OFFERING CIRCULAR DATED 24 SEPTEMBER 2003

AVIVA plc

(Incorporated in England with limited liability, registered number 2468686)

£800,000,000 6.125 per cent. Fixed Rate Perpetual Reset Subordinated Notes

Issue Price: 99.072 per cent.

€500,000,000 5.70 per cent. Fixed/Floating Rate Perpetual Subordinated Notes Issue Price: 99.296 per cent.

€650,000,000 5.25 per cent. Fixed/Floating Rate Subordinated Notes due 2023

Issue Price: 99.239 per cent.

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Joint Bookrunners

BARCLAYS CAPITAL

LEHMAN BROTHERS

(Structuring Adviser)

ABN AMRO

GOLDMAN SACHS INTERNATIONAL SG CORPORATE & INVESTMENT BANKING

Co Managers

HSBC THE ROYAL BANK OF SCOTLAND

This document comprises listing particulars given in compliance with the listing rules made by the UK Listing Authority under Section 74 of the Financial Services and Markets Act 2000, as amended, for the purposes of giving information with regard to the Issuer, the Group and the Notes, The Issuer accepts responsibility for all the information contained in this Offering Circular. To the best of the knowledge and belief of the Issuer (which has taken an lanks offering Chemilar 10 the best of the ease), the information contained in this Offering Circular is in accordance care to casure mat such is the case, the information is a affect the import of such information.

In this Offering Circular, references to "Aviva" and the "Issuer" are to Aviva plc, and references to the "Aviva Group" or the "Group" are to Ariva ple and its subsidiaries. Unless expressly indicated otherwise, and apart from references to "Notes" in the terms and conditions of each Tranche of Notes and in "Summary of Provisions Relating to the Notes while in Global Form" (where references to the "Notes" means the Notes of the relevant Tranch), the Sterling Undated Notes, the Euro Undated Notes and the Dated Notes are together referred to herein as the "Notes" and each a "Tranche".

No dealer, salesman or other person is authorised to give any information or to make any representations other than those contained in this Offering Circular in connection with the offering or sale of the Notes and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer or the Managers (as defined under "Subscription and Sale" below). Neither the delivery of this Offering Circular nor of ( = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = or constitute a representation that there has been any christians of the Issuer or the Issuer or the Group since the date hereof. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Managers to subscribe for or purchase, any of the Notes,

The distribution of this Offering Circular and the offering of the Notes in certain jurisdictions may be restricted by law. Neither the Issuer and Manager represents that this Offering Circular may be lawfuly distributed, or that the Notes may be lawfully offered, in compliance with any be registration or assumes any rements in any our jurisdiction, or pursuant to an exemption available thereunder, or assumes any responsibility for facilitating any such distribution or offering. In particular, save for obtaining the approval of this Offering Circular as listing particulars by the UK Listing Authority and delivery of copies of this Offering Circular to the Registrar of Companies in England and Wales, no action has been taken by the Issuer or any of the Mic Legistral of Companies in England and Wales, no
Notes or distribution of this Offering Circularion would permit a public Notes or distribution of this Offering Circular in any jurisdiction where action for that purpose is required.
Accordingly, the Notes may not be offered as rold oli Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Offering Circular nor any advertisement or other offering material may be distributed or published in any jurisdiction except under circumstances that will result in over in the may applicable laws and regulations.
into whose nossession this Offering Circular as a pplicable laws and regulatio into whose possession this Offering Circular companies will ally apprication of the Managers to inform themselves about, and to observe, any applice and required by the Issuer and the Managers to inform restrictions on the offering, sale and delivery of the Notes and on the distribution of this Offering Circular,
see "Subscription and Sale" boov see "Subscription and Sale" below.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and are subject to U.S. tax law requirements. Subject or clises and the Notes may not be offered, and or delivered within the United States of America or to United States persons.

In this Offering Circular, unless otherwise specified or the context otherwise requires, all references to "pounds", "sterling" and "!" are to the currency of the United Kingdom of Great Britain and Northern Ireland (the "United Kingdom") and all references to "C" and "euro" are to the single currency which was introduced at the start of the Aird stage of European Economic and Monetary Union, pursuant to the Treaty establishing the European Louisian Lonomic and Monetary Union, pursuant to the Treaty of Amsterdam).

IN CONNECTION WITH THESE ISSUES, LEHMAN BROTHERS INTERNATIONAL (EUROPE) OR ANY PERSON ACTING FOR IT MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VEW TO SUPPORTING THE MARKET PRICE OF THE STERLING UNDATED NOTES, THE EURO UNDATED NOTES AND THE DATED NOTES AT A LEVEL HIGHER THAN THAT WHICH WOULD OTHERWISE PREVAIL FOR A LIMITED PERIOD. HOWEVER, THERE IS NO OBLIGATION ON STARILISING JIE COMMENCED MAX RE DIROPE) OR ANY AGENT OF IT TO DO THIS. SUCH STABILISING, IP COMENCED, MAY BE DISCONTINUED AT ANY TIME, AND MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD.

	Page
TERMS AND CONDITIONS OF THE STERLING UNDATED NOTES
TERMS AND CONDITIONS OF THE EURO UNDATED NOTES	18
TERMS AND CONDITIONS OF THE DATED NOTES	33
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM.	48
USE OF PROCEEDS	49
DESCRIPTION OF THE GROUP	50
UNITED KINGDOM TAXATION	રિ
SUBSCRIPTION AND SALE	ર્ભ્વ
GENERAL INFORMATION	୧୫

TERMS AND CONDITIONS OF THE STERLING UNDATED NOTES

The following are the terms and conditions of the Sterling Undated Notes substantially in the form in which they will appear on the Sterling Undated Notes in definitive form.

The £800,000,000 6.125 per cent. Fixed Rate Perpetual Reset Subordinated Notes (the "Notes", which expression shall in these Conditions, unless the context ofperwise requires rootes (the 19tes , which expression) Condition 15 and forming a single series with the Notes) of Aviva plc (the "Issuer") are constituted by a trust deed (the "Trust Deed") dated 29 September 2003 between the Issuer 7 ale consitioned by a first Corporation p.l.c. (the "Trustee", which expression shall include all persons for the time being the trustees under the Trust Deed) as trustee for the Notes the "Notes the "Noteholders"). The issue of the Notes was authorised pursuant to resolutions of the Board of Directors of the Issuer passed on 20 June 2003 and resolutions of a dult authorised committee of the Board of Directors passed on 20 July 2003 and resolutions of a duly
include symmerica of end career of Directors passed on 9 September 2003. The s include summaries of, and are subject to the detailed provisions of the Trust Deed Copies of the Trust Deed and the paying agency agreement (the "Paying Agency Agreement") dated 29 September 2003 made between the Issuer, HSBC Bank plc as principal paying agent (the "Principal Paying Agent", which expression shall include any successor thereto) and the paying agents named therein (together with the Principal Paying Agent, the "Paying Agents"), HSBC Bank plc as calculation agent (the "Calculation Agent", which expression shall include any successor the bolders of the technical are axailable for inspection during normal business hours by the Noteholders and the holders of the interest counces (the "Coupons") and talons for further Courons (the "Talons") appertaining to Notes in a similive form (the "Coupons") and "larther Coupons (the Truste, being at the date hereof at Fifth Floor, 10 Wood Street, London EC2V 7EX and at the President of the United the Paying Agents. The Noteholders and the Couponholders are entitled to the benefit of, and are bound by, all the provisions of the Trust Deed, and are deemed to he betent of and are bound by, all Agreement applicable to them.

Form, Denomination and Transfer 1.

Form and Denomination (a)

The Notes are in bearer form in the denominations of £10,000 and £100,000, serially numbered. Notes of one denomination may not be exchanged for Notes of the other denomination.

Global Notes (b)

The Notes are initially represented by a temporary global note (the "Temporary Global Note") in bearer form, without Coupons or Talons attached, in the principal amount of £800,000,000 deposited with a common depositary (the "Common Depositary") for Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and Clearstram Banking, société anonyme ("Clearstream, Luxembourg") on 29 September 2003. Not earlier than 10 November 2003, the Temporary Global Note is exchangeable for a further global note in bearn form, without Coupons or Talons attached, in the principal amount of up to £800,000,000 (the "Permanent Global Note"). Exchanges of interests in the Temporary Global Note for interests in the Permanent Global Note will be effected only upon certification as to non-U.S. beneficial ownership. A beneficial owner must exchange his interest in the Temporary Global Note for an interest in the Permanent . Global Note before payments of principal or interest on the Notes can be collected. The Temporary Global Note and the Permanent Global Note are together referred to as the "Global Notes". The Permanent Global Note will only be exchangeable for definitive Notes in certain limited circumstances described in paragraph (e) below. Title to each Global Note will pass by delivery (without prejudice to paragraphs (c) of this Condition 1). The Issuer, the Paying Agents and the Trustee may (to the fullest extent permitted by applicable laws but without prejudice to paragraph (d) of this Condition 1) deem and treation of a Global Note as the absolute owner for all purposes (whether or not such Global Note shall be overdue and notwithstanding any notice of ownership or writing on such Global Note or any notice of previous loss or theft of such Global Note).

(c) Transfers

For so long as the Notes are represented by a Global Notes will be transferable in accordance with the rules and procedures of a croles of Euroclear or Clearstean, Luxembourg, as appropriate Title to the definitive Notes issued in the United or Cited or Clearnoong, as approprate.
I and the Counces and Tri 1 and the Coupons and Talons will pass by delivery.

(d) Title

For so long as the Notes are represented by a Global Note, each person who is for the time being shown in the records of Euroclear or of Clearsteam, Luxembourg as the holder of a particular principal amount of Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the principal amount of the Notes standing to the account of any person shall be conclusive and binding for all purposes) shall be treated by the Issuer, the Trustee, the Paying Agents and the bearer of the relevant Global Note as a holder of such principal amount of Notes (and the expression "Noteholder" and references to "holding of Notes" and to "holders of Notes" shall be construct accordingly for all purposes other than with respect to the payment of principal and interest on the Notes, the right to which shall be vested, as against the loss and the Trustee, solely in the bearer of the Permanent Global Note in accordance with and subject to its terms and the terms of the Trust Deed of the Petinaten Groom Note in
and/or Clearstreem. I work was de links and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by the Trustes,

Definitive Notes (e)

If (i) any event described in paragraph (a) of Condition 8 occurs and is continuing, (ii) the Permanent Global Note is held on behalf of Eurocear or Clearstream, Luxembourg or such other clearing system as shall have been approved by the Truster and Clearing System is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business and no alternative clearance system saisfactory to the Trustee is analable or (iii) the Trustee is saisfied that on the occasion of the next payment in respect of the Notes the Issuer or any Paying Agent would be required to make any deduction or withbolding from any payment in respect of the Notes which would not be required were the Notes in the Issuer will (also establish in respect
to, the Noteholders), issue, definitive News the Notes in definitive for to the Noteholders) issue definitive Notes, serially numbered, in the denominations of £10,000 and £10,000 each with Coupons and Talons attached on issue (in exchange for the entire Permann (Global Note) within 45 days of the relevant andelio on Issue (in excilange for the entire Perman

2 Status and Subordination

The Notes constitute direct, unsecured and (save as to subordination) unconditional obligations of the (a) Issuer and rank, and will rank, pari passu without any preference among themselves.
(b) The claims of the Noteholders against the Issuer in respect of payments pursuant to the Notes will, in the event of a winding-up of the Issuer, be subordinated in right of payment in the Notes will, in the Notes will, in the Trust Deed to the claims of all Senior Creditors (as defined in Condition 3) of the Issuer.
As used in this Condition 2, the expression "obligations" includes any direct or indirect obligations of the (c) Issuer and whether by way of guarantee, indemnity, other contractual support arrangement or otherwise and regardless of name or designation.
(d) Subject to applicable law, no Noteholder may exercise or claim any right of set-off in respect of any amount owed to it by the Issuer arising under of claim ally tight of ser-on in respect of any by virtue of being the holder of any Note, be deemed to have waved all such rights of set-off. Notwithstanding the preceding sentence, if any of the amounts owned all such "guch inchise of the Issue under or in connection with the Notes is discharged by set-off, such Noteholder shall immediately pay an amount equal to the amount of such discharge to the Issuer of its winding-up, the liquidater of the Issuer and, until such time as payment is made, shall hold an amount equal to such amount in the Issuer, or the liquidator of the Issuer, and accordingly any such discharge shall be deemed not to the place.
(i) = Except in a winding up of the Issuer, all payments in respect of the Notes are conditional upon the (e) Issuer being solvent at the time for payment by the Issuer, and no amount shall be payable in respect of the Notes unless and until such ime as the Issuer could make such payment and still be solvent immediately thereafter. For the purposes of this Condition 2(e)(i), the Issuer shall be solventif (i) it is able to pay its debts owed to Senior Creditors as they fall due and (ii) its Assets exceed its Liabilities (other than its Liabilities to persons who are not Senior Creditors). A report as to the solvency of the Issuer by two directors of the Issuer shall, in the absence of manifest error, be treated and accepted by the Issuer, the Trustee, the Noteholders and all other interested parties as correct and sufficient evidence thereof. In a winding-up of the Issuer, the amount payable in respect of the Notes shall be determined in accordance with the provisions described below.

(ii) (except in any such case a solventive resolve results in the winding-up of the Issuer amalgamation or the substitution in place of the Issuer of a successor in business, the terms of which reconstruction or amalgamation or substitution (i) have previously been approved in writing by the Trustee or by an Extraordinated of the pleviously been approved in writing by the Noteholders and (i) do not provide that the Notes shall thereby become payable), there shall be payable on each Note (in lieu of any other payment, but subject as provided in this Condition 2) such amount, if any, as would have been ayable to the holder thereof it, on the date prior to the commencement of the winding-up and thereafter, such Noteholder were the holder of a preference share in the capital of the Issuer having a preferential right to a return of assets in the winding-up over the holders of all issued shares for the time being in the capital of the Issuer on the assumption that such preference share was entitled to receive on a return of assets in the assumption that such preference principal amount of such Note, together with Arrears of Interest (as defined below), if any, and any interest (other than Arrears of Interest) which has accrued up to, but excluding, the date of repayment (as provided in the Trust Deed) in respect thereof.

On a winding-up of the Issuer there may be no surplus asses available to meet the claims of the Noteholders after the claims of the Senior Creditors (as defined below) have been satisfied.

3 Definitions

As used in these Conditions:

"Arrears of Interest" has the meaning given in Condition 5(b);

"Assets" means the unconsolidated gross assets of the Issuer, as shown in the latest published audited balance sheet of the Issuer, but adjusted for the Issuer, as shown in the latest published andited balance
determine;

"Benchmark Gill" means, in respect of an Interest Calculation Period, such United Kingdom government security having a maturity date on or about the last day of such United Kingdom govermant
Agent, with the advice of the Reference Market Makers, may determinent Agent, with the gold charly date on of about the last day of such hiterest Calculation Personalism Personalism

"business day" has the meaning given in Condition 4(e) except in relation to Condition 7(d) where "business
day" shall bear the meaning attributed to that term in Condition 7 day" shall bear the meaning attributed to that term in Condition 7(d);

"Calculation Agent" has the meaning given in the preamble to these Conditions;

"Capital Disqualification Event" has the meaning given in Condition 6(d);

"Clearstream, Luxembourg" has the meaning given in Condition 1(b);

"Common Depositary" has the meaning given in Condition 1(b);

"Couponholders" has the meaning given in the preamble to these Conditions;
«a

"Coupons" has the meaning given in the preamble to these Conditions;

"Deferral Notice" has the meaning given in Condition 5(a);

"Determination Date" in relation to an Interest Calculation Period means the fifth business day other than a Saurday or Sunday on meest Caculation Period means the fitth business day other of the first day of secure of secure of such Interest Calculation Period, provided that if it is not possible for any reson to decemine the first day of such Interest
such day, the Determination Date shall be postponed to the Or such day, the Determination Date shall be postported to the first business day thereafter on which the Calculation Agent determines that it is posible to determine the Gross Redemption Yield, provided that such and before the first day of such Interest Calculation Priod. If such day field, provided that such day occuss
before the first day of such Interest Calculation Period. If such da Calculation Period, that Intel Catedantion Period Institution of after the Eirst day of such Interest
the first day of such Interest Calculation Period and unes ary which is the first day of such Interest Calculation Period, and upon which is, or is nearest to but after,
the first day of such Interest Calculation Period, and upon which the Calcul possible to determine the Gross Redemption Yield;

"Directive" means Directive 98/78/EC of the European Union;

"EEA Regulated Subsidiary" means any entity engaged in the insurance business and regulated as such by a menteer state of the European Economic Area in the insurance business and regulated as such by a
of the voting rights or capital; of the voting rights or capital;

"Euroclear" has the meaning given in Condition 1(b);

"European Economic Area or EEA" means the countries comprising the European Union together with Norway,
Liechtenstein and Iceland: Liechtenstein and Iceland;

"PSA" means the Financial Services Authority (or, if at any time the Financial Services Authority is not the relevant regulator, such other regulator as shall be the relabilation of insurance companies operating in the United Kingdom);

"Gross Redemption Yield" means, with respect to a security, the gross redemption yield on such security (as calculated by the Calculation Agent on the basis not in the United Kingdom Debt Management Office in the paper "Formulae for Calculaing Gills Prices from Yields" page 4, Section One: Price in the "Conventional Gilts; Double-dated and Unders With Assumed (or Actual) Redemption on a Quasi-Coupon Date" (published 8/6/1998) on a semi-amual compounding basis (converted on annualised yield and rounded up (if necessary) to four decimal places));

"Initial Interest Rate" has the meaning given in Condition 4(c);

"Interest Calculation Period" means each period commencing on (and including) a Reset Date and ending on (but excluding) the next succeeding portod commencing on (allo including) a Reset Date and ending on
Deed): Deed);

"Interest Payment Date" means 29 September in each year, commencing 29 September 2004;

"IPRU (INS)" means the "Interim Prudential Sourcebook: Insurers" that forms part of the rules of the FSA or any equivalent rules or regulatory provisions from time to time replacing it or the rules therein;

"Issue Date" means 29 September 2003;

"Issuer's Territory" has the meaning given in Condition 11(vi);

"Liabilities" means the unconsolidated gross liabilities of the Issuer, as shown in the latest published audited balance sheet of the Issuer of the Issuer, as the Issuer, as shown in the latest published audited the directors of the Issuer may determine;

"Noteholders" has the meaning given in the preamble to these Conditions;

"Notes" has the meaning given in the preamble to these Conditions;

"Optional Interest Payment Date" means any Interest Payment Date where:

(i) such Interest Payment Date is resources Prof to such Intelest Payment Date and is continuing on
on such Interest Payment Date and on such Interest Payment Date; and
- (b) (other than the Notes) and no divide or other distribution has been irrevocably declared on any class of the Issuer's share capital since the date of the commencement of that Regulatory Intervention; or
(ii) no interest payments have been made on any junior or pari passu ranking securities of the Issuer (other than the Notes) during the final wear of the Issuer in which such Interest Payment Date Issuer (other dividend or other distribution on any class of the Issuer's share capital was irrevocably declared at or since the annual general meeting of shareholders immediately prior to that Interest Payment Date;

"Paying Agency Agreement" has the meaning given in the preamble to these Conditions;

"Paying Agents" has the meaning given in the preamble to these Conditions;

"Permanent Global Note" has the meaning given in Condition 1(b);

"Principal Paying Agent" has the meaning given in the preamble to these Conditions;

"Reference Bond" means the 8 per cent. Treasury Stock due June 2021, or if such stock is no longer in issue such other United Kingdom government stock with a manty date as near as possible to 29 September 2022, as the Calculation Agent may, with the advice of Reference Market Makers, determine 1022, as the
Calculation for the 8 per cent Treasure Market Makers, determine to be appropriate b substitution for the 8 per cent. Treasury Stock due June 2021;

"Reference Date" means the date which is three dealing days prior to the date fixed for redemption by the Issuer
referred to in Condition 6(d): referred to in Condition 6(d);

"Reference Market Makers" means three brokers of gilts and/or gilt edged market makers selected by the Calculation Agent and approved for this and/or gift edged market makers selected by the gill edged market as are selected by the Calculation Agent and approved for this purpose by the Trustee in consultation
with the Issuer,

"Regulatory Intervention" means (a) with respect to the Issuest from any Relevant Supervisory and and of the cities of imelia (a "Will respect on the lister, a request from any Relevan Superviory
Authority to restore or improve any applicable solved to the Rever (b respect of any of the Issuer's EA Regulated Subsidiants, a request of the Issuer, (b) in Referant Supervisory Authority in requires, a request to that EEA Regulad Subsidiary by its
Relevant Supervisory Authority to restore either its applicable minimum solversy m levels or the FSA is notified by a Relevant Supplication of capital adeguacy
levels or the FSA is notified by a Relevant Supervisory Authority has made such request to the applicable EEA Regulated Subsidiary, or (c) if, an any date on which a sament has
respect of the Notes is due, the Regulated Subsidiary, or (c) if, a respect of the Notes is due, the Issuer or any one of the EEA Regulated Subsidiaries has failed (or is reasonaly likely to see to cast, all other of the bit in ELA Regulated Studionians has failed (or is resonably
likely to so fail immediately after such payment) to met its appirations capital adequacy levels as at the most recent audited accounts of the Issuer or, as the case maxims of the Issuer or, as the case may be, that EEA Regulated Subsidiary or, if later, the date accommon of the Issuer or, as the case may be, that the may be, that
EEA Regulated Subsidiary or, if later, the date ware more purposes or, if later, any date falling on or prior to the date such payment is, or otherwise would be, des selected by the Board of Directors on of Driot to tale such payment is, or otherwise would be, the selected
by the Board of Directors (or other management body) of the case may be, th Subsidiary A Regulator (or ville mail be continuing untile case may be, that EBA Regulated
Subsidiary A Regulatory leterention shall be continuing untile case of (a) or (b) the relevant margins of solventy of teened to be continuing until such date as in the case of (a) or (o),
the relevant Supervisory or capital adequacy levels have been resore the Relevant Supervisory of capital acepacy revels nave been resored or inproved to the satisfacion of the satisfacion of the Relevant Supervisory Praincily of the Education of addressed to the satistacion of the satisfaction of the Subsidian as applicable, mets iss or (c), the first date on which the Issuer or relevant EBA Regulated
Subsidiary, as applicable, meets is applicable minimum or notional prog capital adequacy levels, as determined and is certified to the Trustee by the Board of Directors (or other

"Relevant Date" means, in respect of any payment on the Notes, the date on which such payment first becomes of due but, if the full anount of the morey payable has not been received by the Principal Paying Artist becomes
Trustee on or before the date, it means the date on which the fi Truster on or before the libered by the Presived by the Principal Paying Agent of the money having Agent of the money having been so received, notice to that effect shall have been duly given to the mount of the money of the money been so
received, notice to that effect shall have been duly given to the Is

"Relevant Rules" has the meaning given in Condition 6(d);

"Relevant Supervisory Authority" means any regulator having jurisdiction over the Issuer or any of the EEA
Regulated Subsidiaries;

"Reset Date" means 29 September 2022 and each Interest Payment Date falling on or nearest to the fifth
anniversary of the preceding Reset Date; anniversary of the preceding Reset Date;

"Reset Rate of Interest" has the meaning given in Condition 4(d);
"

"Resumption Date" has the meaning given in Condition 5(b);

"Senior Creditors" means all creditors of the Issuer who are (i) unsubordinated creditors of the Issuer or (ii) subordinated creditors of the Issuer who are (i) unsubordinated creditors of the Issuer of the Issuer or (ii)
subordinated creditors of the Noteholders or junior to the claims of the Noteholders;

"Special Redemption Price" means, in respect of each Note, the higher of (a) the principal amount of such Note
and (b) the price expressed as a percentage (rounded to four anount of anythin Fried "mans, in respect of each Note, the higher of (a) the principal amount of while in
and (b) the price expressed as a percentage (rounded to four comme while cross Redemption Yield on the Reference Date (assuming for this punded upwads) and are to be redeemed at their principal anount on the first Resel Date (as purpose that the November of (determined by reference to the middle market price) at 11.00 a.m. on the Bross Redemption Yoeld
plus 0.75 per cent. basis points; plus 0.75 per cent. basis points;

"Substitute Obligor" has the meaning given in Condition 11;

"Substituted Territory" has the meaning given in Condition 11;

"Tax Event" has the meaning given in Condition 6(b);

"Temporary Global Note" has the meaning given in Condition 1(b);

"Trust Deed" has the meaning given in the preamble to these Conditions; and

"Trustee" has the meaning given in the preamble to these Conditions.

ব Interest

(a) Rate of Interest

The Notes bear interest from the Issue Date in accordance with the provisions of this Condition 4.

Subject to Conditions 2 and 5, interest shall be payable on the Notes annually in arrear on each Interest Payment Date.

Where it is necessary to compute an amount of interest in respect of any Note for a period of less than one year such interest shall be calculated on the basis of the actual number of days in the period form (and including) the most recent Interest Payment Date (or if none, the Issue Date) to (but excluding) the relevant payment date divided by the actual number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Jordan (and finding) the next (or first) scheduled Interest Payment Date.

Where it is necessary to compute an anount of interest in respect of any Note for a period of more than one year, such interest shall be the aggregate of the interest payable in respect of a full year plus the interest payable in respect of the remaining period calculated in the manner as aforesaid.

