Common use of Terms of the Fixed Rate Notes Clause in Contracts

Terms of the Fixed Rate Notes. The following terms relating to the Fixed Rate Notes are hereby established pursuant to Section 3.01 of the Base Indenture: (a) The title of the Fixed Rate Notes shall be the “1.875% Senior Notes due 2017”; (b) The aggregate principal amount of the Fixed Rate Notes that may be authenticated and delivered under the Indenture shall not initially exceed $700,000,000 (except as otherwise provided in the Indenture); (c) Principal on the Fixed Rate Notes shall be payable on March 31, 2017; (d) The Fixed Rate Notes shall be issued in global registered form on April 1, 2014; and shall bear interest from April 1, 2014 at an annual rate of 1.875%, payable semi-annually in arrear on March 31 and September 30 in each year commencing on September 30, 2014 (each, an “Interest Payment Date”). Interest on the Fixed Rate Notes will be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, the actual number of days elapsed in such period. The Regular Record Dates for the Fixed Rate Notes will be the March 17 and September 16 in each year, whether or not a Business Day, immediately preceding the relevant Interest Payment Date. (e) No premium, upon redemption or otherwise, shall be payable by the Company on the Fixed Rate Notes; (f) Principal of and any interest on the Fixed Rate Notes shall be paid to the Holder through The Bank of New York Mellon, as paying agent of the Company having offices in London, United Kingdom; (g) The Fixed Rate Notes shall not be redeemable except as provided in Article 11 of the Base Indenture. In connection with any redemption of Fixed Rate Notes pursuant to Section 11.08 of the Base Indenture, the date referenced therein shall be March 27, 2014; (h) The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision; (i) The Fixed Rate Notes shall be issued only in denominations of $100,000 and integral multiples of $1,000 in excess thereof; (j) The principal amount of, and any accrued interest on, the Fixed Rate Notes shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Base Indenture; (k) Additional Amounts shall only be payable on the Fixed Rate Notes pursuant to Section 10.04 of the Base Indenture; (l) The Fixed Rate Notes shall not be converted into or exchanged at the option of the Company for stock or other securities of the Company; (m) The Fixed Rate Notes shall be denominated in U.S. Dollars; (n) The payment of principal of and interest, if any, on the Fixed Rate Notes shall be payable in U.S. Dollars; (o) The payment of principal of and interest, if any, on the Fixed Rate Notes shall be payable only in the coin or currency in which the Notes are denominated which, pursuant to (m) above, shall be U.S. Dollars; (p) The Fixed Rate Notes will be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company; (q) Except in limited circumstances, the Fixed Rate Notes will not be issued in definitive form; (r) There is no Calculation Agent for the Fixed Rate Notes; (s) The Events of Default on the Fixed Rate Notes are as set forth in Section 5.01 of the Base Indenture as amended by ‎Section 3.02 of this First Supplemental Indenture; (t) The form of the Fixed Rate Note shall be evidenced by one or more global Notes in registered form (each, a “Global Note”) substantially in the form of Exhibit A attached to this First Supplemental Indenture and made a part thereof; and (u) The Company may issue additional Fixed Rate Notes (“Additional Notes”) after the date hereof having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Notes except for the price to the public and issue date, provided however that if such additional notes have the same CUSIP, ISIN and/or Common Code as the outstanding Notes, such additional notes must be fungible with the Notes for U.S. federal income tax purposes. Any such Additional Notes, together with the Fixed Rate Notes will constitute a single series of securities under the Indenture. There is no limitation on the amount of notes or other debt securities that the Company may issue under the Indenture.

