share capital of the Issuer (together, the Junior Securities).";

(k)        the deletion of Clause 5.2 of the Principal Trust Deed and replacement in its entirety with "This Clause 5.2 is not used.";

(l)         the deletion of Clause 5.4 of the Principal Trust Deed and replacement in its entirety with "This Clause 5.4 is not used.";

(m)       the deletion of the words "Condition 9" in Clause 6.1 of the Principal Trust Deed and replacement with the words "Condition 8";

(n)        the deletion of the words "(in accordance with Conditions 6(a), 6(c), 6(d), 6(e) and 6(f))" and replacement with the words "(in accordance with Conditions 5(b), 5(c) and 5(d))" and deletion of the words "Condition 6," and replacement with the words "Condition 5," in Clause 7(m) of the Principal Trust Deed;

(o)        the deletion of Clause 7(n) of the Principal Trust Deed and replacement in its entirety with "This Clause 7(n) is not used.";

(p)        the deletion of Clause 7(o) of the Principal Trust Deed and replacement in its entirety with "This Clause 7(o) is not used.";

(q)        the deletion of the words "Condition 6(b)" and replacement with the words "Condition 5(b)" in Clause 7(p)(i) of the Principal Trust Deed;

(r)        the deletion of the words "pursuant to Condition 6(c), 6(e) or 6(f)" and replacement with the words "pursuant to Conditions 5(c) or 5(d)"  in Clause 7(p)(ii) of the Principal Trust Deed;

(s)        the deletion of Clause 7(q) of the Principal Trust Deed and replacement in its entirety with:

"Capital Disqualification Event: give to the Trustee, as soon as reasonably practicable upon becoming aware of the occurrence of a Capital Disqualification Event a certificate of two Authorised Signatories to the effect that a Capital Disqualification Event has occurred in accordance with Conditions 5(d) and the Trustee shall be able to accept such certificate without further investigation and without liability to any person;"

(t)         the deletion of Clause 9.2 of the Principal Trust Deed and replacement in its entirety with:

"The Trustee need not notify anyone of the execution of this Trust Deed or any related document or do anything to find out if an Event of Default, Potential Event of Default, Tax Law Change or Capital Disqualification Event has happened or if the Issuer has issued any notes, bonds or other securities, or given any guarantee of any nature, ranking in priority to or pari passu with or junior to the Notes and, until it shall have actual knowledge or express notice pursuant to this Trust Deed to the contrary, the Trustee shall be entitled to assume that no such Event of Default, Potential Event of Default, Tax Law Change or Capital Disqualification Event has happened and that the Issuer is observing and performing all the obligations on its part contained in the Notes and under this Trust Deed and no event has happened as a consequence of which any of the Notes may become repayable."

(u)        references in Clause 7(s) of the Principal Trust Deed to "Condition 6" to be deleted and replaced with the words "Condition 5";

(v)        the deletion of the words "or optional redemption" from the title of the subclause, the deletion of the words "Condition 6(c)" and the replacement with the words "Condition 5(c)" and the deletion of the words  "or Condition 6(d)" in Clause 7(u) of the Principal Trust Deed;

(w)       references in Clause 9.3(a) of the Principal Trust Deed to "Condition 6" to be replaced with the words "Condition 5";

(x)        the deletion of the words "Conditions 5(b), 6(a), 6(c), 6(e) and 6(f)" and replacement with the words "Conditions 5(c) and 5(d)" in Clause 9.5 of the Principal Trust Deed;

(y)        the deletion of Clause 9.28 of the Principal Trust Deed and replacement in its entirety with:

"Trustee Liability for Relevant Regulator The Trustee shall have no responsibility for, or liability or obligations in respect of any failure to receive consent or no objection from, the Relevant Regulator."