(b) Interest Accrual

The Notes will cease to bear interest from (and including) the due date for redemption thereof pursuant to Condition 6(b), (c) or (d) unless, upon due presentation, payment of principal in respect of the Notes is improperly withbeld or refused, in which even interest shall continue to accrue, and shall be payable, as a provided in these Conditions up to (but excluding) the Relevant Date.

Initial Rate of Interest (c)

For the period from, and including, the Issue Date to, but excluding, 29 September 2022, the Notes bear interest at the rate of 6.125 per cent. per annum (the "Initial Interest Rate"),

Reset Rate of Interest (d)

From (and including) 29 September 2022, the rate of interest payable on the Notes in respect of each Interest Calculation Period (the "Reset Rate of Interest") will be the rate per annum which is the aggregate of 2.40 per cent. and the Gross Redenption Yiel of the Benchmark Gilt in respect of such Interest Calculation Period with the price of the Benchmark Gill for this purpose being the arithmetic average (rounded up (if necessary) to four decimal places) of the bid and offered prices of such Benchmark Gill quoted by the Reference Makers at 3.00 pm. (London time) on the relevant Determination Date on a dealing basis for settlement on the next following dealing day in London.

Publication of Reset Rate of Interest (e)

The Issuer shall cause notice of the Reset Rate of Interest determined in accordance with this Condition 4 in respect of each relevant Interest Caculation Princet to be given to the Trustee, the Paying Agents, any stock exchange or other relevent authority on which the Notes are for the firsted, the Paying Agents, any
trading and in accordence with Corrition 14 . It . Ve stees are for trading and, in accordance with Condition 14, the Notes are for the fined or admitted to
but in accordance with Condition 14, the Noteholders as soon as practicable after its but in any event not later than the fourth business day thereafter. As used in this paragraph (e), "business day" means a day (not being a Saturday or Sunday) on which banks are open for business in London.

The Reset Rate of Interest so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice in the event of proven or manifest error.

(f) Determination or Calculation by Trustee

The Trustee shall, if the Calculation Agent does not at any relevant time for any reason determine the Reset Rate of Interest on the Notes in accordance with this Cordition 4, determine the Reset Rate of Interest in respect of the relevant Interest Calculation Period at such rate as, in its absolute discretion (having such regard as it shall think for the procedure described in this Condition 4), it shall deem fair and reasonable in all the circumstances and such determination shall be deemed to be a determination thereof by the Calculation Agent.

(g) Determinations of Calculation Agent or Trustee Binding

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 4 whether by the Calculation Agent or the Trustee, shall (in the absence of wilful default, bad Catherion on the Caculation Agent of the Issue, the Calculation Agent, the Trustee, the Paying Agents and (in the absence as aforesaid) no liability to the Noteholders or the Issues than an Notenovers and (In the absence as aforesad) no with the exercise or non-exercise by them of their powers, duties and discretions.

ഗ് Deferral of Payments

Optional Deferral of Interest (a)

The Issuer may, on any Optional Interest Payment of interest on the Notes otherwise payable on such date.

The deferral of any interest payment on any Optional Interest Payment Date in accordance with this Condition 5(a) will not constitute a default by the Issuer and will not give Noteholders or the This right to accelerate the Notes. The Issues shall notify the Trustee and the Noteholders or the Linstee any
(and in any event within 10 huiness daux) of the Trustee and the Not (and in any event within 10 business days) after any Optional Interest Payment Date in respect of which payment is deferred of the amount of such payment otherwise due on that date and the grounds upon which such deferral has been made (the "Deferral Notice"). The Issuer may defer paying interest on each Optional Interest Payment Date until the date on which the Notes are redeemed in full.

(b) Arrears of Interest

Any interest in respect of the Notes not paid on an Interest Payment Date, together with any other interest in respect thereof not paid on any earlier Interest Payment Date, in each case by virtue of Condition 5(a), shall, so long as the same remains unpaid, constitute "Arrears of Interest". Any Arrears of Interest and any other anount, payment of which is defend in accordance with Condition 5(a), will, subject to Condition 2, automatically become immediately due and payable (irrespective of any prior written notice to, or absence of objection from, the FSA) upon the earliest of the following (the "Resumption Date").

(i) share capital or pays interest on any other junior or pari passu ranking securities;
(ii) the date on which the Trustee that no Regulatory Intervention that has occurred is or will be continuing on such date unless the Issuer is otherwise entitled to defer at such time by virtue of Condition 5(a);
(iii) the date on which the Issuer commences and does not abandon a public offer to redeem, purchase or acquire any of its ordinary shares or other junior or pari passu ranking securities;
(iv) the date on which an order is made or a resolution is passed for the winding-up of the Issuer (other than a winding-up which has been approved in writing by the Trustee or by an Extracting Resolution (as defined in the Trust Deed) of the Noteholders); and
(v) the date fixed for any redemption or purchase of Notes by or on behalf of the Issuer pursuant to Condition 6 or Condition 8(a).

(c) No Default

Notwithstanding any other provision in these Conditions or the Trust Deed, any payment which for the time being is not made by virtue of Condition S(a) shall not constitute a default for the but without limitation, Condition 8(a)) on the part of the Issuer. Arrears of Interest and any other amount, payment of which is so deferred, shall not themselves bear interest.

6. Redemption and Purchase

No Fixed Maturity (a)

The Notes have no fixed redemption date and are redeemable only in accordance with the following provisions of this Condition 6 or Condition 8(a) subject in each case to giving at least six months' prior written notice to, and receiving no objection from, the FSA (or such shorter period of notice as the FSA may accept and so long as such notice is required to be given).

(b) Redemption for taxation reasons

If the Issuer satisfies the Trustee at any time immediately before the giving of the notice referred to below that:

(i) on the occasion of the next payment due in respect of the Notes the Issuer would be required to pay additional amounts as provided or referred to in Condition 9; or
(ii) on the next Interest Payment Date the payment of interest in respect of the Notes would be treated, for reasons outside the control of the Issuer and any affiliate of the Issuer, as a "distribution" within the meaning of the Income and Corporation Taxes Act 1988 (as amended, re-enacted or replaced),

(each such event, a "Tax Event") the Issuer may, at its option, having given at least six months' prior written notice to, and received no objection from, the FSA (or such shorter period of notice as the FSA may accept and so long as such notice is required to be given) and having given not hess than 30 nor more than 60 days' notice to the Noteholders in accordance with Condition 14 (which notice shall be irrevoable), redeem (subject to Condition 2) all, but not some only, of the Notes, at their principal amount together with interest accrued to, but excluding, the date of redemption and all Arrears of Interest.

(c) Redemption at the Option of the Issuer

Unless the Issuer shall have given notice to redeem the Notes under Condition 6(b), on or prior to the expiration of the notice referred to in (iii) below, the Issuer may at its option, redeem (subject to Condition 2) all, but not some only, of the Notes on any Reset Date at their principal anount together with interest accrued to (but excluding) the date of redemption and all Arrears of Interest. In order to exercise its option, the Issuer must first have:

(i) given at least six months' prior written notice to, and received no objection from, the FSA (or such shorter period of notice as the FSA may accept and so long as such notice is required to be given); and
(ii) given not less than 30 nor more than 60 days' notice to the Trustee and to the Noteholders in accordance with Condition 14 (which notice shall be irrevocable).

(d)

If the Issuer satisfies the Trustee immediately prior to the giving of the notice referred to below that a Capital Disqualification Event has occurred, the Issuer may, at its option, having given at least six months " prior written notice to, and received no objection from, the FSA (or such shorter period of notice as the FSA may accept and so long as such notice is required to be given) and having given not less than 30 nor more than 60 days' notice to the Trustee and to the Noteholders in accordance with Condition 14 (which notice shall be irrevocable), redeem (subject to Condition 2) all, but not some only, of the Notes at their Special Redemption Price if the date of redemption falls on or before the first Reset Date and at their principal amount if the date of redemption falls thereafter together in each case with interest accrued to, but excluding, the date of redemption and all Arrears of Interest.

A "Capital Disqualification Event" is deemed to have occurred if solvency calculations in respect of the Issuer are required by any Relevant Supervisory Authority, including, without imitation, pursuant o the Directive or any legislation, rules or regulations (whether having the force of law or otherwise) in any state within the EEA implementing the Directive including the United of the "Relevant Rules") and

(i) time, the Notes would not be capable of counting as cover for the minimum or notional margin of solvency required of the Issuer under the Directive or the Relevant Rules; or
(ii) as a result of any change to the Directive or the Relevant Rules or the application or official interpretation thereof any Notes would not be capable of counting as cover for the minimum or notional margin of solvency of the Issuer under the Directive or the Relevant Rules.

Purchases (e)

The Issuer or any of its Subsidiaties (as defined in the Trust Deed) for the time being may, having given prior written notice to, and received no objection from, the FSA (so long as such notice is required to be given) and at any time, purchase (subject to Condition 2) Notes in any manner and at any price. In each case purchases are mode by the unmatured Coupons and Talons (if any) appertaining thereto. If purchases are made by tender, tenders must be available to all Noteholders alike.

Cancellation (f)

All Notes redeemed will be cancelled forthwith and such Notes may not be reissued or resold. Notes purchased by the Issuer or any of its Subsidiaries will forthwith be cancelled and accordingly may not be held, reissued or resold.

7. Payments

Method of Payment (a)

Payments of principal and interest in respect of the Notes will be made against presentation and surrender of Notes or, in the case of payments of interest due on an Interest Payment Date or a Resumption Date, against surrender of the relevant Coupons at the specified office of any of the Paying Agents. Such payments will be made (subject to paragraph (b) below), at the option of the holder by sterling cheque drawn on, or by transfer to a sterling account maintained by the holder with, a bank in London, subject in all cases to any fiscal or other laws and regulations applicable in the place of payment but without prejudice to the provisions of Condition 9.

(b) Effect of Redemption on unmatured Coupons

Upon the due date for redemption of any Note, any unexchanged Talon relating to such Note (whether or not attached) shall become void and no Coupon shall be delivered in respect of such Talon and unmatured Coupons (other than Coupons in respect of which there exist any Arrears of Interest) relating to such Note (whether or not attached) shall also become void and no payment shall be made in respect of them. Where any Note is presented for redemption without all unmatured Coupons and any unexchanged Talon relating to it, redemption shall be made only against the provision of such indemnity as the Issuer may require.

Surrender of Talons (c)

On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in respect of any Note, the Talon forming part of such Coupon sheet may be surrendered at the specified office of the Principal Paying Agent or at the specified office of the Paying Agent in London in exchange for a further Coupon sheet (and another Talon for a further Coupon sheet) (but excluding any Coupons that may have become void pursuant to Condition 10).

(d) Payment on business days

If the date for payment of any amount in respect of any Note or Coupon or any later date on which any Note or Coupon is presented for payment is not at any place of payment a business day, then the holder thereof shall not be entitled to payment at that place of payment of the amount payable until the next following business day at that place of payment and shall not be entitled to any further interest or other payment in respect of any such delay. In this Condition 7(d), "business day" means any day (not being a Saturday or Sunday) on which, in the relevant place of payment and in London, commercial banks and foreign exchange markets settle payments in sterling.

Paying Agents (e)

The names of the initial Paying Agents and their initial specified offices are set out below. The Issuer reserves the right, subject to the approval of the Trustee, such approval not to be unreasonably withheld, at any time to vary or terminate the appointment of any Paying Agent and to appoint additional or other Paying Agents provided that it will (i) at all times maintain a Paying Agent having a specified office in London and (ii) insofar as the Issuer would be obliged to pay additional amounts pursuant to Condition 9 upon presentation of the Note or Coupon, as the case may be, for payment in the United Kingdom but for the application of Condition 9(iv), maintain a Paying Agent having a specified office in a major city in a Member State of the European Union other than the United Kingdom that will not be obliged to withhold or deduct tax pursuant to any European Union Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 and which is approved by the Trustee, PROVIDED THAT under no circumstances shall the Issuer be obliged to maintain a Paying Agent with a specified office in such a Member State unless at least one Member State of the European Union other than the United Kingdom does not require a Paying Agent with a specified office in that Member State to so withhold or deduct tax.

(f) Notice

Notice of any such termination or appointment and of any change in the specified offices of the Paying Agents will be given to the Noteholders in accordance with Condition 14.

Definitive Notes (g)

If definitive Notes are required to be issued, the amount of interest in respect of such Notes will be calculated by reference to the aggregate principal amount of Notes presented (r, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest £0.01.

Events of Default and Enforcement વર્

(a) Events of Default

The Trustee at its discretion may, and if so requested in writing by the holders of at least one-quarter of the principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders shall (but, in each case, subject to paragraph (d) below), give notice to the Issuer that the Notes are, and they shall accordingly immediately become, due and repayable at their principal amount together with accrued interest thereon and all Arrears of Interest if

(i) = subject to the deferral provisions of Condition 5, default is made for a period of 10 days or more in the payment of any interest due in respect of the Notes or any of them; or
(ii) an order is made or a resolution is passed for the winding-up of the Issuer (other than a winding-up which has been approved in writing by the Trustee or by an Extraordinary Resolution of the Noteholders).

For the purposes of this Condition 8(a), a payment shall be deemed to be due even if the condition set out in Condition 2(e)(i) is not satisfied with respect to the Issuer.

(b) Proceedings for Winding-up

If the Notes become due and repayable (whether pursuant to paragraph (a) above or Condition 6) and are not paid when so due and repayable, the Trustee may at its discretion institute proceedings for the windingup of the Issuer, provided, however, that the Trustee may only institute proceedings for the winding-up of the Issuer on or after the date two years and one day after the failure by the Issuer to make payment as described in this paragraph (b), but may take no further or other action to enforce the obligations of the Issuer for payment of any principal or interest (including Arrears of Interest, if any) in respect of the Notes. No payment in respect of the Notes may be made by the Issuer pursuant to paragraph (a) above, nor will the Trustee accept the same, otherwise than during or after a winding-up of the Issuer, unless the Issuer has given prior written notice to, and received no objection from, the FSA.

Enforcement (c)

Without prejudice to paragraph (a) or (b) above, 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, the Notes or the Coupons (other than any bligation for the payment of any principal or interest in respect of the Notes or the Coupons) provided that the Issuer shall not by virtue of the institution of any such proceedings be obliged to pay any sum or sums sooner than the same would otherwise have been payable by it.

(d) Entitlement of the Trustee

The Trustee shall not be bound to take any of the actions referred to in paragraph (a), (b) or (c) above to enforce the obligations of the Issuer under the Trust Deed, the Notes or the Coupons unless (i) it shill 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 (i) it shall have been indemnified to its satisfaction.

Right of Noteholders (e)

such winding-up, fails to do so within a reasonable period and such failure shall be continuing, in which case the Noteholder or Couponholder shall have only such rights against the Issuer as those which the Trustee is entitled to exercise. Any such procedius and Noteholder or Couponholder or Couponholder shall be brought in the name of the processings of ought by ally Noteholder of Couponholder shall be
to its satisfaction to its satisfaction.

Extent of Noteholders' remedy (f)

No remedy against the Issuer, other than as referred to in this Condition 8, shall be available to the Trustee or the Noteholders or Couponholders, 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.

9. Taxation

All payments by the Issuer in respect of the Notes will be made without withholding of or deduction for, or on account of, any present of the repessed the rotes will be many of thinklem of or deduction for, or on
or levied, collected, witheld or assessed, by or on belalf of the Mindso or levied, collected, withheld or assessed, by or on behalf of the United Kingdom or any political subdivision thereof or by any authority therein or thereof having ower to tax, unless the withining or deduction of such taxes, duties, assessments or governmental charges is required by law. In that event the Issuer will pay such additional amounts as may be necessary in order that the event the Issuer will pay wch.
after such withholding or dediction sholl and the any receivable by Noteholders or Cou after such withholding or deduction shall cual the mounts which would have been receivable in respect of the Notes or, as the case may be, Coupons in the absence of such withbolding or decuction, except that no such additional amounts shall be payable in the adschee of such withoding or deduction, except
a

(i) by satisfying any statutory requirements or by making a declaration of non-residence or similar claim for exemption but fails to do so, or (b) is liable to such axes, duties, assessments or similar claim for for
respect of such Note or Coupon by recess of his haves, assessments o respect of such Note or Coupon by reason of his haves, assessments of governmentlal charges in
than a mere holding of such Note or Councer than a mere holding of such Note or Coupon;
(ii) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any law implementing or complying with, or introduced in order to be made Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000;
(ii) presented for payment by or on behalf of a Noteholder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another Paying Agent in a Member State of the European Union;
(iv) where such Note or Coupon is presented for payment in the United Kingdom; or
(v) Couponholder thereof would have been entitled to such additional amounts on presenting the same for payment on the last day of such period of 30 days.

References herein and in the Trust Deed to principal and/or interest shall be deemed to include any additional amounts which may become payable pursual to the foregoing provisions or any undertakings given in additional thereto or in substitution the pursuant to the Trust Deed and references herein, and in the Trust Deed, to interest shall, where the context requires, include Arrears of Interest.

10. Prescription

Notes and Coupons (which, for this purpose, shall not include Talons) will become void unless presented for payment within a period of 10 years in the firstile Tachs) Will become void unless presented for Date relating thereto.

11.

The Trust Deed contains provisions for convening meetings of Noteholders any matter affecting their interests including the modification by Extraordinary Resolutions or other affecting their

The quorum at any such meeting an Extraordinary Resolution will be one or more persons holding or representing a clear magazing at Extraordinary Resolution will be one or more persons holding on
representing a clear majority in principal amount of the Notes for the time such meeting one or more persons holding Notes or voting certificates or being proxies whatever the principal amount of the Notes so held or represented, except any meeting the business of which includes consideration of proposals, inter alia, (i) to modify the dates on which interest (including Arrears of Interest) is payable in respect of the Notes or the circumstances in which the payment of interest (including Arrears of Interest) may be deferred, (ii) to reduce or cancel the principal amount of or interest (including Arrears of Interest) on, or to vary the method of calculating the rate of interest in accordance with Condition 4 on, the Notes, (ii) to reduce the Initial Interest Rate, (iv) to change any Reset Date, (v) to change the currency of payments on the Notes, (vi) to modify the provisions of Condition 2 or (vii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution, in which case, the necessary quorum will be one or more persons holding or representing not less than two-thirds, or at any adjourned such meeting not less than one-third, in principal amount of the time being outstanding. A resolution in writing signed by one or more Noteholders holding or representing not less than 75 per cent. in principal amount of the Notes for the time being outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of the Noteholders duly convened and held in accordance with the provisions contained in the Trust Deed.

An Extraordinary Resolution passed at any meeting of Noteholders will be binding on all Noteholders, whether or not they are present at the meeting and on all Couponholders.

The Trustee may agree (subject to the Trust Deed), without the consent of the Noteholders, to any modification (except as set out above in relation to the higher quorum requirements at any meeting of Noteholders) of, or to any waiver or authorisation of any breach of, any of these Conditions or any other provisions of the Trust Deed or the Paying Agency Agreement which, in the Trustee, is not materially prejudicial to the interests of the Noteholders or to any modification which, in the opinion of the Trustee, is of a formal, minor or technical nature or to correct a manifest error. No modification to these Conditions or any other provisions of the Trust Deed (other than a modification which is of a formal, minor or technical nature or to correct a manifest error) shall become effective unless the Issuer shall have given at least one month's prior written notice to, and received no objection from, the FSA (or such shorter as the FSA may accept and so long as there is a requirement to give such notice).

The Trustee, if it is satisfied that so to do would not be materially prejudicial to the interests of the Noteholders or Couponholders, may agree with the Issuer, without the consent of the Noteholders or Couponholders, to the substitution on a subordinated basis equivalent to that referred to in Condition 2 of any persons incorporated in any country in the world (other than the United States) (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, the Notes and the Coupons provided that:

(i) manner satisfactory to the Trustee, agreeing to be bound by the Trust Deed, the Notes, the Coupons and the Talons, if any, 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, the Coupons and the Talons, if any, as the principal debtor in place of the Issuer (or of any previous Substitute Obligor, as the case may be);
(ii) under the Trust Deed, the Notes, the Coupons and the Talons are guaranteed by the Issuer's successor in business) on a subordinated basis equivalent to that referred to in Condition 2 and in the Trust Deed and in a form and manner satisfactory to the Trustee;
(iii) if the directors of the Substitute Obligor or other officers acceptable to the Trustee shall certify that the Substitute Obligor is solvent at the time at which the said substitution is proposed to be effected, 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 is satisfied that the said substitution is not materially prejudicial to the interests of the Noteholders;
(v) the consent of the Noteholders, if any, to a change in the law governing the Trust Deed and/or the Notes and/or the Coupons and/or the Talons, if any, provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Noteholders;
(vi) if the Substitute Obligor is, or becomes, subject generally to the taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the "Substituted Territory") other than the territory of

the taxing jurisdiction of which (or to any such authority of or in which) the Issuer is subject generally (the "Issuer's Territory"), the Substitute Obligor will (unless the Trustee otherwise agrees) give to the Trustee an undertaking satisfactory to the Trustee in tems corresponding to Condition 9 with the substitution for the references in that Condition to the Issuer's Territory of references to the Substituted Torritory whereupon the Trust Deed, the Notes, the Coupons and the Talons, if any, will be read accordingly; and

(vii) ) 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 and in connection with the exercise of its functions, 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 or Couponholders resulting from in paticular 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 afresaid, no Noteholder or Couponholder shall be entitled to claim, whether from the Issuer, the Substitute Obligor or the Trustee or any other person, and individe or payment in respect of any tax consequence of any such substitution or any such exercise in individual Noteholders or Couponholders except to the extent already provided in Condition 9 and/or underlation therefor of Couponiously of Couponions Trust Deed.

Any such modification, waver, authorisation or substitution shall be binding on all Noteholders and all Couponholders in econdence with Continential, any such modification or substitution shall be notified to the Noteholders in accordance with Condition 14 as soon as practicable thereafter.

12. Replacement of the Notes, Coupons and Talons

Should any Note, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed it may be replaced at the specified office of the Pincipal Paying Agent (or any other place of which notice shall have been given in accordance with Condition 14) upon payment by the claimant of the expenses incurred in connection therewith and on such terms as to evidence and independent of the expenses metiled in connection therewith Coupons or Talons must be surrendered before any replacement Notes, Coupons or Talons will be issued.

Indemnification of the Trustee 13.

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking any action unless indemnified to its satisfaction. The Trustee is entitled to enter into business transactions with the Issuer, any of its Subsidiaries or any other person associated with the Issuer without accounting for any profit resulting therefrom.

14. Notices

All notices regarding the Notes will be valid if published in one leading London daily newspaper (which is expected to be the Financial Times) or fit his is not practicable in the Trustee (which is is is is is is in one other leading English language daily newspaper which is approved by the Trustee, with circulation in Europe. In one other leading published in a newspaper as aforesaid to have been given on the date of such publication in the cated of such publication or, it published more than once, on the date of the first such given in the date of such publication is not practication or, if newspaper as aforesaid, notice wild if given in such other manner, and shall be deemed to have been given given on such date, as the Trustee shall approve.

15. Further Issues

The Issuer is at liberty from time (but subject always to the terms and conditions of the Trust Deed) without the consent of the Noteholders or the Couponiolders to create and issue further bonds, notes or debentures (whether in bearer or registered form) either (a) ranking pari passu in all respects (or in all respects are for the first payment of interest therem) and so that the same shall be consolidated and for the single series with the outstanding bonds, notes or debentures of any series (including the Notes) constituted by the Trust Deed or any supplemental deed or (b) upon such terms as to ranking the Notest, consinuted by the Trust Deed or any Issuer may determine at the time of their ssue. Any further bonds, notes or debentures which are to form a single series with the outstanding boods, notes of any series (including the Notes) constituted by the Notes) constituted by the Trust Deed or any supplemental development of any sches (including the Notes or debentures may (with the consent of the Trustee), be constituted by a deed supplemental to the Trust Deed.

16. Contracts (Rights of Third Parties) Act 1999

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

17. Governing Law

The Trust Deed, the Notes, the Coupons and the Talons are governed by, and shall be construed in accordance with, English law.

TERMS AND CONDITIONS OF THE EURO UNDATED NOTES

The following are the terms and conditions of the Euro Undated Notes substantially in the form in which they will appear on the Euro Undated Notes in definitive form.

The E500,000,000 5.70 per cent. Fixed/Floating Rate Perpetual Subordinated Notes (the "Notes", which expression shall in these Conditions, unless the context otherwise requires, include any further notes issued pursuant to Condition 15 and forming a single series with the Notes) of Aviva plc (the "Issuer") are constituted by a trust deed (the "Trust Deed") dated 29 September 2003 between the Issuer and The Law Debenture Trust Corporation p.l.c. (the "Trustee", which expression shall include all persons for the time being the trustee or trustees under the Trust Deed) as trustee for the Notes (the "Noteholders"). The issue of the Notes was authorised pursuant to resolutions of the Board of Directors of the Issuer passed on 20 June 2003 and resolutions of a duly authorised committee of the Board of Directors passed on 9 September 2003. The statements in these Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed. Copies of the Trust Deed and the paying agency agreement (the "Paying Agency Agreement") dated 29 September 2003 made between the Issuer, HSBC Bank plc as principal paying agent (the "Principal Paying Agent", which expression shall include any successor thereto) and the other paying agents named therein (together with the Principal Paying Agent, the "Paying Agents"), HSBC Bank plc as agent bank (the "Agent Bank", which expression shall include any successor thereto) and the Trustee are available for inspection during normal business hours by the Noteholders and the holders of the interest coupons") and talons for further Coupons (the "Talons") appertaining to Notes in definitive form (the "Couponholders") at the registered office of the Trustee, being at the date hereof at Fifth Floor, 100 Wood Street, London EC2V 7EX and at the specified office of each of the Paying Agents. The Noteholders and the Couponholders are entitled to the benefit of, and are bound by, all the provisions of the Trust Deed, and are deemed to have notice of all the provisions of the Paying Agency Agreement applicable to them.