Terms of the Fixed Rate Notes. The following terms relating to the Fixed Rate Notes are hereby established pursuant to Section 3.01 of the Base Indenture: (a) The title of the Fixed Rate Notes shall be the “1.8755.985% Senior Callable Fixed-to-Fixed Rate Notes due 20172027”; (b) The aggregate principal amount of the Fixed Rate Notes that may be authenticated and delivered under the Indenture shall not initially exceed $700,000,000 (1,500,000,000, except as otherwise provided in the Indenture); (c) Principal on the Fixed Rate Notes shall be payable on March 31August 7, 20172027 (the “Maturity Date”); (d) The Fixed Rate Notes shall be issued in global registered form on April 1August 7, 2014; 2023 (the “Issue Date”). During the period from, and including, the Issue Date to, but excluding August 7, 2026 (the “Initial Fixed Rate Period”), interest shall bear interest accrue from April 1, 2014 the Issue Date at an annual a fixed rate of 1.875%, 5.985% per annum. Interest accrued during the Initial Fixed Rate Period shall be payable semi-annually in arrear arrears on March 31 February 7 and September 30 in August 7 of each year commencing on September 30, 2014 (each, an a “Fixed Rate Interest Payment Date”), commencing on February 7, 2024. During the period from, and including, August 7, 2026 (the “Fixed Rate Notes Reset Date”) to, but excluding, August 7, 2027 (the “Reset Fixed Rate Period”), interest shall accrue at a fixed annual rate equal to the applicable U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) on the Reset Determination Date (as defined below), plus 148 basis points (1.480%). Interest accrued during the Reset Fixed Rate Period shall be payable semi-annually in arrears on February 7, 2027 and August 7, 2027 (each, a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Fixed Rate Notes Interest Payment Dates”). The Regular Record Dates for the Fixed Rate Notes will shall be 15 calendar days immediately preceding the relevant Fixed Rate Notes Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment. Interest during the Initial Fixed Rate Period shall be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment Date is not a Business Day, the Company shall pay interest on the next Business Day, but interest on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date. Interest during the Reset Fixed Rate Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. The Regular Record Dates for interest rate during the Reset Fixed Rate Notes Period will be reset on the March 17 and September 16 in each year, whether or Reset Determination Date. If any scheduled Reset Rate Interest Payment Date is not a Business Day, immediately preceding interest will be paid on the relevant next Business Day, but interest on that payment will not accrue during the period from and after such scheduled Reset Rate Interest Payment Date. (e) No premium, upon redemption or otherwise, shall be payable by the Company on the Fixed Rate Notes; (f) Principal of and any interest on the Fixed Rate Notes shall be paid to the Holder through The Bank of New York Mellon, as paying agent of the Company having offices in London, United Kingdom; (g) The Fixed Rate Notes shall not be redeemable except as provided in Article 11 of the Base Indenture. In connection with any redemption of Fixed Rate Notes pursuant to Section 11.08 of the Base Indenture, the date referenced therein shall be March 27, 2014; (h) The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision; (i) The Fixed Rate Notes shall be issued only in denominations of $100,000 and integral multiples of $1,000 in excess thereof; (j) The principal amount of, and any accrued interest on, the Fixed Rate Notes shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Base Indenture; (k) Additional Amounts shall only be payable on the Fixed Rate Notes pursuant to Section 10.04 of the Base Indenture; (l) The Fixed Rate Notes shall not be converted into or exchanged at the option of the Company for stock or other securities of the Company; (m) The Fixed Rate Notes shall be denominated in U.S. Dollars; (n) The payment of principal of and interest, if any, on the Fixed Rate Notes shall be payable in U.S. Dollars; (o) The payment of principal of and interest, if any, on the Fixed Rate Notes shall be payable only in the coin or currency in which the Notes are denominated which, pursuant to (m) above, shall be U.S. Dollars; (p) The Fixed Rate Notes will be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company; (q) Except in limited circumstances, the Fixed Rate Notes will not be issued in definitive form; (r) There is no Calculation Agent for the Fixed Rate Notes; (s) The Events of Default on the Fixed Rate Notes are as set forth in Section 5.01 of the Base Indenture as amended by ‎Section 3.02 of this First Supplemental Indenture; (t) The form of the Fixed Rate Note shall be evidenced by one or more global Notes in registered form (each, a “Global Note”) substantially in the form of Exhibit A attached to this First Supplemental Indenture and made a part thereof; and (u) The Company may issue additional Fixed Rate Notes (“Additional Notes”) after the date hereof having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Notes except for the price to the public and issue date, provided however that if such additional notes have the same CUSIP, ISIN and/or Common Code as the outstanding Notes, such additional notes must be fungible with the Notes for U.S. federal income tax purposes. Any such Additional Notes, together with the Fixed Rate Notes will constitute a single series of securities under the Indenture. There is no limitation on the amount of notes or other debt securities that the Company may issue under the Indenture.