(z)        the deletion of the words "to Condition 10(d) or if such breach or proposed breach relates to a term mentioned in the proviso to paragraph 3 of 0" in Clause 11.1 of the Principal Trust Deed and replacement with the words "to Condition 9(d) or if such breach or proposed breach relates to a term mentioned in the proviso to paragraph 3 of Schedule 3";

(aa)      the deletion of the words "Conditions 10(a), 10(b) or 10(c)" and the replacement with the words "Conditions 9(a), 9(b) or 9(c)" in Clause 11.3 of the Principal Trust Deed;

(bb)      the deletion of the words "Condition 10" and the replacement with the words "Condition 9" in Clause 11.4 of the Principal Trust Deed;

(cc)      the deletion of the words "Condition 10" and the replacement with the words "Condition 9" in Clause 11.5 of the Principal Trust Deed;

(dd)      the deletion of the words "Condition 16" and the replacement with the words "Condition 15" in Clause 13.1 of the Principal Trust Deed;

(ee)      the deletion of the words "the proviso to paragraph 3 of 0" in Clause 13.1(b) of the Principal Trust Deed and replacement with the words "the proviso to paragraph 3 of Schedule 3";

(ff)       the deletion of the words ", and provided further that the obligations of such guarantor shall be subject to a solvency condition equivalent to that set out in Condition 3(b)" and the replacement of the words "Condition 10(a)" with the words "Condition 9(a)" in Clause 13.3(a) of the Principal Trust Deed;

(gg)      references in Clause 13.4 of the Principal Trust Deed to "Condition 16" to be replaced with the words "Condition 15";

(hh)      by the deletion of the Form of Global Certificate set out in Part 1 of Schedule 1 of the Principal Trust Deed and the substitution therefor of the Form of Global Certificate set out in Schedule 2 hereto;

(ii)        the deletion of the figure "2048" in Part 2 of Schedule 1 of the Principal Trust Deed and the replacement with the figure "2028"; and

(jj)        the deletion of all references to Agent Bank in Part 2 of Schedule 1 of the Principal Trust Deed.

6.             Old Global Certificate

For the avoidance of doubt, the Global Certificate in issue and representing the Notes prior to the date hereof (the Old Global Certificate) shall, on and from the date hereof, be void and of no effect. The Issuer shall procure that the Old Global Certificate is surrendered for cancellation as soon as practicable following such date. On and from the date hereof the Notes shall be represented by the Global Certificate (as amended by this Supplemental Trust Deed).

7.             Expenses

The Issuer hereby agrees to pay or discharge all fees, costs, charges and expenses (including any irrecoverable value added tax thereon) properly incurred by the Trustee and any Appointee in relation to the preparation and execution of, the exercise of its powers and the performance of its duties under, and in any other manner in relation to, this Supplemental Trust Deed or other related document including but not limited to legal and travelling expenses and any stamp, issue, registration, documentary and other taxes or duties paid or payable by the Trustee in connection with any action taken or contemplated by or on behalf of the Trustee for enforcing, or resolving any doubt concerning, or for any other purpose in relation to, this Supplemental Trust Deed or other related document.

8.             Counterparts

This Supplemental Trust Deed may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any party may enter into this Supplemental Trust Deed by executing any such counterpart.

9.             Third Parties

A person who is not a party to this Supplemental Trust Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Supplemental Trust Deed.

10.          Incorporation of the Provisions of the Trust Deed

The Principal Trust Deed (including the Schedules thereto) shall henceforth be read and construed as one document with this Supplemental Trust Deed. Notwithstanding this, to the extent that the provisions of the Principal Trust Deed and the provisions of this Supplemental Trust Deed conflict, the provisions of this Supplemental Trust Deed shall prevail. Save as modified by this Supplemental Trust Deed, the Principal Trust Deed shall continue in full force and effect.

11.          Governing law and jurisdiction

11.1      This Supplemental Trust Deed and any non-contractual obligations arising out of or in connection with this Supplemental Trust Deed are governed by, and shall be construed in accordance with, English law.

11.2      The courts of England have exclusive jurisdiction to settle any dispute (a Dispute), arising from or connected with this Supplemental Trust Deed (including a dispute regarding the existence, validity or termination of this Supplemental Trust Deed) or the consequences of their nullity.

11.3      The Issuer hereby agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary.

11.4      Clause 10.2 is for the benefit of the Trustee and the Noteholders only. As a result, nothing in this Clause 10 prevents the Trustee or any of the Noteholders from taking proceedings relating to a Dispute (Proceedings) against the Issuer in any other courts with jurisdiction. To the extent allowed by law, the Trustee or any of the Noteholders may take concurrent Proceedings in any number of jurisdictions.

THIS DEED is delivered on the date stated at the beginning. IN WITNESS WHEREOF these presents consisting of this and the preceding 5 pages and the Schedules are executed as follows:

EXECUTED as a DEED

for and on behalf of STANDARD LIFE ABERDEEN PLC

By: .................................................                           

