Obligation AvivaLife 6.125% ( XS0951553592 ) en EUR

AvivaLife

100 % ⇌

Royaume-Uni

XS0951553592 ( en EUR )

6.125% par an ( paiement annuel )

04/07/2043 - Obligation échue

Prospectus brochure de l'obligation Aviva PLC XS0951553592 en EUR 6.125%, échue

100 000 EUR

650 000 000 EUR

Aviva Plc est une société mondiale de services financiers offrant une gamme de produits d'assurance, de gestion d'actifs et de services de retraite à des clients individuels et commerciaux au Royaume-Uni, en Europe et en Asie.

L'obligation Aviva PLC (XS0951553592), émise au Royaume-Uni pour un montant total de 650 000 000 EUR, avec un taux d'intérêt de 6,125% et une maturité le 04/07/2043, a été remboursée à son échéance à 100% de sa valeur nominale, avec un minimum d'achat de 100 000 EUR et des paiements d'intérêts semestriels.

Prospectus

4 July 2013

AVIVA plc
(incorporated in England with limited liability, registered number 2468686)

650,000,000 Dated Tier 2 Reset Notes

issued pursuant to the £5,000,000,000 Euro Note Programme

This document (including all documents which are deemed to be incorporated herein by reference) constitutes a prospectus (the "Prospectus") in
respect of the 650,000,000 Dated Tier 2 Reset Notes (the "Dated Tier 2 Notes") to be issued by Aviva plc (the "Issuer") for the purposes of Article
5 of Directive 2003/71/EC (as amended) (the "Prospectus Directive") and the relevant implementing measures in the United Kingdom.

This Prospectus has been approved by the United Kingdom Financial Conduct Authority (the "FCA"), which is the United Kingdom competent
authority under the Financial Services and Markets Act 2000 (in such capacity, the "UK Listing Authority") and provides information with regard to
the Issuer and its subsidiaries (each a "Subsidiary" and, the Issuer together with its Subsidiaries, the "Group") and the Dated Tier 2 Notes which is
necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the
Issuer and the rights attaching to the Dated Tier 2 Notes.

Applications have been made to the UK Listing Authority for the Dated Tier 2 Notes to be admitted to the official list of the UK Listing Authority
(the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for the Dated Tier 2 Notes to be admitted to trading on
the London Stock Exchange's Regulated Market (the "Market"). The Market is a regulated market for the purposes of Directive 2004/39/EC of the
European Parliament and Council on markets in financial instruments.

The Dated Tier 2 Notes will be issued pursuant to the Issuer's £5,000,000,000 Euro Note Programme (the "Programme") and will be constituted by
a supplemental trust deed dated 4 July 2013 (the "Supplemental Trust Deed") to the trust deed dated 20 November 2012 relating to the Programme
(the "Trust Deed").

The Dated Tier 2 Notes will initially be represented by a temporary global note (the "Temporary Global Note"), without interest coupons, and will
be deposited on or about 5 July 2013 with a common depositary for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société
anonyme ("Clearstream, Luxembourg"). The Temporary Global Note will be exchangeable for interests recorded in the records of Euroclear and
Clearstream, Luxembourg in a permanent global note (the "Permanent Global Note"), without interest coupons, on or after a date which is expected
to be 14 August 2013 upon certification as to non-US beneficial ownership. The Permanent Global Note will be exchangeable for definitive Dated
Tier 2 Notes in bearer form in the denominations of 100,000 and higher integral multiples of 1,000 up to and including 199,000 not less than 60
days following the request of the Issuer or the holder in the limited circumstances set out in it. See "Overview of Provisions Relating to the Notes
while in Global Form" in the Base Prospectus (as defined herein) which is incorporated by reference into this Prospectus.

The Dated Tier 2 Notes are expected to be assigned a rating of Baa1 by Moody's Investors Service Ltd. ("Moody's") and BBB by Standard & Poor's
Credit Market Services Europe Limited ("S&P"). This Prospectus also contains other credit ratings and financial strength ratings from Moody's, S&P
and A.M. Best Europe Rating Services Limited ("AM Best"). Each of Moody's, S&P and AM Best is established in the European Union and
registered under Regulation 1060/2009/EC of the European Parliament and of the Council of 16 September 2009 on credit rating agencies (as
amended). A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any
time by the assigning rating agency.