1. Form, Denomination and Transfer

Form and Denomination (a)

The Notes are in bearer form in the denominations of €10,000, serially numbered. Notes of one denomination may not be exchanged for Notes of the other denomination.

(b) Global Notes

The Notes are initially represented by a temporary global note (the "Temporary Global Note") in bearer form, without Coupons or Talons attached, in the principal amount of €500,000,000 deposited with a common depositary (the "Common Depositary") for Euroclear Bank S.A./N.V., as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") on 29 September 2003. Not earlier than 10 November 2003, the Temporary Global Note is exchangeable for a further global note in bearer form, without Coupons or Talons arrached, in the principal amount of up to £500,000,000 (the "Permanent Global Note"). Exchanges of interests in the Temporary Global Note for interests in the Permanent Global Note will be effected only upon certification as to non-U.S. beneficial ownership. A beneficial owner must exchange his interest in the Temporary Global Note for an interest in the Permanent Global Note before payments of principal or interest on the Notes can be collected. The Temporary Global Note and the Permanent Global Note are together referred to as the "Global Notes". The Permanent Global Note will only be exchangeable for definitive Notes in certain limited circumstances described in paragraph (e) below. Title to each Global Note will roass by delivery (without prejudice to paragraphs (c) and (d) of this Condition 1). The Issuer, the Paying Agents and the Trustee may (to the fullest extent permitted by applicable laws but without prejudice to paragraph (d) of this Condition 1) deem and treat the bearer of a Global Note as the absolute owner for al punghaps (whether or not such Global Note shall be overdue and notwithstanding any notice of ownership or writing on such Global Note or any notice of previous loss or theft of such Global Note).

Transfers (c)

For so long as the Notes are represented by a Global Note, such Notes will be transferable in accordance with the rules and procedures for the time being of Euroclear or Clearstream, Luxembourg, as appropriate. Title to the definitive Notes issued in the limited circumstances described in paragraph (e) of this Condition 1 and the Coupons and Talons will pass by delivery.

(d) Title

For so long as the Notes are represented by a Global Note, each person who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular principal amount of Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxerobov eg as to the principal amount of the Notes standing to the account of any person shall be conclusive and binding for all purposes) shall be treated by the Issuer, the Trustee, the Paying Agents and the bearer of the relevant Global Note as a holder of such principal amount of Notes (and the expression "Noteholder" and references to "holding of Notes" and to "holders of Notes" shall be construed accordingly for all purposes other than with respect to the payment of principal and interest on the Notes, the right to which shall be vested, as against the Issuer and the Trustee, solely in the bearer of the Permannt Global Note in accordance with and subject to its terms and the terms of the Trust Deed. Any reference herein to Eurocher and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system approved by the Trustee.

Definitive Notes (e)

If (i) any event described in paragraph (a) of Condition 8 occurs and is continuing, (ii) the Permanent Global Note is held on behalf of Euroclear or Clearstream, Luxembourg or such other clearing system as shall have been approved by the Trustee and such Clearing System is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announces are intention permanently to cease business and no alternative clearance system satisfactory to the Trustiale or (iii) the Trustee is satisfied that on the occasion of the next payment in respect of the Notes the Ilssuer or any Paying Agent would be required to make any deduction or withholding from any payment in respect of the Notes which would not be required were the Notes in definitive form, then the Issuer will at no ost to the Noteholders) issue definitive Notes, serially numbered, in the denominations of €10,000 and €100,000 each with Coupons and Talons attached on issue (in exchange for the entire Permanent Globo Note) within 45 days of the occurrence of the relevant event described in (i), (ii) or (ii) above.

2. Status and Subordination

(a) The Notes constitute direct, unsecured and (save as to subordination) unconditional obligations of the Issuer and rank, and will rank, pari passu without any preference among theonselves.
(b) The claims of the Noteholders against the Issuer in respect of payments pursuant to the Notes will, in the event of a winding-up of the Issuer, be subordinated in right of payment in the manner provided in the Trust Deed to the claims of all Senior Creditors (as defined in Condition 3) of the Issuer.
(c) Issuer and whether by way of guarantee, indemnity, other contractual support arrangement or otherwise and regardless of name or designation.
(d) Subject to applicable law, no Noteholder may exercise or claim any right of set-off in respect of any amount owed to it by the Issuer arising under or in connection with the Notes and each Notehood by shall, by virtue of being the holder of any Note, be deemed to have waived all such rights of set-off. Notwithstanding the preceding sentence, if any of the amounts owing to any Noteholder by the Isouer under or in connection with the Notes is discharged by set-off, such Noteholder by and immediately pay an amount equal to the amount of such discharge to the Issuer or, in the event of its winding-up, the liquidate of the Issuer and, until such time as payment is made, shall hold an amount equal to such anount in trust for the Issuer, or the liquidator of the Issuer, and accordingly any such discharge shall be deemed not to have taken place.
(e) (i) Issuer being solvent at the time for payment by the Issuer, and no amount shall be payable in respect of the Notes unless and until such time as the Issuer could make such payment and still be solvent immediately thereafter. For the purposes of this Condition 2(e)(i), the Issuer shall be solvent if (i) it is able to pay its debts owed to Senior Creditors as they fall due and (ii) its Assets exceed its Liabilities (other than its Liabilities to persons who are not Senior Creditors). A report as to the solvency of the Issuer by two directors of the Issuer shall, in the absence of manifest error, be treated and accepted by the Issuer, the Trustee, the Noteholders and all other interested parties as correct and sufficient evidence thereof. In a winding-up of the Issuer, the amount payable in respect of the Notes shall be determined in accordance with the provisions described below.

(ii) (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, the terms of which reconstruction or amalgamation or substitution (i) have previously been approved in writing by the Trustee or by an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders and (ii) do not provide that the Notes shall thereby become payable), there shall be payable on each Note (in lieu of any other payment, but subject as provided in this Condition 2) such amount, if any, as would have been payable to the holder thereof if, on the date prior to the commencement of the winding-up and thereafter, such Noteholder were the holder of a preference share in the capital of the Issuer having a preferential right to a return of assets in the winding-up over the holders of all issued shares for the time being in the capital of the Issuer on the assumption that such preference share was entitled to receive on a return of assets in such winding-up an amount equal to the principal amount of such Note, together with Arrears of Interest (as defined below), if any, and any interest (other than Arrears of Interest) which has accrued up to, but excluding, the date of repayment (as provided in the Trust Deed) in respect thereof.

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 Senior Creditors (as defined below) have been satisfied.

Definitions 3.

As used in these Conditions:

"Agent Bank" has the meaning given in the preamble to these Conditions;

"Arrears of Interest" has the meaning given in Condition 5(b);

"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 of the Issuer may determine;

"business day" has the meaning given in Condition 4(t) except in relation to Condition 7(d) where "business day" shall bear the meaning attributed to that term in Condition 7(d);

"Capital Disqualification Event" has the meaning given in Condition 6(d);

"Clearstream, Luxembourg" has the meaning given in Condition 1(b);

"Common Depositary" has the meaning given in Condition 1(b);

"Coupon Amounts" has the meaning given in Condition 4(e);

"Couponholders" has the meaning given in the preamble to these Conditions;

"Coupons" has the meaning given in the preamble to these Conditions;

"Debt Service" means, in respect of a Note, all payments of principal of and interest on such Note;

"Deferral Notice" has the meaning given in Condition 5(a);

"Directive" means Directive 98/78/EC of the European Union;

"EEA Regulated Subsidiary" means any entity engaged in the insurance business and regulated as such by a member state of the European Economic Area in which the Issuer, directly, holds 20 per cent. or more of the voting rights or capital;

"Euroclear" has the meaning given in Condition 1(b);

"European Economic Area or EEA" means the countries comprising the European Union together with Norway, Liechtenstein and Iceland;

"Euro-zone" means the region comprising member states of the European Union that adopt or have adopted the single currency in accordance with the Treaty;

"Fixed Interest Rate" has the meaning given in Condition 4(c);

"Fixed Rate Interest Period" means the period from (and including) the Issue Date to (but excluding) the Reset Date:

"Floating Rate of Interest" has the meaning given in Condition 4(d);

"IFSA" means the Financial Services Authority (or, if at any time the Financial Services Authority is not the relevant regulator, such other regulator as shall be the relevant regulator of insurance companies operating in the United Kingdom);

"IPRU (INS)" means the "Interim Prudential Sourcebook: Insurers" that forms part of the FSA or any equivalent rules or regulatory provisions from time to time replacing it or the rules therein;

"Interest Determination Date" means the second TARGET Business Day prior to the Reset Date and thereafter the second TARGET Business Day prior to the first day of each Interest Period commencing with the Interest Period beginning on the Interest Payment Date immediately following the Reset Date;

"Interest Payment Date" means 29 September in each year commencing 29 September 2004, up to and including the Reset Date and thereafter, subject as provided in Condition 5, 29 December, 29 June and 29 September in each year;

"Interest Period" means the period commencing on (and including) the Issue Date and ending on (but excluding) the first Interest Payment Date and thereafter each successive period commencing on (and including) an Interest Payment Date and ending on (but excluding) the next following Interest Payment Date;

"Issue Date" means 29 September 2003;

"Issuer's Territory" has the meaning given in Condition 11(vi);

"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 mamer as the directors of the Issuer may determine;

"Make Whole Premium" means the excess, if any, of (i) the present value of the future Debt Service on the Note (assuming for this purpose that the Notes are to be redeemed at their principal amount on the Reset Date) discounted at 0.75 per cent. above the then current yield on the 3.75 per cent. German Bundesobligationen due July 2013 (or, if such security is no longer in issue, such other German Bundesobligationen in issue on or about the Reference Date as the Agent Bank may, with the advice of Reference Euro Market Makers, determine to be appropriate by way of substitution for the 3.75 per cent. German Bundesobligationen due July 2013) over (i) the outstanding principal amount of such Note;

"Margin" means 2.35 per cent .;

"Noteholders" has the meaning given in the preamble to these Conditions;

"Notes" has the meaning given in the preamble to these Conditions;

"Optional Interest Payment Date" means any Interest Payment Date where:

(a) a Regulatory Intervention has occurred prior to such Interest Payment Date and is continuing on (i) such Interest Payment Date or is reasonably likely to occur as a result of making the payments due on such Interest Payment Date; and
- (b) no interest payments have been made on any junior or pari passu ranking securities of the Issuer (other than the Notes) and no dividend or other distribution has been irrevocably declared on any class of the Issuer's share capital since the date of the commencement of that Regulatory Intervention; or
(ii) no interest payments have been made on any junior or pari passu ranking securities of the Issuer (other than the Notes) during the financial year of the Issuer in which such Interest Payment Date falls, and no dividend or other distribution on any class of the Issuer's share capital was irrevocably declared at or since the annual general meeting of shareholders immediately prior to that Interest Payment Date;

"Paying Agency Agreement" has the meaning given in the preamble to these Conditions;

"Paying Agents" has the meaning given in the preamble to these Conditions;

"Permanent Global Note" has the meaning given in Condition 1(b);

"Principal Paying Agent" has the meaning given in the preamble to these Conditions;

"Reference Banks" means four major banks in the Euro-zone interbank market as selected by the Agent Bank;

"Reference Date" means the date which is three dealing days prior to the date fixed for redemption by the Issuer referred to in Condition 6(d);

"Reference Euro Market Makers" means three brokers of European government bonds "Reference Buro Market Makers" means this purpose by the Trustee or such other three persons operating in selected by the Agent bank and apploved for als parpose of the Agent Bank in consultation with the Issuer and approved for this purpose by the Trustee;

approvention" means (a) with respect to the Issuer, a request from any Relevant Supervisory "Regulatory Intervention "hicals (a) "Mill respect on the solved are level of the Issue, (0) in Authority to resort of improve ally applicable survisions of the EEA Regulated Subsidiary by its respect of any of the Issuer sither its applicable minimum solversy margins or capital adequacy Relevant Supervisory Authority to resort Chilerity that such Relevant Supervisory Authority has levels or the HSA is nothed by a Relevant Subsidiary, or (c) if, on any date on which a payment in made such request to the applicatie LLA Kegulated Subsidiaries has failed (or is reasonably respect of the Notes is due, the Issuer of ally one of the East Regarder minimal of notional solvensy magins of likely to so tall immediately after such payment) to mechnis of the Issuer or, as the case may be, that capital adequacy revels as at the date of the field were most recently tested for regulator EEA Regulated Subsidiary of, II faler, the date such payment is or otherwise would be, the selected purposes or, if later, any date falling of of prior to the case may be, that EBA Regulated by the Board of Difectors (or other management body) of the courts and as in the case of (a) of (b).
Subsidiary. A Regulatory Intervention shall be deemed to be continued on Subsidiary. A Regulatory mierventon shart to be beathers resorced or improved to the saisfaction of the the relevant Supervisory Authority or the request is otherwise with a statessed to the saistaction of the the Relevant Supervisory Authority of the request is other weaks the Issuer or relevant EBA Regulated Relevant Supervisory Authority of, in the Case on (c), the may margins or, as the case may be, Subsidiary, as applicable, meets is applicable iniminan of notestial of the Board of Directors (or other management body) thereof;

r Relevant Date" means, in respect of any payment on the Notes, the date on which such payment first becomes "Relevant Date" means, in respect of ally payinical on the Principal Paying Agent of the money having heen on due but, if the full anount of the more of the full anount of the full annount of the money having been so Trustee on or before the due date, it means the date on which, the fassess on the Issuer in accordance with Condition 14;

"Relevant Rules" has the meaning given in Condition 6(d);

"Relevant Supervisory Authority" means any regulator having jurisdiction over the Issuer or any of the EEA Regulated Subsidiaries;

"Reset Date" means 29 September 2015;

"Resumption Date" has the meaning given in Condition 5(b);

"Senior Creditors" means all creditors of the Issuer who are (i) unsubordinated creditors of the Issuer of (ii) "Senior Creditors" means an creditors of the Issuer who are expressed to rank pari passu with or junior to the claims of the Noteholders;

"Special Redemption Price" means, in respect of each Note, a price equal to the sum of (a) the principal amount of such Note and (b) the Make Whole Premium;

"Substitute Obligor" has the meaning given in Condition 11;

"Substituted Territory" has the meaning given in Condition 11;

"TARGET Business Day" means a day on which the TARGET System is operating;

"TARGET System" means the Trans European Real Time Gross Settlement Express Transfer (TARGET) System;

"Tax Event" has the meaning given in Condition 6(b);

"Temporary Global Note" has the meaning given in Condition 1(b);

"Treaty" means the Treaty establishing the European Communities (signed in Rome on 25 March 1957), as amended;

"Trust Deed" has the meaning given in the preamble to these Conditions; and

"Trustee" has the meaning given in the preamble to these Conditions.

Interest এ.

Rate of Interest (a)

The Notes bear interest from the Issue Date in accordance with the provisions of this Condition 4.

Subject to Conditions 2 and 5, during the Fixed Rate Interest shall be payable on the Notes Subject to Conditions 2 and 3, during the Fixed Rate Interest Period, and thereat interest interest annually in arrear on each mierest Payment Date in the Interest Payment Date, in each case as provided shall be payable on the Notes quarterly in areal on fineres Pay.nate would otherwise fall on a day
in this Condition 4. If any Interest Payment Date falling after the annual in this Condition 4. If any micrest Paylient Date Italy which is a TARGET Business
which is not a TARGET Business Day it shall be postponed in the beatly which is a prought f which is not a TARGET Business Day It shart of posiponed to the home and it shall be brought forward to the immediately preceding TARGET Business Day.

the minister of the more of interest in respect of any Note during the Fixed Rate Interest of Where it is necessary to complete Interest Period, such interest shall be calculated on the basis of Period for a period of less man a complete mises, a the most recent Interest Payment Date (or, it the actual number of days in the period from (are not may ment date divided by the actual mumber of days in none, the Issue Date) to (out excluding) the recent Interest Payment Date (or, if none, the Issue Date) to (but the period from (or first) scheduled Interest Payment Date.

Interest shall accrue on the Notes in respect of all Interest Periods (and any other period in respect of which Interest shall accrue on the Notes in the roces on an moros (120 mily 11 to 10 million in the basis of the actual number
interest may fall to be calculated) commencing on or of days elapsed in the relevant period divided by 360.

(b)

The Notes will cease to bear interest from (and including) the due date for redempt of the Notes is The Notes will cease to beat interest Iront (and metalling, anyment of principal in respect of the Notes is Condition 6(D), (C) or (d)) unless, upon ade prosentations of the to accue, and shall be payable, as
improperly withheld or refused, in which event interest shall continue to miproperty within sup to (but excluding) the Relevant Date.

(c) Fixed Rate of Interest

For the Fixed Rate Interest Period the Notes bear interest at the rate of 5.70 per cent. per annum (the "Fixed Interest Rate").

Floating Rate of Interest (d)

From (and including) the Reset Date, the Notes will bear interest at a floating rate of interest Period From (and including) the Resel Date, the Notes vin respect of each Interest of the following Rate of Interest ). The Froamig Nate of "Aftered" on the Pressent Bank on the basis of the following provisions:

per raised.
(i) On each merest Determination Date the rigent as at 11.00 a.m. (Central European time) on such a rate per annum) for unee-moniti edio deposited as at 11 love and cated as page "248" on the Moneyiine Interest Determination Date, as ulsplayed on the stiple of the purpose of displaying such Telerate Monitor (of such other page of pagest for the Interest Period immediately succeeding the information). The Floading Rate of Incress for the meet by the Agent Bank plus the Margin.
(ii) If such offered fall does not so appeal, or in the Reference Banks to provide the Agent on such date, request the principal Luto-Zone of Inter-Zone inter for the Parket for three-month Bank with its offered quolation to leading outs in the interest Determination Date in
euro deposits as at 11.00 a.m. (Central European time) on the Antonet Banks with exab, o question. If at least two of the Reference Banks provide the Agent Bank with succeeding the relevent quotations, the Floating Rate of Interest for the Interest Period immediately succeeding the relevant Interest Determination Date shall be the rate determined by the Agent Bank to be the arthmetic Interest Determination Date Sharto the nearest one hundred thousandth of a percentage point mean (rounded upwards if necessary to the new ever are are are are a motations plus the Margin.
(ii) If on any Interest Determination Date to which the provisions of Sub-paragraph (ii) above apply, one If on any mierest Determination Date to Willen also provides with such a quotation, the Floating only of the Reference Baliks provides and right business and therest Determination Date

shall be the rate which the Agent Bank determines to be the aggregate of the Margin and the arithmetic mean (rounded upwards, if necessary, to the nearest one hundred thousandth of a percentage point (0.000005 per cent. being rounded upwards)) of the euro lending rates which leading banks in the Euro-zone selected by the Agent Bank are quoting, on the relevant Interest Determination Date, to leading European banks for a period of three months, except that, if the banks so selected by the Agent Bank are not quoting as mentioned above, the Floating Rate of Interest for such Interest Period shall be either (1) the Floating Rate of Interest in effect for the last preceding Interest Period to which one of the preceding sub-paragraphs of this Condition 4(d) shall have applied or (2) if none, 5.70 per cent. per annum.

(e)

The Agent Bank will, as soon as practicable after 11.00 a.m. (Central European time) on each Interest Determination Date, determine the Floating Rate of Interest in respect of the relevant Interest Period and calculate the amount of interest payable in respect of a Note of each denomination on the Interest Payment Date for the relevant Interest Period (the "Coupon Amounts") by applying the Floating Rate of Interest for such Interest Period to the principal amount of a Note of each denomination, multiplying such sum by the actual number of days in the Interest Period concerned divided by 360 and, if necessary, rounding the resultant figure to the nearest €0.01 (€0.005 being rounded upwards).

(f) Publication of Floating Rate of Interest and Coupon Amounts

The Issuer shall cause notice of the Floating Rate of Interest determined in accordance with this Condition 4 in respect of each relevant Interest Period and of the Coupon Amounts and the relevant Interest Payment Date to be given to the Trustee, the Paying Agents, any stock exchange or other relevant authority on which the Notes are for the time being listed or admitted to trading and, in accordance with Condition 14, the Noteholders as soon as practicable after its determination but in any event not later than the fourth business day thereafter. As used in this paragraph (f), "business day" means a day (not being a Saturday or Sunday) on which banks are open for business in London.

The Coupon Amounts and the Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice in the event of any extension or shortening of the relevant Interest Period or in the event of proven or manifest error.

(g) Determination or Calculation by Trustee

The Trustee shall, if the Agent Bank does not at any relevant time for any reason determine the Floating Rate of Interest on the Notes in accordance with this Condition 4, determine the Floating Rate of Interest in respect of the relevant Interest Period at such rate as, in its absolute discretion (having such regard as it shall think fit to the procedure described in this Condition 4), it shall deem fair and reasonable in all the circumstances and such determination shall be deemed to be a determination thereof by the Agent Bank.

Agent Bank (h)

So long as any Notes remain outstanding the Issuer will maintain an Agent Bank. The name of the initial Agent Bank and its initial specified office is set out at the end of these Conditions.

The Issuer may, with the prior written approval of the Trustee, from time to time replace the Agent Bank with another leading investment, merchant or commercial bank in London. If the Agent Bank is unable or unwilling to continue to act as the Agent Bank or (without prejudice to paragraph (g) above) fails duly to determine the Floating Rate of Interest in respect of any Interest Period as provided in paragraph (d) above, the Issuer shall forthwith appoint another leading investment or commercial bank in London approved in writing by the Trustee to act as such in its place. The Agent Bank may not resign its duties or be removed without a successor having been appointed as aforesaid.

(i)

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 4 whether by the Agent Bank or the Trustee, shall (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer, the Agent Bank, the Trustee, the Paying Agents and all Noteholders and (in the absence as aforesaid) no liability to the Noteholders or the Issuer shall attach to the Agent Bank or the Trustee in connection with the exercise or non-exercise by them of their powers, duties and discretions.

Deferral of Payments ഗ്

Optional Deferral of Interest (a)

Optional Deferent to the payable on such date.

payable of satisfally.
The deferral of any interest payment on any Optional Interest Payment Date in accordance with Thistee any The deferral of any interest payment on ally Optinar microst re Truste any Condition 5(a) will not constitute a default by the Trustee and the Notecholders as soon a practicable right to accelerate the Notes. The Issuer shall hours therest Promett Date in respect of which (and in any event within 10 business asys) and therwise due on that date and the grounds upon which payment is deferred of the amount of stuck bayment outser may defer paying interest on each
such deferral has been made (the "Deferral Notice"). The Issues may defer pay in f such deferral has been made (the "Deferral Notice")." In 2012-11-11"
Optional Interest Payment Date until the date on which the Notes are redeemed in full.

(b)

Arreal's of "Airer 20."
Any interest in respect of the Interest Payment Date, in each case by virtue of Condition 5(a), Any interest in respect of the Notes not parties in and case by virtue of Condition S(a).
in respect thereof not paid on any earlier Interest Payment Date, in verse of Condit in respect thereof not paid on any earlier interest of Interest". Any Arrears of Interst and shall, so long as the same remains unpaid, constitute arreals of with Condition S(a), will, subject to
any other amount, payment of which is developed with Condition 5(a), wi any other amount, payment of which is delement in accondite of any prine with of any prine writer notice.
Condition 2, automatically become immediately due and province (the Condition 2, automatically become immediately due and payable (the following (the "Resumption Date"):
to, or absence of objection from, the FSA) upon the earliest of the foll

to, or absence or which the Issuer declares a dividend or other distribution or payment on any class of its the date on which the Issuer declares a urricons or cass and can
share capital or pays interest on any other junior or pari passu ranking securities;
share capital to projection the Trustee that no Regulatory Intervention that has occurred.
(ii) the date on which the Issues in Japan is otherwise entitled to defer at s the date on which the Issuer notifes the Trustee that no research and the arrant of the by virtue of Condition 5(a);
virtue or other on which the Issuer commences and does not abon a public offer to redem, purchase on the date on which the Issuel commences and dees not assubted in the more in the securities;
or acquire any of its ordinary shares or other junior or pari passu ranking securi
of the date on which an order is made or a resolution is passed for the winding eup of the Issuer (other the date on which an order is made of a resording is passered in Trustee or by an Extraordinary
than a winding-up which has been approved in writing by the Trustee or by and that a wilding-up which has over of the Noteholders); and
Resolution (as common or purchase of Notes by or on behalf of the Issuer pursuant to Condition 6 or Condition 8(a).

No Default (c)

No Delault
Notwithstanding any other provision in these Conditions or the Trust Deed, any payment which for the Notwithstanding any other provision in these Coludions of the adefault for any purpose (including,
time being is not made by virtue of Condition School of the responsibility time being is not made by virtue of Condition 3(a) similar a common and property of Interest and any other amount,
but without limitation, Condition 8(a)) on the part of the but without inimation, Condicion o(a), on an I r
payment of which is so deferred, shall not themselves bear interest.

