exhibit25

AMENDED AND RESTATED

AGENCY AGREEMENT

11 MAY

2023

EQUINOR ASA

Issuer

and

EQUINOR ENERGY AS

as Guarantor

THE BANK OF NEW

YORK MELLON, LONDON

BRANCH

Agent

and

THE BANK OF NEW

YORK MELLON SA/NV, LUXEMBOURG BRANCH

as Paying Agent

in respect of a

€20,000,000,000

EURO MEDIUM TERM

NOTE PROGRAMME

Allen & Overy LLP

0010155-0003437 UKO2:

2005996996.8

CONTENTS

Clause

Page

Definitions and Interpretation

................................

............................... 4

Appointment of Agent and

Paying Agents

................................

.......... 10

Issue of Temporary Global Notes ................................................................

......................

Determination of Exchange

Date and Issue of Permanent

Global Notes and Definitive

Notes

................................

.......... 12

Issue of Definitive Notes

................................

.... 12

Terms of Issue

................................

................... 13

Payments

................................

.......................... 14

Determinations and Notifications

in respect of Notes

and Interest Determination

............... 15

Notice of any Withholding or Deduction

................................

............. 16

10.

Duties of the Agent in

Connection with early

Redemption

................................

.................. 16

11.

Receipt and Publication of Notices

................................

.................... 17

12.

Cancellation of Notes, Coupons

and Talons ................................

................................

...... 17

13.

Issue of Replacement Notes, Coupons and Talons

................................

........................... 18

14.

Copies of Documents Available

for Inspection or Collection

................................

............... 19

15.

Meetings of Noteholders

................................

.... 19

16.

Commissions, Expenses and

Review of Fees and Expenses

................................

............ 20

17.

Indemnity................................

................................

........................... 20

18.

Repayment by the Agent

................................

... 21

19.

Conditions of Appointment ................................................................

................................

20.

Release of the Guarantor

................................

... 22

21.

Communication between the Parties

................................

................. 22

22.

Changes in Agent and other

Paying Agents

................................

....... 22

23.

Merger and Consolidation ................................................................

................................

24.

Notification of Changes

to Paying Agents

................................

.......... 24

25.

Change of Specified Office

................................

26.

Notices and Communication

................................

..............................

27.

Taxes

and Stamp Duties

................................

... 26

28.

Currency Indemnity

................................

............ 26

29.

Amendments

................................

..................... 26

30.

Descriptive Headings

................................

......... 26

31.

Contract (Rights of Third Parties) Act 1999

................................

....... 26

32.

Governing Law and Submission

to Jurisdiction

................................

.. 26

33.

Counterparts ................................

................................

..................... 27

34.

General ................................................................

................................

.............................

35.

EU Contractual Recognition of Bail-in

................................

................ 27

Schedule

Page

Terms

and Conditions of the Notes

other than VPS Notes

................................

..................

Forms of Global and Definitive

Notes, Coupons and

Talons ................................

...............

Part 1

Form of Temporary Global Note

................................

........

Part 2

Form of Permanent Global

Note

................................

........

Part 3

Form of Definitive Note

................................

......................

Part 4

Form of Coupon

................................

................................ 98

Part 5

Form of Talon

................................

....

Form of Deed of Covenant

................................

................................ 101

Provisions for Meetings

of Noteholders

................................

.............

104

Form of Put Notice

................................

............

110

Form of Deed Poll

................................

.............

112

Form of Issuer – ICSDs

Agreement

................................

.................. 118

Additional Duties of the Agent

................................

........................... 122

Signatories

................................

...

123

Appendix

Form of Calculation Agency

Agreement

................................

............

125

AMENDED AND RESTATED AGENCY AGREEMENT

in respect of a

€20,000,000,000

EURO MEDIUM TERM

NOTE PROGRAMME

THIS AGREEMENT

is made on

May 2023

BETWEEN

(1)

EQUINOR ASA

of Forusbeen 50, N-4035 Stavanger, Norway in its capacity as an issuer of

Notes under the Programme (the

Issuer

);

(2)

EQUINOR ENERGY AS

of Forusbeen 50, N-4035 Stavanger, Norway

(the

Guarantor

);

(3)

THE

BANK OF

NEW

YORK

MELLON,

LONDON BRANCH

160 Queen

Victoria

Street,

London

EC4V

4LA,

United

Kingdom

(the

Agent

which

expression

shall

include

any

successor agent appointed in accordance with clause 22); and

(4)

THE

BANK

NEW

YORK

MELLON

SA/NV,

LUXEMBOURG

BRANCH

Vertigo

Building -

Polaris, 2-4

rue, Eugène

Ruppert, L-2453

Luxembourg (together

with the

Agent,

the

Paying

Agents

which

expression

shall

include

any

additional

successor

paying

agent

appointed

accordance

with

clause

and

Paying

Agent

shall

mean

any

the

Paying Agents).

WHEREAS

(A)

The parties hereto entered into an amended and restated Agency

Agreement (the

Previous Agency Agreement

) dated 9 May 2022 in respect of a €20,000,000,000 Euro

Medium Term

Note Programme (the

Programme

(B)

The parties hereto wish

to make certain modifications

to the Previous Agency

Agreement.

(C)

The Issuer and the Guarantor have entered into an amended and

restated programme

agreement (as modified and/or restated and/or

supplemented from time to

time, the

Programme Agreement

) dated 11 May 2023 with the Dealers named therein pursuant to

which the Issuer may issue Euro Medium Term Notes (the

Notes

) in an aggregate nominal

amount of up to €20,000,000,000 (or its equivalent in other currencies)

under the

Programme.

(D)

Each issue of Notes (other than VPS Notes) will be initially represented

by a temporary

global Note exchangeable in whole or in part for definitive Notes

or for a permanent global

Note which will be exchangeable as described therein for definitive

Notes.

IT IS HEREBY AGREED

as follows:

DEFINITIONS AND INTERPRETATION

1.1

Terms

and expressions defined in the Programme Agreement or

the Notes or used in the

applicable Final Terms shall have the same meanings in this Agreement, except where the

context requires otherwise or unless otherwise stated.

0010155-0003437 UKO2:

2005996996.8

1.2

Without prejudice to the

foregoing:

Authorised Person

means any person who is designated in writing by the Issuer from time

to time

to give Instructions to the Agent under the terms of this Agreement;

CGN

means

Temporary

Global

Note

the

form

set

out

Part

Schedule

Permanent Global Note in the form set out in Part 2 of Schedule 2, in

either case where the

applicable Final Terms specify that the Notes are not in New Global Note form;

Clearstream, Luxembourg

means Clearstream

Banking S.A.;

Code

means the U.S. Internal Revenue Code

of 1986, as amended;

Conditions

means,

relation

the

Notes

any

Series,

the

terms

and

conditions

endorsed on

or incorporated

by reference

into the

Note or

Notes constituting

such Series,

such terms

and conditions

being in

or substantially

in the

form set

out in

Schedule 1

or in

such other form,

having regard to

the terms of

the Notes of

the relevant Series,

as may be

agreed

between the

Issuer,

the

Agent

and the

relevant

Dealer

completed

by the

Final

Terms

applicable to the Notes of the relevant Series;

Coupon

means

interest

coupon

appertaining

Definitive

Note

(other

than

Zero

Coupon Note), such coupon being:

(a)

if appertaining to a Fixed Rate Note, in the form or substantially in

the form set out

in Part 4A of Schedule 2 or in such other form, having regard to the

terms of issue

of the Notes of the relevant Series, as may be agreed between

the Issuer, the Agent

and the relevant Dealer; or

(b)

if appertaining to a Floating Rate Note, in the form or substantially

in the form set

out in

Part 4B of Schedule 2 or in such other form, having

regard to the terms of

issue of the Notes of the relevant Series, as may be agreed

between the Issuer, the

Agent and the relevant Dealer; or

(c)

if appertaining to a Definitive Note which is neither a Fixed Rate Note

nor a Floating

Rate Note, in such form as may be agreed between the Issuer, the Agent and the

relevant Dealer,

and includes, where applicable, the Talon(s)

appertaining thereto and any replacements for

Coupons and Talons issued pursuant to Condition 9;

Couponholders

means

the

several

persons

who

are

for

the

time

being

holders

the

Coupons

and

shall,

unless

the

context

otherwise

requires,

include

the

holders

the

Talons;

Deed

Covenant

means

the

deed

covenant,

modified

and/or

restated

and/or

supplemented

from

time

time,

dated

May

2020,

substantially

the

form

set

out

Schedule

executed

deed

the

Issuer

favour

certain

accountholders

with

Euroclear and Clearstream, Luxembourg;

Deed Poll

means any

Deed Poll

as defined

in Condition

14 the

form of

which is

set out

Schedule

6 hereto;

Definitive Note

means a definitive Note issued or, as the case may require, to be issued

the

Issuer

accordance

with

the

provisions

the

Programme

Agreement

any

other

agreement between the Issuer

and the relevant Dealer

in exchange for

either a Temporary

Global

Note

Permanent

Global

Note

(all

indicated

the

applicable Final

Terms),

0010155-0003437 UKO2:

2005996996.8

such

definitive

Note

being

the

form

substantially

the

form

set

out

Part

Schedule

with

such

modifications

(if

any)

may

agreed

between

the

Issuer,

the

Agent

and the

relevant

Dealer

and

having the

Conditions endorsed

0010155-0003437 UKO2:

2005996996.8

thereon or,

if permitted by the

relevant authority or authorities,

incorporating the Conditions

reference

and

having

the

applicable

Final

Terms

(or

the

relevant

provisions

thereof)

either

endorsed

thereon

attached

thereto

and

(except

the

case

Zero

Coupon

Note) having Coupons and, where appropriate, Talons attached thereto on issue;

Distribution

Compliance

Period

has

the

meaning

given

such

term

Regulation

under the Securities Act;

Euroclear

means Euroclear Bank SA/NV;

Eurosystem-eligible NGN

means an NGN which is intended to

be held in a manner which

would allow Eurosystem eligibility, as stated in the applicable Final Terms;

FATCA

Withholding

means

any

withholding

deduction

required

pursuant

agreement

described

Section

1471(b)

the

Code

otherwise

imposed

pursuant

Sections

1471

through

1474

the

Code

(or

any

regulations

thereunder

official

interpretations thereof)

or an

intergovernmental agreement between

the United

States and

another jurisdiction facilitating the implementation thereof (or any law implementing such an

intergovernmental agreement);

Fixed

Rate Note

means

Note

which

interest is

calculated at

fixed

rate

payable

arrear on

a fixed

date or

dates in

each year

and on

redemption or

on such

other dates

may be

agreed between

the Issuer

and the

relevant Dealer

(as indicated

in the

applicable

Final Terms);

Floating Rate Note

means a Note on which

interest is calculated at a floating rate

payable

in respect of

such period or on

such date(s) as

may be agreed

between the Issuer and

the

relevant Dealer (as indicated in the applicable Final Terms);

Global Note

means a Temporary Global Note and/or a Permanent

Global Note, as

applicable;

Grandfathering

Date

means

the

date

that

six

months

after

the

date

which

final

regulations defining

the term

“foreign passthru

payment” are

published in

the U.S.

Federal

Guarantee

means

the

Deed

Guarantee,

modified

and/or

restated

and/or

supplemented from

time to

time, executed

by the

Guarantor on

13 May

2020 in

respect of

the Programme;

Instructions

means

any

written

notices,

directions

instructions

received

the

Agent

from

Authorised

Person

from

person

reasonably

believed

the

Agent

Authorised Person;

Interest

Commencement

Date

means,

the

case

interest-bearing

Notes,

the

date

specified in the applicable Final Terms

from (and including) which such Notes bear interest,

which may or may not be the Issue Date;

Issue Date

means the date of

issue and purchase of a

Note, in each case

pursuant to and

in accordance with

the Programme Agreement or

any other agreement between

the Issuer

and the relevant Dealer, being in the case of any Permanent Global Note or Definitive Note,

the same date as the date of issue of the Temporary Global Note which initially represented

such Note;

Issue Price

means the price,

generally expressed as

a percentage

of the nominal

amount

of the

Notes, at which the Notes will be issued;

0010155-0003437 UKO2:

2005996996.8

Maturity Date

means, in relation to

a Note, the date on which

it is expressed to be

redeemable;

0010155-0003437 UKO2:

2005996996.8

NGN

means

Temporary

Global

Note

the

form

set

out

Part

Schedule

Permanent Global Note in the form set out in Part 2 of Schedule 2, in

either case where the

applicable Final Terms specify that the Notes are in New Global Note form;

Note

means

note

denominated in

Australian Dollars,

Canadian

Dollars,

Danish

Kroner,

Euro,

Hong Kong

Dollars, Japanese Yen,

New Zealand

Dollars, Norwegian

Kroner,

South

African Rand, Sterling,

Swedish Kronor,

Swiss Francs, U.S.