Prospective investors should have regard to the section headed "Risk Factors" on page 11 of this Prospectus for a discussion of factors which may
affect the Issuer's ability to fulfil its obligations in respect of the Dated Tier 2 Notes, factors which are material for the purpose of assessing the rights
attaching to the Dated Tier 2 Notes and the market risks associated with the Dated Tier 2 Notes.

The Dated Tier 2 Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") or with any securities
regulatory authority of any State or other jurisdiction of the United States and the Dated Tier 2 Notes are subject to U.S. tax law requirements. Subject
to certain exceptions, the Dated Tier 2 Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S.
persons (as defined in the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder).

Joint Lead Managers

Barclays Citigroup HSBC
Société Générale
The Royal Bank of
Corporate & Investment
Scotland
Banking

Co-Manager

DBS Bank Ltd.

The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge
of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this
Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such
information.

This Prospectus has been prepared on the basis that the offer of Dated Tier 2 Notes in any Member State of the
EEA which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant
to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the
requirement to publish a prospectus for offers of the Dated Tier 2 Notes. Accordingly, any person making or
intending to make an offer in that Relevant Member State of Dated Tier 2 Notes may only do so in circumstances
in which no obligation arises for the Issuer or any of the Managers (as defined in "Overview of the Dated Tier 2
Notes") to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus
pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor
any of the Managers have authorised, nor do they authorise, the making of any offer of Dated Tier 2 Notes in
circumstances in which an obligation arises for the Issuer or any of the Managers to publish or supplement a
prospectus for such offer. The expression "Prospectus Directive" means Directive 2003/71/EC (as amended) and
includes any relevant implementing measure in the Relevant Member State.

This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by
reference (see "Documents Incorporated by Reference" below).

No person has been authorised to give any information or to make any representation other than those contained
in this Prospectus in connection with the issue or sale of the Dated Tier 2 Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or any of the
Managers. Neither the delivery of this Prospectus nor the offering, sale or delivery of any Dated Tier 2 Notes
made in connection herewith shall, under any circumstances, create any implication that there has been no
change in the affairs of the Issuer since the date hereof, or that there has been no adverse change in the financial
position of the Issuer since the date hereof or the date upon which this Prospectus has been most recently
amended or supplemented, or that any other information supplied in connection with the Dated Tier 2 Notes is
correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.

The distribution of this Prospectus and the offering or sale of the Dated Tier 2 Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the
Managers to inform themselves about and to observe any such restriction. The Dated Tier 2 Notes have not been
and will not be registered under the Securities Act and are subject to U.S. tax law requirements. Subject to
certain exceptions, Dated Tier 2 Notes may not be offered, sold or delivered within the United States or to U.S.
persons. For a description of certain restrictions on offers and sales of Dated Tier 2 Notes and on distribution of
this Prospectus, see the section headed "Subscription and Sale" incorporated by reference herein.

This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or any of the
Managers to subscribe for, or purchase, any Dated Tier 2 Notes.

To the fullest extent permitted by law, none of the Managers accept any responsibility for the contents of this
Prospectus or for any other statement, made or purported to be made by any of the Managers or on its behalf in
connection with the Issuer or the issue and offering of the Dated Tier 2 Notes. Each Manager disclaims all and
any liability to any investor whether arising in tort or contract or otherwise (save as referred to above) which it
might otherwise have in respect of this Prospectus or any such statement. Neither this Prospectus nor any other
information supplied in connection with the Dated Tier 2 Notes is intended to provide the basis of any credit or
other evaluation and should not be considered as a recommendation by the Issuer or any of the Managers that
any recipient of this Prospectus or any other information supplied in connection with the Dated Tier 2 Notes
should purchase the Dated Tier 2 Notes. Each potential purchaser of Dated Tier 2 Notes should determine for
itself the relevance of the information contained in this Prospectus or any other information supplied in
connection with the Dated Tier 2 Notes and its purchase of Dated Tier 2 Notes should be based upon such
investigation as it deems necessary. None of the Managers undertake to review the financial condition or affairs
of the Issuer nor to advise any investor or potential investor in the Dated Tier 2 Notes of any information coming
to the attention of any of the Managers.