Redemption and Purchase 6.

No Fixed Maturity (a)

No Pixed new no fixed redemable only in accordance with the following at least six months' prio The Notes have no fixed recemption and and and reasy and and one to giving the ast iss months prior provisions of this Condition of Or Condition o(a) such shorter period of notice as the FSA
written notice to, and receiving no objection from, the FSA (or such shorter period written notice to, and receiving no object is required to be given).

(b) Redemption for taxation reasons

Kedemption for maint.
If the Issuer saisfies the Trustee at any time immediately before the giving of the notice referred to below that either:

that enner.
(i) on the occasion of the next payments of referred to in Condition 9; or

(ii) on the next Interest Payment Date the payment of interest in respect of the Notes would be treated, for reasons outside the control of the Issuer and any affiliate of the Issuer, as a "distribution" within the meaning of the Income and Corporation Taxes Act 1988 (as amended, re-enacted or replaced),

(each such event, a "Tax Event") the Issuer may, at its option, having given at least six months' prior (cattl such oven), a - eeeived no objection from, the FSA (or such shorter period of notice as the FSA may winted not so long as such notice is required to be given) and having given not less than 30 nor more than accopt and or the Noteholders in accordance with Condition 14 (which notice shall be irrevocable), 00 bays fielder to Condition 2) all, but not some only, of the Notes, at their principal amount together with interest accrued to, but excluding, the date of redemption and all Arrears of Interest at any time prior to the Reset Date and thereafter only on an Interest Payment Date.

(c) Redemption at the Option of the Issuer

Unless the Issuer shall have given notice to redeem the Notes under Condition 6(b), on or prior to the expiration of the notice referred to in (iii) below, the Issuer may at its option, redeem (subject to Condition 2) all, but not some only, of the Notes on the Reset Date or any Interest Payment Date thereafter at their 2) an; our not other with interest accrued to (but excluding) the date of redemption and all Arrears of Interest. In order to exercise its option, the Issuer must first have:

(i) given at least six months' prior written notice to, and received no objection from, the FSA (or such shorter period of notice as the FSA may accept and so long as such notice is required to be given); and
(ii) given not less than 30 nor more than 60 days' notice to the Trustee and to the Noteholders in accordance with Condition 14 (which notice shall be irrevocable).

(d)

If the Issuer satisfies the Trustee immediately prior to the giving of the notice referred to below that a Capital Disqualification Event has occurred, the Issuer may, at its option, having given at least six months' Capital Disqualification Dreams overs objection from, the FSA (or such shorter period of notice as the FSA may accept and so long as such notice is required to be given) and having given on less than 30 not I OA may accopy and of the Trustee and to the Noteholders in accordance with Condition 14 (which motice shall be irrevocable), redeem (subject to Condition 2) at any time prior to the Reset Date and thereafter only on an Interest Payment Date all, but not some only, of the Notes at their Special Redemption mercurer only on an interest a falls on or before the Reset Date and at their principal amount if the date of I nee if the care of recemptate in each case with interest accrued to, but excluding, the date of redemption and all Arrears of Interest.

A "Capital Disqualification Event" is deemed to have occurred if solvency calculations in respect of the Issuer are required by any Relevant Supervisory Authority, without limitation, pursuant to the Directive or any legislation, rules or regulations (whether having the force of law or otherwise) in any state Directive of any regionating the Directive including the IPRU (INS) (the "Relevant Rules") and:

(i) time, the Notes would not be capable of counting as cover for the minimum or notional margin of solvency required of the Issuer under the Directive or the Relevant Rules; or
(ii) as a result of any change to the Directive or the Relevant Rules or the application or official interpretation thereof any Notes would not be capable of counting as cover for the minimum or notional margin of solvency of the Issuer under the Directive or the Relevant Rules.

Purchases (e)

The Issuer or any of its Subsidiaries (as defined in the Trust Deed) for the time being may, having given rior written notice to, and received no objection from, the FSA (so long as such notice is required to be given) and at any time, purchase (subject to Condition 2) Notes in any manner and at any price. In each given and artify and parenty, with all unmatured Coupons and Talons (if any) appertaining thereto. If purchases are made by tender, tenders must be available to all Noteholders alike.

Cancellation (f)

All Notes redeemed will be cancelled forthwith and such Notes may not be resolt. Notes All Notes redeemed will be cancelled forthwith and such Notes may as a cordingly may not be held, reissued or resold.

7. Payments

Method of Payment (a)

Payments of principal and interest in respect of the Notes will be made against presentation and surences Payments of principal and merest of interest due on an Interest Payment Date or a Resumption Date, of Notes or in the case of payments of micres tute specifice of any of the Paying Agens. Such against surrender of the relevant Coupuls at the option of the holder by envo cheque drawn payments will be made (subject to paragian) (0) betw), at the vith. A bank in a city in which bats have
on, or by transfer to a euro account maintained by the host the ond re on, or by transfer to a euro account maintained of the nextsscal or other laws and regulations applicable
access to the TARGET System, subject in all cases to any fiscal or o access to the TARGET byotent, out prejudice to the provisions of Condition 9.

(b) Effect of Redemption on unmatured Coupons

Upon the due date for redemption of any unexchanged Talon relating to such Note (when or Upon the due date for redemption of ally Note, any interest of such Talon and unmatured not attached) shall become vold and no Coupon shart or convers of Interest) relating to such Note Coupons (other than Coupons in respect of which and on payment shall be made in respect of them. Where (whether or not allaciled) shall also become vold and any unexchanged Talon relaing
any Note is presented for redemption without all unmatured the Joseph may seguire any Note is presented for redemption whited on unituatives of such indemnity as the Issuer may require.

Surrender of Talons (c)

On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in respect in On or after the Interest Payment Date Tour Coupon sheet may be surrendered at the specified office of the of any Note, the Talon Torning part of Such Coapon in London in exchange for a further Principal Paymig Agent of at the Specifica of the Payment of Coupons that may have become void pursuant to Condition 10).

Payment on business days (d)

If the date for payment of any amount in respect of any Note or Coupon or any later date on which any If the date for payment of ally announcil is not all my place of payment a business day, then the holder Note or Colpon's presented to payment at that place of payment of the amount payable unili the next following business day at that place of payment and shall not be mithed to any further interest or other following business day al that place of payment and shart new best any any day (not being and payment in respect of any such delay. In this Conciness in the relevant place of payment and which is a TARGET Business Day.

Paying Agents (e)

The names of the initial Paying Agents and their initial specified offices are set out below. The Issuer The names of the millial Paylig Agens and the Truste, such approval not to be unreasonably wither a reserves the right, subject to the applivation of any Paying Agent and to appoint additional other at any time to vary of terminate the appointinent of tall seems avoney a specified office in
Paying Agents provided that it will (i) at all times maintain a Paying Agent purp Paying Agenis provided that It will (1) at all thiss manness and one pursuant to Condition 9 London and (11) insular as the Issuer would on other the United Kingdom but for upon presentation of the Note of Coupon, as the other as specified office in a major city in a major city in a the application of Condition 9117), mainain a Payling Tigen that will not be obliged of the FCOFIN Member State of the European Union Directive insplementing the conclusions of the ECOFINE or deduct tax pursuall to any European Onlon Directre improved by the Trustee, PROVIDED THAT Council meeting of 20-27 November 2006 alle with a Paying Agent with a specified office in under no circumsiances shall the issuel be obtinged to the European Union other than the United such a Member State unless at least with a specified office in that Member State to so withbold or deduct tax.

(1) Notice

Notice of any such termination or appointment and of any change in the specified offices of the Paying Agents will be given to the Noteholders in accordance with Condition 14.

Definitive Notes (g)

If definitive Notes are required to be issued, the amount of interest in respect of such Notes will be calculated by reference to the aggregate principal amount of Notes presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest €0.01.

Events of Default and Enforcement 8.

Events of Default (a)

(i) the payment of any interest due in respect of the Notes or any of them; or
(ii) an order is made or a resolution is passed for the winding-up of the Issuer (other than a winding-up which has been approved in writing by the Trustee or by an Extraordinary Resolution of the Noteholders).

For the purposes of this Condition 8(a), a payment shall be deemed to be due even if the condition set out in Condition 2(e)(i) is not satisfied with respect to the Issuer.

(b) Proceedings for Winding-up

If the Notes become due and repayable (whether pursuant to paragraph (a) above or Condition 6) and are not id when so due and repayable, the Trustee may at its discretion institute proceedings for the windingup of the Issuer, provided, however, that the Trustee may only institute proceedings for the winding-up of the Issuer on or after the date two years and one day after the failure by the Issuer to make payment as described in this paragraph (b), but may take no further or other action to enforce the obligations of the Issuer for payment of any principal or interest (including Arrears of Interest, if any) in respect of the Notes. No payment in respect of the Notes may be made by the Issuer pursuant to paragraph (a) above, nor will the Trustee accept the same, otherwise than during or after a winding-up of the Issuer, unless the Issuer has given prior written notice to, and received no objection from, the FSA.

Enforcement (c)

Without prejudice to paragraph (a) or (b) above, 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, the Notes or the Coupons (other than any obligation provided that any principal or interest in respect of the Notes or the Coupons) provided that the Issuer for the payment of the institution of any such proceedings be obliged to pay any sum or sums sooner than the same would otherwise have been payable by it.

Entitlement of the Trustee (d)

The Trustee shall not be bound to take any of the actions referred to in paragraph (a), (b) or (c) above to enforce the obligations of the Issuer under the Trust Deed, the Notes or the Coupons 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 to its satisfaction.

(e)

No Noteholder or Couponholder shall be entitled to proceed directly against the Issuer or to prove in the winding-up of the Issuer unless the Trustee, having become so bound to proceed or being able to prove in such winding-up, fails to do so within a reasonable period and failure shall be continuing, in which such winding-up, fails to do so within a reasonable such the Issuer as those which the case the Noteholder or Couponholder shall have only Noteholder or Couponholder shall be
Trustee is entiled to exercise. Any such proceedings or Couponholer indemark Trustee is entitled to exercise. Any such proceedings brought of any Noteholder indemnitying the Trustee to its satisfaction.

Extent of Noteholders' remedy (f)

Extent of Notenoral of the other than as referred to in this Condition 8, shall be available to the Notes No remedy against the Issuer, other for the recovery of amounts owner in respect of the Notes
or the Noteholders or Couponholders, whether for the recovery of amounts on in or the Noteholders or Couponbolders, whener of the recovery of any of its other obligations under or in
or under the Trust Deed or in respect of any breach by the Issuer of a of ander and of the Notes or under the Trust Deed.

0 Taxation

All payments by the Issuer in respect of the Notes will be made without withbulding of or deduction for, or on All payments by the Issuer in respect of the Notes, assessments or governmental charges of whatsover nature
account of, any present or filled on seessed, by or on bhited King account of, any present or future taxs, duites, assessed, by or on behalf of the United Kingdom or any political imposed or levied, collected, witheren or thereof having power to tars class michter michted in and couction
subdivision thereof or by any authority thereof having power to t subdivision thereof or by any authority thereon of there is required by law. In the event the Suner will pay
of such taxes, duties, assessments or governmental, the net, acce of such taxes, duties, as may be necessary in order that the net amounts receivable by Notebolders or
such additional announts as may be necessary in order that would have be such additional amounts as may be necessary in order the amounts which would have been receivable in
Couponholders after such withholding of deduction shall equal the ansomme Couponholders after such withing or dediction ship intention within within within or deduction, except that
respect of the Notes of as the in and his in golds in goldent with respect of the Notes or, as the case may be, Coupons in the absence of submit and the on Coupon:
no such additional amounts shall be payable in relation to any payment with r

to, or to a third party on behalf of, a holder who (a) would be able to avoid such withbolding or deduction.
It in for to, or to a third party on behalf of a holder will be and to from residence or similar claim for (i) by satisfying any statutory requirements of by making assessments or governmental charges in
exemption but fails to do so, or (b) is liable its seesses sessessments or govern exemption but fails to do so, or (b) is nable it such taxes, darce, acosmection with the United Kingdom other
respect of such Note or Coupon by reason of his having some conn respoct of can of such Note or Coupon;
than a more nothing or deduction is imposed on a payment to an individual and is required to be made where such withbolding or deduction is imposed on a payment on order to conform to, European
pursuant to any law implementing on complimenting the conclusions of the ECOFIN C pursuant to any law implementing of complying with, or infoductions of the ECOFIN Council meeting of 26-27 November 2000;
mesented for payment by or on behalf of a Noteholder who would have been able to
r a counter and the first and desting the relevant Note or Coupon to another Paying Agent presented for payment by or on behalf of a Notenolder of a Coupon to another Paying Agent
avoid such withholding or deduction by presenting the relevant Note or Coupon to ano in a Member State of the European Union;
in a notential
(iv) where such Note or Coupon is presented for payment in the United Kingdom; or
where such Note or Gouple than 30 days after the relevant date except to the extent that the Noteholder on presented for payment more than 30 days and cate one one one one of the many on presenting the same for
Couponholder thereof would have been entitled to success on presenting (v) Couponnoider anst day of such period of 30 days.

References herein and in the Trust Deed to principal and/or interest shall be deemed to include any additional References herein and in the Thus Ded in principal and received in the more of the spiren in addition amounts which may becone payable pursuant to the Trust Deed and references herein, and in the Trust Deed, to
thereto or in substitution therefor pursuant to the Trust Deed an thereto of in substitution ulcroror parsuals. Include Arrears of Interest.

Prescription 10.

IV. - Frescription
Notes and Coupons (which to this purpose, shall not include Talons) will become void unless presented for Notes and Coupons (which, for this purpose, shall fiot include Thens.
payment within a period of 10 years in the case of Notes and five years in the Relevant Date relating thereto.

11.

II. The Trust Deed contains provisions for convening meetings of Notentially in and of the Trust Deed.

Trust Deed.
The quorum at any such meeting in the province the Notes for putstanding on at any adjourned The quorum at any such meeting for passing at Extraditaly Kesolution will of the form of the first of at any adjourned

such meeting one or more persons holding Notes or voting certificates or being proxies whatever the principal suen noomig one of the or meeting the business of which includes consideration of amount of the releases (i) to modify the dates on which interest (including Arrears of Interest) is payable in respect of the Notes or the circumstances in which the payment of interest (including Arrears of Interest) may be deferred, of the rotos of the Margin, to reduce or cancel the principal amount of or interest (including Arrears of Interest) on, (11) to vary the method of calculating the rate of interest in accordance with Condition 4 on, the Notes, (iii) I reales the Fixed Interest Rate, (iv) to change the Reset Date, (v) to change the currency of payments on the Notes, (vi) the rited intelest Rate, (17) to change are (vii) to modify the provisions concerning the quorum required at any to modify the provisions or "Centred to pass an Extraordinary Resolution, in which case, the necessary meching of Notences or more persons holding or representing not less than two-thirds, or at any adjourned such meeting not less than one-third, in principal amount of the Notes for the time being outstanding. A resolution in meeting not less than blievels holding or representing not less than 75 per cent. in principal amount withing signed of the time being outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of the Noteholders duly convened and held in accordance with the provisions contained in the Trust Deed.

An Extraordinary Resolution passed at any meeting of Noteholders will be binding on all Noteholders, whether or not they are present at the meeting and on all Couponholders.

The Trustee may agree (subject to the Trust Deed), without the consent of the Noteholders, to I he riasto may agos (except as set out above in relation to the higher quorum requirements at any meeting of any mouncenter (increased of authorisation of any breach or proposed breach of, any of these Conditions Holonolouds, or, or the Trust Deed or the Paying Agency Agency Agreement which, in the Opinion of the Trustee, or any other providicial to the interests of the Noteholders or to any modification which, in the opinion of the Trustee, is of a formal, minor or technical nature or to correct a manifest error. No modification to these Trases, 10 01 any other provisions of the Trust Deed (other than a modification which is of a formal, minor or Concultions of targer of to correct a manifest error) shall become effective unless the Issuer shall have given at least conmon installed of written notice to, and received no objection from, the FSA (or such shorter period of notice as the FSA may accept and so long as there is a requirement to give such notice).

The Trustee, if it is satisfied that so to do would not be materially prejudicial to the interests of the Noteholders The Hastor, I it's base are with the Issuer, without the consent of the Noteholders or Couponholders, to the substitution on a subordinated basis equivalent to that referred to in Condition 2 of any persons of persons substitution of a backenant of the world (other than the United States) (the "Substitute Obligor") in place of the Incorporated in any ovanie Jin ate Obligor under this Condition) as a new principal debtor under the Trust Deed, the Notes and the Coupons provided that:

(i) manner satisfactory to the Trustee, agreeing to be bound by the terms of the Trust Deed, the Notes, the Coupons and the Talons, if any, 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, the Coupons and the Talons, if any, as the principal debtor in place of the Issuer (or of any previous Substitute Obligor, as the case may be);
(ii) (ander the Trust Deed, the Notes, the Coupons and the Talons are guaranteed by the Issuer 's successor in business) on a subordinated basis equivalent to that referred to in Condition 2 and in the Trust Deed and in a form and manner satisfactory to the Trustee;
(iii) if the directors of the Substitute Obligor or other officers acceptable to the Trustee shall certify that the Substitute Obligor is solvent at the time at which the said substitution is proposed to be effected, 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 (iii) the Trustee is satisfied that the said substitution is not materially prejudicial to the interests of the Noteholders;
(v) the consent of the Noteholders or Couponholders, if any, to a change in the law governing the Trust Deed and/or the Notes and/or the Coupons and/or the Talons, if any, provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Noteholders;
(vi) if the Substitute Obligor is, or becomes, subject generally to the taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the "Substituted Territory") other than the territory of

the taxing jurisdiction of which (or to any such authority of or in which) the Issuer is subject generally (the Trustee the taxing jurisdiction of which (or to any such and only of of in when be agrees) give to the Trustes
"Issuer's Territory"), the Substitute Obligor will (unless the Conditio "Issuer's Territory"), the Substitue Obligor will (alless the Huston 9 with the substitution for an undertaking salisfactory to the Irsuer's Territory of references to the Substinuted Territory
the references in that Condition to the Issuers and the read according!v; and the references in that Condition to the Issuer s Terriory of Territory of Territory will be read accordingly; and

whereupon the Subtitute Obligor comply with such other requirements as are reasonable in the interests.
In the Issuer and the Subscription of the starting the of the Noteholders, as the Trustee may direct.

of the rotential
In connection with any proposed white below with the execuse of the Tunctions, the In connection with any proposed substitution as aclass and the Trasees shall not have regard to the Trustee shall have regard to the Intention in a chassenders or Couponiolders or Couponiolders resulting from in consequences of such substitution of such executive comerced with, or subject to the paticular their being for any purpose onlicited on results an such exercise as acoresad, no
jurisdiction of, any particular territory. In connection with ar such exercise as jurisdiction of, any particular terrilory who will any stosurer, the Substitute Obligor or the Noteholder or Couponholder shall be entification or payment in respect of any use of any use of any use Trustee or any other person, any individual Noteholders or Coponiolers except of the extent already substitution or any such exercise upon any individual Notenolules of Couponious on open in the Trust Deed.

Any such modification, waiver, authorisation or substitution shall be binding on all Notebolders and all Any such modification, waives atterwise, any such modification or substitution or substitution suall be notified to
Couponholders and, unless the Tristes agrees of thereating Couponholders and, unless the Trusted agroos only his as soon as practicable thereafter.

12. Replacement of the Notes, Coupons and Talons

I. . Replacement of the Presses or dest, stolen, mutilated, defaced or destroyed it may be replaced at the Should any Note, Coupon or Talon be Iost, solen, munder place of which notice shall have been given in specified of the Principal Paying Agent (or the claimant of the expenses incured in connection therewith accordance with Condition 14) upon payment by the clamant of the Muliated or defaced Notes,
and on such terms as to evidence and indemairs Nates, Councon Talons will be issue and on such terms as to evidence and indeminty as the issuel may realling will be issued.
Coupons or Talons must be surrendered before any replacement Notes, Coupons or Talon

Indemnification of the Trustee 13.

IS. Indeminineance of the indemnification of the Trustee and for its responsibility.
The Trust Deed contains provisions indempiration unless indempified to its satisfaction. The Trust Deed contains provisions for the includes indemined of in satisfaction. The Trustee is
including provisions relieving it from taking any action unders or any other including provisions relieving it from akting any af its Subsidiaries or any other person associated
entitled to enter into business transactions with Issubsidiaries or any o entitled to enter into business traisablems with are are any profit resulting therefrom.

Notices 14.

- Twitter
  All notices regarding the Mother to matically in the opinion of the Truster, in one other leading All notices regarding the Notes will be valid it publicable in the Trutes, in one other leading
  expected to be the Financial Times) or, if this is not practicable in the Trut expected to be the Financial Intel patiesne manusality in circulation in Europe. Any notice, English language daily newspaper which is approved by lie 'Irence' with of the of such publication or, it published in a newspaper as aforesans mail be tree to hir and in the may such published more than once, on the date of the first such publication. If people to be have been given
  newspaper as aforesaid, notice will be valid if given in such other manne nowspaper ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Further Issues 15.

The Issuer is at liberty from time (but subject always to the trust and onditions of the Trust Deed) without The Issuer is at liberty from time to the create and issue of atther bonds, notes or debentures the consent of the Noteholders of the (colpolitions) in all respects (or in all respects (or in all respects (or in all respects (or in all respects (with the (whether in bearer or registered form) ether (a) ranksing pur passant (ar as single seties with the outstanding bonds, notes or debentures of any series (including the Notes) constitued by the Trust Deed or any outstanding bonds, notes or debenting subording, subordination, interest, redembion and otherwise as the supplemental deed or (b) upon such terms as to raining success and elements which are to form a single
Issuer may determine at the time of their issue. Any further bondes wir Issuer may determine at the time of ther issue. Any series (including the Notes) constituted by the Trust
series with the outstanding bonds, notes of edective bands, notes or series with the outstanding bonds, notes of develtures or debentures may (with the consent of
Deed or any supplemental deed shall, and any other for desd Deed or any supplemental dood chan, and has, and the Trust Deed.

16. Contracts (Rights of Third Parties) Act 1999

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

17. Governing Law

The Trust Deed, the Notes, the Coupons and the Talons are governed by, and shall be construed in accordance with, English law.

TERMS AND CONDITIONS OF THE DATED NOTES

The following are the terms and conditions of the Dated Notes substantially in the form in which they will appear on the Dated Notes in definitive form.

The 6650,000,000 5.25 per cent. Fixed/Floating Rate Subordinated Norther notes issued The 6550,000,000 5.25 per cell. FIA-011 vanner otherwise requires, include any further notes issued. expression shall in these Conditions, and connect of Aviva ple (the "Issuer") are constituted to the I suer on the I aw Debenture Trust pusuali to Condition 15 and Torning a single series with Essuer and The Law Debentue Trusting the trustee of by a trust deed (the "Trustee", which expression shall include all persons for the tustes of Corporation p.l.c. (the "Trustee", which expective shotes the "Notes the "Notebolders"). The issue of the Notes trustees under the Trust Deed as unsee of the Road of Directors of the Essuer passed on 20 June 2003 The statements was authorised pursuall to resolutions of the Board of Directors passed on 9 September 2003. The statements in these Conditions include summaries of, and are subject to, the ded provisions of the Trust Deed. Copies of
in these Conditions include summaries of, and are subject to, th in these Conditions include summants of, and are subject to, the event in and 2001 and 2003 and the Trust Deed and the paying agreement (inc 1 againg (the "Principal Paying Agent", which expression shall include any successor thereto) and the other paying agents named therein (together with the expression shall include any successor thereto), and the pay agent bank (the "Agent Bank", which Principal Paying Agent, the "Paymig Agence"), TRDO Dana position during normal business.
expression shall include any successor thereto) and the Trustee are alons for futher expression shall include ally successor the interest coupons' ) and talons for further Coupons' and the registered office of the hours by the Notenolders and the notes in the "Couponiolders") at the registered office of the registered office of the (the "Talons") appertaining to Notes in Geniture 100 Wood Street, LCCV 77X and at the specified the Truste, being at the date iereof at Trim Froof, Too Troot Bare entitled to the benefit of and are bound of each of the Paying Agens. The Notellolders and are deemed to have notice of all the provisions of the Paying Agency Agreement applicable to them.

Form, Denomination and Transfer 1.

Form and Denomination (a)

The Notes are in bearer form in the denominations of £10,000, serially numbered. Notes of The Notes are in board. Tornitial in the exchanged for Notes of the other denomination.

Global Notes (b)

The Notes are initially represented by a temporary global note (the "Temporary Global Note") in bearc The Notes are initially represented by a temporal y principal amount of €650,000,000 deposited with as operator of the form, without Coupons of Talons allacited, in are proclear Bank S.A.N.V., as operator of the common deposition ("Euroclear") and Clearer an Barking, sociée anonyme ("Clearstream, Euroclear System ( Luxembourg ) on 29 September 2005. Not in bearer form, without Coupons of Talons attacted, in the is exchangeable for a furner global note in "Permanent Global Note"). Exchanges of interests in the principal amount of up to coo,ooo,ooo (uit - - terminent Global Note will be effected only upon certification Temporary Global Note Interests in the reficial owner must exchange his interest in the Temporary as to not-U.S. beliencial ownership. A beliefen of har before payment of principal of principal of interest on the Global Note for an mierest in the Pemanent Olobal Note and Global Note are together referred Notes can be collected. The remanent Global Note will only be exchangeable for definitive Notes in to as the "Global Notes". The remailed cooper toto ) help . Title to each Global Note will pass by certain innited circumstances described in paragraphs (c) and (d) of this Condition ) , the Issues and delivery (Without prejudice to paragias (C) and Corporation without prejudice to pasagraph (d) of this Condition 1) deem and treat the bearer of a Global Note as the absolute owner for all purposes (0) of this Continuous 1) decir and the overdue and notwithstanding any notice of ownership or writing (whener of not such Global Note of previous loss or theft of such Global Note).

