Common use of Fixed Rate Notes Floating Rate Notes Clause in Contracts

Fixed Rate Notes Floating Rate Notes. If the Notes are issued under the NSS, are they intended to be held in a manner that would allow eligibility as collateral for Eurosystem intra-day credit and monetary policy operations? [Yes] Other Terms: The provisions of Sections 1, 2(b) and 2(c) and 3 through 7 and 10 through 14 of the Euro Distribution Agreement and the related definitions are incorporated by reference herein and shall be deemed to have the same force and effect as if set forth in full herein. [For purposes of Section 7(a) of the Euro Distribution Agreement, the “Prohibition of Sales to EEA Retail Investors” is “Not Applicable.”]3 This Agreement is also subject to termination on the terms incorporated by reference herein. If this Agreement is so terminated, the provisions of Sections 3(j), 6, 10, 11 and 13 of the Euro Distribution Agreement shall survive for the purposes of this Agreement. The following information, opinions, certificates, letters and documents referred to in Section 4 of the Euro Distribution Agreement will be required: ________________. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INTERNATIONAL PLC By: Name: Title: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: Name: Title: 3 Insert for any agreements with respect to offers and sales that may occur on or after January 1, 2018. Explained below are the administrative procedures and specific terms of the offering of (i) Global Medium Term Notes, Series J (the “Series J Notes”), (ii) Global Medium Term Notes, Series K (the “Series K Notes” and, together with the Series J Notes, the “Notes”), on a continuous basis by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Company”) pursuant to the Euro Distribution Agreement dated November 16, 2017 (as may be amended from time to time, the “Distribution Agreement”) between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc (the “Agent”). The Notes will be issued in registered form without coupons (“Registered Notes”). Notes issued in global registered form (“Global Registered Notes”) will be issued either under the Classic Safekeeping Structure (“CSS”) or under the New Safekeeping Structure (“NSS”). The Notes will be issued as senior indebtedness of the Company. The Notes will be issued pursuant to the provisions of a senior indenture dated as of November 1, 2004 (as supplemented by the First Supplemental Senior Indenture dated as of September 4, 2007, the Second Supplemental Senior Indenture dated as of January 4, 2008, the Third Supplemental Senior Indenture dated as of September 10, 2008, the Fourth Supplemental Senior Indenture dated as of December 1, 2008, the Fifth Supplemental Senior Indenture dated as of April 1, 2009, the Sixth Supplemental Senior Indenture dated as of September 16, 2011, the Seventh Supplemental Senior Indenture dated as of November 21, 2011, the Eighth Supplemental Senior Indenture dated as of May 4, 2012, the Ninth Supplemental Senior Indenture dated as of March 10, 2014 and the Tenth Supplemental Senior Indenture dated as of January 11, 2017 and as may be further supplemented or amended from time to time, the “Indenture”), between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank)), as trustee. Purchase contracts (“Purchase Contracts”) that require holders to satisfy their obligations thereunder when such Purchase Contracts are issued are referred to as “Pre-paid Purchase Contracts.” Pre-paid Purchase Contracts that settle in cash (“Cash-settled Pre-paid Purchase Contracts”) generally will be issued under the Indenture. Pre-paid Purchase Contracts that do not settle in cash (“Physically-settled Pre-paid Purchase Contracts”) may be issued under the Indenture (such Physically-settled Pre-paid Purchase Contracts, together with the Cash-settled Pre-paid Purchase Contracts, the “Indenture Pre-paid Purchase Contracts”). In the Distribution Agreement, the Agent has agreed to use reasonable efforts to solicit purchases of the Notes, and the administrative procedures explained below will govern the issuance and settlement of any Notes sold through the Agent, as agent of the Company. The Agent, as principal, may also purchase Notes for its own account, and the Company and the Agent will enter into a terms agreement (a “Notes Terms Agreement”), as contemplated by the Distribution Agreement. The administrative procedures explained below will govern the issuance and settlement of any Notes purchased by the Agent, as principal, unless otherwise specified in the applicable Notes Terms Agreement.