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The Manager(s) named as the stabilising manager(s) (the "Stabilising Manager(s)") (or any person acting on
behalf of any Stabilising Manager(s)) may over-allot Dated Tier 2 Notes or effect transactions with a view to
supporting the market price of the Dated Tier 2 Notes at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilising Manager(s) (or any person acting on behalf of any Stabilising
Manager(s)) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the Final Terms of the Dated Tier 2 Notes is made and, if begun, may be ended at
any time, but it must end no later than the earlier of 30 days after the Issue Date (as defined in the Final Terms
of the Dated Tier 2 Notes) and 60 days after the date of the allotment of the Dated Tier 2 Notes. Any stabilisation
action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or any person acting on
behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.

In this Prospectus, unless otherwise specified or the context otherwise requires, all references to "sterling" and
"£" are to the currency of the United Kingdom of Great Britain and Northern Ireland (the "United Kingdom" or
"UK") and all references to "" and "euro" are to the single currency which was introduced at the start of the
third stage of European Economic and Monetary Union, pursuant to the Treaty establishing the European
Community (as amended from time to time).

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DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus should be read and construed in conjunction with the following documents which have been previously
published or are published simultaneously with this Prospectus and which have been approved by the FCA or filed with
it:

(1) the audited consolidated financial statements of the Issuer for the year ended 31 December 2011 (together with the
audit report prepared in connection therewith), which appear on pages 165 to 320 of the Issuer's Annual Report
and Accounts for the year ended 31 December 2011;

(2) the audited consolidated financial statements of the Issuer for the year ended 31 December 2012 (together with the
audit report prepared in connection therewith), which appear on pages 145 to 272 of the Issuer's Annual Report
and Accounts for the year ended 31 December 2012;

(3) the interim management statement of the Issuer for the three months to 31 March 2013 (the "Interim
Management Statement"), except that the following statements in the Interim Management Statement shall not
be deemed to be incorporated in, and shall not be deemed to form part of this Prospectus:

(a) the first bullet "IFRS net asset value3 increased 9% to 302p (FY12:278p4)" and the second bullet "Pro forma
economic capital surplus6 £7.3 billion, 173% (FY12: £7.1 billion, 172%)" under the heading entitled
`Balance sheet' on the first cover page of the Interim Management Statement;

(b) the words "Net asset value has increased by 9% to 302 pence and" in the penultimate paragraph on the first
cover page of the Interim Management Statement;

(c) The words "Pro forma estimated economical capital surplus5" and "Pro forma IFRS net asset value per
share5" and the figures relating thereto under the heading entitled "Capital position" under the section entitled
"Key financial metrics" on the second cover page of the Interim Management Statement;

(d) the first bullet "Pro forma IFRS NAV1 9% higher at 302p" and the first paragraph starting "IFRS net asset
value1 per share increased 9% ..." under the heading entitled `Balance sheet strength' on the second page of
the Interim Management Statement; and

(e) the second bullet "Pro forma economic capital surplus3 £7.3 billion" and the second paragraph starting
"Maintaining an economic capital surplus ratio..." under the heading entitled `Balance sheet strength' on the
second page of the Interim Management Statement.

(4) the following sections of the base prospectus approved by the UK Listing Authority on 20 November 2012
relating to the Issuer's £5,000,000,000 Euro Note Programme (the "Base Prospectus"):

(a) the section entitled "Factors that may affect the Issuer's and the Guarantor's ability to fulfil their obligations
(as appropriate) under Notes issued under the Programme and the Guarantee" as set out in the "Risk Factors"
on pages 14 to 28 thereof, save for the risk factors headed "The Group may face increased compliance costs as
a result of recent legislation passed in the United States" and the risk factors headed "Guarantor Company";

(b) the section headed "Risks related to Notes generally" as set out in the "Risk Factors" on pages 28 to 30
thereof, save for the risk factor headed "United States withholding tax may apply to payments on Notes,
including as a result of the failure of a holder or a holder's bank or broker to provide information to taxing
authorities";

(c) the section headed "Risks relating to the Dated Tier 2 Notes" as set out in the "Risk Factors" on pages 35 to 36
thereof;

(d) the section headed "Risks related to the market generally" as set out in the "Risk Factors" on page 37 thereof,
save for the risk factor headed "Interest rate risks";