       Director
       Name (print):

       .................................................

       Director, Company Secretary, or Witness

       Name (print):

       Address (if witness):

EXECUTED as a DEED by

HSBC CORPORATE TRUSTEE

COMPANY (UK) LIMITED

acting by its duly appointed                                                      .................................................

(Signature of attorney)

Attorney name (print):                                                               .................................................

Witnessed by:                                                                         .................................................

Witness's name (print):                                                            .................................................

Witness's Address:                                                                  .................................................

This is Schedule 1 as referred to in the foregoing supplemental trust deed between Standard Life Aberdeen plc and HSBC Corporate Trustee Company (UK) Limited.

SCHEDULE 1

[Revised Conditions]

This is Schedule 2 as referred to in the foregoing supplemental trust deed between Standard Life Aberdeen plc and HSBC Corporate Trustee Company (UK) Limited.

SCHEDULE 2

FORM OF GLOBAL CERTIFICATE

THIS GLOBAL CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY STATE SECURITIES LAWS AND THE ISSUER HAS NOT BEEN REGISTERED AS AN "INVESTMENT COMPANY" UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE 1940 ACT).  NEITHER THIS GLOBAL CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND UNDER CIRCUMSTANCES WHICH DO NOT REQUIRE THE ISSUER TO REGISTER UNDER THE 1940 ACT.

ISIN: XS1698906259

Common Code: 169890625

STANDARD LIFE ABERDEEN PLC

(a company incorporated under Scots law)

$750,000,000 4.25 per cent. Fixed Rate Subordinated Notes due 2028

GLOBAL CERTIFICATE

This Global Certificate is issued in respect of the principal amount specified above of the Notes (the Notes) of Standard Life Aberdeen plc (the Issuer).  This Global Certificate certifies that HSBC Issuer Services Common Depositary Nominee (UK) Limited, acting as a nominee for the common depositary for Euroclear and Clearstream, Luxembourg, (the Registered Holder) is registered as the holder of such principal amount of the Notes at the date hereof.

Interpretation and Definitions

References in this Global Certificate to the Conditions are to the Conditions applicable to the Notes (which are in the form set out in Schedule 2 to the Trust Deed dated 18 October 2017 between the Issuer, and HSBC Corporate Trustee Company (UK) Limited as trustee (as amended, supplemented and restated from time to time, including on [.] November 2018) (the Trust Deed), as such form is supplemented and/or modified and/or superseded by the provisions of this Global Certificate, which in the event of any conflict shall prevail).  Other capitalised terms used in this Global Certificate shall have the meanings given to them in the Conditions or the Trust Deed.

Promise to Pay

The Issuer, for value received, promises to pay to the Registered Holder of the Notes represented by this Global Certificate (subject to surrender of this Global Certificate if no further payment falls to be made in respect of such Notes) on the Maturity Date (or on such earlier or later date as the amount payable upon redemption under the Conditions may become repayable in accordance with the Conditions) the amount payable upon redemption under the Conditions in respect of the Notes represented by this Global Certificate and to pay interest in respect of such Notes from the Issue Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of the Notes represented by this Global Certificate, together with such other sums and additional amounts (if any) as may be payable under the Conditions, all in accordance with the Conditions and the Trust Deed.

Each payment will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the Clearing System Business Day immediately prior to the date for payment, where Clearing System Business Day means Monday to Friday inclusive except 25 December  and 1 January.

Distributions of amounts with respect to book-entry interests in the Notes held through Euroclear or Clearstream, Luxembourg or any other clearing system (an Alternative Clearing System) will be credited, to the extent received by the Registered Holder, to the cash accounts of Euroclear or Clearstream, Luxembourg participants in accordance with the relevant clearing system's rules and procedures.  Each Accountholder must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for its share of each payment made to the Registered Holder.

For the purposes of this Global Certificate, (a) each holder of the Notes is bound by the provisions of the Trust Deed, (b) the Issuer certifies that the Registered Holder is, at the date hereof, entered in the Register as the holder of the Notes represented by this Global Certificate, (c) this Global Certificate is evidence of entitlement only, (d) title to the Notes represented by this Global Certificate passes only on due registration on the Register and (e) only the Registered Holder is entitled to payments in respect of the Notes represented by this Global Certificate.