Dollars or such

other currency

or currencies as may be agreed between the Issuer and the relevant Dealer issued or to

issued

the

Issuer

pursuant

the

Programme

Agreement

any

other

agreement

between the Issuer and the relevant

Dealer and which shall initially

be represented by,

and

comprised in,

a Temporary

Global Note

which may

(in accordance

with the

terms

of such

Temporary

Global

Note)

exchanged

for

either

Definitive

Notes

Permanent

Global

Note which

Permanent Global Note

may (in

accordance with the

terms of such

Permanent

Global

Note)

turn

exchanged

for

Definitive

Notes

(all

indicated

the

applicable

Final Terms)

and includes any replacements for a Note issued pursuant

to Condition 9;

Noteholders

means the

several persons

who

are for

the

time

being holders

of the

Notes

save

that,

respect

the

Notes

any

Series,

for

long

such

Notes

any

part

thereof

are

represented

Global

Note

held

behalf

Euroclear

and/or

Clearstream,

Luxembourg,

each

person

(other

than

Euroclear

Clearstream,

Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream,

Luxembourg as

the

holder of

particular nominal

amount

the

Notes of

such Series

(in

which

regard

any

certificate

other

document

issued

Euroclear

Clearstream,

Luxembourg as to the nominal amount of such Notes standing to the account of any person

shall be conclusive and binding

for all purposes save

in the case of manifest

error) shall be

treated by the

Issuer, the

Agent and any

other Paying Agent as

the holder of

such nominal

amount of such Notes for all purposes other than with respect to the payment of principal or

interest

on such

Notes, for

which purpose

the

bearer of

the relevant

Global

Note shall

treated by the

Issuer, the

Agent and any other

Paying Agent as the

holder of such

nominal

amount of

such Notes

accordance with

and subject

to the

terms of

the relevant

Global

Note

and the

expressions

Noteholder

holder of

Notes

and related

expressions shall

construed accordingly;

outstanding

means, in

relation to

the Notes

of any Series,

all the Notes

issued other than

(a) those which

have been redeemed in

full in accordance

with the Conditions, (b)

those in

respect

which the

date

for

redemption

accordance

with the

Conditions has

occurred

and the

redemption moneys

wherefor (including

all interest

(if any)

accrued thereon

to the

date for

such redemption and

any interest (if

any) payable

under the

Conditions after such

date) have

been duly

paid to the

Agent as provided

herein (and, where

appropriate, notice

has been

given to the

Noteholders of the

relevant Series in

accordance with Condition

12)

and

remain

available

for

payment

the

relevant

Notes

and/or

Coupons,

(c)

those

which

have

become

void

under

the

Conditions,

(d)

those

which

have

been

purchased

and

cancelled as

provided in

the Conditions,

(e) those

mutilated or

defaced Notes

which have

been

surrendered

exchange

for

replacement

Notes

pursuant

the

Conditions,

(f)

(for

the purpose

only of

determining how

many Notes

are outstanding and

without prejudice to

their

status

for

any

other

purpose)

those

Notes

alleged

have

been

lost,

stolen

destroyed

and

respect

which

replacement

Notes

have

been

issued

pursuant

the

Conditions,

(g)

Temporary

Global

Notes

the

extent

that

they

shall

have

been

duly

exchanged

for

Permanent

Global

Notes

and/or

Definitive

Notes

and

Permanent

Global

Notes to

the extent

that they

shall have

been duly

exchanged for

Definitive Notes,

in each

case

pursuant

their

respective

provisions

and

(h)

Temporary

Global

Notes

and

Permanent Global Notes which have become

void in accordance with their

terms (provided

that

at the

Relevant Time

(as

defined in

the

Deed of

Covenant) the

Underlying Notes

(as

defined in the Deed of Covenant) will be deemed to be still outstanding)

and,

0010155-0003437 UKO2:

2005996996.8

PROVIDED THAT for each of the

following purposes, namely:

0010155-0003437 UKO2:

2005996996.8

(i)

the right to attend and vote at any meeting of the Noteholders or any

of them,

passing an Extraordinary Resolution (as defined in Schedule 4) in writing

or an

Extraordinary Resolution by way of electronic consents given through

the relevant

clearing systems as envisaged by Schedule 4; and

(ii)

the determination of how many and which Notes are for the time

being outstanding

for the purposes of paragraphs 2, 5 and 6 of Schedule 4 hereto,

those

Notes

(if

any)

which

are

for

the

time

being

held

any

person

(including

but

not

limited

the

Issuer

any

its

Subsidiaries)

for

the

benefit

the

Issuer

any

its

Subsidiaries

shall

(unless

and

until

ceasing

held)

deemed

not

outstanding;

Participating

FFI

means

“participating

FFI”

defined

Treasury

Regulations

Section

1.1471-1(b)(91) (or

any successor

provision) or

any other

entity whose

payments

are subject to FATCA

Withholding;

Permanent

Global

Note

means

global

note

the

form

substantially in

the

form

set

out in

Part

2 of

Schedule 2

together with

the copy

of the

applicable Final

Terms

attached

thereto

with

such

modifications

(if

any)

may

agreed

between

the

Issuer,

the

Agent

and the relevant Dealer,

comprising some or all

of the Notes of

the same Series, issued

the

Issuer

pursuant

the

Programme

Agreement

any

other

agreement

between

the

Issuer and

the relevant

Dealer in

exchange for

the whole

or part

of any

Temporary

Global

Note issued in respect of such Notes;

Put Notice

means a notice in the

form set out in Schedule 5;

Series

means a Tranche of

the Notes together with any further

Tranche or Tranches

of the

Notes which are (a)

expressed to be consoli

dated

and form a

single series and (b)

identical

all

respects

(including

listing)

except

for

their

respective

Issue

Dates,

Interest

Commencement

Dates

and/or

Issue

Prices

and

the

expressions

Notes

the

relevant

Series

and

holders

Notes

the

relevant

Series

and

expressions

shall

construed accordingly;

Talons

means the talons (if any) appertaining to, and exchangeable in

accordance with the

provisions

therein

contained

for

further

Coupons

appertaining

to,

Definitive

Note

(other

than a

Zero Coupon Note), such talons being in the form or substantially in the form set out

Part

Schedule

such

other

form

as may

agreed

between the

Issuer,

the

Agent and the relevant Dealer and includes any replacements for Talons issued pursuant to

Condition 9;

Temporary

Global

Note

means

global

note

the

form

substantially in

the

form

set

out

Part 1

of Schedule

2 together

with the

copy of

the applicable

Final Terms

attached

thereto

with

such

modifications

(if

any)

may

agreed

between

the

Issuer,

the

Agent

and the relevant Dealer,

comprising some or all

of the Notes of

the same Series, issued

the

Issuer

pursuant

the

Programme

Agreement

any

other

agreement

between

the

Issuer and the relevant Dealer;

Tranche

means all Notes with

the same Issue Date and subject

to the same Final

Terms;

and

Zero Coupon Note

means a Note on which no

interest is payable.

1.3

(a)

Words

denoting

the

singular

number

only

shall

include

the

plural

number

also

and

vice versa

;

0010155-0003437 UKO2:

2005996996.8

(b)

words denoting one gender

only shall include the

other gender; and

(c)

words denoting persons only

shall include firms and

corporations and vice versa.

0010155-0003437 UKO2:

2005996996.8

1.4

All references in this Agreement to costs or charges or expenses

shall include any value

added tax or similar tax charged or chargeable in respect thereof

to the extent not

recoverable as an input.

1.5

All references in the Agreement to "the

Guarantor" shall be deemed to be deleted

in relation

to Notes that do not have the benefit of the Guarantee.

1.6

For the purposes of this Agreement, the Notes of each Series shall

form a separate series

of Notes and the provisions of this Agreement shall apply

mutatis mutandis

separately and

independently to the Notes of each Series and in this Agreement

the expressions

Notes

Noteholders

Coupons

Couponholders

and

Talons

shall be construed accordingly.

1.7

All references in this Agreement to principal and/or interest or both

in respect of the Notes

or to any moneys payable by the Issuer under

this Agreement shall have the meaning

set

out in Condition 4(f).

1.8

All references in this Agreement to the

relevant currency

shall be construed as references

to the currency in which the relevant Notes and/or Coupons are denominated.

1.9

In this Agreement, clause headings are inserted for convenience

and ease of reference

only and shall not affect the interpretation of this Agreement.

All references in this

Agreement to the provisions of any statute shall be deemed to be

references to that statute

as from time to time modified, extended, amended or re-enacted or to any

statutory

instrument, order or regulation made thereunder or under such re-enactment.

1.10

All references in this Agreement to an agreement, instrument or other document

(including,

without limitation, this Agreement, the Programme Agreement,

the Deed of Covenant, the

Guarantee, the Procedures Memorandum, the Notes and any Conditions

appertaining

thereto) shall be construed as

a reference to that agreement, instrument or document as

the same may be amended, modified,

varied or supplemented from time to time.

1.11

Any references herein to Euroclear and/or Clearstream, Luxembourg

shall, whenever the

context so permits, be deemed to include a reference to any additional

or alternative

clearance system approved by the Issuer and the Agent or as

otherwise specified in Part B

of the applied Final Terms.

1.12

All references to the

records

of Euroclear and Clearstream, Luxembourg shall be to the

records that each of Euroclear and Clearstream, Luxembourg holds

for its customers which

reflect the amount of such customer's interest in the Notes.

1.13

As used herein, in relation to any Notes which are to have a "listing"

or be "listed" (i) on the

London Stock Exchange,

listing

and

listed

shall be construed to mean that such Notes

have been admitted to the Official List and admitted to trading on the London

Stock

Exchange's

main market and (ii) on any European Economic

Area Stock Exchange,

listing

and

listed

shall be construed to mean that that Notes

have been admitted to trading on a

market within that jurisdiction which is a regulated market for

the purposes of the Markets in

Financial Instruments Directive (Directive 2014/65/EU, as amended).

1.14

This Agreement does not apply

to the VPS Notes.

1.15

With effect from the date hereof, the provisions of the Previous Agency Agreement

shall be

amended and restated and shall take effect in the form set out in this Agency

Agreement

and all references to the

Agency Agreement

this Agency Agreement

this Agreement

hereof

hereunder

and expressions of similar import in this Agency Agreement

shall be

construed as references to the Previous Agency Agreement as

so amended and restated.

Any Notes issued on or after the date hereof shall be issued pursuant

to this Agency

0010155-0003437 UKO2:

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Agreement.

This does not affect any Notes issued prior to the date of this Agreement.

0010155-0003437 UKO2:

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APPOINTMENT OF AGENT

AND PAYING

AGENTS

2.1

The Agent is hereby appointed, and the

Agent hereby agrees to act as issuing

and paying

agent of the Issuer and the Guarantor upon the terms and

subject to the conditions set out

below, for the purposes of,

inter alia

(a)

completing, authenticating and delivering Global Notes and (if

required) completing,

authenticating and delivering Definitive Notes;

(b)

giving effectuation instructions in respect of each Global Note which is a

Eurosystem-

eligible NGN;

(c)

exchanging Temporary Global Notes for Permanent Global Notes or Definitive

Notes, as the case may be, in accordance with

the terms of Temporary Global

Notes and, in respect of any such exchange, (i) making all notations

on Global

Notes which are CGNs as required by their terms and (ii) instructing

Euroclear and

Clearstream, Luxembourg to make appropriate entries in their records

in respect of

all Global Notes which are NGNs;

(d)

exchanging Permanent Global Notes for Definitive Notes in accordance

with the

terms of such Permanent Global Notes and, in respect of any such exchange,

(i)

making all notations on Permanent Global Notes which are CGNs

as required by

their terms and (ii) instructing Euroclear and Clearstream, Luxembourg

to make

appropriate entries in their records in respect of all Permanent

Global Notes which

are NGNs;

(e)

paying sums due on Global Notes and Definitive Notes and Coupons and

instructing

Euroclear and Clearstream, Luxembourg to make appropriate entries

in their

records in respect of all Global Notes which are NGNs;

(f)

exchanging Talons for Coupons in accordance with the

Conditions;

(g)

arranging on behalf of the Issuer or, as the case may be, the Guarantor, for notices

to be communicated to the Noteholders;

(h)

ensuring that all necessary action is taken to comply with any

reporting

requirements of any competent authority in respect of any

relevant currency as may

be in force from time to time with respect to the Notes

to be issued under the

Programme;

(i)

subject to the Procedures Memorandum, submitting to the relevant authority

authorities such number of copies of each Final Terms which relates to Notes which

are to be listed as the relevant authority or authorities may reasonably

require;

(j)

acting as Calculation Agent in respect of Notes where named as such

in the

relevant Final Terms; and

(k)

performing all other obligations and duties imposed upon it by

the Conditions and

this Agreement.

2.2

Each Paying Agent is hereby appointed as paying agent of

the Issuer and the Guarantor,

upon the terms and subject to the conditions set out below, for the purposes of paying

sums due on Notes and Coupons and of performing all other obligations

and duties

imposed upon it by the Conditions and this Agreement.

The obligations of the Paying

Agents under this Agreement shall be several and

not joint.

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2.3

In relation to each issue of Eurosystem-eligible NGNs, the Issuer hereby authorises

and

instructs the Agent to elect Euroclear and/or Clearstream, Luxembourg

as common

safekeeper.

From time to time, the Issuer and the Agent may agree to vary

this election.

The Issuer acknowledges that any such election is subject to the right

of Euroclear and

Clearstream, Luxembourg to jointly determine that the other

shall act as common

safekeeper in relation to any such issue

and agrees that no liability shall attach to

the Agent

in respect of any such election made by it.

ISSUE OF TEMPORARY GLOBAL NOTES

3.1

Subject to subclause 3.2 below, following receipt of a faxed copy of the Final Terms signed

by the Issuer and the Guarantor, the Issuer hereby authorises the Agent and the Agent

hereby agrees to take the steps required of the Agent in the Procedures

Memorandum.

For

this purpose the Agent will,

inter alia,

on behalf of the Issuer:

(a)

prepare a Temporary Global Note by attaching a copy of the applicable Final Terms

to a copy of the applicable master Temporary Global Note;

(b)

authenticate such Temporary Global Note;

(c)

deliver such Temporary Global Note to the specified common depositary (if the

Temporary

Global Note is a CGN) or specified common safekeeper

(if the

Temporary Global Note is an NGN) for Euroclear and Clearstream, Luxembourg

and, in the case of a Temporary Global Note which is a Eurosystem-eligible NGN, to

instruct the common safekeeper to effectuate the same;

(d)

ensure that the Notes of each Tranche are assigned a common code and ISIN by

Euroclear and Clearstream, Luxembourg

which are different from the common

code

and ISIN assigned to Notes of any other Tranche of the same Series until at least

the expiry of the applicable Distribution Compliance Period of such

Tranche as

notified by the Agent to the relevant Dealer; and

(e)

if the Temporary Global Note is an NGN, instruct Euroclear and Clearstream,

Luxembourg to make the appropriate entries in their records to reflect

the initial

outstanding aggregate principal amount of the relevant Tranche of Notes.

3.2

The Agent shall only

be required to perform

its obligations under subclause 3.1

above if it

holds:

(a)

a master Temporary Global Note duly executed by a person or persons authorised

to execute the same on behalf of the Issuer, which may be used by the Agent for

the purpose of preparing a Temporary Global Note in accordance with subclause

3.1(a); and

(b)

a master Permanent Global Note duly executed by a person or persons

authorised

to execute the same on behalf of the Issuer, which may be used by the Agent for

the purpose of preparing a Permanent Global Note in accordance with

clause 4

below.

3.3

Where the Agent delivers any authenticated Global Note

to a common safekeeper for

effectuation using electronic means, it is authorised and instructed to destroy

the Global

Note retained by it following its receipt of confirmation from the common

safekeeper that

the relevant Global Note has been effectuated.

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DETERMINATION

EXCHANGE

DATE

AND

ISSUE

PERMANENT

GLOBAL

NOTES AND DEFINITIVE NOTES

4.1

(a)

The

Agent

shall

determine

the

Exchange

Date

for

each

Temporary

Global

Note

in accordance with the terms thereof.

