AVIVA PLC $400,000,000 8.25% CAPITAL SECURITIES DUE 2041 UNDERWRITING AGREEMENT November 17, 2011Underwriting Agreement • November 22nd, 2011 • Aviva PLC • Life insurance • New York
Aviva plc, a public limited company incorporated under the laws of England and Wales (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as joint book-running managers, the principal amount of its debt securities identified in Schedule II hereto (the “Initial Securities”), to be issued under the subordinated indenture to be dated as of the Closing Date (as defined below) (the “Subordinated Indenture”), between the Company and Law Debenture Trust Company of New York (the “Trustee”), as supplemented by the supplemental indenture to be dated as of the Closing Date (the “Supplemental Indenture” and together with the Subordinated Indenture the “Indenture”) between the Company and the Trustee, and to grant to the Underwriters the option to purchase all or any part of the additional securities identified in Schedule II hereto (the “Additional Securities”, and together with the Initial Securities, the
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • November 22nd, 2011 • Aviva PLC • Life insurance • New York
FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of November 22, 2011, between Aviva plc, a public limited company organized under the laws of England and Wales (the “Company”), and Law Debenture Trust Company of New York, a New York banking corporation (the “Trustee”).