(e) the section headed "Overview of Provisions Relating to the Notes while in Global Form" as set out on pages
158 to 162 thereof;

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(f) the section headed "Description of the Group" as set out on pages 164 to 171 thereof;

(g) the section headed "United Kingdom Taxation" as set out on pages 173 to 174 thereof; and

(h) the section headed "Subscription and Sale" as set out on pages 175 to 179 thereof;

(5) the paragraph entitled "Changes in short or long term inflation may cause policyholders to surrender their
contracts, increase the size of our claims payments and expenses and reduce the value of our investments, which
could adversely affect our results of operations and financial condition" as set out on page 136 of the Issuer's
Annual Report and Accounts for the year ended 31 December 2012;

(6) paragraph 3 headed "Credit Ratings of the Issuer and the Issuer's core operating Subsidiaries" as set out on page 3
of the supplemental prospectus approved by the UK Listing Authority on 19 June 2013 to the Base Prospectus (the
"Supplemental Prospectus");

(7) paragraph 5 headed "Recent Developments Issuer" as set out on page 3 of the Supplemental Prospectus; and

(8) paragraph 7 headed "Recent Developments" as set out on page 4 of the Supplemental Prospectus.

Such documents shall be deemed to be incorporated in, and form part of, this Prospectus, approved by the FCA for the
purpose of the Prospectus Directive, save that any statement contained in a document which is deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Prospectus to the
extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by
implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus. Any information contained in a document incorporated by reference
in this Prospectus which is not incorporated in, and does not form part of, this Prospectus is not relevant for investors or
is contained elsewhere in this Prospectus. Any documents themselves incorporated by reference in the documents
incorporated by reference in this Prospectus shall not constitute part of this Prospectus. Items (1) and (2) listed above
were prepared in accordance with applicable law and International Financial Reporting Standards as adopted by the
European Union.

Copies of documents deemed to be incorporated by reference in this Prospectus may be obtained from the specified
offices of each of the Paying Agents.

Copies of documents incorporated by reference in this Prospectus may be obtained (without charge) from the website of
the Regulatory News Service operated by the London Stock Exchange at
http://www.londonstockexchange.com/exchange/prices-and-news/news/market-news/market-news-home.html.

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TABLE OF CONTENTS

Page

OVERVIEW OF THE DATED TIER 2 NOTES...............................................................................................................
7
RISK FACTORS................................................................................................................................................................
11
TERMS AND CONDITIONS OF THE DATED TIER 2 NOTES....................................................................................
13
FINAL TERMS OF THE DATED TIER 2 NOTES ..........................................................................................................
41
GENERAL INFORMATION ............................................................................................................................................
44

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OVERVIEW OF THE DATED TIER 2 NOTES
The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the
remainder of this Prospectus and the Final Terms of the Dated Tier 2 Notes. Words and expressions defined in "Terms
and Conditions of the Dated Tier 2 Notes" below shall, as appropriate, have the same meanings in this overview.
Issuer:
Aviva plc

Dated Tier 2 Notes:
650,000,000 Dated Tier 2 Reset Notes

Joint Lead Managers:
Barclays Bank PLC
Citigroup Global Markets Limited
HSBC Bank plc
Société Générale
The Royal Bank of Scotland plc

Co-Manager:
DBS Bank Ltd. (together with the Joint Lead Managers, the "Managers")

Trustee:
The Law Debenture Trust Corporation p.l.c.

Issuing and Paying Agent:
HSBC Bank plc

Method of Issue:
Syndicated basis

Issue Price:
100 per cent.

Form of Dated Tier 2 Notes:
Bearer Notes, represented on issue by a Temporary Global Note
exchangeable for a Permanent Global Note which is exchangeable for
Definitive Notes in the limited circumstances specified in the Permanent
Global Note.

Maturity Date:
5 July 2043

Clearing Systems:
Euroclear and Clearstream, Luxembourg

Initial Delivery of Dated Tier 2 Notes:
On or before the Issue Date, the Temporary Global Note will be deposited
with a common depositary for Euroclear and Clearstream, Luxembourg.

Currency:
Euro

Specified Denomination:
The Dated Tier 2 Notes will be issued in denominations of 100,000 each
and integral multiples of 1,000 in excess thereof up to (and including)
199,000.