Forthwith upon determining the Exchange

Date in

respect of any Tranche, the Agent shall notify such determination to the

Issuer, the Guarantor, the relevant Dealer,

Euroclear and Clearstream,

Luxembourg.

(b)

Where a Temporary Global Note is to be exchanged for a Permanent Global Note,

the Agent is hereby authorised on behalf of the Issuer:

(i)

in the case of the first Tranche of any Series of Notes, to prepare and

complete a Permanent Global Note in accordance with the

terms of the

Temporary

Global Note applicable to such Tranche by attaching a copy of

the applicable Final Terms to a copy of the applicable master Permanent

Global Note;

(ii)

in the case of the first Tranche of any Series of Notes, to authenticate such

Permanent Global Note;

(iii)

in the case of the first Tranche of any Series of Notes if the Permanent

Global Note is a CGN, to deliver such Permanent Global Note

to the

common depositary which

is holding the Temporary Global Note applicable

to such Tranche for the time being on behalf of Euroclear and/or

Clearstream, Luxembourg to hold on behalf of the Issuer pending

its

exchange for such Temporary Global Note;

(iv)

in the case of the first Tranche of any Series of Notes if the Permanent

Global Note is an NGN, to deliver the Permanent Global Note to

the

common safekeeper which

is holding the Temporary Global Note

representing the Tranche for the time being

on behalf of Euroclear and/or

Clearstream, Luxembourg to effectuate (in the case of a Permanent Global

Note which is a Eurosystem-eligible NGN) and to hold on behalf

of the

Issuer pending its exchange for the Temporary Global Note;

(v)

in the case of a subsequent Tranche of any Series of Notes if the Permanent

Global Note is a CGN, by attaching a copy of the applicable

Final Terms

the Permanent Global Note applicable to the

relevant Series and entering

details of any exchange in whole or part as aforesaid;

and

(vi)

in the case of a subsequent Tranche of any Series of Notes if the Permanent

Global Note is an NGN, to deliver the applicable Final Terms to the specified

common safekeeper for attachment to the Permanent Global

Note

applicable to the relevant Series.

ISSUE OF DEFINITIVE

NOTES

5.1

Where a Global Note is to be exchanged

for Definitive Notes in accordance with its

terms,

the Agent is hereby authorised on behalf of the Issuer:

(a)

to authenticate such Definitive Note(s) in accordance with

the provisions of this

Agreement; and

(b)

deliver

such

Definitive

Note(s)

the

order

Euroclear

and/or

Clearstream, Luxembourg.

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The

Agent

shall

notify

the

Issuer

forthwith

upon

receipt

request

for

issue

(a)

Definitive

Note(s)

accordance

with

the

provisions

Temporary

Global

Note

Permanent Global

Note, as

the case

may be,

(and the

aggregate nominal

amount of

such

Temporary

Global Note

or Permanent

Global Note,

as the

case may

be, to

be exchanged

in connection therewith).

5.2

The Issuer undertakes to deliver to the Agent sufficient numbers of executed

Definitive

Notes with,

if applicable, Coupons and Talons attached to enable the Agent to comply with

its obligations under this clause.

TERMS OF ISSUE

6.1

The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive

Notes delivered to and held by it under this Agreement to be maintained

in safe custody

and shall ensure that such Notes are issued only in accordance

with the provisions of this

Agreement and the relevant Global Note and Conditions.

6.2

Subject to the procedures set out in the Procedures Memorandum,

for the purposes of

subclause 3.1 the Agent is entitled to treat a telephone or facsimile

communication from a

person who the Agent believes to be the authorised representative

of the Issuer or, as the

case may be, the Guarantor,

named in the list referred to in, or notified pursuant

to,

subclause 19.7 as sufficient instructions and authority of the Issuer and

the Guarantor for

the Agent to act in accordance with subclause 3.1.

6.3

In the event that a person who has signed on behalf of the Issuer

any Note not yet issued

but held by the Agent in accordance with subclause 3.1 ceases to be

authorised as

described in subclause 19.7, the Agent shall (unless the Issuer

gives written notice to the

Agent that Notes signed by that person do not constitute valid and

binding obligations of the

Issuer or otherwise until replacements have been provided to the

Agent) continue to have

authority to issue any such Notes, and

the Issuer hereby warrants to the Agent that such

Notes shall, unless notified as aforesaid, be valid and binding obligations

of the Issuer.

Promptly upon such person ceasing to be authorised, the Issuer shall

provide the Agent

with replacement Notes and upon receipt of such replacement

Notes the Agent shall cancel

and destroy the Notes held by it which are signed by such person

and shall provide to

the

Issuer a confirmation of destruction in respect thereof specifying

the Notes so cancelled

and destroyed.

6.4

This subclause only applies when following

the settlement procedures set out in Part 1

Annex 1 of the Procedures Memorandum. If the

Agent pays an amount (the

Advance

) to

the Issuer on the basis that a payment (the

Payment

) has been, or will be, received from a

Dealer and if the Payment is not received by the Agent on the

date the Agent pays the

Issuer, the Issuer,

failing which the Guarantor, shall repay to the Agent the Advance and

shall pay interest on the Advance (or the unreimbursed portion thereof)

from (and including)

the date such Advance is made to (but excluding) the earlier of repayment

of the Advance

and receipt by the Agent of the Payment (at a rate quoted at that

time by the Agent as the

aggregate of one per cent. and its cost of funding the Advance

provided that evidence of

the basis of such rate is given to the Issuer if so required).

6.5

This subclause only applies when following

the settlement procedures set out in Part 1

Annex 1 of the Procedures Memorandum. Except

in the case of issues where the Agent

does not act as receiving bank for the Issuer in respect of the purchase

price of the Notes

being issued, if on the relevant Issue Date a Dealer does not

pay the full purchase price

due from it in respect of any Note (the

Defaulted Note

) and, as a result, the Defaulted Note

remains in the Agent's distribution account with Euroclear and/or

Clearstream, Luxembourg

after such Issue Date, the Agent will continue to hold the

Defaulted Note to the order of the

Issuer.

The Agent shall notify the Issuer forthwith of the failure

of the Dealer to pay the full

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purchase price due from it in respect of any Defaulted Note and,

subsequently, shall notify

the Issuer forthwith upon receipt from

the Dealer of the full purchase price in respect of

such Defaulted Note.

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PAYMENTS

7.1

The Issuer, failing which the Guarantor will, before 10.00 a.m. (local time in the relevant

financial centre of the payment), on each date on which any payment

in respect of any

Note becomes due, transfer to an account specified by the Agent

such amount in the

relevant currency as shall be sufficient for the purposes of such payment

in funds settled

through such payment system as the Agent and the Issuer or, as the case may be, the

Guarantor may agree.

7.2

The Issuer, failing which the Guarantor will ensure that no later than 10.00 a.m. (London

time) on

the Business Day (as defined below) immediately preceding

the date on which

any payment is to be made to the Agent pursuant to subclause 7.1, the

Agent shall receive

a payment confirmation from the paying bank of the Issuer.

For the purposes of this

clause

Business Day

means a day which is both:

(a)

a day on which commercial banks and foreign exchange markets

settle payments

and are open for general business (including dealing in foreign

exchange and

foreign currency deposits) in London and any other place specified

in the applicable

Final Terms

as an Additional Business Centre; and

(b)

either (i) in relation to a payment to be made in a Specified

Currency other than

euro, a day on which commercial banks and foreign exchange

markets settle

payments in the principal financial centre of the country of the relevant

Specified

Currency (if other than London and any Additional Business

Centre) and which, if

the Specified Currency is New Zealand Dollars, shall be Auckland

or (ii) in relation

to any sum payable in euro, a day on which the Trans-European Automated Real

Time Gross Settlement Express Transfer System (known

as TARGET or T2) is

operating.

7.3

The Agent shall ensure that payments of both principal

and interest in respect of a

Temporary Global Note will be made only to the extent that certification of non-U.S.

beneficial ownership as required by U.S. securities laws and U.S.

Treasury regulations has

been received from Euroclear and/or Clearstream, Luxembourg in accordance

with the

terms thereof.

7.4

Subject to the receipt by the Agent of the payment confirmation as provided

in subclause

7.2 above, the Agent or the relevant Paying

Agent shall pay or cause to

be paid all amounts

due in respect of the Notes on

behalf of the Issuer (failing

which the Guarantor) in the

manner provided in the Conditions. If any payment

provided for in subclause 7.1 is made

late but otherwise in accordance with the provisions of

this Agreement, the Agent and each

Paying Agent shall nevertheless make payments

in respect of the Notes as aforesaid

following receipt by it of such payment.

7.5

If for any reason the Agent considers in its reasonable opinion

that the amounts to be

received by the Agent pursuant to subclause 7.1

will be, or the amounts actually received

by it pursuant thereto are, insufficient to satisfy all claims in respect of all payments

then

falling due in respect of the Notes, neither the Agent nor any Paying Agent

shall be obliged

to pay any such claims until the Agent has received the full amount

of all such payments.

7.6

Without prejudice to subclauses 7.4 and 7.5, if the Agent pays any

amounts to the holders

of Notes

or Coupons or to any Paying Agent at a time when

it has not received payment in

full in respect of the relevant Notes in accordance with subclause 7.1

(the excess of the

amounts so paid over the amounts so received being the

Shortfall

), the Issuer, failing

which the Guarantor will, in addition to paying amounts due under subclause

7.1, pay to the

Agent on demand interest (at a rate which represents the aggregate of

one per cent. and

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the Agent's cost of funding the Shortfall) on the Shortfall (or the unreimbursed

portion

thereof) until the receipt in full by the Agent of the Shortfall.

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7.7

The Agent shall on demand promptly reimburse

each Paying Agent for payments in respect

of Notes properly made by such Paying Agent in accordance

with this Agreement and the

Conditions unless the Agent has notified the Paying Agent,

prior to the opening of business

in the location of the office of the Paying Agent through

which payment in respect of the

Notes can be made on the due date of a payment

in respect of the Notes, that the Agent

does not expect to receive sufficient funds to make payment of all amounts

falling due in

respect of such Notes.

7.8

Whilst any Notes are represented by Global Notes, all payments due

in respect of such

Notes shall

be made to, or to the order of, the holder of the Global Notes,

subject to and in

accordance with the provisions of the Global Notes.

On the occasion of any such payment

(i) in the case of a CGN, the Paying Agent to which

the Global Note was presented for the

purpose of making such payment shall cause the appropriate

Schedule to the relevant

Global Note to be annotated so as to evidence the amounts and

dates of such payments of

principal and/or interest as applicable or (ii) in the case of

any Global Note which is an

NGN, the Agent shall instruct Euroclear and Clearstream, Luxembourg

to make appropriate

entries in their records to reflect such payment.

7.9

If the amount of principal and/or interest then due for payment is

not paid in full (otherwise

than by reason of a deduction required by law to be

made therefrom or by reason of a

FATCA

Withholding),

(i) the Paying

Agent to which

a Note

is presented for

the purpose of

making such payment

shall,

unless

the

Note

NGN,

make

record

such

Shortfall

the

Note

and

such

record shall,

in the

absence of manifest

error,

prima facie

evidence that

the payment in

question has not to that extent

been made or (ii) in the case

of any Global Note which is an

NGN, the Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate

entries in their records to reflect such shortfall in payment.

7.10

In the event that (a) the Issuer is or becomes a Participating

FFI, (b) Notes are issued or

amended (or any terms of the Notes are waived) after

the Grandfathering Date and (c) the

Issuer or the Guarantor determines in its sole discretion that FATCA Withholding will be

required in connection with any payment due to the Agent on any

Notes, then the Issuer or

the Guarantor will be entitled to re-direct or reorganise any such payment

in any way that it

sees fit in order that the payment may be made without FATCA Withholding provided that

any such redirected or reorganised payment is otherwise made

in accordance with this

Agreement.

The Issuer will promptly notify the Agent and the Noteholders

of any such

redirection or reorganisation.

7.11

The Agent shall be entitled to deduct FATCA Withholding, and shall have no obligation to

gross-up any payment hereunder or to pay any additional

amount as a result of such

FATCA

Withholding.

DETERMINATIONS

AND

NOTIFICATIONS

RESPECT

NOTES

AND

INTEREST

DETERMINATION

8.1

Determinations and Notifications

(a)

The Agent shall make all such determinations and calculations

(howsoever described) as it

is required to do under the Conditions, all subject to and in accordance

with the Conditions.

(b)

The Agent shall not be responsible to the Issuer, the Guarantor or to any third party as a

result of the Agent having acted on any quotation given by any Reference

Bank which

subsequently may be found to be incorrect.

(c)

The Agent shall promptly notify (and confirm in writing to) the

Issuer, the Guarantor, the

other Paying Agents and (in respect of a Series of Notes listed on

a Stock Exchange) the

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relevant Stock Exchange of,

inter alia

, each Rate of Interest, Interest Amount and Interest

Payment Date and all other amounts, rates and dates which it

is obliged to determine or

calculate under the Conditions as

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soon

practicable

after

the

determination

thereof

and

any

subsequent

amendment

thereto pursuant to the Conditions.

(d)

The Agent shall use its best endeavours to cause each Rate of

Interest, Interest Amount

and Interest Payment Date and all other amounts, rates and dates

which it is obliged to

determine or calculate under the Conditions to be published

as required in accordance with

the Conditions as soon as possible after their determination

or calculation.

(e)

If the Agent does not at any material time for any reason determine

and/or calculate and/or

publish the Rate of Interest, Interest Amount and/or Interest Payment

Date in respect of any

Interest Period

or any other amount, rate or date as provided in this clause,

it shall

forthwith notify the Issuer, the Guarantor and the other Paying Agents of such fact.

(f)

Determinations with regard to Notes shall be made by the Calculation

Agent specified in the

applicable Final Terms in the manner specified in the applicable Final Terms.

Unless

otherwise agreed between the Issuer and the relevant Dealer or

unless the Agent is the

Calculation Agent (in which case the provisions of this Agreement

shall apply), such

determinations shall be made on the basis of a Calculation

Agency Agreement substantially

in the form of Appendix 1 to this Agreement.

8.2

Interest Determination,

Screen Rate Determination

including Fallback

Provisions

(a)

Where Screen Rate Determination is specified in the applicable

Final Terms

as the manner

in which the Rate of Interest is to be determined, the Rate of Interest

for each Interest

Period will be determined in accordance with the Conditions.

(b)

The Conditions also contain provisions for determining the Rate of

Interest in the event that

the Relevant Screen Page is not available or the quotation or quotations

required by the

Conditions are unavailable or following a Benchmark Event or Benchmark

Transition Event.