Transfer and Exchange

No beneficial owner of an interest in this Global Certificate will be able to transfer such interest, except in accordance with the applicable procedures of Euroclear and Clearstream, Luxembourg, in each case to the extent applicable. 

Interests in the Global Certificate will be exchangeable (free of charge), in whole but not in part, for definitive Certificates without interest coupons attached only upon the occurrence of an Exchange Event.  For these purposes, Exchange Event means that:

(i)         an Event of Default has occurred and is continuing; or

(ii)        the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so.

The Issuer will promptly give notice to Noteholders in accordance with Condition 16 if an Exchange Event occurs.  In the event of the occurrence of an Exchange Event, Euroclear and/or Clearstream, Luxembourg or any person acting on their behalf (acting on the instructions of any holder of an interest in such Global Certificate) may give notice to the Registrar requesting exchange.  Any such exchange shall occur not later than 10 days after the date of receipt of the first relevant notice by the Registrar.

Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any Alternative Clearing System.

Notices

So long as all the Notes are represented by this Global Certificate and it is held on behalf of Euroclear, Clearstream, Luxembourg and/or an Alternative Clearing System, notices to Noteholders shall be given by delivery of the relevant notice to Euroclear, Clearstream, Luxembourg and/or the Alternative Clearing System (as the case may be) for communication by it to entitled accountholders in substitution for notification as required by the Conditions, provided that, so long as the Notes are admitted to the official list maintained by the Financial Conduct Authority in its capacity as the UK Listing Authority (the UKLA) and admitted to trading on the London Stock Exchange plc's regulated market, all requirements of the UKLA have been complied with.  Any such notice shall be deemed to have been given to the Noteholders on the day on which such notice is delivered to Euroclear, Clearstream, Luxembourg and/or the Alternative Clearing System (as the case may be) as aforesaid.

Meetings

For the purposes of any meeting of Noteholders, the holder of the Notes represented by this Global Certificate shall be treated as being entitled to one vote in respect of each $1,000 in principal amount of the Notes.

Record Date

For the purposes of Condition 7(a), so long as the Notes as evidenced by this Global Certificate are held on behalf of Euroclear and/or Clearstream, Luxembourg, the record date in respect of the Notes shall be the close of the business day (being for this purpose a day on which Euroclear and Clearstream, Luxembourg are open for business) before the relevant due date.

Trustee's Powers

In considering the interests of Noteholders while this Global Certificate is held on behalf of, or registered in the name of the Registered Holder, the Trustee may have regard to any information provided to it by Euroclear, Clearstream, Luxembourg, any Alternative Clearing System or its operator as to the identity (either individually or by category) of its accountholders with entitlements to this Global Certificate and may consider such interests as if such accountholders were the holders of the Notes represented by this Global Certificate.

No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Global Certificate but this does not affect any right or remedy of any person which exists or is available apart from that Act.

This Global Certificate shall not become valid for any purpose until authenticated by or on behalf of the Registrar.

This Global Certificate and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

In witness whereof the Issuer has caused this Global Certificate to be signed on its behalf.

Dated as of the Issue Date.

STANDARD LIFE ABERDEEN PLC

By: ……………………………….

Certificate of Authentication

This Global Certificate is authenticated, without recourse, warranty or liability
by or on behalf of the Registrar.

HSBC Bank plc

as Registrar

By: ……………………………….

                Authorised Signatory

For the purposes of authentication only.

Form of Transfer

For value received the undersigned transfers to

__________________________________________________________________________________________

__________________________________________________________________________________________

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE)

$[   ] principal amount of the Notes represented by this Global Certificate, and all rights under them.

Dated ...................................................................

Signed ..................................................................               Certifying Signature

____________________

Notes:

1.         The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Notes represented by this Global Certificate or (if such signature corresponds with the name as it appears on the face of this Global Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require.

2.         A representative of the Noteholder should state the capacity in which he signs eg executor.

Schedule 3

AGREED FORM
FIRST SUPPLEMENTAL Agency Agreement
DATED [.] November 2018
STANDARD LIFE ABERDEEN PLC as Issuer and HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED as Trustee and HSBC BANK PLC as Principal Paying Agent, Agent Bank, Transfer Agent and Registrar relating to Standard Life Aberdeen plc U.S.$750,000,000 Fixed Rate Subordinated Notes due 2028

THIS FIRST SUPPLEMENTAL AGENCY AGREEMENT is made on [.] November 2018

BETWEEN:

(3)        STANDARD LIFE ABERDEEN PLC (the Issuer);

(4)        HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED (the Trustee); and

(5)        HSBC BANK PLC in its capacities as Principal Paying Agent, Agent Bank, Transfer Agent and Registrar.