Interest:
Fixed interest will be payable at the Initial Rate of Interest in arrear on the
Interest Payment Date in each year for an initial period as specified in the
Final Terms of the Dated Tier 2 Notes. Thereafter, the interest rate may
be recalculated on the First Reset Note Reset Date and each Reset Note
Reset Date specified by reference to a Mid-Market Swap Rate for euros,
and for a period equal to the Reset Period, of the Dated Tier 2 Notes, as
adjusted for any applicable margin, in each case as specified in the Final
Terms of the Dated Tier 2 Notes.

Interest Deferral:
The Issuer may on any Optional Interest Payment Date defer payments of
interest on Dated Tier 2 Notes.
The Issuer is required to defer any payment of interest on Dated Tier 2
Notes on each Mandatory Interest Deferral Date, being an 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 was made on such Interest Payment Date, and a "Regulatory
Deficiency Interest Deferral Event" is any event which under Solvency
II and/or under the Relevant Rules (each as defined in Condition 18 of the
"Terms and Conditions of the Dated Tier 2 Notes") requires the Issuer to

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defer payment of interest in respect of the Notes (on the basis that the
Notes are intended to qualify as Tier 2 Capital under Solvency II without
the operation of any grandfathering provisions).

Arrears of Interest:
Any interest in respect of the Notes not paid on an Interest Payment Date
as a result of the election by the Issuer to defer payment of interest or as a
result of the occurrence of a Mandatory Interest Deferral Date together
with any other interest in respect thereof not paid on an earlier Interest
Payment Date will, so long as the same remains unpaid, constitute
"Arrears of Interest".
Any Arrears of Interest and any other amount, payment of which is
deferred in accordance with Conditions 5(a) or (b), will (subject to the
Solvency Condition), be paid in whole or in part at any time at the option
of the Issuer upon notice to the Noteholders, and in any event will
become due and payable (subject, in the case of (i) and (iii) below, to the
Solvency Condition) 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; 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 (as defined in the
Trust Deed) 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 fixed for any redemption or purchase of Notes by or on
behalf of the Issuer pursuant to Condition 6 or Condition 10(a).
No interest will accrue on Arrears of Interest. See "Terms and Conditions
of the Dated Tier 2 Notes Arrears of Interest."

Optional Redemption:
The Dated Tier 2 Notes may, subject as provided in Condition 6 of the
"Terms and Conditions of the Dated Tier 2 Notes", be redeemed in whole
but not in part on any Optional Redemption Date at their Optional
Redemption Amount together with any interest accrued to (but excluding)
the date fixed for redemption in accordance with the Conditions and any
Arrears of Interest.
The Dated Tier 2 Notes may not be redeemed at the option of the holders.

Early Redemption, Variation or
Upon the occurrence of a Tax Event or a Capital Disqualification Event
Substitution for Taxation Reasons or a
the Dated Tier 2 Notes may be (i) substituted in whole but not in part for,
Capital Disqualification Event:
or their terms varied so that they become, Qualifying Lower Tier 2
Securities; or (ii) redeemed in whole but not in part in the case of (x) a
Tax Event, at their outstanding principal amount or (y) a Capital
Disqualification Event, at the Special Redemption Price, together in each
case with any interest accrued to (but excluding) the date of redemption
and any Arrears of Interest, all as more particularly described in
Condition 6 of the ``Terms and Conditions of the Dated Tier 2 Notes --
Redemption, Substitution, Variation, Purchase and Options''.

Early Redemption for a Rating
Upon the occurrence of a Rating Methodology Event after the Rating

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Methodology Event:
Methodology Commencement Date the Dated Tier 2 Notes may be (i)
substituted in whole but not in part for, or their terms varied so that they
become, Rating Agency Compliant Securities; or (ii) redeemed in whole
but not in part at the Special Redemption Price with any interest accrued
to (but excluding) the date of redemption and any Arrears of Interest, all
as more particularly described in Condition 6 of the ``Terms and
Conditions of the Dated Tier 2 Notes -- Redemption, Substitution,
Variation, Purchase and Options''.