NOTICE OF ANY WITHHOLDING

OR DEDUCTION

In the

event that

(a) the

Issuer or

the Guarantor

is or

becomes a

Participating FFI

and (b)

Notes

are

issued

amended

(or

any

terms

the

Notes

are

waived)

after

the

Grandfathering Date, the Issuer will notify the Agent as

soon as is practicable of: (i) the fact

that

the

Issuer

the

Guarantor

has

become

Participating

FFI,

and

(ii)

any

other

information

known

the

Issuer

and

pertaining

the

Issuer

or,

the

case

may

be,

the

Guarantor,

necessary

for

the

Agent

determine

the

amount,

any,

required

withhold or

deduct in

respect of

any FATCA

Withholding in

relation to

any payment

under

the Notes.

10.

DUTIES OF THE

AGENT IN CONNECTION

WITH EARLY REDEMPTION

10.1

If the Issuer decides to redeem any Notes for the time being outstanding

prior to their

Maturity Date in accordance with the Conditions, the Issuer shall,

unless otherwise agreed,

give notice of such decision to the Agent not less than

15 days before the date on which the

Issuer will give notice to the Noteholders in accordance with

the Conditions of such

redemption in order to enable the Agent to undertake its obligations

herein and in the

Conditions.

10.2

If some only of the Notes are to be redeemed on such date, the Agent

shall make the

required drawing in accordance with the Conditions but shall give

the Issuer and the

Guarantor reasonable notice of the time and place proposed

for such drawing and the

Issuer shall be entitled to send representatives to attend such

drawing.

10.3

The Agent shall publish the notice required in connection with any

such redemption and

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shall at the same

time also

publish a

separate list

of the

serial numbers

of any

Notes

previously drawn and not

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presented

for

redemption.

Such

notice

shall

specify

the

date

fixed

for

redemption,

the

redemption amount,

the manner

in which

redemption will

be effected

and, in

the case

of a

partial

redemption, the

serial

numbers

the

Notes

redeemed.

Such

notice

will

published

accordance

with

the

Conditions.

The

Agent

will

also

notify

the

other

Paying

Agents of any date fixed for redemption of any Notes.

10.4

Each Paying Agent will keep a stock of Put Notices and

will make such notices available on

demand to holders of Notes, the Conditions of which provide

for redemption at the option of

Noteholders. Upon receipt of any Note deposited

in the exercise of such option in

accordance with the Conditions, the Paying Agent

with which such Note is deposited shall

hold such Note (together with any Coupons and Talons relating to it deposited with it) on

behalf of the depositing Noteholder (but shall not, save as provided

below, release it) until

the due date for redemption of the relevant Note consequent upon

the exercise of such

option, when, subject as provided below, it shall present such Note (and any such Coupons

and Talons)

to itself for payment of the amount due thereon together with

any interest due

on such date in accordance with the Conditions and shall

pay such moneys in accordance

with the directions of the Noteholder contained in the relevant Put

Notice.

If, prior to such

due date for its redemption, such Note becomes immediately due and

payable or if upon

due presentation payment of such redemption moneys is improperly

withheld or refused,

the Paying Agent concerned shall post such Note (together with

any such Coupons and

Talons)

by uninsured post to, and at the risk of, the relevant Noteholder

unless the

Noteholder has otherwise requested and paid the

costs of such insurance to the relevant

Paying Agent at the time of depositing the Notes at such address as

may have been given

by the Noteholder in the relevant Put Notice.

At the end of each period for the exercise

such option, each Paying

Agent shall promptly notify the Agent of

the principal amount of

the Notes in respect of which such option has been exercised

with it together with their

serial numbers and the Agent shall promptly notify such details

to the Issuer.

The Issuer

the Guarantor shall provide to the Agent sufficient supplies of blank Put Notices

for such

purposes.

11.

RECEIPT AND PUBLICATION OF NOTICES

11.1

Forthwith upon the receipt by the Agent of a demand or notice

from any Noteholder in

accordance with the Conditions the Agent shall forward a copy thereof

to the Issuer and the

Guarantor.

11.2

On behalf of and at the request and expense of the Issuer (failing which

the Guarantor), the

Agent shall cause to be published all notices required to be given by

the Issuer or the

Guarantor to the Noteholders in accordance with the Conditions.

12.

CANCELLATION OF NOTES, COUPONS

AND TALONS

12.1

All Notes which are redeemed, all Coupons which are paid

and all Talons which are

exchanged shall be cancelled by the Agent or Paying Agent by which

they are redeemed,

paid or exchanged.

In addition, the Issuer and the Guarantor shall immediately notify the

Agent in writing of all Notes which are purchased by or on behalf

of the Issuer or the

Guarantor and all such Notes surrendered to a Paying Agent

for cancellation, together (in

the case of Definitive Notes) with all unmatured Coupons or

Talons

(if any) attached thereto

or surrendered therewith, shall be cancelled by the Paying Agent

to which they are

surrendered.

Each of the other Paying Agents shall give to

the

Agent details of all

payments made by it and shall deliver all cancelled Notes, Coupons

and Talons

to the

Agent.

12.2

A certificate stating:

(a)

the

aggregate

nominal

amount

Notes

which

have

been

redeemed

and

the

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aggregate amount paid in respect thereof;

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(b)

the number of Notes cancelled together (in the case of Notes in definitive

form) with

details of all unmatured Coupons or Talons (if any) attached thereto or delivered

therewith;

(c)

the aggregate amount paid

in respect of interest on

the Notes;

(d)

the total number by maturity

date of Coupons and

Talons

so cancelled; and

(e)

(in the case of Definitive

Notes) the serial numbers of

such Notes,

shall

given

the

Issuer

the

Agent

soon

reasonably

practicable

and

any

event upon written

request within three months

after the date

of such repayment

or,

as the

case may be, payment or exchange.

12.3

The Agent shall destroy all cancelled Notes, Coupons and Talons and, forthwith upon

destruction, furnish the Issuer upon written request with a certificate

of the serial numbers

of the Notes (in the case of Notes in definitive form) and the number

by maturity date of

Coupons and Talons so destroyed.

12.4

Without prejudice to the obligations of the Agent pursuant to subclause

12.2, the Agent

shall keep a full and complete record of all Notes, Coupons and Talons (other than serial

numbers of Coupons) and of their redemption, purchase by or on

behalf of the Issuer or the

Guarantor and cancellation, payment or exchange (as the case may be)

and of all

replacement Notes, Coupons or Talons

issued

in substitution for mutilated, defaced,

destroyed, lost or stolen Notes,

Coupons or Talons.

The Agent shall in respect of the

Coupons of each maturity retain (in the case of Coupons other than Talons) until the expiry

of ten years from the Relevant Date in respect of such Coupons and

(in the case of Talons)

indefinitely either all paid or exchanged Coupons of that maturity or

a list of the serial

numbers of Coupons of that maturity still remaining unpaid or unexchanged. The Agent

shall at all reasonable times make such record available to the Issuer, the Guarantor and

any persons authorised by it for inspection and for the

taking of copies thereof or extracts

therefrom.

12.5

The Agent is authorised by the Issuer and instructed (a) in the case

of any Global Note

which is a CGN, to endorse or to arrange for the endorsement of

the relevant Global Note

to reflect the reduction in the nominal amount represented by it

by the amount so redeemed

or purchased and cancelled and (b) in the case of any Global Note

which is an NGN, to

instruct Euroclear and Clearstream, Luxembourg to make appropriate

entries in their

records to reflect such redemption or purchase and cancellation, as

the case may be;

provided, that, in the case of a purchase or cancellation, the Issuer

has notified the Agent

of the same in accordance with subclause 12.1.

12.6

All records and certificates made or given pursuant to this clause

and clause 13 shall make

a distinction between Notes, Coupons and Talons of each Series.

13.

ISSUE OF REPLACEMENT

NOTES, COUPONS

AND TALONS

13.1

The Issuer will cause a sufficient quantity of additional forms of Notes, Coupons

and Talons

to be available, upon request, to the Agent at its specified office for the purpose

of issuing

replacement Notes, Coupons and Talons as provided below.

13.2

The Agent will, subject to and in accordance with the Conditions

and the following

provisions of

this clause, cause to be delivered any replacement Notes, Coupons

and

Talons

which the Issuer may determine to issue in place of Notes,

Coupons and Talons

which have been lost, stolen, mutilated, defaced or destroyed.

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13.3

In the case of a mutilated or defaced Note, the Agent shall ensure

that (unless otherwise

covered by such indemnity as the Issuer may reasonably require)

any replacement Note

will only have attached

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to it Coupons and Talons corresponding to those (if any) attached to the mutilated or

defaced Note which is presented for replacement.

13.4

The Agent shall not issue any replacement Note, Coupon or Talon unless and until the

claimant therefor shall have:

(a)

paid such costs and

expenses as may be incurred

in connection therewith;

(b)

furnished it with such evidence

and indemnity as

the Issuer may reasonably

require;

and

(c)

in the case of any

mutilated or defaced Note, Coupon

or Talon,

surrendered it to the

Agent.

13.5

The Agent shall cancel any mutilated or defaced Notes, Coupons

and Talons

in respect of

which replacement Notes, Coupons and Talons have been issued pursuant to this clause

and shall furnish the Issuer with a certificate stating

the serial numbers of the Notes,

Coupons and Talons so cancelled and, unless otherwise instructed by the Issuer in writing,

shall destroy such cancelled Notes,

Coupons and Talons and furnish the Issuer with a

destruction certificate containing the information specified

in subclause 12.3.

13.6

The Agent shall, on issuing any replacement Note, Coupon or

Talon, forthwith inform the

Issuer and the other Paying Agents of the serial number of such

replacement Note, Coupon

or Talon

issued and (if known) of the serial number of the Note,

Coupon or Talon in place of

which such replacement Note, Coupon or Talon has been issued.

Whenever replacement

Coupons or Talons are issued pursuant to the provisions of this clause, the Agent shall also

notify the other Paying Agents of the maturity dates of the lost, stolen,

mutilated, defaced or

destroyed Coupons or Talons and of the replacement Coupons or Talons

issued.

13.7

The Agent shall keep a full and complete record of all replacement

Notes, Coupons and

Talons

issued and shall make such record available at all reasonable

times to the Issuer,

the Guarantor and any persons authorised by it for inspection and

for the taking of copies

thereof or extracts therefrom.

13.8

Whenever any Note, Coupon or Talon for which a replacement Note, Coupon or Talon has

been issued and in respect of which the serial number is known

is presented to the Agent

or any of the other Paying Agents for payment, the Agent or, as the case may be, the

relevant other Paying Agent shall immediately send notice thereof

to the Issuer and the

other Paying Agents.

14.

COPIES OF DOCUMENTS

AVAILABLE

FOR INSPECTION OR

COLLECTION

14.1

The Paying Agents shall hold available for inspection or collection

at their specified office

during normal business hours copies of all documents required

to be so available by the

Conditions of any Notes. For these purposes, the Issuer, failing which the Guarantor, shall

furnish the Paying Agents with sufficient copies of each of the relevant documents.

14.2

Each Paying Agent shall provide by email to a Noteholder copies

of all documents required

to be so available by the Conditions of any Notes, following the Noteholder’s

prior written

request and provision of proof of holding and identity (in a form

satisfactory to the relevant

Paying Agent).

15.

MEETINGS OF NOTEHOLDERS

15.1

The provisions of Schedule 4 hereto shall apply to meetings of

the Noteholders and shall

have effect in the same manner as if set out in this Agreement.

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15.2

Without prejudice to subclause 15.1, each of the Agent and the

other Paying Agents on the

request

any

Noteholder

shall

issue

voting

certificates

and

block

voting

instructions

accordance

with

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Schedule

and

shall

forthwith

give

notice

the

Issuer

writing

any

revocation

amendment

of a

block voting

instruction.

Each of

the Agent

and the

other Paying

Agents

will

keep

full

and

complete

record

all

voting

certificates

and

block

voting

instructions

issued by it and will, not less than

24 hours before the time appointed for holding a meeting

adjourned meeting,

deposit at

such

place

as the

Agent shall

designate or

approve, full

particulars

all

voting

certificates

and

block

voting

instructions

issued

respect

such

meeting

adjourned

meeting.

The

Issuer

shall

provide

the

Agent

sufficient

supplies of such voting certificates and block voting instructions

for such purposes.

16.

COMMISSIONS, EXPENSES

AND REVIEW OF FEES

AND EXPENSES

16.1

The Issuer, failing which the Guarantor agrees to pay to the Agent such fees and

commissions as the Issuer, the Guarantor and the Agent shall separately agree in respect

of the services of the Agent and the other Paying Agents hereunder

together with any

expenses reasonably incurred (including legal, printing, postage,

fax, cable and advertising

expenses) incurred by the Agent and the other Paying Agents in

connection with their said

services.

16.2

The Agent will make payment of the fees and commissions due hereunder

to the other

Paying

Agents and will reimburse their expenses promptly after the receipt

of the relevant

moneys from the Issuer or, as the case may be, the Guarantor. Neither the Issuer nor the

Guarantor shall be

responsible for any such payment or reimbursement

by the Agent to

the other Paying Agents.

16.3

The parties to this Agreement agree that, at the request of the Agent,

the fees and

expenses payable under this clause 16 may be reviewed and increased

from time to time in

accordance with the Agent’s or any other relevant Paying

Agent’s then current fee levels.

In addition, the Agent reserves the right at any time and

from time to time to charge the

Issuer properly incurred additional fees and expenses in

respect of the performance by the

Agent or such other Paying Agent of services hereunder in respect of any

exercise by the

Issuer or the Noteholders of any call or put option, exchanges,

conversions, solicitations,

offers, tenders or any other process that requires communication with

the Noteholders.

17.

INDEMNITY

17.1

The Issuer, failing which the Guarantor, agrees to indemnify,

defend and hold the Agent

and its officers, directors, employees, agents and shareholders harmless

from and against

any and all liabilities that are properly incurred by each of them

and their respective officers,

directors, employees, agents and shareholders arising directly or indirectly

out of or in

connection with this Agreement (including value added tax or similar

tax pursuant to clause

1.4 of this Agreement and stamp and other documentary taxes

and duties pursuant to

clause 27 of this Agreement, but

excluding all other taxes), including, without limitation, any

payment made by the Agent relying on information received by

it pursuant to clause 7 and

the legal costs and expenses as such expenses are incurred

(including, without limitation,

the expenses of any experts, counsel, agents or other professional

advisers) of

investigating, preparing for or defending itself against any action, claim

or liability in

connection with its performance hereunder.