WHEREAS:

(G)       This First Supplemental Agency Agreement is supplemental to the Agency Agreement dated 18 October 2017 (hereinafter called the Principal Agency Agreement) made between the parties hereto and relating to the issuance of U.S.$750,000,000 Fixed Rate Reset Subordinated Notes due 2048 (the Notes which expression shall include, unless the context otherwise requires, any further Notes issued pursuant to Condition 15 of the Revised Conditions (as defined below) and forming a single series with the Notes).

(H)       Pursuant to a First Supplemental Trust Deed dated [.] November 2018, certain amendments have been made to the terms and conditions of the Notes (such amended terms and conditions, the Revised Conditions) such that they are Fixed Rate Subordinated Notes due 2028.

IT IS AGREED as follows: 

1.         Subject as hereinafter provided in this First Supplemental Agency Agreement and unless the context so admits, all words and expressions defined in the Principal Agency Agreement shall have the same meanings in this First Supplemental Agency Agreement.

2.             The provisions of the Principal Agency Agreement are hereby modified by:

(a)           the deletion of the words ", the Agent Bank" in the definition of "Agents" in Clause 1.1 of the Principal Agency Agreement;

(b)           the deletion of the words "principal and/or" and "and references in this Agreement to interest in respect of the Notes shall, where the context requires, include Arrears of Interest" in Clause 1.2.5 of the Principal Agency Agreement and the replacement of the words "Condition 8" with the words "Condition 7" in Clause 1.2.5 of the Principal Agency Agreement;

(c)           the insertion of the word "or" after the words "without limitation duties" in Clause 2 of the Principal Agency Agreement;

(d)           the replacement of the words currently appearing in Clause 5.16 of the Principal Agency Agreement with the words "This Clause 5.16 is not used.";

(e)        the replacement of the words currently appearing in Clause 6 of the Principal Agency Agreement with the words "This Clause 6 is not used.";

(f)        the deletion of the words "or Arrears of Interest" in Clause 7.2 of the Principal Agency Agreement; and

(g)           the replacement of the words currently appearing in Clause 11.2 of the Principal Agency Agreement with the words "This Clause 11.2 is not used.".

3.             The parties hereto agree that the Agent Bank shall have no rights or duties in relation to the Notes with effect from the date hereof.

4.             The Principal Agency Agreement and this First Supplemental Agency Agreement shall henceforth be read and construed as one document.

5.             The Issuer agrees to pay any and all stamp, registration and other Taxes and duties (including any interest and penalties thereon or in connection therein) which may be payable upon or in connection with the execution, delivery, performance and enforcement of this First Supplemental Agency Agreement by the Agents.

6.             This First Supplemental Agency Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this First Supplemental Agency Agreement.

7.             A person who is not a party to this First Supplemental Agency Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this First Supplemental Agency Agreement.

8.             This First Supplemental Agency Agreement and any non-contractual obligations arising out of or in connection with this First Supplemental Agency Agreement are governed by, and construed in accordance with, English law.

The courts of England are to have jurisdiction to settle any disputes, whether contractual or non-contractual, which may arise out of or in connection with this First Supplemental Agency Agreement and accordingly any legal action or proceedings arising out of or in connection with this First Supplemental Agency Agreement or the negotiation, existence, validity or enforceability of this Agreement (Proceedings) may be brought in such courts. Each of the Issuer, Trustee and the Agents irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. These submissions are for the benefit of the Issuer, the Agents and the Trustee and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

Signatories

The Issuer

STANDARD LIFE ABERDEEN PLC

By:

The Trustee

HSBC CORPORATE TRUSTEE COMPANY (UK) LIMITED

By:

The Principal Paying Agent

HSBC BANK PLC

By:

The Agent Bank

HSBC BANK PLC

By:

The Transfer Agent

HSBC BANK PLC

By:

The Registrar

HSBC BANK PLC

By:

---

[1] NB: the date the changes to these Conditions become effective.

 

END

 

 

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