Transfers (c)

For so long as the Notes are represented by a Global Notes will be transferable in accordance For so long as the Notes are represented by a Clearstean, Luxembourg, as appropriate.
with the rules and procedures for the time being of Euroclean in a separable) of this Co with the rules and procedures for the unite ocing or Larcered or essubed in paragraph (e) of this Condition 1 and the Coupons and Talons will pass by delivery.

(d) Title

For so long as the Notes are represented by a Global Note, each person who is for the time being shown in the records of Euroclear or of Clearsteam, Luxembourg as the holder of a particular principal amount of Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the principal amount of the Notes standing of the acount of any person shall be conclusive and binding for all purposes) shall be treated by the Issuer, the Paying Agents and the bearer of the relevant Global Note as a holder of such principal and the expression "Notes (and the bearer of the references to "holding of Notes" and to "holders of Notes" shall be construed accordingly" and purposes other than with respect to the payment of principal and interest on the Notes, the right to which shall be vested, as against the Issuer and the Truce, solely in the bearer of the Notes, the right to which accordance with and subject to in the cerms of the Trust Deed. Any reference herein to Euroclean and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to Euroclear
to any additional or alternative clearing austers and the in Are to any additional or alternative clearing system approved by the Trustee.

(e) Definitive Notes

If (i) any event described in paragraph (a) of Condition 8 occurs and is continuing, (ii) the Permanent Global Note is held on behalf of Euroclear or Clearstream, Is continuing, (i) the Permann shall have been approved by the Trustean, becaller of such other clearing system as a
period of 14 days (other than by resears that is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or amounces an intention permanently to cease business and no neemative clearance system satisfactory to the Trustee is railable or (ii) the Trustee is satisfied that on the occasion of the next payment in respect of the Notes the Issuer or any Paying Agent would be required to make any deduction or withholding from any payment in respect of the Notes which would not be required were the Notes in or withouting trom any payment in respect
to the Notes which would not be required were the Notes in the Issuer wil to the Noteholders) issue definitive Notes, serialy numbered, in the denominations of €10,000 and €10,000 each with Coupons and a Talon attached on issue (in exchange for the entire Permanent Global Note) within 45 days of the occurrence of the relevant even described in (i), (ii) or (iii) or (iii) or (iii) or (iii) or (iii) or (iii) or (iii) or (iii) or (iii) or (iii) o

2. Status and Subordination

(a) The Notes constitute direct, unsecured and (save as to subordination) unconditional obligations of the Issuer and rank, and will rank, pari passw without any preference among themselves. The Notes will rank on a winding-up of the Issuer in priority to all undated or perpetual subordinated obligations of the Issuer.
(b) The claims of the Noteholders against the Issuer in respect of payments pursuant to the Notes will, in the event of a winding-up of the Issuer in Issuer in risht of payment in the Notes will, in the Notes will, in the Notes will, in the Trust Deed to the claims of all Senior Creditors (as defined in Condition 3) of the Issuer.
(c) As used in this Condition 2, the expression "obligations" includes any direct or indirect obligations of the Issuer and whether by way of guarantee, indemnity, other contractual support arrangement or otherwise and regardless of name or designation.
(d) > Subject to applicable law, no Noteholder may exercise or claim any right of set-off 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 waved all such rights of set-off. Notwithstanding the preceding sentence, if any of the amounts owing to any Noteholder by the Issuer under or in connection with the Notes is discussion in the director of Noteholder by the Issues unders
equal to the amount of such discharged by set-off, such Noteholder shall imme equal to the amount of such disent to the Issuer or, in the event of its winding-up, the liquidater of the Issuer and, until such time as payment is made, shall told an amount equal to such amount in the Issuer, or the liquidator of the Issuer, and accordingly any such discharge shall be deemed not to have taken of the reach on

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 Senior Creditors (as defined below) have been satisfied.

3. Definitions

As used in these Conditions:

"Agent Bank" has the meaning given in the preamble to these Conditions;

"Arrears of Interest" has the meaning given in Condition 5(b);

"business day" has the meaning given in Condition 4(f) except in relation to Condition 7(d) where "business day" shall bear the meaning attributed to that term in Condition 7(d);

"Capital Disqualification Event" has the meaning given in Condition 6(e);

"Clearstream, Luxembourg" has the meaning given in Condition 1(b);

"Common Depositary" has the meaning given in Condition 1(b);

"Coupon Amounts" has the meaning given in Condition 4(e);

"Couponholders" has the meaning given in the preamble to these Conditions;

"Coupons" has the meaning given in the preamble to these Conditions;

"Debt Service" means, in respect of a Note, all payments of principal of and interest on such Note;

"Deferral Notice" has the meaning given in Condition 5(a);

"Deferred Maturity Date" means the day following the second anniversary of the Maturity Date;

"Directive" means Directive 98/78/EC of the European Union;

"Euroclear" has the meaning given in Condition 1(b);

"European Economic Area or EEA" means the countries comprising the European Union together with Norway, Liechtenstein and Iceland:

"Euro-zone" means the region comprising member states of the European Union that adopt or have adopted the single currency in accordance with the Treaty;

"Fixed Interest Rate" has the meaning given in Condition 4(c);

"Fixed Rate Interest Period" means the period from (and including) the Issue Date to (but excluding) the Reset
Date: Date;

"Floating Rate of Interest" has the meaning given in Condition 4(d);

"PSA" means the Financial Services Authority (or, if at any time the Financial Services Authority is not the relevant regulator, such other regulator (c), it at ally time the Prinance companies operating in the United Kingdom);

"IPRU (INS)" means the "Interim Prudential Sourcebook: Insurers" that forms part of the FSA or any equivalent rules or regulatory provisions from time to time replacing it or the nules therein;

"Interest Payment Date" means 2 October in each year commencing on 2 October 2004 (in respect of the Interest Period commencing on (and including) the Issue. Date and ending on (but excluding) 2 October 2004) up to and including the Reset Date and thereafter, subject as provided in Condition 5, 2 January, 2 April, 2 July and 2 October in each year;

"Interest Period" means the period commencing on (and including) the Issue Date and ending on (but excluding) the first Interest Payment Date and thereafter each successive pariod commencing on (and including) an Interest Payment Date and ending on (but excluding) the next following Interest Payment Date;

"Issue Date" means 29 September 2003;

"Issuer's Territory" has the meaning given in Condition 11(vi);

"Make Whole Premium" means the excess, if any, of (i) the present value of the future Debt Service on the Note (assuming for this purpose that the Notes are to be redeen value of the round on the Rest Date) discounted at 0.75 per cent. above the then current vield on the 3.75 per cent. German Bundesobligationen due July 2013 (or, if such security is no longer in issue, such other German Bundesobligationen in issue on or about the Reference Date as the Agent Bank, with badvice of Reference Euro Market Makers, determine to be appropriate by way of substitution for the 3.75 per cent. German Bundesobligationen due July 2013) over (ii) the outstanding principal amount of such Note;

"Margin" means 2.08 per cent .;

"Maturity Date" has the meaning given in Condition 6(a);

"Noteholders" has the meaning given in the preamble to these Conditions;

"Notes" has the meaning given in the preamble to these Conditions;

"Optional Interest Payment Date" means any Interest Payment Date where:

a Regulatory Intervention has occurred prior to such Interest Payment Date and is continuing on the (i) (a) (a) such Interest Payment Date and on such Interest Payment Date; and
- (b) (other than the Notes) and not divided or other distribution has been irrevocably declared on any class of the Issuer's share capital since the date of the commencement of that Regulatory Intervention; or
(ii) no interest payments have been made on any junior or pari passu ranking securities of the Issuer (other than the Notes) during the financial year of the Issuer in which such Interest Payment Date falls, and no dividend or other distribution on any class of the Issuer's share capital was irrevocably declared at or since the annual general meeting of shareholders immediately prior to that Interest Payment Date;

"Paying Agency Agreement" has the meaning given in the preamble to these Conditions;

"Paying Agents" has the meaning given in the preamble to these Conditions;

"Permanent Global Note" has the meaning given in Condition 1(b);

"Principal Paying Agent" has the meaning given in the preamble to these Conditions;

"Reference Banks" means four major banks in the Euro-zone interbank market as selected by the Agent Bank;

"Reference Date" means the date which is three dealing days prior to the date fixed for redemption by the Issuer referred to in Condition 6(e);

"Reference Euro Market Makers" means three brokers of European government bonds. selected by the Agent Bank and approved or this purpose by the Trusters of buropean government bonds.
the European eovernment hords market of are colored by the three person the European government bonds market as are selected by the Agent of the three persons operating in the Issuer and approved for this purpose by the Trustee;

"Regulatory Intervention" means (a) with respect to the Issuer, a request from any Relevant Supervisory Authority to restore or improve any applicable solvery margins or capital adequacy level of Supervisory
Authority of the Issuer's FEA Reguleted Systeition respect of any of the Issuer's REA Regulated Subsidiaries, a request to that EEA Regulated Subsidiary by its Relevant Supervisory Authority to restore sites in that ELA Regulated Subsidiary by its levels or the FSA is notified by a Relevant Supervisory that such Reversions or capital adequacy
made such request to the andical Supervisory Authority that such and supervis made such request to the applicable BEA Regulated Subsidiary, or (c) if, on any date (other than the Defered Maturity Date) on which a payment in respect of pincipal or increst in respect of the Notes is and the Defened.
any one of the FFA Repulated Stheids bear for a for a forest i any one of the EEA Regulation has failed or is reasonably likely to so fail immediately atter such payment) to meet its applicable minimum or notional solvency margins or capital adequacy alter such of the most recent audited accounts of the Issuer or as the case may be, that EEA Regulated Subsidiary or, if later, the date such margin or levels were most tecently be, that LEA Regulated Subsidiary or, if later, any date falling on or prior to the date such payment is, or otherwise would be, due selected by the Board of Directors (or other management body) of the Issuer or, as the case may be, that Regulated Subsidiary. A Regulatory of other on other sharent of the continuing until such date as, in the case of (a) or (b), the relevant margins of solventy of capital adequacy levels have been restored or increase of (a) of (b), the relevant margins of solvency of solventy of or the request is otherwise with the satisfaction of the Relevant Supervisory Authority of Authority of i the case of (c), the first date on which the samstant of the Kelevant Supervisory Authority or, in
applicable minimum or notional provins areasin applicable minimum or notional solvenor as as as the case may be, capital adequacy levels, incens its
and so certified to the Trustee by the Road of Director of Director deve and so certified to the Trustee by the Board of Directors (or other management body) thereof;

"Relevant Date" means, in respect of any payment on the Notes, the date on which such payment first becomes
due but, if the full, amount of the money on the due but, if the full amount of the money payable has not been received by the Principal Paying Agent or the Trustee on or before the due date, it means the date on which, the full amount of the money having been so received, notice to that effect shall have been duly given to the Noteholders by the Issuer in accordate with Condition 14;

"Relevant Rules" has the meaning given in Condition 6(e);

"Relevant Supervisory Authority" means any regulator having jurisdiction over the Issuer or any of the EEA Regulated Subsidiaries;

"Reset Date" means 2 October 2013;

"Resumption Date" has the meaning given in Condition 5(b);

"Senior Creditors" means all creditors of the Issuer who are (i) unsubordinated creditors of the Issuer or (ii) subordinated creditors of the Issuer other than (x) holders of undated or perpetual subordinated indebtedess and (y) those whose claims rank or are expressed to rank pari passu with or junior to the claims of the Notebolders;

"Special Redemption Price" means, in respect of each Note, a price equal to the sum of (a) the principal amount of such Note and (b) the Make Whole Premium;

"Substitute Obligor" has the meaning given in Condition 11;

"Substituted Territory" has the meaning given in Condition 11(vi);

"Talons" has the meaning given in the preamble to these Conditions;

"TARGET Business Day" means a day on which the TARGET System is operating;

"TARGET System" means the Trans European Real Time Gross Settlement Express Transfer (TARGET) System;

"Tax Event" has the meaning given in Condition 6(b);

"Temporary Global Note" has the meaning given in Condition 1(b);

"Treaty" means the Treaty establishing the European Communities (signed in Rome on 25 March 1957), as
amended: amended:

"Trust Deed" has the meaning given in the preamble to these Conditions; and

"Trustee" has the meaning given in the preamble to these Conditions.

4. Interest

(a) Rate of Interest

The Notes bear interest from the Issue Date in accordance with the provisions of this Condition 4.

Subject to Condition 5, during the Fixed Rate Interest Period interest shall be payable on the Notes annually in arrear on each Interest Payment Date in the Fixed Rate Interest Period, and thereafter interest shall be payable on the Notes Payment Date interest Payment Date, in each case as provided in this Condition 4. If any Interest Payment Date falling after the Reset Date would otherwise fall on a day which is not a TARGET Business Day it shall be postponed to the Rest day which is a TARGET Business Day unless it would thereby fall in the next calendar month, in which event it shall be brought forward to the immediately preceding TARGET Business Day.

Where it is necessary to compute an amount of interest in respect of any Note during the Fixed Rate Interest Period for a period of Jersan a complete Interest Period, such interest shall be calculated on the basis of the actual number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Issue Date) to (but exchuling) the relevant payment date divided by the actual number of days in the period from (and including) the most recent Interest Payment Date (or if none, the Issue Date) to (but excluding) the next (or first) scheduled Interest Payment Date.

Interest shall accrue on the Notes in respect of all Interest Periods (and any other period in respect of which interest may fall to be calculated) commencing on or after the Reset Date on the basis of which of days elapsed in the relevant period divided by 360.

If payment of principal in respect of the Notes is not made on the Maturity Date by virtue of the provisions
of Condition 5(c), interest shall continue to accrue, and shall b of Condition 5(c), interest shall continue to accue, and shall be payable, as provisions
of Condition 5(c), interest shall continue to accue, and shall be payable, as provide up to (but excluding) the Defened Maturity Date or such earlier date on which payment of such principal
is made.

(b) Interest Accrual

The Notes will cease to bear interest from (and including) the due for redemption thereof (which shall be the Maturity Date (or, as the case may be, the Defered Maturity Date to redemption thereof (which shall.
of the Notes pursuant to Condition (c), cs (c)) will of the Notes pursuant to Condition (c), (c) or (c)) unless, upon due presentation, payment of principal in respect of the Notes is improperly withhed or refused, in which event interest shall continue to principal in
shall be payable, as provided in these Conditions up to Carder, shall be payable, as provided in these Conditions up to (but excluding) the Relevant Date.

Fixed Rate of Interest (c)

For the Fixed Rate Interest Period the Notes bear interest at the rate of 5.25 per cent. per annum (the "Fixed

Floating Rate of Interest (d)

From (and including) the Reset Date, the Notes will bear interest at a floating rate of interest ("Floating Rate of Interest"). The Floating Rate of Interest at a floating rate of interest ("Floating
Comencing on or after the Reset Of Interest on the Notes in respect of each In commencing on or after the Reset Date of Interest of the Notes in respect of the following on or

(i) On each Interest Determination Date the Agent Bank will determine the offered rate (expressed as a rate per annum) for three-month euro deposits as at 11.00 a.m. (Central European time) on such Interest Determination Date, as displayed on the display designated as page "248" on the Moneyline Telerate Monitor (or such other pages as may replace as page "248" on the Moneyline
information). The Floating Rate, of Justers, for the purpose of displaying such information). The Floating Rate of Interest for the Interest Period immediately such Interest Determination Date of Enerost for the merest Period immediately succeeding the Margin.
(ii) If such offered rate does not so appear, or if the relevant page is unavailable, the Agent Bank will,
on such date, request the principal Euro gone office of the R. on such date, request the principal Euro-zone office of the Reference Bank will,
Bank with its offered quotation barksing beskeine Banks to provide the Agent Bank with its offered quotation to leading banks in the Euro-zone inter banks to provide the Agent
euro deposits as at 11.00 am (Cantrol Euro-201e inter banks market for thre euro deposits as at 11.00 a.m. (Central European time) on the Interest Determination Date in question. If at least two of the Reference Banks provide the Agent Bank with such offered quotations, the Floating Rate of Interest for the Interest Period immediately succeeding the relevan Interest Determination Date shall be the rate determined by the Agent Bank to be the arithmetic mean (rounded upwards if necessary to the nearest one hundred thousandth of a percentage point (0.000005 per cent. being rounded upwards)) of such offered quotations plus the Margin.
I
If on any Interest Determination Date to which the provisions of sub-paragraph (ii) above apply, one (iii) only or none of the Reference Banks provides the Agent Bank with such a quotation, the Floating Rate of Interest for the Interest Period immediately succeeding such Interest Determination Date shall be the rate which the Agent Bank determines to be the aggregate of the Margin and the arithmetic mean (rounded upwards, if necessary, to the nearest one hundred thousandth of a percentage point (0.00005 per cent. being rounded upwards)) of the euro lending rates which leading banks in the Euro-zone selected by the Agent Bank are quoting, on the relevant Interest Determination Date, to leading European banks for a period of three months, except that, if the banks so selected by the Agent Bank are not quoting as mentioned above, the Floating Rate of Interest for such Interest Period shall be either (1) the Floating Rate of Interest in effect for the last preceding Interest Period to which one of the preceding sub-paragraphs of this Condition the last
have applied or (2) if none, 5,25 per cent, per ennum have applied or (2) if none, 5.25 per cent. per annum.

Determination of Floating Rate of Interest and Calculation of Coupon Amounts.

Th (e)

The Agent Bank will, as soon as practicable after 11.00 a.m. (Central European time) on each Interest Determination Date, determine the Floating Rater of Interest of the relevant Interest of the relevant Interest Period and calculated the amount of interest payable in respect of the relevant Interest Period and

Date for the relevant Interest Period (the "Coupon Amounts") by applying the Floating Rate of Interest for such Interest Period to the principal amount of a Note of each denomination, multiplying such such by the actual nurmber of days in the Interest Period concerned divided by 360 and, if necessary, rounding the resultant figure to the nearest €0.01 (€0.005 being rounded upwards).

Publication of Floating Rate of Interest and Coupon Amounts (f)

The Issuer shall cause notice of the Floating Rate of Interest determined in accordance with this Condition 4 in respect of each relevant Interest Period and of the Coupon Amounts and the relevant Interest Payment Date to be given to the Trustee, the Paying Agents, any stock exchange or other relever and may be a the Notes are for the time being listed or admitted to trading and, in accordance with Condition 14, the Noteholders as soon as practicable after its determination but in any event not later than the fourth business day thereafter. As used in this paragraph (f), "business day" means a day (not being a Saturday or Sunday) on which banks are open for business in London.

(g) Determination or Calculation by Trustee

The Trustee shall, if the Agent Bank does not at any relevant time for any reason determine the Floating Rate of Interest on the Notes in accordance with this Condition 4, determine the Floating Rate of Interest in respect of the relevant Interest Period at such rate as, in its absolute discretion (having such regard as it shall think fit to the procedure described in this Condition 4), it shall deem fair (reasonable in 11 the circumstances and such determination shall be deemed to be a determination the reasonally the Agent Bank.

(h) Agent Bank

So long as any Notes remain outstanding the Issuer will maintain an Agent Bank. The name of the initial Agent Bank and its initial specified office is set out at the end of these Conditions.

The Issuer may, with the prior written approval of the Trustee, from time to time replace the Agent Bank with another leading investment, merchant or commercial bank in London. If the Agent Bank is undele or unwilling to continue to act as the Agent Bank or (without prejudice to paragraph (g) above) fails duly to determine the Floating Rate of Interest in respect of any Interest Period as provided in paragraph (d) above, the Issuer shall forthwith appoint another leading investment, merchant or commercial bank in London approved in writing by the Trustee to act as such in its place. The Agent Bank may not resign its duties or be removed without a successor having been appointed as aforesaid.

(i)

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Conditions 4 whether by the Agently British Erren, shall (in the absence of wilful default, bad faith or manifest error) be binding on the Irant, and the Trustee, the Paying Agents and all Noteholders and (in the absence as aforesaid) no liability to the Noteholders or the Issuer shall attach to the Agent Bank or the Trustee in connection with the exercise or non-exercise by them of their powers, duties and discretions.

5. Deferral of Payments

(a) Optional Deferral of Interest

The Issuer may, on any Optional Interest Payment Date, defer payment of interest on the Notes which would otherwise be payable on such date.

The deferral of any interest payment on any Optional Interest Payment Date in accordance with this Condition 5(a) will not constitute a default by the Issuer and will not give Noteholders or the Trustee any right to accelerate the Notes. The Issuer shall notify the Trustee and the Noteholders as soon as practicable (and in any event within 10 business days) after any Optional Interest Payment Date in respect of which payment is deferred of the amount of such payment otherwise due on that date and the grounds upon which such deferral has been made (the "Deferral Notice"). The Issuer may defer paying interest on each

Optional Interest Payment Date until the Maturity Date (or, if applicable, any Deferred Maturity Date) or
any earlier date on which the Notes are redeemed in full any earlier date on which the Notes are redeemed in full.

(b) Arrears of Interest

Any interest in respect of the Notes not paid on an Interest Payment Date, together with any other interest in respect thereof not paid on any earlier Interest Payment Date, in each case by virtue of Continues, interest shall, so long as the same yours interest i syntent Date, in each case by virtue of Condition S(a),
any other amount, payment of which is defered in secondences of Interest a any other amount, payment of which is defered in accordance with Condition 5(a), will automatically become immediately due and payable (intespective of any prior written notice to, will automatically
from, the FSA) upon the earlies of the following (the written notice to, o from, the FSA) upon the earliest of the following (the "Resumption Date").
«

(i) share capital or pays interest on any other junior or pari passu ranking securities;
(ii) or will be continuing on such date unless that no Regulatory Intervention that has occurred is or will be continuing on such date unless the Issuer is otherwise entitled to defer at such time by virtue of Condition 5(a);
(ii) ) the date on which the Issuer commences and does not abandon a public offer to redeem, purchase or acquire any of its ordinary shares or other junior or pari passu ranking securities;
(iv) the date on which an order is made or a resolution is passed for the winding-up of the Issuer (other than a winding-up which has been approved in writing by the Trustee or by an Extract (other Resolution (as defined in the Trust Deed) of the Noteholders); and
(v) Condition 6 or Condition 8(a).

Deferral of Principal (c)

The Issuer will be entitled to defer payment of principal on the Maturity Date it, on the Maturity Date, the Issuer or any one of the EEA Regulated Subsidiaties has failed to meet its applicable minimum or notional solvency margins or capital adequacy ratios (or is reasonably likely to so fail immediately after such payments) as at the date of the most recent audited accounts of the Issuer, or as the case may be, the such relevant EEA Regulated Subsidiary or, if later, the laster, or as the case may be, the for regulatory purposes or, if later, any date tacked by the Board of Directors (or other management body)
of the Issuer, or as the case may be, the relevant FEA Results of t of the Issuer, or as the case may be, the relevant EEA Regulated Subsidiary.
Is

If payment of principal in respect of the Notes on the Maturity Date is deferred, the Notes will, unless previously redeemed or purchased and cancelled, be redeemed at their principal amount on the Deferred.
Maturity Date,

(d) No Default

Notwithstanding any other provision in these Conditions or the Trust Deed, any payment which for the time being is not made by virtue of Condition Sche Trust Deed, any payment which for the (including, but without limitation (a)) of (c) shall not constitute a default for any purpose
(including, but without limition, Condition (a)) on the part of the Issues of In amount, payment of which is so deferred, shall not the Issuer. And

6. Redemption and Purchase

(a) Final Redemption

Subject to Condition 5(c) and Condition 6(d), unless previously redeemed or purchased and cancelled, the Notes will be redeemed at their principal amount on the Interest Payment Date falling on, or nearest to, 2
October 2023 (the "Maturity Date"). October 2023 (the "Maturity Date").

Redemption for taxation reasons (b)

If the Issuer satisfies the Trustee at any time immediately before the giving of the notice referred to below
that either:

(i) on the occasion of the next payment due in respect of the Notes the Issuer would be required to pay additional amounts as provided or referred to in Condition 9; or
(ii) on the next Interest Payment of interest in respect of the Notes would be treated, for reasons outside the control of the Issuer, as a "distribution" within the meaning of the Income and Corporation Taxes Act 1988 (as amended, re-enacted or replaced),

(each such event, a "Tax Event") the Issuer may, at its option, having given at least 6 months' prior written notice to, and received no objection from, the FSA (or such shorter period of notice as the FSA may accept and so long as such notice is required to be given) and having given not less than 30 nor more than 60 days notice to the Noteholders in accordance with Condition 14 (which notice shall 50 lior motice than 60 days), redemall, but not some only, of the Notes, at their principal amount together with interest accrued to, but excluding, the date of redemption and all Arreas of Interest any ime prior to the Reset Date and thereafler only on an Interest Payment Date.