In no event however, shall the Issuer or the

Guarantor be obliged to indemnify the Agent and keep the Agent

harmless from any fees,

expenses, charges and/or liabilities (i) incurred by the Agent

as a result of its own fraud,

wilful misconduct or negligence, or (ii) the reimbursement of which is governed

by another

clause of this Agreement.

17.2

The indemnity set out above shall survive

the resignation or removal of the Agent

or any

termination or expiry of this Agreement including any termination

under any bankruptcy law

or similar.

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18.

REPAYMENT

BY THE AGENT

Upon the Issuer or,

as the case may be, the Guarantor

being discharged from its obligation

make

payments

respect

any

Notes

pursuant

the

relevant

Conditions,

and

provided

that

there

outstanding,

bona

fide

and

proper

claim

respect

any

such

payments, the

Agent shall

forthwith on

demand pay

to the

Issuer or,

as the

case may

be,

the Guarantor sums

equivalent to any

amounts paid to

it by the

Issuer or,

as the case may

be, the Guarantor for the purposes of such payments.

19.

CONDITIONS OF APPOINTMENT

19.1

The Agent shall be entitled to deal with money paid to it by the Issuer

or the Guarantor for

the purpose of this Agreement in the same manner as other

money paid to a banker by its

customers except:

(a)

that it shall not exercise

any right of set-off, lien or similar

claim in respect

thereof;

(b)

as provided in subclause 19.2

below; and

(c)

that it shall not be

liable to account to the

Issuer or the Guarantor for any interest

thereon.

19.2

In acting hereunder and in connection with the Notes, the Agent

and the other Paying

Agents shall act solely as agents of the Issuer and the Guarantor and

will not thereby

assume any obligations towards or relationship of agency or trust

for or with any of the

owners or holders of the Notes, Coupons or Talons.

19.3

The Agent and the other Paying Agents hereby undertake to

the Issuer and the Guarantor

to perform such obligations and duties, and shall be obliged to perform

such duties and

only such duties as are herein (including Schedule 8 in the

case of the Agent), in the

Conditions and in the Procedures Memorandum specifically

set forth and no implied duties

or obligations shall be read into this Agreement or the Notes against

the Agent and the

other Paying Agents.

Each of the Paying Agents (other than the Agent) agrees

that if any

information that is required by the Agent to perform the duties set

out in Schedule 8

becomes known to it, it will promptly provide such information to the Agent.

19.4

The Agent may consult with legal and other professional

advisers and the opinion of such

advisers shall be full and complete protection in respect of any action

taken, omitted or

suffered hereunder in good faith and in accordance with the opinion of such advisers.

19.5

Each of the Agent and the other Paying

Agents shall be protected and shall incur no liability

for or in respect of any action taken, omitted or suffered in reliance upon

any instruction,

request or order from the Issuer or the Guarantor or any notice,

resolution, direction,

consent, certificate, affidavit, Note, statement, cable, telex or other paper

or document

which it reasonably believes to be genuine and to have been delivered,

signed or sent by

the proper party or parties or upon written instructions from the

Issuer or the Guarantor.

19.6

Any of the Agent and the other Paying Agents and their officers, directors and

employees

may become the owner of, or acquire any interest in, any Notes,

Coupons or Talons with

the same rights that it or they would have if the Agent or the

relevant other Paying Agent,

as the case may be, concerned were not appointed hereunder, and may engage or be

interested in any financial or other transaction with the Issuer

or the Guarantor and may act

on, or as depositary, trustee or agent for,

any committee or body of holders of Notes or

Coupons or in connection with any other obligations

of the Issuer or the Guarantor as freely

as if the Agent or the relevant other Paying

Agent, as the case may be, were not appointed

hereunder.

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19.7

The Issuer and the Guarantor shall provide the Agent with a certified

copy of the list of

persons authorised to execute documents and take action

on its behalf in connection with

this Agreement and shall notify the Agent immediately in writing

if any of such persons

ceases to be so authorised or if any additional person becomes so authorised

together, in

the case of an additional authorised person, with

evidence satisfactory to the Agent that

such person has been so authorised.

19.8

Notwithstanding any provision of this Agreement

to the contrary, the Agent shall not in any

event be liable for indirect, punitive or consequential loss or

damage of any kind

whatsoever (including but not limited to lost profits), whether or not

foreseeable, even if the

Agent has been advised of the likelihood of such loss or damage

and regardless of whether

the claim for loss or damage is made in negligence, for breach of contract

or otherwise.

19.9

Notwithstanding anything to the contrary in the transaction documents,

the Agent shall not

be liable to any person for any matter or thing done or omitted in

any way in connection

with the transaction documents save in relation to its own wilful

default, negligence, fraud or

wilful misconduct, including that of its officers and employees.

19.10

The Agent shall not be under any obligation to take (and the Agent shall

be entitled to

refrain from taking without liability) any action under this Agency

Agreement (including

without limitation, any legal action or proceedings under or in connection

with this Agency

Agreement) or the other transaction documents which in its reasonable

opinion may be

illegal or contrary to any law or regulation applicable to it (including,

without limitation, the

laws of the United States of America or any jurisdiction forming part of

it or England and

Wales or Luxembourg) or any direction or regulation of any agency of any such state or

jurisdiction. The Agent may without liability do anything which is,

in its reasonable opinion,

necessary to comply with any such law, directive,

policy or regulation.

In such event, the

Agent shall, where legally permissible and reasonably practicable,

take all reasonable steps

to notify the Issuer that it has so refrained.

20.

RELEASE OF THE GUARANTOR

20.1

If the Guarantee terminates and the Guarantor is released from

its obligations in respect of

the Notes pursuant to Condition 2(c) (

Termination of Guarantee

), the Guarantor will be

deemed to be simultaneously released from its rights and

obligations as the Guarantor

under this Agreement from (and including) the Guarantee Termination Date, without

prejudice to any obligations which may have accrued prior to

that time, without the need for

any further act or thing to be done.

20.2

Pursuant to the terms of Condition 2(c), the Issuer shall deliver to

the Agent a notice of

such termination as soon as reasonably practicable after such

termination.

21.

COMMUNICATION BETWEEN THE PARTIES

A copy

of all

communications relating to

the subject

matter of

this Agreement

between the

Issuer,

the Guarantor and the Noteholders or Couponholders and any of the Paying

Agents

(other than the Agent) shall be sent to the Agent by the other

relevant Paying Agent.

22.

CHANGES IN AGENT

AND OTHER PAYING AGENTS

22.1

Each of the Issuer and the Guarantor agrees that, for so long as

any Note is outstanding, or

until moneys for the payment of all amounts in respect of all

outstanding Notes have been

made available to the Agent and have been returned to the

Issuer or, as the case may be,

the Guarantor as provided herein:

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(a)

so long as any Notes are listed on any Stock Exchange,

there will at all times be a

Paying Agent (which may be the Agent) with a specified office in such place

as may

be required by the rules and regulations of the relevant Stock Exchange

or other

relevant authority;

(b)

there will at all times

be a Paying Agent with

a specified office outside Norway;

and

(c)

there will at all times be

an Agent.

addition, the

Issuer

and

the

Guarantor

shall

forthwith

appoint

Paying Agent

having

specified office in New York

City in the circumstances described in the second paragraph of

Condition

4(d).

Any

variation,

termination,

appointment

change

shall

only

take

effect

(other than in the case of insolvency (as provided in subclause

22.5 below), when it shall be

of immediate effect)

after not less

than 30

nor more than

45 days' prior

notice thereof shall

have been given to the Noteholders in accordance with Condition

12.

22.2

The Agent may (subject as provided in subclause 22.4 below) at any time

resign as Agent

by giving at least 90 days' written notice to the Issuer

and the Guarantor of such intention

on its part, specifying the date on which its desired resignation

shall become effective.

22.3

The Agent may (subject as provided in subclause 22.4 below) be

removed at any time by

the Issuer and the Guarantor on at least 30 days' notice by

the filing with it of an instrument

in writing signed on behalf of the Issuer and the Guarantor specifying

such removal and the

date when it shall become effective.

22.4

Any resignation under subclause 22.2

or removal under subclauses 22.3 or 22.5

shall only

take effect upon the appointment by the Issuer and the Guarantor as hereinafter

provided,

of a successor Agent and (other than in cases of insolvency of the

Agent) on the expiry of

the notice to be given under clause 24.

The Issuer and the Guarantor agree with the Agent

that if, by the day falling ten days before the expiry of any notice under

subclause 22.2, the

Issuer and the Guarantor have not

appointed a successor Agent, then the Agent shall be

entitled, on behalf of the Issuer and the Guarantor to appoint as

a successor Agent in its

place a reputable financial institution of good standing which

the Issuer shall approve (such

approval not to be unreasonably withheld or delayed).

22.5

In case at any time the Agent resigns, or is removed, or becomes

incapable of acting, or is

adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy

or makes an

assignment for the benefit of its creditors or consents to the appointment

of an

administrator, liquidator or

administrative or other receiver of all or a substantial part of

its

property, or admits in writing its inability to pay or meet its debts as they mature or

suspends payment thereof, or if any order of any court is entered

approving any petition

filed by or against it under the provisions of any applicable

bankruptcy or insolvency law or

if a receiver of it or of all or a substantial part of its property is appointed

or if any officer

takes charge or control of it or of its property or affairs for the purpose of rehabilitation,

conservation or liquidation, a successor Agent, which shall

be a reputable financial

institution of good standing may be appointed by the Issuer and

the Guarantor by an

instrument in writing filed with the successor Agent.

Upon the appointment as aforesaid of

a successor Agent and acceptance by the latter

of such appointment and (other than

case of insolvency of the Agent when it

shall be of immediate effect) upon expiry of the

notice to be given under clause 24 the Agent so superseded shall cease

to be the Agent

hereunder.

22.6

Subject to subclause 22.1, the Issuer and the Guarantor may, after prior consultation with

the Agent, terminate the appointment of any of the other Paying Agents

at any time and/or

appoint one or more further other Paying Agents by giving to

the Agent, and to the relevant

other Paying Agent at least

45 days' notice in writing to that effect (other than in the case of

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insolvency of the other Paying

Agent).

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22.7

Subject to subclause 22.1, all or any of the Paying Agents may resign

their respective

appointments hereunder at any time by giving the Issuer, the Guarantor and the Agent at

least 45 days' written notice to that effect.

22.8

Upon its resignation or

removal becoming effective, the

Agent or the relevant

Paying Agent:

(a)

shall forthwith transfer all moneys held by

it hereunder and, if applicable, deliver

the

records referred to in subclauses 12.4 and 13.7 to the successor Agent

hereunder;

and

(b)

shall be entitled to the payment by the Issuer, failing which the Guarantor of its

commissions, fees and expenses for the services theretofore

rendered hereunder in

accordance with the terms of clause 16.

22.9

Upon its appointment becoming effective, a successor Agent and any new

Paying Agent

shall, without further act, deed or conveyance, become vested with all

the authority, rights,

powers, trusts, immunities, duties and

obligations of its predecessor or, as the case

may be,

a Paying Agent with like effect as if originally named

as Agent or (as the case may be) a

Paying Agent hereunder.

22.10

If either the Issuer or Guarantor is required to withhold

or deduct any FATCA

Withholding in

connection with any payments due on the Notes and such FATCA Withholding would not

have arisen but for the Paying Agent not being

or having ceased to be a person

to whom

payments are free from FATCA Withholding, the Issuer or Guarantor will be entitled, during

the period in which that Paying Agent is not a

person to whom payments are free

from

FATCA

Withholding, to terminate the Paying Agent with 10 days’ notice

and such

termination will be effective from any such time specified in writing to such

Paying Agent.

23.

MERGER AND CONSOLIDATION

Any

corporation

into

which

the

Agent

any

other

Paying

Agent

may

merged

converted, or

any corporation with

which the Agent

or any of

the other

Paying Agents may

be consolidated, or

any corporation resulting

from any

merger,

conversion or consolidation

to which the Agent or any

of the other Paying Agents shall be

a party,

or any corporation to

which

the

Agent

any

the

other

Paying

Agents

shall

sell

otherwise

transfer

all

substantially

all

the

assets

the

Agent

any other

Paying

Agent,

any

corporation to

which

the

Agent

any

other

Paying

Agent

shall

sell

otherwise

transfer

all

substantially

all

its

corporate

trust

business

shall,

the

date

when

such

merger,

conversion, consolidation

or transfer

becomes effective

and to

the extent

permitted by

any

applicable laws, become

the successor

Agent or,

as the

case may

be, other

Paying Agent

under this

Agreement without

the execution

or filing

of any

paper or

any further

act on

the

part

the

parties

hereto,

unless

otherwise

required

the

Issuer

the

Guarantor,

and

after

the

said

effective

date

all

references in

this

Agreement to

the

Agent

or,

as the

case

may

be,

such

other

Paying

Agent

shall

deemed

references

such

corporation.

Written

notice of

any such

merger,

conversion, consolidation

transfer shall

forthwith be

given to the Issuer and the Guarantor by the Agent or other

Paying Agent.

24.

NOTIFICATION OF CHANGES TO PAYING AGENTS

Following

receipt

notice

resignation

from

the

Agent

any

other

Paying

Agent

and

forthwith

upon

appointing

successor

Agent

or,

the

case

may

be,

further

other

Paying Agents or on giving notice to terminate the appointment of the Agent or, as the

case

may

be,

other

Paying

Agent,

the

Agent

(on

behalf

and

the

expense

the

Issuer,

failing which the Guarantor) shall give or

cause to be given not more than

45 days' nor less

than 30 days' notice thereof to the Noteholders in accordance with

the Conditions.

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25.

CHANGE OF SPECIFIED

OFFICE

the

Agent

any

other

Paying

Agent

determines

change

its

specified

office

shall

(after

having, in any such case other than a

change of specified office within the same

city,

obtained

the

prior

written

approval

the

Issuer

and

the

Guarantor

thereto)

give

the

Issuer,

the

Guarantor

and

(if

applicable)

the

Agent

written

notice

such

determination

giving the address of the new specified office which shall be in the same city

and stating the

date on which such change is to take effect, which shall not be less than 45 days

thereafter.

The

Agent

(on

behalf

the

Issuer,

failing

which

the

Guarantor)

but

its

own

expense)

shall within

days of

receipt of

such notice

(unless the

appointment of

the

Agent or

the

other relevant

Paying Agent,

as the

case may

be, is

to terminate

pursuant to clause

22 on

or prior

to the

date of

such change)

give or

cause to

be given

not more

than 45

days' nor

less than 30 days' notice thereof to the Noteholders in accordance

with the Conditions.