Fixed Rate Notes Floating Rate Notes. If the Notes are issued under the NSS, are they intended to be held in a manner that would allow eligibility as collateral for Eurosystem intra-day credit and monetary policy operations? [Yes] Other Terms: The provisions of Sections 1, 2(b) and 2(c) and 3 through 7 and 10 through 14 of the Euro Distribution Agreement and the related definitions are incorporated by reference herein and shall be deemed to have the same force and effect as if set forth in full herein. [For purposes of Section 7(a) of the Euro Distribution Agreement, the “Prohibition of Sales to EEA Retail Investors” is “Not Applicable.”]3 This Agreement is also subject to termination on the terms incorporated by reference herein. If this Agreement is so terminated, the provisions of Sections 3(j), 6, 10, 11 and 13 of the Euro Distribution Agreement shall survive for the purposes of this Agreement. The following information, opinions, certificates, letters and documents referred to in Section 4 of the Euro Distribution Agreement will be required: ________________. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INTERNATIONAL PLC By: Name: Title: Accepted: By: Name: Title: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: Name: Title: 3 Insert for any agreements with respect to offers and sales that may occur on or after January 1, 2018. Explained below are the administrative procedures and specific terms of the offering of (i) Global Medium Term Notes, Series J (the “Series J Notes”), (ii) Global Medium Term Notes, Series K (the “Series K Notes” and, together with the Series J Notes, the “Notes”), on a continuous basis by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Company”) pursuant to the Euro Distribution Agreement dated November 16, 2017 (as may be amended from time to time, the “Distribution Agreement”) between the Company and ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International plc Attention: Re: Euro Distribution Agreement dated January 11, 2017 (the “AgentEuro Distribution Agreement”) The undersigned agrees to purchase your Global Units, Series G/H, [specified designation] (the “Units”) having the terms set forth below. The offering of the Units will be made pursuant to a Prospectus dated February 16, 2016, as supplemented by a Prospectus Supplement dated [ ], 2016[,] [and] [a preliminary Pricing Supplement No. [ ] dated [ ]][,] [and] [a free writing prospectus dated [ ]][,] [and] [a Term Sheet dated [ ]] (collectively, the “Time of Sale Prospectus”). The Notes Units are expected to have the terms set forth below, but the final terms of the Units will be issued in registered form without coupons (“Registered Notes”). Notes issued in global registered form (“Global Registered Notes”) will be issued either under the Classic Safekeeping Structure (“CSS”) or under the New Safekeeping Structure (“NSS”). The Notes will be issued as senior indebtedness of the Company. The Notes will be issued pursuant to the provisions of a senior indenture dated as of November 1, 2004 (as supplemented by the First Supplemental Senior Indenture dated as of September 4, 2007, the Second Supplemental Senior Indenture dated as of January 4, 2008, the Third Supplemental Senior Indenture dated as of September 10, 2008, the Fourth Supplemental Senior Indenture dated as of December 1, 2008, the Fifth Supplemental Senior Indenture dated as of April 1, 2009, the Sixth Supplemental Senior Indenture dated as of September 16, 2011, the Seventh Supplemental Senior Indenture dated as of November 21, 2011, the Eighth Supplemental Senior Indenture dated as of May 4, 2012, the Ninth Supplemental Senior Indenture dated as of March 10, 2014 and the Tenth Supplemental Senior Indenture dated as of January 11, 2017 and as may be further supplemented or amended from time to time, the “Indenture”), between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank)), as trustee. Purchase contracts (“Purchase Contracts”) that require holders to satisfy their obligations thereunder when such Purchase Contracts are issued are referred to as “Pre-paid Purchase Contracts.” Pre-paid Purchase Contracts that settle in cash (“Cash-settled Pre-paid Purchase Contracts”) generally will be issued under the Indenture. Pre-paid Purchase Contracts that do not settle in cash (“Physically-settled Pre-paid Purchase Contracts”) may be issued under the Indenture (such Physically-settled Pre-paid Purchase Contracts, together with the Cash-settled Pre-paid Purchase Contracts, the “Indenture Pre-paid Purchase Contracts”). In the Distribution Agreement, the Agent has agreed to use reasonable efforts to solicit purchases of the Notes, and the administrative procedures explained below will govern the issuance and settlement of any Notes sold through the Agent, as agent of the Company. The Agent, as principal, may also purchase Notes for its own account, and the Company and the Agent will enter into a terms agreement (a “Notes Terms Agreement”), as contemplated by the Distribution Agreement. The administrative procedures explained below will govern the issuance and settlement of any Notes purchased by the Agent, as principal, unless otherwise specified those set forth in the applicable Notes Terms AgreementTime of Sale Prospectus.