Conditions to Redemption, Variation or
Any redemption of the Dated Tier 2 Notes is subject to the proviso that no
Substitution:
Regulatory Deficiency Redemption Deferral Event has occurred which is
continuing, or would occur as a result of any such redemption. Any
redemption, substitution, variation or purchase of the Dated Tier 2 Notes
is subject to the Issuer having complied with regulatory rules on
notification to or consent from (in each case, if and to the extent
applicable) the Relevant Regulator (as defined in ``Terms and Conditions
of the Dated Tier 2 Notes'') and other conditions, as more particularly
described in Condition 6(b) of the "Terms and Conditions of the Dated
Tier 2 Notes".

Status of the Dated Tier 2 Notes:
The Dated Tier 2 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 or administration of the
Issuer, the payment obligations of the Issuer under the Dated Tier 2 Notes
shall be subordinated to the claims of all Senior Creditors (as defined in
``Terms and Conditions of the Dated Tier 2 Notes'') of the Issuer but
shall rank at least pari passu with all other obligations of the Issuer which
constitute Lower Tier 2 Capital (issued prior to Solvency II
Implementation (as defined in ``Terms and Conditions of the Dated Tier 2
Notes'')) or Tier 2 Capital (issued on or after Solvency II Implementation
(as defined in ``Terms and Conditions of the Dated Tier 2 Notes'')) and
shall rank in priority to Existing Undated Tier 2 Securities (as defined in
``Terms and Conditions of the Dated Tier 2 Notes''), all obligations of the
Issuer which constitute Tier 1 Capital (including, without limitation, by
virtue of the operation of any grandfathering provisions) and all classes of
share capital of the Issuer.

Solvency Condition:
Except as provided in Condition 3(b) of the Dated Tier 2 Notes, all
payments in respect of the Dated Tier 2 Notes shall be conditional upon
the Issuer being solvent as contemplated under ``Terms and Conditions of
the Dated Tier 2 Notes -- Status'' at the time for payment by the Issuer,
and no amount shall be payable under or arising from the Dated Tier 2
Notes unless and until such time as the Issuer could make such payment
and still be solvent immediately thereafter, as more particularly described
in Condition 3 of the "Terms and Conditions of the Dated Tier 2 Notes".

Withholding Tax:
All payments of principal and interest in respect of the Notes will be
made free and clear of, and without withholding or deduction for or on
account of, taxes of the United Kingdom unless required by law, in which
case, subject to the exceptions set out in Condition 8 of the "Terms and
Conditions of the Dated Tier 2 Notes", such additional amounts will also
be paid as shall result in receipt by the Noteholders and Couponholders of
such amounts as would have been received by them had no withholding
or deduction been required as more particularly described in Condition 8
of the "Terms and Conditions of the Dated Tier 2 Notes".

Governing Law of the Dated Tier 2
English
Notes:

Listing:
Applications have been made to list the Dated Tier 2 Notes on the Official
List and to admit them to trading on the Market.

Ratings:
The Dated Tier 2 Notes are expected to be assigned ratings of BBB by

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Standard & Poor's and Baa1 by Moody's. A rating is not a
recommendation to buy, sell or hold securities and may be subject to
suspension, reduction or withdrawal at any time by the assigning rating
agency.

Selling Restrictions:
United States, EEA, United Kingdom, Republic of Italy, Hong Kong,
Japan, Singapore, Switzerland and Australia. See the section of the Base
Prospectus headed "Subscription and Sale" incorporated by reference
herein.

The Issuer is Category 2 for the purposes of Regulation S under the
Securities Act.

The Dated Tier 2 Notes will be issued in compliance with U.S. Treasury
Regulation §1.163-5(c)(2)(i)(D) (the "D Rules").

Use of proceeds:
The net proceeds of the issue of the Dated Tier 2 Notes will be used for
the general corporate purposes of the Group, and to strengthen further its
capital base.

Regulatory treatment of the Dated Tier
As of the Issue Date, the Dated Tier 2 Notes are intended to qualify (but
2 Notes:
for any applicable limitation on the amount of such capital) as Tier 2
Capital pursuant to the Relevant Rules applicable to the Issuer. For more
information on the expected regulatory treatment of the Dated Tier 2
Notes, see the risk factor entitled "Redemption and Exchange Risk"
incorporated by reference herein.

ISIN Code:
XS0951553592

Common Code:
095155359

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