26.

NOTICES AND COMMUNICATION

26.1

Any notice or communication

given hereunder shall be

sufficiently given or served:

(a)

if delivered in person to the relevant address specified on

the signature pages

hereof or such other address as may be notified by the recipient

in accordance with

this clause and, if so delivered, shall be deemed to have been delivered

at time of

receipt; or

(b)

if by email, when sent, subject to no delivery failure notification being

received by

the

sender within 24 hours of the time of sending, to the relevant email

address

specified on the signature pages hereof or such other email address

as may be

notified by the recipient in accordance with this clause; or

(c)

if sent by facsimile to the relevant number specified on the signature

pages hereof

or such other address as may be notified by the recipient in accordance

with this

clause and, if so sent, shall be deemed to have been delivered immediately

after

transmission provided such transmission is confirmed when an acknowledgement

receipt is received.

26.2

Where a communication is received after business hours it shall be deemed

to be received

and become effective on the next business day. Every communication

shall be irrevocable

save in respect of any manifest error therein.

26.3

In no event shall the Agent or any other entity of The Bank of New York Mellon Group be

liable for any losses arising to the Agent or any other entity of The Bank

of New York

Mellon Group

receiving or transmitting any data from any Issuer, any Authorised Person or

any party to the transaction via any non-secure method of transmission

or communication,

such as, but without limitation, by facsimile or email. The parties hereto accept that some

methods of communication are not secure and

the Agent or any other entity of The Bank of

New York Mellon Group shall incur no liability for receiving Instructions via any such non-

secure method.

The Agent or any other entity of The Bank of New York Mellon Group is

authorised to comply with and rely upon any such notice,

Instructions or other

communications believed by it to have been sent or given by

an Authorised Person or an

appropriate party to the transaction (or authorised

representative thereof).

The Issuer or

authorised officer of the Issuer shall use all reasonable endeavours to ensure

that

Instructions transmitted to the Agent or any

other entity of The Bank of New

York Mellon

Group pursuant to this Agreement are complete and

correct.

Any Instructions shall be

conclusively deemed to be valid Instructions from the Issuer

or authorised officer of the

Issuer to the Agent or any other entity of The Bank

of New York Mellon Group for the

purposes of this Agreement.

0010155-0003437 UKO2:

2005996996.8

27.

TAXES AND STAMP DUTIES

The

Issuer,

failing

which

the

Guarantor,

agrees

pay

any

and

all

stamp

and

other

documentary

taxes

duties

which

may

payable

connection

with

the

execution,

delivery, performance and enforcement of this Agreement.

28.

CURRENCY INDEMNITY

If, under

any applicable law

and whether pursuant

to a

judgment being made

or registered

against

the

Issuer

and/or

the

Guarantor

the

liquidation,

insolvency

analogous

process of

the Issuer

and/or the

Guarantor or

for any

other reason,

any payment

under or

in connection

with this

Agreement is

made or

falls to

be satisfied

in a

currency (the

other

currency

)

other

than

that

which

the

relevant

payment

expressed

due

(the

required

currency

)

under

this

Agreement,

then,

the

extent

that

the

payment

(when

converted into the required currency

at the rate of

exchange on the date of

payment or,

if it

is not practicable for the

Agent or the relevant

other Paying Agent to purchase

the required

currency with

the other

currency on

the date

of payment,

at the

rate

of exchange

as soon

thereafter

practicable

for

or,

the

case

liquidation,

insolvency

analogous process

at the

rate of

exchange on

the latest

date permitted

by applicable

law

for

the

determination

liabilities

such

liquidation,

insolvency

analogous

process)

actually received by

the Agent

or the relevant

other Paying Agent

falls short of

the amount

due under

the terms

of this

Agreement, the

Issuer and

the Guarantor

jointly and

severally

undertake

that

they

shall,

separate

and

independent

obligation,

indemnify

and

hold

harmless the Agent and each

other Paying Agent against the

amount of such shortfall.

For

the

purpose

this

clause,

rate

exchange

means

the

rate

which

the

Agent

the

relevant other Paying

Agent is able

on the relevant

date to purchase

the required currency

with

the

other

currency

and

shall

take

into

account

any

premium

and

other

costs

exchange.

29.

AMENDMENTS

This

Agreement

may

amended

writing

agreement

between

the

Issuer,

the

Guarantor,

the

Agent

and

the

other

Paying

Agents,

but

without

the

consent

any

Noteholder

Couponholder,

for

the

purpose

curing

any

ambiguity

curing,

correcting

supplementing

any

defective

provision

contained

herein

any

manner

which

the

parties

may

mutually

deem

necessary

desirable

and

which

shall

not

materially prejudicial to the interests of the Noteholders.

The Issuer, the Guarantor and the

Agent may also agree any modification pursuant to

Condition 13 of the Notes.

30.

DESCRIPTIVE HEADINGS

The descriptive headings in this Agreement are for convenience of

reference only and shall

not define or limit the provisions hereof.

31.

CONTRACT (RIGHTS OF

THIRD PARTIES) ACT 1999

person

who

not

party

this

Agency

Agreement

any

agency

agreement

supplemental hereto has

no right

under the Contracts

(Rights of

Third Parties) Act

1999 to

enforce any term of this Agency Agreement or any agency agreement supplemental hereto,

but this does not affect any right or

remedy of a third party which exists or is available apart

from that Act.

32.

GOVERNING LAW AND SUBMISSION

TO JURISDICTION

32.1

This

Agreement

and

any

non-contractual

obligations

arising

out

connection

with

are governed by, and shall be construed in accordance with, English law.

0010155-0003437 UKO2:

2005996996.8

32.2

The courts of England are to have exclusive

jurisdiction to settle any disputes which may

arise of out of or in connection with this Agreement (including

a dispute relating to any non-

contractual obligations arising out of or in connection with

this Agreement) and accordingly

any legal action or proceedings arising out of or in connection with

this Agreement

(

Proceedings

) (including any Proceedings relating to any non-contractual obligations

arising out of or in connection with this Agreement) may be brought

in such courts.

The

Issuer irrevocably submits to the jurisdiction of such courts and waives

any objection to

Proceedings in any such courts whether on the ground of venue or on

the ground that

Proceedings have been brought in an inconvenient forum.

This submission is made for the

benefit of each of the Paying Agents and, to the extent allowed

by applicable law, shall not

limit the right of any of them to take Proceedings in any other court

of competent jurisdiction

nor shall the taking of Proceedings in one or more jurisdictions preclude

the taking of

Proceedings in any other jurisdiction (whether concurrently or not).

The Issuer

and the

Guarantor irrevocably

appoints Equinor

UK Limited

(whose offices

are

the

date

this

Agreement

One

Kingdom

Street,

Paddington

Central,

London

6BD)

their

authorised agent

for

service

process in

England.

for

any

reason

such

agent shall cease to

be such agent for

service of process, the Issuer

and/or the Guarantor,

the

case

may

be,

shall

forthwith,

request

the

Agent,

appoint

new

agent

for

service

process

England

and

deliver

the

Agent

copy

the

new

agent's

acceptance of

that appointment

within 30

days.

Nothing in

this Agreement

shall affect

the

right to serve process in any other manner permitted by law.

33.

COUNTERPARTS

33.1

This Agreement may be executed by any one or more of the parties hereto

in any number

of counterparts, each of which

shall be deemed to be an

original, but all such counterparts

shall together constitute one and the same instrument.

34.

GENERAL

34.1

If any provision in or obligation

under this Agreement is or becomes

invalid, illegal or

unenforceable in any respect under the law of any jurisdiction,

that will not affect or impair

(i) the validity, legality or enforceability under the law of that jurisdiction of any other

provision in or obligation under this Agreement, and (ii) the

validity, legality or enforceability

under the law of any other jurisdiction of that or any other provision in or

obligation under

this Agreement.

35.

EU CONTRACTUAL RECOGNITION

OF BAIL-IN

Notwithstanding

and

the

exclusion

any

other

term

this

Agreement

any

other

agreements, arrangements, or

understanding between the

parties to

this Agreement,

each

the

parties

this

Agreement

acknowledges

and

accepts

that

BRRD

Liability

arising

under

this

Agreement

may

subject

the

exercise

Bail-in

Powers

the

Relevant

Resolution Authority, and acknowledges, accepts, and agrees to be bound by:

(a)

the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in

relation

to any BRRD Liability of any BRRD Entity (a

Relevant BRRD Party

) to any other party

under this Agreement, that (without limitation) may include and

result in any of the

following, or some combination thereof:

(i)

the reduction of all,

or a portion, of the

BRRD Liability or outstanding

amounts due

thereon;

(ii)

the conversion of all, or a portion, of the BRRD Liability into shares,

other securities

other obligations of the Relevant BRRD Party

or another person, and the issue to

0010155-0003437 UKO2:

2005996996.8

conferral on any other party to this Agreement of such shares,

securities or

obligations;

0010155-0003437 UKO2:

2005996996.8

(iii)

the cancellation of any

BRRD Liability; and

(iv)

the amendment or alteration of the amounts due

in relation to any BRRD Liability,

including any interest, if applicable, thereon, or the date on which

any payments are

due, including by suspending payment for a temporary period; and

(b)

the

variation

the

terms

this

Agreement

deemed

necessary

the

Relevant

Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant

Resolution Authority.

For the purposes of this

clause 35:

Bail-in Legislation

means, in

relation to

a member

state of

the European

Economic Area

which

has

implemented,

which

any

time

implements,

the

BRRD,

the

relevant

implementing law,

regulation, rule or requirement as

described in the EU Bail-in

Legislation

Schedule from time to time;

Bail-in Powers

means any

Write-down and

Conversion Powers as

defined in the

EU Bail-

in Legislation Schedule, in relation to the relevant Bail-in Legislation;

BRRD

means

Directive

2014/59/EU

May

2014

establishing

the

framework

for

the

recovery and resolution of

credit institutions and investment firms,

as amended or replaced

from time to time;

BRRD Entity

means any party to

this Agreement that is subject

to Bail-in Powers;

BRRD Liability

means any

liability in

respect of

which the

relevant Bail-in

Powers may

exercised;

EU Bail-in

Legislation Schedule

means the

document described

as such,

then in

effect,

and published by the Loan Market Association (or any successor person) from time to time;

and

Relevant

Resolution

Authority

means,

respect

any

Relevant

BRRD

Party,

the

resolution

authority

with

the

ability

exercise

any

Bail-in

Powers

relation

such

Relevant BRRD Party.

WITNESS

WHEREOF

the

parties

hereto

have

executed

this

Agreement

the

date

first

above written.

0010155-0003437 UKO2:

2005996996.8

SCHEDULE 1

TERMS AND CONDITIONS

OF THE NOTES OTHER

THAN VPS NOTES

This Note is one of a Series (as defined below) of

Notes issued by Equinor ASA (the

Issuer

)

pursuant to the Agency Agreement (as defined below).

References

herein

the

Notes

shall

references

the

Notes

this

Series

and

shall

mean:

(i)

relation

any

Notes

represented

global

Note,

units

each

Specified

Denomination in the Specified Currency;

(ii)

definitive Notes issued in

exchange for a

global Note; and

(iii)

any global Note.

The

Notes

and

the

Coupons (as

defined

below)

also

have

the

benefit

amended

and

restated

Agency

Agreement

(such

Agency

Agreement,

modified

and/or

restated

and/or

supplemented

from

time

time,

the

Agency

Agreement

)

dated

May

2023

and

made

among

the

Issuer,

Equinor

Energy

(the

Guarantor

The

Bank

New

York

Mellon,

London

Branch

issuing

and

principal

paying

agent

(the

Agent

which

expression

shall

include

any

successor agent

specified

the

applicable Final

Terms)

and

the

other

paying

agents named

therein (together

with the

Agent, the

Paying Agents

, which

expression shall

include any additional or successor paying agents).

indicated

the

applicable

Final

Terms,

the

Notes

will

(subject

Condition

2(c)

(

Termination

Guarantee

))

have

the

benefit

the

deed

guarantee

executed

the

Guarantor (such

deed

as modified

and/or restated

and/or

supplemented from

time

time,

the

Guarantee

) dated 13 May 2020.

Interest bearing definitive

Notes have interest

coupons (

Coupons

) and in

the case of

Notes

which, when issued in definitive form, have more than 27 interest payments remaining talons

for

further

Coupons

(

Talons

)

attached

issue.

Any

reference

herein

Coupons

coupons

shall,

unless

the

context

otherwise requires,

deemed to

include a

reference to

Talons

or talons.

The final

terms for

this Note

(or the

relevant provisions

thereof) are

set out

in Part

A of

the

Final

Terms

attached

endorsed

this

Note

and

complete

these

Terms

and

Conditions. References

to the

applicable Final

Terms

are to

Part A

of the

Final Terms

(or

the relevant provisions thereof) attached to or endorsed on this

Note.

Any reference

Noteholders

shall mean

the holders

of the

Notes, and

shall, in

relation to

any

Notes

represented

global

Note,

construed

provided

below.

Any

reference

herein

Couponholders

shall

mean

the

holders

any

Coupons,

and

shall,

unless

the

context otherwise requires, include the holders of any Talons.

As used

herein,

Tranche

means all

Notes with

the same

Issue Date

and which

are subject

the

same

Final

Terms

and

Series

means

Tranche

Notes

together

with

any

further

Tranche

or Tranches

of Notes

which are (i)

expressed to be

consolidated and form

a single

series and (ii) identical in all respects (including as to listing and admission to trading) except

for their respective Issue Dates, Interest Commencement Dates and/or

Issue Prices.

0010155-0003437 UKO2:

2005996996.8

The Noteholders and

the Couponholders are

entitled to the

benefit of the

Deed of Covenant

(such

Deed

Covenant,

modified

and/or

restated

and/or

supplemented

from

time

time, the

Deed

Covenant

) dated

13 May

2020 and

made by

the Issuer.

The original

the

Deed

Covenant

held

common

depositary

behalf

Euroclear

(as

defined

below) and Clearstream, Luxembourg (as defined below).

Copies of

the Agency

Agreement and

the Deed

of Covenant

(i) are

available for

inspection

collection during

normal business

hours at

the

specified

office

of each

the

Agent and

the other Paying Agents or (ii)

may be provided by email to

a Noteholder following their prior

written request to the

Agent or any other

Paying Agent and provision

of proof of holding

and

identity

(in

form

satisfactory to

the

Agent

the

relevant

Paying Agent,

as the

case may

be). When

the Notes

are to

be admitted

to trading

on the

main market

of the

London Stock

Exchange

plc,

the

applicable

Final

Terms

will

published

the

website

the

London

Stock

Exchange

plc

through

regulatory

information

service.