Terms of the Fixed Rate Notes. The following terms relating to the Fixed Rate Notes are hereby established pursuant to Section 3.01 of the Base Indenture: (a) The title of the Fixed Rate Notes shall be designated as: the “1.875Series 153 3.892% Senior Preferred Fixed Rate Notes due 2017”2024; (b) The price at which the Fixed Rate Notes shall be issued is 100.000% of the principal amount thereof; (c) The aggregate principal amount of the Fixed Rate Notes that may be authenticated and delivered under the Senior Preferred Debt Securities Indenture shall not initially exceed $700,000,000 (1,500,000,000, except as otherwise provided in the Senior Preferred Debt Securities Indenture), including Section 2.01(t) hereof; (cd) Principal on the Fixed Rate Notes shall be payable on March 31May 24, 20172024; (de) The Fixed Rate Notes shall be issued in global registered form on April 1May 24, 2014; 2022. From (and shall bear including) the date of issuance to (and excluding) the Maturity Date, interest from April 1, 2014 on the Fixed Rate Notes will be payable at an annual a fixed rate of 1.875%, 3.892% per annum. Interest will be payable semi-annually in arrear arrears on March 31 May 24 and September 30 in November 24 each year commencing on September 30, 2014 (each, an a “Fixed Interest Payment Date”). , commencing on November 24, 2022, up to and including the Maturity Date or any date of earlier redemption; Interest on the Fixed Rate Notes will be calculated on the basis of a 360-day year divided into consisting of twelve 30-day months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such periodmonth. The Regular Record Dates for the Fixed Rate Notes will be 15 calendar days immediately preceding the March 17 and September 16 in each yearrelevant Fixed Interest Payment Date, whether or not a Business Day. If any scheduled Fixed Interest Payment Date is not a Business Day, immediately preceding the relevant Company will pay interest on the next Business Day, but interest on that payment will not accrue during the period from and after the scheduled Fixed Interest Payment Date.. If the scheduled maturity date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled maturity date or date of redemption or repayment; (ef) No premium, upon redemption or otherwise, shall be payable by the Company on the Fixed Rate Notes; (fg) Principal of and any interest on the Fixed Rate Notes shall be paid to the Holder through The Bank of New York Mellon, as paying agent of the Company having offices in London, United KingdomKingdom and the Borough of Manhattan, The City of New York; (gh) The Fixed Rate Notes shall not be redeemable except as provided in Article 11 of the Base Senior Preferred Debt Securities Indenture. In connection with any redemption of Fixed Rate Notes pursuant to Section 11.08 of the Base Indenture, the date referenced therein shall be March 27, 2014; (hi) The Company shall have no obligation to redeem or purchase the Fixed Rate Notes pursuant to any sinking fund or analogous provision; (ij) The Fixed Rate Notes shall be issued only in minimum denominations of $100,000 200,000 and integral multiples of $1,000 200,000 in excess thereof; (jk) The principal amount of, and any accrued interest on, of the Fixed Rate Notes shall be payable payable, subject to the conditions set forth in Section 3.07 hereto, upon the declaration of acceleration thereof pursuant to Section 5.02 of the Base Indenture; (k) Additional Amounts shall only be payable on the Fixed Rate Notes pursuant to Section 10.04 of the Base Senior Preferred Debt Securities Indenture; (l) The Additional Amounts in respect of the Fixed Rate Notes shall not be converted into or exchanged at payable as set forth in the option of the Company for stock or other securities of the CompanySenior Preferred Debt Securities Indenture; (m) The Fixed Rate Notes shall be denominated in in, and payments thereon shall be made in, U.S. DollarsDollars only; (n) The payment of principal of and interest, if any, on the Fixed Rate Notes shall be payable in U.S. Dollars; (o) The payment of principal of and or interest, if any, on the Fixed Rate Notes shall be payable only in the coin or currency in which the Fixed Rate Notes are denominated which, pursuant to (m) above, shall be U.S. Dollarsdenominated; (po) The Fixed Rate Notes will be issued in the form of one or more global securities in registered form, without coupons attached, and initially registered in the initial Holder with respect to each