Redemption at the Option of the Issuer (c)

Unless the Issuer shall have given notice to redeem the Notes under Condition 6(b), on or prior to the expiration of the notice referred to in (ii) below, the Issuer may at its option of the may only, of the Notes on the Reset Date or any Interest Payment Date thereafter at their principal amount ogether with interest accrued to (but excluding) the date of redemption and all Arrears of Interest. In order to exercise its option, the Issuer must first have:

(i) given at least six months' prior written notice to, and received no objection from, the FSA (or such shorter period of notice as the FSA may accept and so long as such notice is required to be given);
and and
(ii) = given not less than 30 nor more than 60 days' notice to the Trustee and to the Noteholders in accordance with Condition 14 (which notice shall be irrevocable).

(d) Deferred Redemption

If payment of principal in respect of the Notes on the Maturity Date is deferred pursuant to Condition 5(c), the Notes will, unless previously redeemed or purchased and cancelled, be redeemed at their principal amount on the Deferred Maturity Date.

(e)

If the Issuer satisfies the Trustee immediately prior to the giving of the notice referred to below that a
Capital Disonalification Event has accurred the I Capital Disqualification Event has occured, the Issuer may, at its option, having given at least six months prior written notice to, and received no objection from, the FSA (or such shorter period of notice as the FSA may accept and so long as such notice is required to be given) and having given not less than 30 not more than 60 days' notice to the Trustee and to the Noteholders in accordance with Condition 14 (which notice shall be irrevocable), redeem at any time prior to the Reset Date and thereafter only on an Interest Payment Date all, but not some only, of the Notes at their Special Redemption Price if the date of redemption falls on or prior to the Reset Date and at their principal amount if the date of redemption falls thereafter together, in each case, with interest accued to, but excluding, the date of redemption falls
Arrears of Interest Arrears of Interest.

A "Capital Disqualification Event" is deemed to have occurred if solvency calculations in respect of the Issuer are required by any Relevant Supervisory Authority, including, without limitation, pursualt to the Directive or any legislations (whether having the force of law or otherwise have armant to the within the EEA implementing the Directive including the IPRU (INS) (the "Relevant Rules") and

(i) time, the Notes would not be capable of counting as cover for the notional minimum or notional margin of solvency required of the Issuer under the Directive or the Relevant Rules; or
(ii) as a result of any change to the Directive or the Relevant Rules or the application or official interpretation thereof any Notes would not be capable of counting as cover for the minimum or notional margin of solvency of the Issuer under the Directive or the Relevant Rules.

(f) Purchases

The Issuer or any of its Subsidiaties (as defined in the Trust Deed) for the time being may, having given prior written notice to, and received no objection from, the FSA (so long as such notice is required to be given) and at any time, purchase Notes in objection in the PSA (so long as such notice is required to be together with all unmatured Coupons and Talon (if any) appertaining thereto. If purchases will be made by
tender, tenders must be available to all Natchelders of i tender, tenders must be available to all Noteholders alike.

(g) Cancellation

7. Payments

Method of Payment (a)

Payments of principal and interest in respect of the Notes will be made against presentation and surrender of Notes or, in the case of payments of interest the on an Interest Payment Date or a Redemption Date, against surrender of the relevant Coupons at the specified office of any of the Paying Agents. Such payments will be made (subject to paragraph (b) below), at the option of the holder by euro cheque drawn on, or by transfer to a euro account maintained by the holder with, a bank in a city in which barks have access to the TARGET System, subject in all cases to any fiscal or other laws and regulations and in the place of payment by cash, cabject in an Cases to any IIscal or other laws
in the place of payment but without prejudice to the provisions of Condition 9.

(b) Effect of Redemption on unmatured Coupons and unexchanged Talons

Upon the due date for redemption of any Note, any unexchanged Talon relating to such Note (whether or not attached) shall become void and no Coupon shall be delivered in respect of such Note (whether on Coupons (other than Coupon in respect of which there exist of Interest) relating to such Talon and unmatured
(whether or not attached) shall also become void and no courses o (whether or not attached) shall also become void and no payment shall be made in respect of them. When any Note is presented for redemption without all no payment shall be made in respect of them. Where
to it, redemption shall be made only against the provises of any unexchang to it, redemption shall be maps. Whilouran un unlatured Coupons and any unexchanged Talon reating

Surrender of Talons (c)

On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in respect
of any Note, the Talon forming part of such Coupon shoot movely of any Note, the Talon forming part of such Coupon sheet may be surrendered at the specting of the specified of the Principal Paying Agent or at the specified office of the Paying Agent in London in exchange of the
Coupon sheet (and another Talon for a first Coupon ebective London in excha Cource of the may be in als pound online of the Paymig Agent in London in exchange for a further
Coupon sheet (and another Talon for a further Coupon sheet) (but excluding an become void pursuant to Condition 10).

(d) Payment on business days

If the date for payment of any amount of principal or interest of any Note or Coupon or any later date on which any Note or Coupon is presented for payment is not at any Note or Coupon or any later.
then the holder thereof shall not he entitled to payment is not at any pl then the holder thereof shall not be entitled to payment at that place of payment of the amount payable until the next following business day at that place of payment of the amount payable until
other payment in respect of any such delay In this Corditied to any further interest or other payment in respect of any such delay. In this Condition 7(d), "business day" means any day (not being a Saurday or Sunday on which banks are open for business day day (not
being a Saturday or Sunday) on which banks are open for business in the relevant place of payment which is a TARGET Business Day.

Paying Agents (e)

The names of the initial Paying Agents and their initial specified offices are set out below. The Issuer reserves the right, subject to the approval of the Truste, such approval not to be unreasonably witheld, a any time to vary or terminate the appointment of any Paying Agent and to appoint additional or other Paying Agents provided that it will (i) at all times maintain a Paying Agent having a specified office in of the open as the Issuer would be obliged to pay additional amounts a specified office in
London and (ii) insofar as the Issuer would be obliged to pay additional amounts upon presentation of the Woten would be obliged on pay additional announts pursuant to Condition 9
the application of the Note or Coupon, as the case may be, for payment in t the application of Condition 9(iv), maintain a Paying Agent having a specified office in a major city in a

Member State of the European Union other than the United Kingdom that will not be obliged to withhold or deduct tax pursuant to any European Union Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 and which is approved by the Trustee, PROVIDED THAT under no circumstances shall the Issuer be obliged to maintain a Paying Agent with a specified office in such a Member State unless at least one Member State of the European Union other than the United Kingdom does not require a Paying Agent with a specified office in that Member State to so withhold or deduct tax.

(f) Notice

Notice of any such termination or appointment and of any change in the specified offices of the Paying Agents will be given to the Noteholders in accordance with Condition 14.

Definitive Notes (g)

If definitive Notes are required to be issued, the amount of interest in respect of such Notes will be calculated by reference to the aggregate principal amount of Notes presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest €0.01.

Events of Default and Enforcement 8.

Events of Default (a)

(i) subject to the deferral provisions of Condition 5, default is made for a period of 10 days or more in the payment of any interest due in respect of the Notes or any of them; or
(ii) which has been approved in writing by the Trustee or by an Extraordinary Resolution of the Noteholders).

(b) Proceedings for Winding-up

If the Notes become due and repayable (whether pursuant to paragraph (a) above or Condition 6), and are not paid when so due and repayable, the Trustee may at its discretion institute proceedings for the windingup of the Issuer but may take no further or other action to enforce the obligations of the Issuer for payment of any principal or interest (including Arrears of Interest, if any) in respect of the Notes. No payment in respect of the Notes may be made by the Issuer pursuant to paragraph (a) above, nor will the Trustee accept the same, otherwise than during or after a winding-up of the Issuer has given prior written notice to, and received no objection from, the FSA.

(c) Enforcement

Without prejudice to paragraph (a) or (b) above, 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, the Notes or the Coupons (other than any obligation for the payment of any principal or interest in respect of the Notes or the Coupons) provided that the Issuer shall not by virtue of the institution of any such proceedings be obliged to pay any sum sooner than the same would otherwise have been payable by it.

Entitlement of the Trustee (d)

The Trustee shall not be bound to take any of the actions referred to in paragraph (a), (b) or (c) above to enforce the obligations of the Issuer under the Trust Deed, the Notes or the Coupons 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 to its satisfaction.

(e) Right of Noteholders

No Noteholder or Couponholder shall be entitled to proceed directly against the Issuer or to prove in the winding-up of the Issuer unless the Trustee, having become so bound to proceed or being able to prove in such winding-up, fails to do so within a reasonable period and such failure shall be continuing, in which case the Noteholder or Couponholder shall have only such rights against the Issuer as those which the Trustee is entitled to exercise. Any such proceedings brought by any Noteholder or Couponholder shall be brought in the name of the Trustee, subject to such Noteholder indemnifying the Thus on to its satisfaction.

(f) Extent of Noteholders' remedy

9. Taxation

All payments by the Issuer in respect of the Notes (including Arrears of Interest) will be made without witholding of or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatsoever nature imposed or levied, collected, withheld or assessed, by or on behalf of the United Kingdom or any political subdivision thereof or by any authority therein or thereof having power to tax, valless the withholding or deduction of such taxes, duties, assessments or governmental charges is required by law, In that event the Issuer will pay such additional amounts as may be necessary in order that the net amounts receivable by Noteholders or, as the case may be, Couponholders after such withholding or deduction shall equal the arrounds which would have been receivable in respect of the Notes or, as the case may be, Coupons in the absence of such withholding or deduction, except that no such additional amounts shall be payable in relation to any parmer with respect to any Note or Coupon:

(i) by satisfying any statutory requirements or by making a declaration of non-residence or similar claim for exemption but, in either case, fails to do so, or (b) is liable to such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of his having some connection with the United Kingdom other than a mere holding of such Note or Coupon;
(ii) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to . Furopean Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFFN Courceil meeting of 26-27 November 2000;
(iii) presented for payment by or on behalf of a Noteholder or a Couponholder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another Pagent in a Member State of the European Union;
(iv) where such Note or Coupon is presented for payment in the United Kingdom; or
(v) Couponholder, as the case may be, would have been entitled to such additional as recentual the same for payment on the last day of such period of 30 days.

References herein and in the Trust Deed to principal and/or interest shall be deemed to include any additional amounts which may become payable pursuant to the foregoing provisions or any undertakings given in addition thereto or in substitution therefor pursuant to the Trust Deed and references herein, and in the Trust Deed, to interest shall, where the context requires, include Arrears of Interest.

10. Prescription

Notes and Coupons (which, for this purpose, shall not include Talons) will become void unless presented for payment within a period of 10 years in the case of Notes and five years in the case of Coupons from the Relevant Date relating thereto.

11.

The Trust Deed contains provisions for convening meetings of Noteholders to consider any matter affecting their interests including the modification by Extraordinary Resolutions or other provisions of the Trust Deed.

The quorum at any such meeting for passing an Extraordinary Resolution will 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 such meeting one or more persons holding Notes or voting certificates or being proxies whatever the principal amount of the Notes so held or represented, except any meeting the business of which includes consideration of proposals, inter alia, (i) to modify the dates on which interest (including Arrears of Interest) and/or principal is payable in respect of the Notes or the circumstances in which the payment of interest (including Arraars of Interest) and/or principal may be deferred, (ii) to reduce the Margin, to reduce or cancel the principal amount of or interest (including Arrears of Interest) on, or to vary the method of calculating the rate of interest in accordance with Condition 4 on, the Notes, (ii) to reduce the Fixed Interest Rate, (iv) to change the Reset Date, (v) to change the currency of payments on the Notes, (vi) to modify the provisions of Condition 2, or (vii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution in which case, the necessary quorum will be one or more persons holding or representing not less than two-thirds, or at any adjourned such meeting not less than one-third, in principal anount of the Notes for the time being outstanding. A resolution in writing signed by one or more Noteholders holding or representing not less than 75 per cent. in principal amount of the Notes for the time being outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of the Noteholders duly convened and held in accordance with the provisions contained in the Trust Deed.

An Extraordinary Resolution passed at any meeting of Noteholders will be binding on all Noteholders, whether or not they are present at the meeting and on all Couponholders.

The Trustee may agree (subject to the Trust Deed), without the consent of the Noteholders, to any modification (except as set out above in relation to the higher quorum requirements at any meeting of Noteholders) of, or to any waiver or authorisation of any breach of, any of these Conditions or any other provisions of the Trust Deed or the Paying Agency Agreement which, in the Trustee, is not materially prejudicial to the interests of the Noteholders or to any modification which, in the opinion of the Trustee, is of a formal, minor or technical nature or to correct a manifest enor. No modification to these Conditions or any provisions of the Trust Deed (other than a modification which is of a formal, minor or technical nature or to correct a manifest error) shall become effective unless the Issuer has given at least one month's prior written notice to, and received no objection from, the FSA (or such shorter period of notice as the FSA may accept and so long as there is a requirement to give such notice).

The Trustee, if it is satisfied that so to do would not be materially prejudicial to the interests of the Noteholders or Couponholders, may agree with the Issuer, without the consent of the Noteholders or Couponholders, to the substitution on a subordinated basis equivalent to that referred to in Condition 2 of any person or persons incorporated in any country in the world (other than the United States) (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, the Notes and the Coupons provided that:

(i) manner satisfactory to the Trustee, agreeing to be bound by the terms of the Trust Deed, the Notes, the Coupons and the Talons, if any, 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, the Coupons and the Talons, if any, as the principal debtor in place of the Issuer (or of any previous Substitute Obligor, as the case may be);
(ii) under the Trust Deed, the Notes, the Coupons and the Talons are guaranteed by the Issuer 's successor in business) on a subordinated basis equivalent to that referred to in Condition 2 and in the Trust Deed and in a form and manner satisfactory to the Trustee;
(ii) if the directors of the Substitute Obligor or other officers acceptable to the Trustee shall certify that the Substitute Obligor is solvent at the time at which the said substitution is proposed to be effected, 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 is satisfied that the said substitution is not materially prejudicial to the interests of the Noteholders;
(without prejudice to the generality of (i)) the Trustee may in the event of such substitution agree, without (v) the consent of the Noteholders, if Couponholders, if any, to a change in the law governing the Trust Deed and/or the Notes and/or the Coupons and/or the Talons, if any, provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Noteholders;
(vi) if the Substitute Obligor is, or becomes, subject generally to the taxing jurisdiction of a territory or any authority of or in that territory with power to tax (the "Substituted Territory") other than the territory of the taxing jurisdiction of which (or to any such authority of or in which) the Issuer is subject generally (the "Issuer's Territory"), the Substitute Obligor will (unless the Trustee otherwise agrees) give to the Trustee an undertaking satisfactory to the Trustee in terms corresponding to Condition 9 with the substitution for the references in that Condition to the Issuer's Territory, of references to the Substituted Territory whereupon the Trust Deed, the Notes, the Coupons and the Talons, if any, will be read accordingly; and
(vii) 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 and in connection with the exercise of its functions, 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 in particular 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 or Couponholder 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 9 and/or undertaking given in addition therefor pursuant to the Trust Deed.

Any such modification, waiver, authorisation or substitution shall be binding on all Noteholders and all Couponholders and, unless the Trustee agrees otherwise, any such modification or substitution shall be notified to the Noteholders in accordance with Condition 14 as soon as practicable thereafter.

12. Replacement of the Notes, Coupons and Talons

Should any Note, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed it may be replaced at the specified office of the Principal Paying Agent (or any other place of which notice shall have been given in accordance with Condition 14) upon payment by the claimant of the expenses incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Notes, Coupons or Talons must be surrendered before any replacement Notes, Coupons or Talons will be issued.

13. Indemnification of the Trustee

14. Notices

All notices regarding the Notes will be valid if published in one leading London daily newspaper (which is expected to be the Financial Times) or, if this is not practicable in the Trustee, in one other leading English language daily newspaper which is approved by the Trustee with circulation in Europe. Any notice published in a newspaper as aforesaid shall be deemed to have been given on the date of such publication or, if published more than once, on the date of the first such publication is not practicable in any such newspaper as aforesaid, notice will be valid if given in such other manner, and shall be deemed to have been given on such date, as the Trustee shall approve.

Further Issues 15.

The Issuer is at liberty from time (but subject always to the terms and conditions of the Trust Deed) without the consent of the Noteholders or the Couponholders to create and issue further bonds, notes or debentures (whether in bearer or registered form) either (a) ranking pari passu in all respects save for the first payment of interest thereon) and so that the same shall be consolidated and form a single series with the outstanding bonds, notes or debentures of any series (including the Notes) constituted by the Trust Deed or any supplemental deed or (b) upon such terms as to ranking, subordination, interest, redemption and otherwise as the Issuer may determine at the time of their issue. Any further bonds, notes or debentures which are to form a single series with the outstanding bonds, notes or debentures of any series (including the Notes) constituted by the Trust Deed or any supplemental deed shall, and any other further bonds, notes or debentures may (with the consent of the Trustee), be constituted by a deed supplemental to the Trust Deed.

16. Contracts (Rights of Third Parties) Act 1999

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

Governing Law 17.

The Trust Deed, the Notes, Coupons and the Talons are governed by, and shall be construed in accordance with, English law.

SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM

Each Temporary Global Note and Permanent Global Note contains which apply to the Notes of the relevant Tranche while they are in global form, some of which modify the effect of the terms and conditions of such Notes as set out in this document. The following is a summary of certain of those provisions (references to the Notes, the Noteholders, the Global Notes, the Temporary Global Note, the Permanent Global Note and the Terms and Conditions being to the Notes, the Noteholders, the Temporary Global Note, the Permanent Global Note and the Terms and Conditions, respectively, of each Tranche):

1 Exchange

Each of the Temporary Global Notes and the Permanent Global Notes is exchangeable as described under the "Terms and Conditions of the Sterling Undated Notes", "Terms and Conditions of the Ever Undated Notes" and the "Terms and Conditions of the Dated Notes" set out in this Offering Circular.

2 Payments

No payment will be made on any Temporary Global Note unless exchange for an interest in the relevant Permanent Global Note is improperly withheld or refused. Payments of interest on a Temporary Global Note will only be made upon certification as to non-U.S. beneficial ownership. Payments of principal and interest in respect of Notes represented by a Permanent Global Note will be made against presentation for endorsement and, if no further payment falls to be made in respect of the Notes, surrender of such Permanent Global Note to or to the order of the Principal Paying Agent or such other Paying Agent as shall have been notified to the Noteholders for such purpose. A record of each payment so made will be endorsed in the appropriate schedule to the relevant Permanent Global Note, which endorsement will be prima facie evidence that such payment has been made in respect of such Notes. Condition 7(b) and (c) of the Dated Notes, the Sterling Undated Notes and the Euro Undated Notes will apply to definitive Notes only.

3 Notices

So long as any Tranche of Notes is represented by a Global Note and such Global Note is held on behalf of a clearing system, notices to the applicable Noteholders may be given by delivery of the relevant notice to that clearing system for communication by it to entitled accountholders in substitution for publication as required by the relevant Conditions.

4 Prescription

Claims against the Issuer in respect of principal and interest on the Notes are represented by a Global Note will become void unless it is presented for payment within a period of 10 years (in the case of principal) and five years (in the case of interest including any arrears of interest) from the Relevant Date (as defined in Condition 3 of each Tranche of Notes).

5 Purchase and Cancellation

Cancellation of any Note required by the relevant Conditions to be cancelled following its purchase will be effected by a reduction in the principal amount of the relevant Global Note.

6 Trustee's Powers

In considering the interests of Noteholders while a Permanent Global Note is held on behalf of a clearing system, the Trustee may have regard to any information provided to it by such clearing system or its operator as to the identity (either individually or by category) of its accountholders with entitlement as against the clearing system or its operator to amounts of principal in respect of a Permanent Global Note and may consider such interests as if such accountholders were the holder of such Permanent Global Note.

USE OF PROCEEDS

The net proceeds of the issue of the Notes, expected to amount to approximately £787,576,000 in respect of the Sterling Undated Notes, €493,355,000 in respect of the Euro Undated Notes plus €641,478,500 in respect of the Dated Notes, will be used to fund the general business and commercial activities of the Group.

DESCRIPTION OF THE GROUP

Overview

The Issuer

The Issuer is the holding company for one of the world's leading global insurance groups. The Aviva group of The issuel is the "Group") is the world's seventh-largest insurance group' and one of the companies in Europe'. Its main activities are long-term savings, fund management and general insurance. I'de of the in burope: Instillant activities are long-cent surmisy, this market of around 12% and around 14% of the general insurance market1.

The table below shows the analysis of operating profit from continuing operations' of the Group's major I he lable below shows the analysis of operating promotions of the six-month period ended 30 June 2003:

Achieved operating profit before tax	For the six months ended 2003	For the year ended 30 June 31 December 31 December 2002	2001 **
	£m	£m	£m
Achieved operating profit before tax - continuing operations3
Life achieved operating profit	705	1,524	1.665
Health	27	61	70
Fund management	10	5	29
General insurance	387	881	876
Non-insurance operations*	(47)	(99)	(92)
Corporate costs	(56)	(218)	(187)
Unallocated interest charges			(247
- internal	(104)	(228)
- external	(94)	(206)	(179)
Achieved operating profit before tax - continuing operations34	828	1,720	1.935
Modified statutory basis operating profit before tax - continuing operations35	638	1,218	1,464

including wealth management results

restated for the effect of Financial Reporting Standard 19

In reporting the Group's headline operating profit, life profits have been included using the achieved profit basis. The basis used for reporting achieved operating profit is consistent with the draft guidance circulated by the I he basis asco for reporting as to openas focused on the achieved profit basis, as the Group believes that Association of Driusn misurely atis measure of the performance of life businesses than the modified the acmeved operains profit basis is used throughout the Group, and by many in the investment community, to assess performance. The modified statutory basis, which is used in the statutory financial statements, is also identified in the headline figures. Modified statutory operating profit before tax for the six statements, is also received in the million (year ended 31 December 2002: £1,218 million; year ended 31 December 2001: £1,464 million).

The Group was formed by the merger of CGU plc (renamed CGNU plc on completion of the merger, and THE Croup was romaned Aviva plc on 1 July 2002) and Norwich Union plc on 30 May 2000. CGU plc and Norwich Subscuremy renaility major insurers operating successfully in the long-term savings and general insurance Onlor ple were cour mays as not considerable duration. CGU plc was formed in 1998 from the merger of

Based on gross written premiums from continuing operations for the year ended 31 December 2002.

Based on APE (as defined on page 53) for the six months ended 30 June 2003.

Continuing operations represent the results of those businesses which form part of the engel increases member which med Continuing operations repeating insural insurance operations and US general insurance operation which were disposed of in December 2002 and June 2001 respectively.

Including life achieved operating profit and stated before tax, amortisation of goodwill and exceptional items.

Including in actived of goodwill, amortisation of acquired additional value of in-force long-term business and exceptional items.

Commercial Union of Connectial Accident plc. Commercial Union was established in 1861, General Accident a
reas and Concel Newsigh Union was founded in 1797. Commercial Union Pic and Gellera Hooked Provided in 1797.
was founded in 1885 and Norwich Union was founded in 1797.

was founded in 1885 and router on a public limited company, registered mumber 246866. The authorised The Issuer is incorporated in England in 1 minuted company shares of 25 mart, of Which, of Which, of Which, of Which, of Which, share capital of the Issuer is £950 million divided more of the March 1988 million irredeemable preference shares
2,257,040,425 had been issued and see fully paid, and 200 2,257,040,425 nact Doch louve been issued and are fully paid.

of £ ) each, all of W Helen's, I Undershaft, London EC3P 3DQ. The memorandum and articles
The registered office of the states decements of the Issuer The registered office of the issues is overs of the Issuer.
of association form the constitutional documents of the Issuer.

Organisational structure

Organisational stripture
The following chart shows at 30 June 2003, in simplified form, the organisational structure of the Group. The I he Tollowing Chrare company of the Group:

Group aims and strategy

Group anns and surate a leading European-based financial services provider, with a focus on Iong-The aim of the Crown. The Grown. The Group is committed to developing a world-class fund management
term savings as its endited in of in encompliments earnings. To reneats re term savings as its engine of grown. The Group is committed to teverals real value for its shareholders,
business and to raising the get and instrace earnings. To generate re business and to raising the quality of its general moditares it can achieve a leading position.
the Group concentrates on markets where it believes it can achieve a leading p

In summary the Group's strategy is:

minary institutions business aggressively and profitably .
to build a world-class fund management business
to build a word can back of the general insurance, with disciplined underwriting and efficient claims-. handling
to build top-five positions in key markets .

to withdraw from lines of business or markets that do not offer the potential for market-leading positions or superior returns

Brand

In February 2002, the Group announced its intention to rebrand itself and change the name of the parent company In February 2002, the Group announce its meants of rebranding the Group's worldwide trading the maing to Aviva pic. COTVO pic challe of I vary 2017 2017 2017 2017 2011nental European and international operations is well underwiy and nate over volifican in the United Kingdom, Hibernian in Ireland, Delta in in businesses. The main oxeoplions which are being retained due to the strength of these brands in their local markets.

Business of the Group

Overview

The Group is predominantly a life assurance provider and its activities are long-term savings, fund management I he Group is precommand y a mo assumise premium and investment sales of £28 billion from continuing operations' and general insuration in national mirroritan mirroases under management as at 31 December 2002. At the end of 2002, the Group had 59,000 employees and some 25 million customers worldwide.

The main Group operations are summarised below.