The

applicable

Final

Terms

will, during

normal business

hours, be

available for

viewing at

and copies

may be

obtained

from

the

registered

office

the

Issuer

and

from

the

specified

office

each

the

Paying

Agents

Noteholder

upon

such

Noteholder

producing

evidence

satisfactory

the

relevant Paying

Agent as

to its

holding of

such Notes

and its

identity.

The Noteholders

and

the

Couponholders are

deemed to

have notice

of,

and are

entitled to

the

benefit of,

all the

provisions of the

Agency Agreement and the

applicable Final Terms

which are applicable

them.

Words

and

expressions

defined

the

Agency

Agreement

used

the

applicable

Final

Terms

shall have the same meanings where used in

these Terms

and Conditions unless the

context

otherwise

requires

unless

otherwise

stated

and

provided

that,

the

event

inconsistency

between

the

Agency

Agreement

and

the

applicable

Final

Terms,

the

applicable Final Terms will prevail.

Form, Denomination and

Title

The Notes

are in

bearer form

and, in

the case

of definitive

Notes, serially

numbered, in

the

currency

(the

Specified

Currency

)

and

the

denominations

(the

Specified

Denomination(s)

)

specified

the

applicable

Final

Terms.

Notes

one

Specified

Denomination may not be exchanged for Notes of another Specified

Denomination.

This

Note

may

Fixed

Rate

Note,

Floating

Rate

Note,

Zero

Coupon

Note

combination

any

the

foregoing,

depending

upon

the

Interest

Basis

shown

the

applicable Final Terms.

Definitive Notes

are

issued with

Coupons attached,

unless they

are

Zero Coupon

Notes

which case

references to

Coupons and

Couponholders in

these

Terms

and

Conditions are

not applicable.

Subject

as set

out below,

title to

the

Notes and

Coupons will

pass by

delivery.

The Issuer,

the Guarantor, and any Paying Agent may deem and treat the

bearer of any Note or Coupon

the

absolute

owner

thereof

(whether

not

overdue

and

notwithstanding

any

notice

ownership or

writing thereon

or notice

of any

previous loss

or theft

thereof) for

all purposes

but,

the

case

any

global

Note,

without

prejudice

the

provisions

set

out

the

succeeding paragraph.

For so

long as any

of the Notes

is represented by

a global Note

held on behalf

of Euroclear

Bank

SA/NV

(

Euroclear

)

and/or

Clearstream

Banking

S.A.

(

Clearstream,

Luxembourg

)

each

person (other

than Euroclear

Clearstream, Luxembourg)

who

is for

the time

being

0010155-0003437 UKO2:

2005996996.8

shown

the

records

Euroclear

Clearstream,

Luxembourg

the

holder

particular nominal

amount of

such Notes

(in which

regard any

certificate or

other document

issued

Euroclear

Clearstream,

Luxembourg as

the

nominal amount

such

Notes

standing to the

account of any

person shall be

conclusive and binding

for all

purposes save

the

case

manifest

error)

shall

treated

the

Issuer,

the

Guarantor (in

the

case

Notes

having

the

benefit of

the

Guarantee),

the

Agent

and

any

other

Paying Agent

the

holder of such

nominal amount of

such Notes for

all purposes other

than with respect

to the

payment

principal or

interest on

such nominal

amount

such Notes,

for

which purpose

the

bearer

the

relevant global

Note

shall be

treated

by the

Issuer,

the

Guarantor (in

the

case of

Notes having

the benefit

of the

Guarantee), the

Agent and

any other

Paying Agent

as the

holder of

such nominal

amount of

such Notes

in accordance

with and

subject to

the

terms of the relevant global Note

and the expressions

Noteholder

and

holder of Notes

and

related expressions shall be construed accordingly.

Notes which are represented by a global

Note will be transferable only in accordance

with the rules and procedures for the time

being

of Euroclear or of Clearstream, Luxembourg, as the case may

be.

Status of the Notes and

the Guarantee

(a)

Status of the Notes

The

Notes

and

the

relative

Coupons

(if

any)

constitute

unsecured

and

unsubordinated

obligations

the

Issuer

and

shall

all

times

rank

pari

passu

and

without

any

preference

among themselves.

The payment

obligations of

the Issuer

under the

Notes and

the relative

Coupons

(if

any)

shall,

save

for

such

exceptions

may

provided

applicable

legislation,

all

times

rank

least equally

with

all

its

other

present

and

future

unsecured

and unsubordinated obligations.

(b)

Status of Guarantee

The

obligations

the

Guarantor

under

the

Guarantee

constitute

unsecured

and

unsubordinated

obligations

the

Guarantor

and

shall

all

times

rank

pari

passu

and

without any

preference among

themselves and

(with the

exception of

obligations in

respect

national and

local taxes

and certain

other statutory

exceptions and

subject as

aforesaid)

least

equally

with

all

its

other

present

and

future

unsecured

and

unsubordinated

obligations.

(c)

Termination of Guarantee

(i)

The Guarantee shall automatically and unconditionally be terminated

on the

Guarantee Termination Date. As soon as reasonably practicable after such

termination (and by no later than 15 Business Days (as defined

in Condition 3(b)(i)

(

Interest Payment Dates

)) after the Guarantee Termination Date), the Guarantor or

the Issuer shall provide notice of such termination to the Noteholders

and

Couponholders in accordance with Condition 12 (

Notices

For the purposes of

this Condition 2(c)(i):

Guarantee Termination

Date

means the

first date

on which

the

aggregate amount

indebtedness

for

borrowed

money

for

which

the

Guarantor

obligor

(as

guarantor,

co-issuer

borrower)

does

not

exceed

per

cent.

the

aggregate

principal

amount

indebtedness

for

borrowed

money

the

Issuer

and

its

Subsidiaries (as defined

in Condition 8

(

Events of Default

)), on a

consolidated basis,

as of such time; and

0010155-0003437 UKO2:

2005996996.8

the amount of the Guarantor's indebtedness for borrowed money shall not include (A)

any

Notes

subject

this

Condition

2(c)

(

Termination

Guarantee

(B)

any

other

debt the

terms of

which permit

the termination

of the

Guarantor's guarantee

of such

debt under similar circumstances, as long as the Guarantor's obligations in respect of

such other debt are terminated at substantially the same time as

the Guarantee, and

(C)

any

debt

that

being

refinanced

substantially

the

same

time

that

the

Guarantee

the

Notes

being

terminated,

provided

that

any

obligations

the

Guarantor in respect of the debt that is incurred in the refinancing shall be included in

the calculation of the Guarantor's indebtedness for borrowed money.

(ii)

For the avoidance of doubt, the Notes may not be declared due and

payable

pursuant to Condition 8(e) (

Events of Default

) as a result of the Guarantee being

terminated pursuant to this Condition 2(c) (

Termination of Guarantee

Interest

(a)

Interest on Fixed Rate

Notes

Each Fixed Rate

Note bears interest from

(and including) the

Interest Commencement Date

the

rate(s)

per

annum

equal

the

Rate(s)

Interest

payable

arrear

the

Interest

Payment

Date(s)

each

year

and

on the

Maturity

Date

that

does

not fall

Interest

Payment Date.

the

Notes

are

definitive

form,

except

provided

the

applicable

Final

Terms,

the

amount

interest

payable on

each

Interest

Payment

Date in

respect

the

Fixed

Interest

Period

ending

(but

excluding)

such

date

will

amount

the

Fixed

Coupon

Amount.

Payments of interest on any Interest Payment Date will, if so specified in the applicable Final

Terms,

amount to the Broken Amount(s) so specified.

As used

in these

Conditions,

Fixed Interest

Period

means the

period from

(and including)

an Interest

Payment Date

(or the

Interest Commencement Date)

to (but

excluding) the

(or first) Interest Payment Date.

Except

the

case

Notes

definitive

form

where

Fixed

Coupon

Amount

Broken

Amount

is specified

in the

applicable Final

Terms,

interest shall

be calculated

in respect

any period by applying the Rate of Interest to:

(A)

in the case of Fixed Rate Notes which are represented by a

Global Note, the

aggregate outstanding nominal amount of the Fixed Rate Notes

represented by such

Global Note; or

(B)

in the case of Fixed Rate

Notes in definitive

form, the Calculation Amount,

and, in each case, multiplying such sum by the applicable

Day Count Fraction.

The

resultant

figure

(including

after

application

any

Fixed

Coupon

Amount

Broken

Amount to the Calculation Amount in the case of Fixed Rate Notes in definitive form) shall be

rounded to the nearest

sub-unit of the relevant Specified

Currency,

half of any such sub-unit

being rounded upwards or otherwise in accordance with applicable

market convention.

Where the Specified Denomination of a Fixed Rate Note in

definitive form is a multiple of the

Calculation Amount, the amount of

interest payable in respect of

such Fixed Rate Note shall

be the product of the amount (determined in the manner provided

above) for the Calculation

0010155-0003437 UKO2:

2005996996.8

Amount and the amount by which the Calculation Amount is multiplied to reach the Specified

Denomination, without any further rounding.

In these Conditions,

Day Count Fraction

means, in respect

of the calculation

of an amount

of interest in accordance with this Condition 3(a) (

Interest on Fixed Rate Notes

(i)

if "Actual/Actual (ICMA)"

is specified in

the applicable Final

Terms:

(a)

in the case of Notes where the number of days in the relevant period

from

(and including) the most recent

Interest Payment Date (or, if none, the Interest

Commencement Date) to (but excluding) the relevant payment date

(the

Accrual Period) is equal to or shorter than the Determination Period

during

which the Accrual Period ends, the number of days in such Accrual

Period

divided by the product of (1) the number of days in such Determination

Period

and (2) the number of Determination Dates (as specified in the applicable

Final Terms)

that would occur in one calendar year; or

(b)

in the case of Notes where the Accrual Period is longer than the

Determination Period during which the Accrual Period ends, the sum

of:

(1)

the number of days in such Accrual Period falling in the Determination

Period in which the Accrual Period begins divided by the product

of (x)

the number of days in such Determination Period and (y) the number

of Determination Dates (as specified in the applicable Final Terms)

that would occur in one calendar year; and

(2)

the number of days in such Accrual Period falling in the next

Determination Period divided by the product of (x) the number of days

in such Determination Period and (y) the number of Determination

Dates that would occur in one calendar year; and

(ii)

if "30/360" is specified in the applicable Final

Terms, the number of days in the period

from (and including) the most recent Interest Payment Date (or, if none, the Interest

Commencement Date) to (but excluding) the relevant payment date

(such number of

days being calculated on the basis of a year of 360 days with 12

30-day months)

divided by 360.

In these Conditions:

Determination Period

means each period

from (and including)

a Determination Date to

but

excluding the

next Determination Date

(including, where

either the

Interest Commencement

Date or the final

Interest Payment Date is not

a Determination Date, the period

commencing

on the first

Determination Date prior to,

and ending on

the first Determination

Date following

after, such date); and

sub-unit

means,

with

respect

any

currency

other

than

euro,

the

lowest

amount

such

currency that is available as legal tender in

the country of such currency and, with

respect to

euro, means one cent.

(b)

Interest on Floating

Rate Notes

(i)

Interest Payment Dates

0010155-0003437 UKO2:

2005996996.8

Each

Floating

Rate

Note

bears

interest

from

(and

including)

the

Interest

Commencement Date and such interest will be payable in arrear

on either:

(A)

the Specified Interest Payment Date(s) (each an

Interest Payment Date

) in

each year specified in the applicable Final Terms; or

(B)

if no Specified Interest Payment Date(s)

is/are specified in the

applicable Final

Terms,

each date (each an

Interest Payment Date

) which falls the number of

months or other period specified as the Specified Period in the applicable

Final Terms

after the preceding Interest Payment Date or, in the case of the

first Interest Payment Date, after the Interest Commencement Date.

Such

interest

will

payable

respect

each

Interest

Period

(which

expression,

shall,

these

Terms

and

Conditions,

mean

the

period

from

(and

including)

Interest

Payment

Date

(or

the

Interest

Commencement Date)

(but

excluding) the

(or

first)

Interest

Payment

Date

the

relevant

payment

date

the

Notes

become payable on a date other than an Interest Payment Date).

Business

Day

Convention

specified

the

applicable

Final

Terms

and

(x)

there is no

numerically corresponding day in

the calendar month

in which an

Interest

Payment Date

should occur

or (y)

if any

Interest Payment

Date would

otherwise fall

on a day which is

not a Business Day,

then, if the Business Day convention specified

is:

(1)

in any case where Specified Periods are specified in accordance with

Condition 3(b)(i)(B) above, the Floating Rate Convention, such

Interest

Payment Date (i) in the case of (x) above, shall be the last day

that is a

Business Day in the relevant month and the provisions of (B) below

shall

apply

mutatis mutandis

or (ii) in the case of (y) above, shall be postponed

the next day which is a Business Day unless it would thereby fall into

the next

calendar month, in which event (A) such Interest Payment Date

shall be

brought forward to the immediately preceding Business Day and

(B) each

subsequent Interest Payment Date shall be the last Business Day in

the

month which falls in the Specified Period after the preceding applicable

Interest Payment Date occurred; or

(2)

the Following Business Day Convention, such Interest Payment Date

shall be

postponed to the next day which is a Business Day; or

(3)

the Modified Following Business Day

Convention, such Interest

Payment Date

shall be postponed to the next day which is a Business Day unless

it would

thereby fall into the next calendar month, in which event such Interest

Payment Date shall be brought forward to the immediately preceding

Business Day; or

(4)

the Preceding Business Day Convention, such

Interest Payment Date shall be

brought forward to the immediately preceding Business Day.

In this Condition,

Business Day

means:

(A)

a day on which commercial banks and foreign exchange markets

settle

payments and are open for general business (including dealing

in foreign

exchange and foreign currency deposits) in any Additional

Business Centre

(other than TARGET System) specified in the applicable Final Terms;

0010155-0003437 UKO2:

2005996996.8

(B)

if TARGET System is specified as an Additional Business Centre in the

applicable Final Terms, a day on which the Trans-European Automated Real-

Time Gross Settlement Express Transfer System (known as TARGET or T2)

or any successor or replacement for that system (the

TARGET System

) is

open; and

(C)

either (1) in relation to any sum payable in a Specified Currency other

than

euro, a day on which commercial banks and foreign exchange

markets settle

payments and are open for general business (including dealing

in foreign

exchange and foreign currency deposits) in

the principal financial centre of the

country of the relevant Specified Currency (which if the Specified Currency

New Zealand dollars shall be Auckland) or (2) in relation to any sum

payable

in euro, a day on which the TARGET System is open.