such global security shall be name of Cede & Co., as nominee of The Depository Trust Company, the Depositary; (qp) Except in limited circumstances, the The Fixed Rate Notes will not be initially issued in definitive form; (r) There is no Calculation Agent for the Fixed Rate Notes; (sq) The Events of Default on the Fixed Rate Notes are as set forth provided for in Section 5.01 of the Base Indenture as amended by ‎Section 3.02 of this First Supplemental Senior Preferred Debt Securities Indenture; (tr) The Company agrees with respect to the Fixed Rate Notes and each Holder of the Fixed Rate Notes, by his or her acquisition of the Fixed Rate Notes will be deemed to have agreed to the ranking as described in Section 2.02 of the Senior Preferred Debt Securities Indenture. Each such Holder will be deemed to have irrevocably waived his or her rights of priority which would otherwise be accorded to him or her under the laws of Spain, to the extent necessary to effectuate the ranking provisions of the Fixed Rate Notes. In addition, each Holder of the Fixed Rate Notes by his or her acquisition of such Fixed Rate Notes authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to effectuate the ranking of such Fixed Rate Notes as provided in the Senior Preferred Debt Securities Indenture, and appoints the Trustee as his or her attorney-in-fact for any and all such purposes; (s) The form of the Fixed Rate Note Notes to be issued on the date hereof shall be evidenced by one or more global Notes in registered form (each, a “Global Note”) substantially in the form of Exhibit A attached to this First Supplemental Indenture and made a part thereof; andhereto; (ut) The Company may issue additional Fixed Rate Notes (“Additional Fixed Rate Notes”) after the date hereof having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Notes terms, except for the price to the public and issue public, original interest accrual date, provided however issue date and first Fixed Interest Payment Date, as the Fixed Rate Notes; provided, however, that if such additional notes Additional Fixed Rate Notes will not have the same CUSIP, ISIN and/or Common Code or other identifying number as the outstanding Notes, such additional notes must be Fixed Rate Notes unless the Additional Fixed Rate Notes are fungible with the Fixed Rate Notes for U.S. federal income tax purposes. Any such Additional Fixed Rate Notes, together with the Fixed Rate Notes Notes, will constitute a single series of securities under the Senior Preferred Debt Securities Indenture; (u) The Company appoints The Bank of New York Mellon, London Branch, as the Principal Paying Agent for the Fixed Rate Notes. There is no limitation on Calculation Agent for the amount Fixed Rate Notes; (v) The Company appoints The Bank of notes New York ▇▇▇▇▇▇ ▇▇/NV, Luxembourg Branch, as the Senior Preferred Debt Securities Registrar for the Fixed Rate Notes pursuant to Section 3.05 of the Base Indenture; (w) If (i) a TLAC/MREL Disqualification Event or other debt securities (ii) a tax event that would entitle the Company to redeem the Fixed Rate Notes as set forth in Section 11.08 of the Base Indenture, occurs and is continuing, the Company may issue under substitute all (but not some) of the Fixed Rate Notes or modify the terms of all (but not some) of the Fixed Rate Notes as provided for in Section 8.04 of the Senior Preferred Debt Securities Indenture; (x) Subject to applicable law, neither any Holder or beneficial owner of the Fixed Rate Notes nor the Trustee acting on behalf of the Holders of the Fixed Rate Notes may exercise, claim or plead any right of set-off, netting, compensation or retention in respect of any amount owed to it by the Company in respect of, or arising under, or in connection with, the Fixed Rate Notes as provided for in Section 5.15 of the Senior Preferred Debt Securities Indenture; (y) Each Holder of the Fixed Rate Notes acknowledges, accepts, consents to and agrees to be bound by the effect of the exercise of the Bail-in Power by the Relevant Resolution Authority as provided for in Article 12 of the Senior Preferred Debt Securities Indenture; and (z) The Bank of New York ▇▇▇▇▇▇ ▇▇/NV, Luxembourg Branch, as the Senior Preferred Debt Securities Registrar for the Fixed Rate Notes acknowledges, accepts, consents to and agrees to be bound by the effect of the exercise of the Bail-in Power by the Relevant Resolution Authority as provided for in Article 12 of the Senior Preferred Debt Securities Indenture.