Long-term savings operations I.

Long-term savings business is the focus of the Group and its principal source of growth, with and personal Dolly-enn savings business is the 100at of the 9% of Group revenues by net written premium for the year ended premiums and investment sales accounting for 07 % or excepted written premiums and retail investment sales of December 2002. The Oroup reported tour 2002, which comprised £18.2 billion of long-term business of 1192 billion of retail investment sales. Life and pensions new business sales were £13.6 billion and premiums and £1 billion (before the effect of solvency margin) was £578 million for the year to 31 December 2002.

The table below shows a geographical analysis of the net premium written, including sales of investment products, I he lable velow sitews a googlephisan and your ended 31 December 2002 and 2001 and for the six-month period to 30 June 2003:

Net premium written and investment sales	For the six months ended 2003	2002	For the year ended 30 June 31 December 31 December 2001
	£m	£m	£m
UK	5,288	9,655	10.090
France	1.141	2,081	2,185
Ireland	217	469	રેક્ષે
ltaly	ਹੈ। ਤ	1,382	1,116
Netherlands (including Belgium and Luxembourg)	1,085	1.419	1,375
Poland	375	746	728
	834	1.489	1,034
Spain	279	618	719
Other Europe . . . . . . . . . . . . . . . . . . . . . . . . . International	୧36	1,341	1,160
	10,768	19,200	19,065

³ ibid p.50

⁶ Based on net written premiums.

The table below presents the life achieved operating profit by each business unit for the years ended 31 December 1
0002 I fie fable below process to e six-month period to 30 June 2003:

Life achieved operating profit	For the six months ended 2003	2002	For the year ended 30 June 31 December 31 December 2001
	£m	£m	£m
	339	ਦਰੇਰੇ	850
UK	90	228	227
France	31	75	79
Ireland	ਤੇਤੇ	52	રેરે
Italy	રતે	200	221
Netherlands (including Belgium and Luxembourg)	40	111	дд
Poland	71	83	80
Spain		(2)	18
Other Europe . . . . . . . . . . . . . International	30	78	36
	705	1.524	1,665

Market position

The Group, operating under the Norwich Union brand, is the leading long-term savings provider in the UK, with The Group, operating under the Norths ender 30 June 2003 (based on anyul premium equivalent).
a market share of around 12% for the six months ended 30% of the began a market share of around 12% for the six hibhuis encome (total new with memment besinesses Long-term savings products in the UK replesented 25 m the Group's Continental European businesses on ended 31 December 2002. Long-lem samply products 11 December 2002, and reflected the oneoing success
represented 29% of total Group net written premiums as at 31 becember in represented 29% of total Group netwere permission is now the provider in Spain and has topof its European bancassurance chamels and Party of Parks and has topof its European bancasurance chailles, Inc. Cloup is and Turkey and has strong maket positions in
five positions in the Netherlands, Ireland, Poland, Singapore, and The Group five® positions in the Netierlands, Trailie, France, Furopean operations contributed 92% of the Group's worldwide
France, Italy and Australia. UK and Continental European ope I rance, nary and riness sales in the year to 31 December 2002.

Products

I routes
The Group's long-term savings offers a broad range of life assurance and asset accumulation products, The Group's long-term savings business on individual customers, the Group offers regular including, inter alia, pensions, savings products and mortgage procicion policies. The individual asset accumulation products include, inter alia, life investment bonds, personal pensions , mortgage endowment accumulation products include, mier alle, investment bonest products of the many of the proup personal pensions.

Distribution

The Group's life businesses sell their long-term savings products the well as direct to The Group's life businesses sell ther long-elill savmassurance and organts on well as direct to including brokers and other internetiality, barcessurance, with worldwide new business sales customers. The Group has a leading postion in Laropean varian and and new hands so through its bancassurance chamels increasing Jord in the reasting agreements and new bancassurance expand its balleassuration and 2003 in the Netherlands, Italy and Spain.

Fund Management 2.

The fund management business invests both shareholders' and policyholders' funds and provides investment modules, The fund management business invests bour state pareling and selling retail investment products.
management for institutional pension fund mandates, as well as developing and Its main operations are in the UK, France, the Netherlands and Australia.

^10% of new single long-term savilgs premiums for the three months ended 31 March 2003.
December for the Sallarley Notherlands: Gross written premiums for the vear ende 8 Based on gross written premiums for the monities checes of the year ended 31 December 2002, Ireland. APE for the six months Determined as follows: Networking for the tree months ended 31 becamor 2002; Singager: APE for the months
ended 30 Inc. 1000; Tolen promimes for the the months ended 31 March ended 30 June 2003; Polanc: Gross written premiums for the three months ended 31 March 2003.
ended 30 September 2002; Turkey: Gross written premiums for the three months ende

^{------------------------------------------------------------------------------------------------------------------------------------------------------------------------------}10% of new single long-term savings premiums.

Market position

With worldwide assets under management totalling some £208 billion as at 31 December 2002 and around £229 With worldwide assess thier management wanning some and the third largest UK-based fund management business.10

Brand and products

The Group's business operating in the Morley Fund Management brand manages equities, Incel The Group's business operating in the OR under and read retail clients. In addition. Morley income and property investments on belial of mistmations, propositions which it believes will become an increasingly important sector of the market.

In France, the Group's fund management business operates as Aviva Gestion d'Actifs (formerly Victoire Asset Management).

The Group's Dutch fund managers operate under the Delta Lloyd and Ohra brands, and in Australia the fund management business operates under the Portfolio Partners brand. The Group also offers Navigator, a master tust investment platform which offers customers a series of options allowing them to build tailored investment investment platform with offers casonics a scree of oplicis and high recently been launched in Singapore.

General insurance and health insurance 3.

The strategy of the Group's general insurance business is to focus primarily on personal lines (typically home) The strategy of the Group's gelleral instrance basiness is to lower and had in its chosen makets motor and travel cover) and the misulatic necess of shill. General insural insural 21 Desember 2002 In the year and to combine value for molley will excellent customer of the year ended 31 December 2002. In the year accounted for 31% of the Group reported general and health insurance net written premiums of £8,733 million and operating profit of £942 million from continuing operations?.

The table below shows a geographical analysis of the net premium written by each business unit, for both general project to The table below shows a geographical analysis of the her premium hands of the six-month period to 30 Inne 2003:

Net premium written - continuing operations3	For the six months ended 2003	2002	For the year ended 30 June 31 December 31 December 2001
	£m	£m	£m
UK	2.632	5,004	5.019
	376	ર જિર્	800
France	319	377	456
Ireland	734	ರಿಕ್ಕರ	886
Netherlands	116	408	499
Other Europe . . . . . . . . . . . . . . .	ર્સ્ટ	1,000	878
Canada International	182	381	153
	4,924	8.733	8,691

In line with the Group's strategy, it has actively withdrawn from lines of business and markets which of the firmself of In line with the Group's strately, which it is a creation in the or country of the Group completed the disposal of the following general insurance businesses:

CGU Courtage SA (profit on disposal of £6 million);
Royal Saint Georges Banque (profit on disposal of £1 million);
· Plus Ultra Compania Anonima de Seguros y Reaseguros (profit on disposal of £94 million);

ibid p.50 3

Based on assets under management as at 31 December 2001. 10

. The Australian and New Zealand general insurance businesses held by CGU Australia Limited and Belves
Callery of the contraliance of CCC william) and The Australian and Now Estatus growInvestments Limited (loss on disposal of £66 million); and
· Sabre Insurance Company Limited (loss on disposal of £20 million).

Results for years ended 31 December 2002 and 2001 and for six months ended 30 June 2003

The table below presents the operating profit by each business unit, for both general insurance and health The table below presents the operating profit of each business uning 10 - Outley - Starts of June 2003:
insurance, for the years ended 31 December 2002 and 2001 and for the s

Operating profit - continuing operations3	For the six months ended 2003	2002	For the year ended 30 June 31 December 31 December 2001
	£m	£m	fm
	317	620	રેજેક
UK	18	57	67
France	43	44	48
Ireland	32	રેર	72
Netherlands . . . . . . . . . . . . . . . . . . . . . . . . .	16	49	41
Other Europe . . . . . . . . . . . . .	(33)	80	72
Canada International	21	37	48
	414	942	946

Market position

Market position The Group is the leading general insurer in the US and Insurance operations in France and in Asia
Netherlands and Singapore. The Group has additional general insurance operat including Malaysia, Thailand and Hong Kong.

Including Malkyon, Thanks and Corporation of the Group's total general insurance and Operating in the UK under the Norwich Stare, More of March 11, 2017 and

Classes of business and distribution

Chasses of Canness .
The Group's general insurance becaused liebility ond property overage and it has moved away The Group's general insurance buttentates on fraders and propenty overage and it has moved away
businesses by providing motsehold, travel, general liability and propenty onli businesses by providing motor, housending and parts of open your of a disciplined underwriting
from larger commercial risks. The Group continues to manage is portforiate, Par from larger commercial risks. The Group continues it accepts and taking ration where appropriate. Part of
approach through a rigorous assessment of the risks it accepts and approach through a rigorous assessment of the risks it accept and the more of the morely of the engely of a variety of the Group's commitment to exceeding customer expectations is to provide in provide in proceety of a high street broker.

ibid p.50
Determined as follows: UK, Irelands and Canada: Gross written premiums for the year ended 31 December 2002;
1 December 2002 Conference on de 31 December 2001 11 Determined as forfows: UTC, Trenchs, Frencher 31 December 2001.

Financial Results

The table below presents the profit after tax of the Group for the years ended 31 December 2002 and 2001 and the interim results for the six-month period to 30 June 2003:

Profit after tax3	For the six months ended 2003	For the year ended 30 June 31 December 31 December 2002	2001 *
	£m	£m	£m
Achieved operating profit4 Adjustment to modified statutory basis for life business Modified statutory basis operating profit - continuing operations Discontinued businesses Other items Exceptional items	828 (190) 638 (92)	1,720 (502) 1,218 78 (274)	1,935 (471) 1,464 48 (182) (રત)
Operating profit before tax Short term fluctuation in investment returns Change in equalisation provision (Loss) / profit on sale of subsidiary undertakings	546 250 (28) (26)	1,022 (1,243) (57) (4)	1,271 (988) (26) 287
Profit/ (loss) on ordinary activities before tax Tax	742 (211)	(282) (206)	રી વિ (198)
Profit / (loss) on ordinary activities after tax	રેંડી	(488)	316

Restated for the effect of Financial Reporting Standard 19 ( FRS 19')

Resided to the ellection the year ended 3 (21 The principal impact of the charge from the accounting policy applical FRS 19 was effective from the year ended 31 December 2002. In the classe one and unecessed appreciation of any constitution of under Statements. The addition results in a seduction in the find appropriations for with-rofit life.
investments. The addition for the results in a reaction in the fine asso investmans. The addition in proxism reserve for eeneral interness . In the case of may case of maysess the uses of musices the visualitys business and a reduction in profit and lefect on shareholders' finds. This is because the econding in the recolumn in the e establishment of an additional defect day a coresponding increase in the revealized more of the reserve representing additional value of
profit and loss account reserve is a profit and loss account reserve is compensation in the reviews in the reviews of the surposes.
in-force long-term business. The Group has chosen to adopt the discounting opti

in-force long-term business. The Oroup no closed in associating of the profit and loss account for the year ended 31 December 2001.

Exceptional items in 2001 include £49 million in respect of integrative schemes which relate to the Exceptional Tiems in 2001 Include 249 minitor in Topper or sames of which are payable to certain staff
integration of the former CGU and Norwich Union business of which are p integration of the former COO and Not with Omilion relates to the grant of integrating the acquired businesses and senior management. A luttler charge of the more as The Insurance Corporation of Singapore).
of Fortis Australia Limited and Aviva Limited in 1998 in the shares of \$52 mil of Fortis Australia Limited and Aviva Limited (10 million include a charge of £52 million elating to the amorisation of Other tiems of £92 million in the six months cities and £40 million for the anothsation of amortisation of goodwill on long-term business. Other items of £274 million in the year ended 31 acquired additional value of the toning to the amortisation of goodwill on long-tem and non-December 2002 include a charge of 2155 ininon relation of acquired additional value of inforce long-term long-term business and £139 million in the year ended 31 December 2001 include a charge of £87 million for the amortisation business. Other nems of £102 inimor in the your endor of a g-term business, £64 million for the amortisation first the Firster of acquired additional value of in-force long-term business and £31 million in importance market and he of acquired additional Value of "in-fore" form" outlets" in volatility in investment assumptions Compensation Science levy. The short-citi national conserved to the Group's long-term investment assumptions.

5 ibid p.50

³ ibid p.50

⁴ ibid p.50

Recent developments

New agreements

ABN AMRO

ABN AMAO
Delta Lloyd, the Group's top-five BLAMBO in May 2003, I Inder the agreement for a Delta Lloyd, the Group's top-tive in and pelisions in are now of the agreement, the Group new bancassurance arrangement with ABN AMRO's life and pension new business sales with effect from 1 January 2003.

Caja de Granada

Caja de Grander 2002 a new bacassurance partnership with Spanish savings bank, Caja de The Group announced in September 2002 a new batter pattion in the Spanish long-term savings maket, Granada. This new partnership will enhance Aviva S strong position in the open the more of the third quarter of 2003.

India and China

Thuru and China
Sales through the Group's ventures in the commenced recently and a bancassurance partnership Sales through the Group is venture patnership with Dabur Group and a bancassurance pattership
India, the Group has established a joint venute opatnership with and as adrest s India, the Group has established a point venure parties and has a direct sales force. A total of 12
with Canara Bank, India's second larges banks in terms of neaply in Almeda with Canara Bank, India's second largest banks in the most recent branches opening in Almedabad, Jaipur branches were open by the end of the second quarter, while most the Group's joint-venture life
and Guwahati. In China, sales of traditional risk and Javanu 2003 and Guwanati. In China, state of actual planned on 1 January 2003.

Agreement with Médéric

Agreement with Moders
Following the announcement in July 2002 that the Group was in discussions to establish a partnership, this Following the announcement in July 2002 that the erms of an agreement between Ariva France and Médéric
agreement was finalised at the end of 2002. Under the terms of an Médér agreement was finalised at the end it 2002. Uncer the establishives to Médéric with effect from 1
to establish a partnership, Aviva France transfered its group protection bus to establish a partnership, Aviva France Italistics in Strough the venture with Médéric are expected to
January 2003. Sales of a range of individual life products through the commence in the second half of 2003.

Operational initiatives

Operations in India

Operations in Than In February 2003, the Group announces plans to built and common and more around 1,000 people by
operation in India for its UK general insurance business. The new operations o operation in India for its UK general insurance business. The openation of call and claims centres. This the end of 2003 and will form part of Norwich Unions getical nicitivity and capacity, while providing
initiative will give the Group's UK general insurance business o initiative will give the Group's Off general mouralies of service to customers.
further scope to enhance efficiency and deliver a high level of service to customers.

Cost savings

Cost are action in the first half of 2003 to improve operational efficiency and toests are The Group has taken action in the first hat of 2001 in the elections of the more of the maintenal projects, and appropriately aligned to revenues. Hurde rates half of 2003, resulting in a net benefit of £30 million there was a reduction of around 700 por incremental developments pending of £10 million in the to the profit and loss account in the period. There was fination programme ("GFT™") and the first half of 2003 in respect of the Group's groups in India. The Group estimates that development of the Group's new call critic foll year 2003 will be approximaly £60 million after bearing
the net benefit to the profit and loss account for the fift uife and e the net benefit to the profit and loss account tot the rear was of I fif ead general insurace businesses
one-off costs of £30 million associated with the 900 yob nears mandin one-off costs of £30 million associated with the social of £50 million in the full year. The full year. The full
announced in July 2003 and after increased developments perfi announced in July 2003 and ater incented to deliver an estimated benefit to the profit and loss
realisation of the actions taken so far in 2003 is expected to deliver future realisation of the actions taken of the into account the impact of inflation, future growth in the account of £175 million in 2004. This does not lake into account the million of the main a focus of management.

Based on gross written premiums to 31 December 2002. 12

ibid p.53 8

Interim results of the Group

Interim results of the Group announced its unaudited interim results for the six months to 30 June 2003, summarised as follows:

	Six months ended 30 June
	2003	2002
Consolidated profit and loss account data: Net premium written from continuing operations3 - Long-term savings,
including retail investment sales	£10,768m	£9,558m
Net premium written from continuing operations' - General and health insurance	£4,924m	£4,602m
	£828m	£955m
Group achieved operating profit -- from continuing operations3	24.5%	24.0%
New business margins33 General insurance combined operating ratio - continuing operations'	101%	101%
Consolidated balance sheet data: Shareholders' funds		£9,669m*
Net asset value per ordinary share' . .	468p	433p*
Interim dividend per ordinary share	9.0p	8.75p

As at 31 December 2002

As at 31 Deceirious 2002
Based on equity shareholder funds after adding back the claims equalisation provision

In February 2002, the Group re-based the 2002 full year dividend to 23.0 pence net pershare. The Group believes of In February 2002, the Group re-based the 2002 inn and the retention of capital to take advantage of this strikes the appropriate batance between divisions and to adopt of progressive policy of growing profitable growth opportunities. From this new base, and and and one over in a range of 1.5 to
dividends by approximately five per cent per annum, whilst looking to success h dividends by approximalely hive per cent per announce startery solversy basis. On 31 July 2003, therim divided 2.0 times operatings anter ax, measured on a modified backed of 2.9% on the 2002 interim dividend.

Board declared an annual and and 20 June 2007 This increase reflected the begrefits of a similicati Long-term savings net written premium increased by 4.720 ministerese reflected the benefits of a significations 2003, compared to the six mond pensor and 2003 with the gowth in new business sales as a fall in new volume of institutional business won by intores, particularly in Spain and Italy. Offecting this was a fall in new through the Group S balleasurance vehicles, remarts, difficult market conditions.

business life and pensions sales continued to grow with a modest increase over the prior quarters and the half New business life and pensions sales continued to grow with a mbused one the last four quarters and the half million. Sales in the UK, wille lower than hall your business seles in Continental Europe increased significally, year results continue this trend. Life and pellsion is European bancassurance armansments.
up 26%4, and reflected the continuing success of the Arangean by ayear sales in the International life and pension new business sales increased 21%", driven by strong half-year sales in the US,
International life and pension new business sales increased 21%" International life and pension new business sales investment president mew besiness continues to be slow,
although the rate of growth in sales has started to slow mates altho although the rate of growin in sales nas stated to slow. It was a be Group expects these to recover reflecting current consumer cauton towards. New business margins" were 24.5% overall for the Group, in
with a return of confidence to the market. New business margins" were 2 with a return of connective year ended 31 December 2002.

General insurance net written premiums from continuing operations, including health premiums to follow its strategy of General insurance net written premiums of 2003, as the Crowns names to follow its strategy of £322 million to £4,924 million in the mist six monds of 2005, and maintaining strong rating action.
focusing on personal lines and small commercial businesses and maintaining

The Group benefited from a favourable rating environment and better-than-expected claims. The Group benefited from a favorable in the first half of 2003. General insurace operating profit from experience in its major European billion), however this included the impact of a fall in the continuing operations was 1.587 million lower at £458 million, and the one of £70 million relaing
longer-term investment return, £65 million lower at £458 million and the one longer-term investment relum, to il misural company, part of the Crown's Canadian general insurance to the strengthening of reserves in Priviting Ration ("COR") for the half vear was maintained at 101%, despits this business. The Group's Commed Operature Kato ( COR 7107 was 99%. COR represents the level of claims impact. Excluding the impact of Piol, the Oroup's underlying OCT ... See of the underlying underwriting profitability.

ibid p.50 3

ibid p.50
A UK industry standard calculation based on new business contribution (before the effect of solvency margin) divided by sales 13 A OK industry on annual premium equivalent basis.

Growth rates calculated on a local currency basis.

Equity shareholders' funds at 30 June 2003 of £10,219 million showed an increase of £750 million compred to Equity shareholders' Tunds at 30 June 2003 of £10,213 million and the benefit of exchange movements
the full year 2002. This reflected an improvement in investment returns an and was after the cost of the interim dividend of £203 million.

As at 30 June 2003, capital employed in the Group's operations had increased to 18.5 billion (31 December 2002: As at 30 June 2003, capital employed in the Ordap operation impact of movements in the Euro t 17.3 billion, reflecting relatied promos for the not of the may be of £273 million as a result of an increase in commercial paper issuance.

In addition to its external funding sources, the Group has a number of internal debt arrangements in place, the total lightlifies In addition to is external inndify sources, inc. Crowp now the assess supporting technical liabilities.
of which was £3.7 billion as at 30 June 2003. These are more are enebl of which was £3.7 billion as at 50 Julie 2005. Thisse arross the Group. They have also enabled the Group been in nature, they to be invested into the pool of central capital for use actoss the Orough interestman boans in nature, they cash from some parts of the capital base for the purpose of capital management. All internal loans have been negotiated at market rates and are appropriately serviced.

It goal.
The ratio of the Group's external debt to shareholders' funds on incontinued operating profit, was 16 times, The ratio of the Group's external debt to sharenouders Tulles "Was 1979 (SP 27 2011).
which measures the extent to which external interest costs are covered by achieved opera (31 December 2002: 14 times).

At 30 June 2003, the average free asset ratio of the Group's main UK life with-profit trading increased 77% excluding At 30 June 2003, the average free asserratio of the Orodo Summit items, and 7.7% excluding
to 14.0% (10.0% excluding implicit items) (Full year 2002: 11.8% including in to 14.0% (10.0% exchuing implicit it in your 2002: 11:00 assus. Allion). This value is based upon as based upon a implicit items). The orphan estate after allowing for over £4 billion in respect of the expected cost of guarantees and the glidepath.

The Group's principal UK general insurance regulated subsidiaries are CGU International Insurance of the Group's The Group's principal UK general insurance ("NUI"). CGUI is the parent company of the Croup's
("CGUII") and Norwich Union Insurance ("NUI"). CGUI is the partment at 1,3 times ("CGUIT') and Norwich Union Insuralie ( Nor ). COOL 10 also planes estimated at 4.3 times for overseas life and general misuralies. Borvency capital of the combined general insurance and verseas life.
CGUII and 3.1 times for the NUI group. The solvence 2002 (21. Decem CGUII and 3.1 limes for the NOT group. The sorveney capital of the common of the 2003 (31 December 2002: £2.2 billion).

The Group uses risk based capital as one of its measures to assess the capital requirements for its general instranser a The Group uses fisk based capital as one of its measures to assoc and considers these insts over as model, the sist hased businesses. Ifs current methodology assesses matraness grown. Based on the Group's model, the risk based capital requirement for its general insurance business grown. 2003 was £3.3 billion. A remaints £3.1 billion. A remaints over cu capital requirement for its gelecal illisulation of suitesses at 50 over 1.7 times the minimum solvency requirement.

The Group had an estimated excess regulatory capital, as measured according to the EU Insurage freuresmts the The Group had an estimated excess regulatory capital, as meet 2002: £0.7 billion). This measure represents the Directive, of the aggregate value of the regulatory capital employed in the business over the aggregate minimum excess of the aggregate value of the regulatory capital only of the surplus held in the Group's UK fife funds.

A 130 June 2003, the aggregate value of with-profit funds in the UK life business invested on behalf of the Group's At 30 June 2003, the aggregate value of with-prom included 36% (31 December 2002: 35%) invested poincynolors announted to be climent 2002: 44%) invested in fixed interest products.

On 10 September 2003, Standard and Poor's reaffirmed the financial strength rating of A ( 'very stone's other core On 10 September 2003, Standad and Fool's reading in and intensional strength raing on the Group's other core operating entities was also reaffirmed on this date.

ાર Including subordinated capital.

Industry developments

Pension mis-selling

The pensions review of past sales of personal personal personal personal provision of some 468 million The pensions review of past sales of personal pellsion policed. A provision of some £68 million from occupational schemes, as required by the roll, has may of the few remaining cases, the anticipated cost of any (2001: £96 million) remains to meet the Financial Services Compensation Scheme. It continues to
guarantees provided, and potential levies payable to the Financial or meet the guarantees provided, and polential leffect either on the Group's ability to meet the expectations of policyholders or on shareholders.

Guarantees on long-term savings products

Outlines of their operating activities, various Group companies have given products, Including interest As a normal part of their operating activities, valuations and froduction intell Kingdom,
rate guarantees, in respect of certain long-term insurate and froduct on a grown onl rate guarantees, in respect of certain msurance une revolved individual and group pension policies have become in common with other pension and the pointy provides, the Oreagn (193, such policies have become
in the 1970s and 1980s with a guaranteed annuity rate option ("GA O"). Since in the 1970s and 1980s with a guaranteed annuty face opensive ( STP ) Smart ( )
more valuable to policyholders, and more costly for insurers, as current annuity rates have fa interest rates.

merest rates.
Reserving policies for the cost of GAOs varied until a ruling by the miling consistent with the Groun's Reserving policies for the cost of GAOS varied by all companies. Provins and the Group's
2000 which effectively required full reserving by all companies for the beginner 2000 which effectively required full reserving of an company of CAC had aready been established.
ordinary reserving practice in respect of such of che conceine procities a a ordinary reserving practice in respect of such onlyalions, in reserving practice as a result of the ruling. The No adjustinent was mass, or a that the existing provisions are sufficient.