Terms of the Fixed Rate Notes. The following terms relating to the Fixed Rate Notes are hereby established pursuant to Section 3.01 of the Base Indenture: (a) The title of the Fixed Rate Notes shall be the “1.8754.818% Senior Callable Fixed-to-Fixed Rate Notes due 20172029”; (b) The aggregate principal amount of the Fixed Rate Notes that may be authenticated and delivered under the Indenture shall not initially exceed $700,000,000 (1,250,000,000, except as otherwise provided in the Indenture); (c) Principal on the Fixed Rate Notes shall be payable on March 31June 13, 20172029 (the “Maturity Date”); (d) The Fixed Rate Notes shall be issued in global registered form on April 1June 13, 2014; 2025 (the “Issue Date”). During the period from, and including, the Issue Date to, but excluding June 13, 2028 (the “Initial Fixed Rate Period”), interest shall bear interest accrue from April 1, 2014 the Issue Date at an annual a fixed rate of 1.875%, 4.818% per annum. Interest accrued during the Initial Fixed Rate Period shall be payable semi-annually in arrear arrears on March 31 June 13 and September 30 in December 13 of each year commencing on September 30, 2014 (each, an a “Fixed Rate Interest Payment Date”), commencing on December 13, 2025. During the period from, and including, June 13, 2028 (the “Reset Date”) to, but excluding, June 13, 2029 (the “Reset Fixed Rate Period”), interest shall accrue at a fixed annual rate equal to the U.S. Treasury Rate (as defined below) as determined by the Calculation Agent (as defined below) on the Reset Determination Date (as defined below), plus 83 basis points (0.830%). Interest accrued during the Reset Fixed Rate Period shall be payable semi-annually in arrears on December 13, 2028 and June 13, 2029 (each, a “Reset Rate Interest Payment Date”, and together with the Fixed Rate Interest Payment Dates, the “Interest Payment Dates”). The Regular Record Dates for the Fixed Rate Notes will shall be 15 calendar days immediately preceding the relevant Fixed Rate Notes Interest Payment Date, whether or not a Business Day. If the scheduled Maturity Date or date of redemption or repayment is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Maturity Date or date of redemption or repayment. Interest during the Initial Fixed Rate Period shall be calculated on the basis of a 360-day year divided into twelve months of 30 days each and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. If any scheduled Fixed Rate Interest Payment Date, redemption date or Maturity Date is not a Business Day, the Company shall pay interest and principal, as applicable, on the next Business Day, but interest on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date, redemption date or Maturity Date. Interest during the Reset Fixed Rate Period shall be calculated on the basis of a 360-day year consisting of twelve 30-day months and, in the case of an incomplete month, on the basis of the actual number of days elapsed in such period. The Regular Record Dates for interest rate during the Reset Fixed Rate Notes Period will be reset on the March 17 and September 16 in each yearReset Determination Date. If any scheduled Reset Rate Interest Payment Date, whether redemption date or Maturity Date is not a Business Day, immediately preceding interest and principal, as applicable, will be paid on the relevant next Business Day, but interest on that payment will not accrue during the period from and after such scheduled Reset Rate Interest Payment Date. (e) No premium, upon redemption or otherwise, shall be payable by the Company on the Fixed Rate Notes; (f) Principal of and any interest on the Fixed Rate Notes shall be paid to the Holder through The Bank of New York Mellon, as paying agent of the Company having offices in London, United Kingdom; (g) The Fixed Rate Notes shall not be redeemable except as provided in Article 11 of the Base Indenture. In connection with any redemption of Fixed Rate Notes pursuant to Section 11.08 of the Base Indenture, the date referenced therein shall be March 27, 2014; (h) The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision; (i) The Fixed Rate Notes shall be issued only in denominations of $100,000 and integral multiples of $1,000 in excess thereof; (j) The principal amount of, and any accrued interest on, the Fixed Rate Notes shall be payable upon the declaration of acceleration thereof pursuant to Section 5.02 of the Base Indenture; (k) Additional Amounts shall only be payable on the Fixed Rate Notes pursuant to Section 10.04 of the Base Indenture; (l) The Fixed Rate Notes shall not be converted into or exchanged at the option of the Company for stock or other securities of the Company; (m) The Fixed Rate Notes shall be denominated in U.S. Dollars; (n) The payment of principal of and interest, if any, on the Fixed Rate Notes shall be payable in U.S. Dollars; (o) The payment of principal of and interest, if any, on the Fixed Rate Notes shall be payable only in the coin or currency in which the Notes are denominated which, pursuant to (m) above, shall be U.S. Dollars; (p) The Fixed Rate Notes will be issued in the form of one or more global securities in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of The Depository Trust Company; (q) Except in limited circumstances, the Fixed Rate Notes will not be issued in definitive form; (r) There is no Calculation Agent for the Fixed Rate Notes; (s) The Events of Default on the Fixed Rate Notes are as set forth in Section 5.01 of the Base Indenture as amended by ‎Section 3.02 of this First Supplemental Indenture; (t) The form of the Fixed Rate Note shall be evidenced by one or more global Notes in registered form (each, a “Global Note”) substantially in the form of Exhibit A attached to this First Supplemental Indenture and made a part thereof; and (u) The Company may issue additional Fixed Rate Notes (“Additional Notes”) after the date hereof having the same ranking and same interest rate, maturity date, redemption terms and other terms as the Notes except for the price to the public and issue date, provided however that if such additional notes have the same CUSIP, ISIN and/or Common Code as the outstanding Notes, such additional notes must be fungible with the Notes for U.S. federal income tax purposes. Any such Additional Notes, together with the Fixed Rate Notes will constitute a single series of securities under the Indenture. There is no limitation on the amount of notes date or other debt securities that the Company may issue under the IndentureMaturity Date.