Endowments

In December 1999, the FSA announced the findings of its review of mortgage endownents and expressed to cover fill In December 1999, the FSA announced in Intellige of its rollers on identify of mannel of cover full as to whether, given decreases in expected in the survey of mortgage endowments had enjoyed.
repayment of mortgages. A key conclusion was that on and without as endowment Ne repayment of mortgages. A key conclusion was mall ble one without an endowment. Neverthels,
returns such that they had fared at wel TTF returns such that they had fared at they would in they would with believed policy-specific letters advising them whether their investment was on track to cover their mortgage.

In May 2002, in accordance with FSA requirements, the Group commenced sending out the neformance of their In May 2002, in accordance with FSA requirements, and information about the performance of their endowment policy update letters, with provide policynloaders. The Group will continue to send
policies and advice as to whether these show a projected shortfall TSA requireme policies and advice as to whether these show a projected are and and with FSA requirements.
these updates annually to all mortgage endowment holders, in accordance with FSA r

these updates annually to an artistigate An expense provision of t.50 million in the minus to be the directors' view that there will be no
the associated expenses of investigating complaints. It continues of objecto the associated expenses of invesugating complains. It continues to of policyholders or on shareholders.

Asbestos, pollution and social environmental issues

Asocsos, policitive and over and estatess, various companies within the Group receive general insurance In the course of conducting institless, values companies a therefrom, including claims in
liability claims, and become involved in actual or the see as askesting respect of a liability claims, and become involved in actual of these are claims in resect of asbestop poduction
respect of pollution and other environmental hazir. Avarajia and Civen the respect of pollution and other environmental inzalds. Andraina and Canada. Given the significant and handling in various jurisoncials, and these claims, the potential minder of incidents which they cover of delays that are experienced in the nother of the availability of reinsurance, the ultimate cost and the uncertaintes associated with example and the was such. It hibitilities is not significant and, on cannot be determined with cellanty. Inowever, the Oreal of provisions made for general insurance claims,
the basis of current information and having regard to the financial o the basis of current information and having regard to the fore of provincial impact on the financial position of the Group.

Split capital investment trusts

The Group's fund management subsidiary, Morley Fund Management Limited, acts as investment advisor for a The Group's fund management Subsidialy, Molley FSA launched extensive and industry-wide investigations into allegations of collusion by fund managers, mis-selling by invenediaries, and the production investigations into allegations of contral. In July 2003, the FSA amounced that it had broadened that it had broadened the and distribution of misleating marketing material. In 1017 and individuals. As part of these coverage of the collusion investigations to cover a ranger information to the FSA. These investigations, Morley Fund 'Manageinent Liftlied This voor lime and the FSA is expected to publish its findings in due course.

Management

Directors of the Issuer

Directors of the 1ssuer of the Issuer and their principal directorships (if any) performed outside the The following is a list of directors of the Issue, as a the date of the date of the date of this decument. The business
Group which are or may be significant with respect of Group which are or may be significan with respect to the Issue, as a mo an and of the more of each of the submitted by JDQ.
address of each of the directors referred to below

Name	Responsibilities in relation to the Issuer	Other significant directorships
Pehr Gyllenhammar	Chairman and Non-executive Director	Governdance Limited Lazard Freres & Co LLC (Senior Advisor) Reuters Founders Share Company Limited (Chairman of the Trustees) Swedish Ships Mortgage Bank (Chairman) Lagardère SCA (Member of the Supervisory Board) Renault Nissan (Member of the Advisory Board) PlaNet Finance (Member of the Supervisory Board) European Financial Services Round Table (Chairman)
Richard Harvey	Group Chief Executive	Association of British Insurers (Chairman)
Mike Biggs*	Group Finance Director
Philip Scott	Executive Director
Patrick Snowball	Executive Director	Pool Reinsurance Company Limited (Non- executive Director)
Philip Twyman**	Executive Director
George Paul	Deputy Chairman and Non- executive Director	Agricola Group Limited (Non-executive Chairman) Fleming Overseas Investment Trust plc (Non- executive Chairman), Notcutts Limited (Non-executive Director)
Guillermo de la Dehesa	Non-executive Director	Bank Santander Central Hispano (Non-executive Director) Goldman Sachs Europe (Non-executive Vice Chairman) Campofrio (Director) Unión Eléctrica Fenosa (Director) Telepizza (Director)
Wim Dik	Non-executive Director	Vos Logistics (Non-executive Director) ABN AMRO Bank (Member of the Supervisory Board) TNT Post Group (Member of the Supervisory Board) Unilever (Advisory member of the Boards) LogicaCMG (Non-executive Director)
Carole Piwnica	Non-executive Director	Tate & Lyle (Non-executive Vice-Chairman)
Anna Cheng Catalano	Non-executive Director	Amoco Corp (Group Vice President, marketing) BP plc (Group Vice President, marketing)

on 9 July 2003, Mike Biggs gave notice of his resignation as Group Finance Director. He will continue in this role
s and Translan 2002 when he will laws the Group On 9 July 2005, Mike Bigge gail leave the Group.

Name	Responsibilities in relation to the Issuer	Other significant directorships
Derek Stevens	Non-executive Director	The Airline Group Limited (Chairman)
		British Airways Pension Investment
		Management Limited (Director)
		NATS Holding Limited (Director)
Elizabeth Vallance	Non-executive Director	Charter Pan-European Trust plc (Non-executive
		Director)
		The Health Foundation (Chairman)
		Queen Mary & Westfield College, University of
		London (Fellow)
		Council of the Institute of Education, University
		of London (Chairman)
		NHS Advisory Committee on Distinction
		Awards (Chairman)
André Villeneuve	Non-executive Director	EuroArbitrage (Director)
		Euronext.LIFFE (Chairman)
		United Technologies Corporation (Non-
		executive Director)

United Kingdom Regulation

Insurance business

The principal subsidiaties of the Group are United Kingdom and Markets Act, 2000 (the "RMA") The principal subsidiates of the Group are Online Rinancial Services and Markes Act 2000 (the "FSMA").
the regulation and supervision of the FSA under the Financial subscript the regulation and supervision of the FSA thought the rules and guidance in the Interior Parthe Apart from the FSMA. An important source of these rules and guidance is the Interim Prudential powers granted by "the (the "Interim Prudential Sourcebook").

Permission to transact business

I crimssion to the exemptions provided in the FSMA, no person may carry on insurance business in the United Subject to the exemplions provided in the FSMA by the FSA, in deciding whether to grant permission, is required to determine whether the requirements of the FSMA to be engaged permission, is required to delermine whether applicant is a first proper person having regard to all the in insurance business and, in particula, whicher no arcultured soundly and prudently). A permission to
circumstances (including whether the applicant's affairs are condicansm circumstances (including whicher the applicant of the PSA considers appropriate.

Regulatory reporting

Insurance companies have to prepare in accordance with special provisions applicable thems in Insurance companies nave to prepare mear accounts in accordinat when sharebolders with audited financial under the Companies Act 1903, and are required to the ment and program and other progestibed documents statements and related reports. Insuralies the separative accounts and other prescribed documents Sourcebook to deposit will the PSA all allual telum computer as a consection in the within within three montals
two months and fifteen days of the end of their financial year.

Margins of solvency and reserves

Inder the Interim Prudential Sourcebook, individual companies to carry on insurance business in the Under the Interim Prudential Sourcebook, Individual Colligancy, that is also of their asses must exceed the United Kingdom are required to maniant a margin of sorvance with the Visits Rules and Determination of Liabilities Rules set out in the Interim Prudential Sourcebook of Sunctified amount. Failure to maintain the of Liabilities Rules set on in the miennial Pourooook, by a special and the FSA may exercise its powers of intervention.

Future developments

I which in Prudential Sourcebook is due to be replaced in 2004 by the Integrated Prodential Sourcebook, which The Interim Prudential Soutcebook is use to be repared in their husiness and to align their capital more is expected to require Innis to alaryse the things) to introduce new disclosure requirements. In a separate development, a new regime to regulate the conduct of general insumance business for the first time is separated to be introduced from the beginning of 2005. This is expected to require all insuration and sequiries to expected to be introduced from the obginant of 2000. This is digit in the processing and administration.

CAPITALISATION AND INDEBTEDNESS OF THE ISSUER

The following table sets out the consolidated capitalisation and indebtedness of the Issuer and its subsidiaries as at 30 June 2003, as extracted without adjustment from the Issuer's unaudited interim consolidated accounts:

	30 June 2003
	tm
Liabilities
Subordinated Debt2)
Sterling 6.125% Fixed Rate Reset Subordinated Notes due 2036	679 546
Euro 5.75% Fixed/Floating Rate Subordinated Notes due 2021
	1,225
Borrowings(1),(2),(3)
8.625% - 9.5% Debenture loans41	1
Due within one year Due after more than one year and less than five years	171
Due after five years	288

	460
Amounts due to credit institutions(5)	226
Due within one year Due after more than one year and less than five years	7
Due after five years	16

Commercial paper (6)	249
Due within one year

Total borrowings®	2,337
Total borrowings and subordinated debt	3.562
Shareholders' funds(1)
Share capital®)
Ordinary share capital	રેલ્વે
Preference share capital	200
Share premium account	1,095
Retained profits and reserves	8,560
Total shareholders' funds	10,419

Note:

(1) > Shareholders' fimds and borrowings are based on unaudited figures as at 30 June 2003. Shareholders' funds are shown net of the proposed interim dividend of £203 million payable on 17 November 2003.

Foreign currency borrowings have been translated at closing rates on 30 June 2003. (2)

(3) Borrowings exclude intra group loans.

(4) Of the total amount of debenture loans, £34 million is guaranteed by companies within the Group and a further 26 million is secured against property owned by the Group. There are no borrowings guaranteed by third parties.

(5) Of the total amount due to credit institutions, £152 million is guaranteed by companies within the Group. There are no borrowings guaranteed by third parties. All borrowings are unsecured.

(6) Of the total amount of commercial paper, £1,604 million is guaranteed by companies within the Group. There are no borrowings guaranteed by third parties. All borrowings are unsecured.

(7) Of the total borrowings and subordinated debt, £3,393 million are held in the United Kingdom, £7 million in the Netherlands, £10 million in Ireland and the remainder are held in Australia, Canada and the Middle East.

(8) The authorised share capital of the Issuer is £950 million divided into 3,000 million ordinary shares of 25p each, of which 2,257,040,425 had been issued at 30 June 2003 and are fully paid, and 200 million irredeemable prefecence shares of £1 each, all of which have been issued and are fully paid.

Except as disclosed above the Issuer and its subsidiaries had, as at 30 June 2003, no borrowings, indebtedness, material contingent liabilities or guarantees (save, in the case of guarantees, for those referred to in "Description of the Group - Industry Developments - Guarantees on long-termisavings products" on page 60) . There has been no material change in the consolidated capitalisation or indebtedness (including contingent liabilities and guarantees) of the Issuer and its subsidiaries since 30 June 2003.

UNITED KINGDOM TAXATION

The comments below are of a general nature based on the Issuer's understanding of current of any The comments below are of a general income is deemed for ax purposes to be the income of the income of the income of their Notes and and practice. They To the position of persons who are the are the beneficial owners of their Notes and other person. They relate only to certains of persons with as adealers and certain professional investors).
Coupons and may 110t apply to cetain classes of taxpayer (such as Coupons and may 1101 apply to cellall classes of taxpeys (secret on the Notes and be made without without without without without with They deal only with the question of Wited Kingdom income tax and do not deal with other United Kingdom iax
or deduction for or on account of United Kingdom income tax an of deduction for Of Of Of
consequences that rright arise from holding Notes.

The Notes will constitute "quoted Eurobonds" within the meaning of section 349(4) of the Income and The Notes WIll considio " quoted Europounds" while the Notes continue to be lister on a "recognised stock 1. Corporation 'laxes Act 1988 (the Act ) wille the Notes Connents of interest on the Notes exchange' without without without of section of or or on account of United Kingdom income tax.

If the Notes cease to be listed on a recognised stock exchange interest will generally be paid unders If the Notes cease to be listed on a lecogmod stock withing to any direction to the contaxy deduction of income lax at the fower face (canonely 20 persuant to the provisions of any applicable double taxation treaty.

application of the a United Kingdom source and according to United Kingdom tax by
The interest with and the sitten in the sittent with alting or deduction, the interest, will The interest has a Unico Kingdom source and without withholding or decuction, the interest will not be direct assessment. Where in the hands of holders of the Notes who are not resident for the United assessed to United Kingdom tax in the natus of not italy, profession or vocation in the United in the United Kingdom, except where such possible bath promection with which the interest is received on Kingdom through a Onled Kingdom brailer of agency in vibrashe, in which case tax may be levied on by certain categories of agency. There are exemptions for interest received by certain categories of agents.

agone. Notes Should note that the provisions relation", "Terms and Conditions of the Euro Undated Notes Conditions of the Stering Ondated Notes – 9 Taxation" , "Taxation" above would not apply it
... 9 Taxation" and in "Terms and Conditions of the Dated Notes – 9 Taxation" abov - 9 Taxation' and in Trems and Conditions of the Date Process interest to United Kingdom
the Inland Revenue sought to assess directly the person entitled to succility major h the Inland Revelue sought to assess uncerry the person entired to the liability might be available under an applicable double taxation treaty.

If interest were paid under deduction of United Kingdom income tax (e.g. if the Notes ceased ob be listed), If interest were paid under dediction of Onited Kingdom may be able to recover all or part of the tax Notenoiders who are not resident in an applicable double taxation treaty.

as a counters who are in any doubt as to their tax position or who may be subject to tax in a Prospective Notenolders who are in any actube as os as a seek independent advice.

SUBSCRIPTION AND SALE

Barclays Bank PLC, Goldman Sachs International, Lehman Brothers International (Europe), Société Générale, ABN AMRO Bank N.V., HSBC Bank plc and The Royal Bank of Scotland plc (together, the "Managers") have, pursuant to Subscription Agreements dated 24 September 2003 (each a "Subscription Agreement"), agreed with the Issuer to subscribe and pay for the Notes:

in respect of the Sterling Undated Notes at 99.072 per cent. of the Sterling Undated (a) Notes plus accrued interest, less a selling commission of 0.375 per cent. of the principal amount of the Sterling Undated Notes. The Issuer will also pay to the Managers a combined management and underwriting commission of 0.250 per cent. of the principal amount of the Sterling Undated Notes;
(b) in respect of the Euro Undated Notes at 99.296 per cent. of the principal amount of the Euro Undated Notes plus accrued interest, less a selling commission of 0.375 per cent. of the principal amount of the Euro Undated Notes. The Issuer will also pay to the Managers a combined management and underwriting commission of 0.250 per cent. of the principal amount of the Euro Undated Notes; and
(c) in respect of the Dated Notes, at 99.239 per cent. of the principal amount of the Dated Notes plus accrued interest less in each case a selling commission of 0.325 per cent. of the principal amount of the Dated Notes. The Issuer will pay to the Managers a combined management and underwriting commission of 0.225 per cent. of the principal amount of the Dated Notes.

The Managers have agreed to repay certain amounts payable by the Issuer in connection with the issue. The Managers are entitled to terminate the Subscription Agreements in certain circumstances prior to the Issuer.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code and regulations thereunder.

Each Manager has severally agreed that, except as permitted by the relevant Subscription Agreement, it will not offer, sell or deliver the Notes, (i) as part of their distribution at any time, or (ii) otherwise until 40 days after the later of the commencement of the offering and the issue date, within the United States or to, or for the account or benefit of, U.S. persons, and it will have sent to which it sells Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons.

In addition, until 40 days after the commencement of the offer or sale of the Notes within the United States by any dealer (that is not participating in the offer) may violate the registration requirements of the Securities Act.

Each Manager has severally represented and agreed that:

(i) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom prior to admission of the Notes to listing in accordance with Part VI of the FSMA, except to persons whose ordinary activities involve them in acquiring, holding, managing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 or the FSMA;
(ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer;
(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and

Each Manager has severally agreed that the Notes will not be offered, sold or transferred, directly in the Netherlands except to individuals or entities who or which trade or invest in securities in the conduct of a profession or business within the meaning of article 2 of the Exemption of 21 December 1995 of 16 protession of oussiless within the nearing of a Supervision Act 1995 (Wel toezicht effectenverker 1995 of Ide pursuall to after 4 of the occurities institutions, insurance companies, pension funds, investment institutions, other institutional investors and other parties, including treasury departments of Investment insultations, "Other "montales which are regularly active in the financial markets in a professional manner.

Each of the Managers has severally represented, warranted and agreed that (a) it has not offered or will bit a most titiributed Each of the Managers mas or crany veply Notes to the public of France, (b) it has not distributed not of son, distributed and will not distribute or cause to be distributed in the Republic of France this Offering of caused to oc distributed and minist cleating to the Notes, except to qualified investors (investisseurs qualifies) Circular of any offer offering manages the French Code monétaire et financier, and Décert 10. 98-880 dated 1 October 1998 relating to offers to qualified investors (as amended by Décret no. 2001-96 dated 2 February dated i October 1996 relating to choir to qualifican receive (expublic of France only to such qualified investors.

Each Manager has severally represented and agreed that the Notes have not been and will not be publicly offered in Germany and, accordingly, that no securities sales prospectus (Verkaufsprospekt) for a publicoffering of the In Germany in accordance with the Securities Sales Prospectus Act of 9 September 1998, as amended Nertpapier-Verkaufsprospektesetz, the "Sales Prospectus Act"), has been or will be published or circulated in (vertigupter verklings) of Germany. Each Manager has further severally represented and agreed that it has only the rederal Republic or 'Ormally. Lash Hausey in the Federal Republic of Germany in accordance with the of Germany of the Sales Prospectus Act and any other laws applicable in the Federal Republic of Cermany governing the issue, sale and offering of securities. Any resale of the Notes in the Federal Republic of Version governing include in accordance with the provisions of the Sales Prospectus Act and any other laws applicable in the Federal Republic of Germany governing the sale and offering of securities.

This Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore. This Offering Circular mas not other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes may not be circulated or distributed, nor may an interestig nivitation for be made the subject of an invitation for subscription or purchase, whether directly, to persons in Singapore other than under circumstances in which such offer, sale or invitation does not constitute to percent in entigue of invitation for subscription or purchase, of the Notes to the public in Singapore.

Save for obtaining the approval of this Offering Circular as listing particulars by the UK Listing Authority and Bave or ottaming and approvation the Registrar of Companies in England and Wales, no action has denvel you copics of this Oneing Oneans to avoilagermit a public offering of the Notes or distribution of this offering Circular in any jurisdiction where action for that purpose is required. Accordingly, the Notes may not be Offered or sold, directly, and neither this Offering Circular nor any advertisement or otiler offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.

GENERAL INFORMATION

(1) The Issuer is incorporated in England with registered number 2468686.
(2) The listing of each Tranche of the Notes on the Official List will be expressed as a percentage of their principal amount. It is expected that listing of the Notes on the Official List and admission to trading by the London Stock Exchange will be granted on or around 29 September 2003 subject only to the issue of the Temporary Global Note in respect of the relevant Tranche. Prior to official listing and admission to trading, however, dealings will be permitted by the London Stock Exchange in accordance with its rules. Transactions will normally be effected for settlement in sterling or (in the case of the Euro Undated Notes and the Dated Notes) in euro and for delivery on the third working day after the date of the transaction.
(3) Save as disclosed herein, there has been no significant change in the financial or trading position of the Group since 30 June 2003 and there has been no material adverse change in the financial position or prospects of the Group since 31 December 2002.
(4) The Group is not and has not been involved in any legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) which may have, or have had during the previous 12 months, a significant effect upon the financial position of the Group.
(5) The annual accounts of the Issuer for the last three financial years have been audited. The consolidated accounts of the Issuer for the year ended 31 December 2002 and of the Issuer (then known as CGNU plc) for the year ended 31 December 2001 were audited by Ernst & Young LLP, Chartered Accountants, in accordance with auditing standards and have been reported on without qualification. The consolidated accounts of the Issuer for the year ended 31 December 2000 were audited by Ernst & Young and PricewaterhouseCoopers, Chartered Accountants, in each case in accordance with auditing standards, and reported on without qualification. The report of the Issuer's auditors for the year ended 31 December 2002 contained a statement that to the fullest extent permitted by law, the Issuer's auditors do not accept or assume responsibility to anyone other than the Issuer's members as a body for their audit work, for their report, or for the opinions they have formed. The address of Ernst & Young LLP is Rolls House, 7 Rolls Buildings, Fetter Lane, London EC4A 1NH. The address of PricewaterhouseCoopers is Southwark Towers, 32 London Bridge Street, London SE1 9SY.
(6) The issue of the Notes was authorised pursuant to a resolution of the Board of the Issuer passed on 20 June 2003 and by a resolution of a committee of the Board of Directors of the Issuer passed on 9 September 2003.
(7) The Trust Deed will provide that the Trustee may rely on certificates or reports from the Auditors (as defined in the Trust Deed) in accordance with the provisions of the Trust Deed whether or not called for by or addressed to the Trustee and whether or not any such certificate, report, engagement letter or other document entered into by the Trustee and the Auditors in connection therewith contains any limit on the liability of the Auditors.
(8) The Notes, which are debt obligations, have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The ISINs and Common Codes for the Notes are as follows:

	ISIN	Common Code
Sterling Undated Notes	XS0177447983	17744798
Euro Undated Notes	XS0177448288	17744828
Dated Notes	XS0177448015	17744801

(9) Copies of the following documents may be inspected at the offices of Slaughter and May, One Bunhill Row, London ECIY 8YY during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for 14 days from the date of this Offering Circular:
- (i) the Memorandum and Articles of Association of the Issuer;
- (ii) 31 December 2002 and 31 December 2001;
(iii) the interim financial accounts of the Issuer for the six months ended 30 June 2003;
(iv) the Subscription Agreements;
(v) Tranche.

REGISTERED AND HEAD OFFICE OF THE ISSUER

Aviva plc St. Helen's 1 Undershaft London EC3P 3DQ United Kingdom

TRUSTEE

The Law Debenture Trust Corporation p.l.c. Fifth Floor 100 Wood Street London EC2V 7EX United Kingdom

PRINCIPAL PAYING AGENT, CALCULATION AGENT AND AGENT BANK

HSBC Bank plc Mariner House Pepys Street London EC3N 4DA United Kingdom

LEGAL ADVISERS

To the Managers and the Trustee

Linklaters One Silk Street London EC2Y 8HQ United Kingdom

To the Issuer

Slaughter and May One Bunhill Row London EC1Y 8YY United Kingdom

REGISTERED AUDITORS OF THE ISSUER

Ernst & Young LLP Rolls House

7 Rolls Buildings Fetter Lane London EC4A 1NH United Kingdom

AUTHORISED ADVISOR

Lehman Brothers International (Europe) One Broadgate London EC2M 7HA United Kingdom

AI Terminal

Aviva PLC

4708_rns_2020-04-29_5fce8f99-dcbf-4336-9e99-b3ac66650769.pdf

TABLE OF CONTENTS

TERMS AND CONDITIONS OF THE STERLING UNDATED NOTES

The following are the terms and conditions of the Sterling Undated Notes substantially in the form in which they will appear on the Sterling Undated Notes in definitive form.

Form, Denomination and Transfer 1.

Form and Denomination (a)

Global Notes (b)

(c) Transfers

(d) Title

Definitive Notes (e)

2 Status and Subordination

3 Definitions

"Temporary Global Note" has the meaning given in Condition 1(b);

ব Interest

(a) Rate of Interest

(b) Interest Accrual

Initial Rate of Interest (c)

Reset Rate of Interest (d)

Publication of Reset Rate of Interest (e)

(f) Determination or Calculation by Trustee

(g) Determinations of Calculation Agent or Trustee Binding

ഗ് Deferral of Payments

Optional Deferral of Interest (a)

(b) Arrears of Interest

(c) No Default

6. Redemption and Purchase

No Fixed Maturity (a)

(b) Redemption for taxation reasons

(c) Redemption at the Option of the Issuer

(d)

Purchases (e)

Cancellation (f)

7. Payments

Method of Payment (a)

(b) Effect of Redemption on unmatured Coupons

Surrender of Talons (c)

(d) Payment on business days

Paying Agents (e)

(f) Notice

Definitive Notes (g)

Events of Default and Enforcement વર્

(a) Events of Default

(b) Proceedings for Winding-up

Enforcement (c)

(d) Entitlement of the Trustee

Right of Noteholders (e)

Extent of Noteholders' remedy (f)

9. Taxation

10. Prescription

11.

12. Replacement of the Notes, Coupons and Talons

Indemnification of the Trustee 13.

14. Notices

15. Further Issues

16. Contracts (Rights of Third Parties) Act 1999

17. Governing Law

TERMS AND CONDITIONS OF THE EURO UNDATED NOTES

The following are the terms and conditions of the Euro Undated Notes substantially in the form in which they will appear on the Euro Undated Notes in definitive form.

1. Form, Denomination and Transfer

Form and Denomination (a)

(b) Global Notes

Transfers (c)

(d) Title

Definitive Notes (e)

2. Status and Subordination

Definitions 3.

Interest এ.

Rate of Interest (a)

(b)

(c) Fixed Rate of Interest

Floating Rate of Interest (d)

(e)

(f) Publication of Floating Rate of Interest and Coupon Amounts

(g) Determination or Calculation by Trustee

Agent Bank (h)

(i)

Deferral of Payments ഗ്

Optional Deferral of Interest (a)