(ii)

Rate of Interest

The Rate

of Interest

payable from

time to

time in

respect of

Floating Rate

Notes will

be determined in the manner specified in the applicable Final

Terms.

(A)

ISDA Determination for

Floating Rate Notes

Where ISDA

Determination is

specified in

the applicable

Final Terms

as the

manner

in which the Rate of Interest is to be determined, the Rate of Interest for each Interest

Period

will

the

relevant

ISDA

Rate

plus

minus

(as

indicated

the

applicable

Final

Terms)

the

Margin

(if

any).

For

the

purposes

this

sub-paragraph

(A),

ISDA

Rate

for

Interest

Period

means

rate

equal

the

Floating

Rate

that

would

determined

the

Agent

the

Calculation

Agent,

applicable,

under

interest

rate swap transaction if the Agent or the Calculation Agent, as applicable, were acting

as Calculation

Agent (as

defined in

the ISDA

Definitions (as

defined below))

for that

swap

transaction

under

the

terms

agreement

incorporating

(i)

“2006

ISDA

Definitions”

specified

the

applicable Final

Terms,

the

2006

ISDA

Definitions as

amended

and

updated

the

Issue

Date

the

first

Tranche

the

Notes,

published by

the International

Swaps and

Derivatives Association, Inc.

(

ISDA

); or

(ii)

“2021

ISDA

Definitions”

specified

the

applicable

Final

Terms,

the

latest

version of the 2021 ISDA Interest

Rate Derivatives Definitions as at the Issue

Date of

the

first

Tranche

the

Notes,

published

ISDA

(together,

the

ISDA

Definitions

)

and under which:

(1)

the Floating Rate

Option is as specified

in the applicable

Final Terms;

(2)

the Designated Maturity, if applicable, is a period specified in the applicable

Final Terms;

(3)

the relevant Reset

Date is the day

specified in the

applicable Final Terms;

(4)

if the Floating Rate Option is an Overnight Floating Rate Option,

the

Overnight Rate Compounding Method is one of the following as specified

the applicable Final Terms:

(A)

Compounding with

Lookback;

(B)

Compounding with

Observation Period

Shift; or

(C)

Compounding with Lockout;

and

0010155-0003437 UKO2:

2005996996.8

(5)

if the Floating Rate Option is a Compounded Index Floating Rate

Option, the

Index Method is Compounded

Index Method with Observation

Period Shift, as

specified in the applicable Final Terms.

In connection with

the Overnight Rate

Compounding Method, references in

the ISDA

Definitions

numbers

other

items

specified

the

relevant

confirmation shall

deemed to be references

to the numbers or

other items specified for

such purpose in

the applicable Final Terms.

For the purposes of this

sub-paragraph (A), (i)

Floating Rate

Floating Rate Option

Designated

Maturity

Reset

Date

Overnight

Floating

Rate

Option

Overnight

Rate

Compounding Method

Compounding with

Lookback

Compounding with

Observation

Period

Shift

Compounding

with

Lockout

Averaging

with

Lookback

Averaging

with

Observation

Period

Shift

Averaging

with

Lockout

Compounded

Index

Floating

Rate

Option

Index

Method

and

Compounded

Index

Method

with

Observation

Period

Shift

have

the

meanings

given

those

terms

the

ISDA

Definitions,

(ii)

the

definition

Banking

Day

the

ISDA

Definitions

shall

amended

insert

after

the

words

"are

open

for"

the

second

line, the

word "general"

and (iii)

Euro-zone

means the

region comprised

of Member

States

of the

European Union

that

adopt the

single currency

in accordance

with the

Treaty on European Union.

(B)

Screen Rate Determination

for Floating Rate

Notes – Term Rate

Where “Screen

Rate Determination” is

specified in the

applicable Final Terms

as the

manner in which the Rate of Interest is to be determined and “Term

Rate” is specified

in the applicable Final

Terms

to be “Applicable”, the

Rate of Interest for

each Interest

Period will, subject to Condition

3(b)(viii) (

Benchmark Discontinuation

) and subject as

provided below, be either:

(1)

the offered quotation;

(2)

the arithmetic mean (rounded if necessary to the fifth decimal place, with

0.000005 being rounded upwards) of the offered quotations,

(expressed

percentage

rate

per

annum)

for

the

Reference

Rate

(being

either

EURIBOR

NIBOR

STIBOR,

each

case

for

the

relevant

currency

and/or

period, all as specified in the applicable Final Terms)

which appears or appear, as the

case

may

be,

the

Relevant

Screen

Page

(or

such

replacement

page

that

service

which

displays

the

information)

the

Specified

Time

the

Interest

Determination

Date

question

plus

minus

(as

indicated

the

applicable

Final

Terms)

the Margin

(if any),

all as

determined by

the Agent

or the

Calculation Agent,

as applicable. If five

or more of such

offered quotations are available

on the Relevant

Screen

Page, the

highest (or,

there

is more

than

one

such highest

quotation, one

only

such

quotations)

and

the

lowest

(or,

there

than

one

such

lowest

quotation,

one

only

such

quotations)

shall

disregarded

the

Agent

the

Calculation Agent,

as applicable,

for the

purpose of

determining the

arithmetic mean

(rounded as provided above) of such offered quotations.

If,

other

than

the

circumstances

described

Condition

3(b)(viii)

(

Benchmark

Discontinuation

) below,

the Relevant Screen Page is not

available or if, in the case of

Condition 3(b)(ii)(B)(1), no such offered quotation appears or, in the case of Condition

3(b)(ii)(B)(2), fewer than three such offered quotations appear, in each case as at the

0010155-0003437 UKO2:

2005996996.8

time

specified

Condition

3(b)(ii)(B)

the

Agent

the

Calculation

Agent,

applicable,

shall

request

each

the

Reference

Banks

provide

the

Agent

the

Calculation

Agent,

applicable,

with

its

offered

quotation

(expressed

percentage

rate

per

annum)

for

the

Reference

Rate

approximately

the

Specified

Time on

the Interest Determination Date

in question.

If two or

more of the Reference

Banks

provide

the

Agent

the

Calculation

Agent,

applicable,

with

such

offered

quotations, the

Rate of

Interest for

such Interest

Period shall

be the

arithmetic mean

(rounded

necessary

the

fifth

decimal

place

with

0.000005

being

rounded

upwards)

such

offered

quotations

plus

minus

(as

appropriate)

the

Margin

(if

any), all as determined by the Agent or the Calculation Agent, as applicable.

any

Interest

Determination

Date

one

only

none

the

Reference

Banks

provides

the

Agent

the

Calculation

Agent,

applicable,

with

such

offered

quotations

provided

the

preceding

paragraph,

the

Rate

Interest

for

the

relevant

Interest

Period

shall

the

rate

per

annum

which

the

Agent

the

Calculation Agent,

as applicable,

determines as

being the

arithmetic mean

(rounded

if necessary

to the

fifth decimal

place, with

0.000005 being

rounded upwards)

of the

rates, as communicated to (and at

the request of) the Agent or the

Calculation Agent,

applicable,

the

Reference

Banks

any

two

them,

which

such

banks

were

offered,

approximately

the

Specified

Time

the

relevant

Interest

Determination

Date,

deposits

the

Specified

Currency

for

period

equal

that

which

would

have

been used

for

the

Reference Rate

leading

banks in

the

Euro-

zone inter-bank

market (if

the Reference

Rate is

EURIBOR) or

the

Norwegian inter-

bank market (if

the Reference Rate

is NIBOR) or

the Stockholm inter-bank

market (if

the Reference Rate

is STIBOR) plus

or minus (as

appropriate) the Margin (if

any) or,

if fewer than

two of the

Reference Banks provide

the Agent or

the Calculation Agent,

applicable,

with

such

offered

rates,

the

offered

rate

for

deposits

the

Specified

Currency

for

period

equal

that

which

would

have

been

used

for

the

Reference

Rate,

the

arithmetic

mean

(rounded

provided

above)

the

offered

rates

for

deposits in

the Specified

Currency for

a period

equal to

that which

would have

been

used

for

the

Reference

Rate,

which,

approximately

the

Specified

Time

the

relevant Interest Determination Date, any one

or more banks (which bank

or banks is

or are in

the opinion of

the Issuer suitable for

such purpose) informs the

Agent or the

Calculation Agent, as applicable, it

is quoting to leading banks

in the Euro-zone inter-

bank market (if the Reference Rate is

EURIBOR) or the Norwegian inter-bank market

(if

the

Reference

Rate

NIBOR)

the

Stockholm

inter-bank

market

(if

the

Reference

Rate

STIBOR)

plus

minus

(as

appropriate)

the

Margin

(if

any),

provided

that,

the

Rate

Interest

cannot

determined

accordance

with

the

foregoing provisions of

this paragraph, the

Rate of Interest

shall be

determined as at

the last

preceding Interest Determination

Date (though substituting,

where a

different

Margin is

to be

applied to

the relevant

Interest Period

from that

which applied

to the

last

preceding

Interest

Period,

the

Margin

relating

the

relevant

Interest

Period,

place of the Margin relating to that last preceding Interest Period).

Reference Banks

means, in

the case

of Condition

3(b)(ii)(B)(1) above,

those banks

whose offered rates were

used to determine such quotation

when such quotation last

appeared

the

Relevant

Screen

Page

and,

the

case

Condition

3(b)(ii)(B)(2)

above, those

banks whose

offered quotations

last appeared

on the

Relevant Screen

Page when no fewer

than three such offered

quotations appeared, and in

each case,

as selected by the Issuer.

0010155-0003437 UKO2:

2005996996.8

Specified

Time

means

11.00

a.m.

(Brussels

time)

the

Reference

Rate

EURIBOR,

11.00

a.m.

(Stockholm

time)

the

Reference

Rate

STIBOR

12.00

noon (Oslo time) if the Reference Rate is NIBOR.

(C)

Screen Rate Determination for Floating Rate Notes – Compounded Daily

SONIA –

Non-Index Determination

Where the

applicable Final

Terms

specifies: (1)

“Screen Rate

Determination” as

the

manner in

which the

Rate of

Interest is

to be

determined and “Overnight

Rate” to

“Applicable”; (2)

“Compounded Daily

SONIA” as

the Reference

Rate; and

(3) “Index

Determination” to

be “Not

Applicable”, the Rate

of Interest

for an

Interest Period will,

subject to Condition 3(b)(viii) (

Benchmark Discontinuation

) and as provided below, be

Compounded Daily SONIA Formula Rate

with respect to such

Interest Period plus or

minus (as indicated in the applicable Final Terms) the applicable Margin (if any).

used

these

Conditions,

Compounded

Daily

SONIA

Formula

Rate

means,

with

respect

Interest

Period,

the

rate

return

daily

compound

interest

investment during the Observation Period corresponding to such Interest Period (with

the

daily

SONIA

reference

rate

reference

rate

for

the

calculation

interest)

calculated

the

Agent

the

Calculation

Agent,

applicable,

the

relevant

Interest

Determination

Date,

accordance

with

the

following

formula

(and

the

resulting

percentage

will

rounded,

necessary,

the

fifth

decimal

place,

with

0.000005 being rounded upwards):

where:

is the number of calendar

days in:

(1)

where “Lag” is specified as the Observation Method in the applicable

Final Terms,

the relevant Interest Period; or

(2)

where “Observation Shift”

is specified as the Observation Method in

the applicable Final Terms, the relevant Observation Period;

is the number of London

Banking Days in:

(1)

where “Lag” is specified as the Observation Method in the applicable

Final Terms,

the relevant Interest Period; or

(2)

where “Observation Shift”

is specified as the Observation Method in

the applicable Final Terms, the relevant Observation Period;

series

whole

numbers

from

one

each

representing

London

Banking

Day

chronological

order

from,

and

including,

the

first

London

Banking Day in:

(1)

where “Lag” is specified as the Observation Method in the applicable

Final Terms,

the relevant Interest Period; or

0010155-0003437 UKO2:

2005996996.8

(2)

where “Observation Shift” is specified as the Observation Method

the applicable Final Terms, the relevant Observation Period;

London Banking

Day

means any

day on

which commercial

banks are

open

for

general

business

(including

dealing

foreign

exchange

and

foreign

currency deposits) in London;

, for

any London

Banking Day "i",

means the

number of calendar

days from

(and

including)

such

London

Banking

Day

"i"

(but

excluding)

the

following London Banking Day;

Observation Period

means, in

respect of

an Interest

Period, the

period from

(and including)

the date

falling "p"

London Banking

Days prior

to the

first day

of such

Interest Period

to (but

excluding) the

date falling

"p" London

Banking

Days

prior

(1)

the

Interest

Payment

Date

for

such

Interest

Period

(2)

such earlier date, if any, on which the Notes become due and payable;

means:

(1)

where “Lag” is specified as the Observation Method in the applicable

Final Terms,

the number of London Banking Days specified as the

“Lag Period” in the applicable Final Terms (or,

if no such number is so

specified, five London Banking Days); or

(2)

where “Observation Shift” is specified as the Observation Method

the applicable Final Terms, the number of London Banking Days

specified as the “Observation Shift Period” in the applicable

Final

Terms

(or, if no such number is so specified, five London Banking

Days);

SONIA reference rate

means, in respect of any London Banking

Day (

LBD

a reference

rate equal

to the

daily Sterling Overnight

Index Average

(

SONIA

)

rate

for

LBD

provided

the

administrator

SONIA

authorised

distributors

and

then

published

the

Relevant

Screen

Page

(or,

the

Relevant

Screen

Page

unavailable,

otherwise

published

such

authorised

distributors)

the

London

Banking

Day

immediately

following

LBD

; and

SONIA

means the SONIA

reference rate for:

(1)

where “Lag” is specified as the Observation Method in the applicable

Final Terms,

the London Banking Day falling "p" London Banking

Days prior to the relevant London Banking Day "i"; or

(2)

where “Observation Shift” is specified as the Observation Method

the applicable Final Terms, the relevant London Banking Day "i".

If, where any Rate of Interest is to

be calculated pursuant to this Condition 3(b)(ii)(C),

in respect of any London Banking Day for which the SONIA reference rate is required

to be

determined, the

Agent or

the Calculation

Agent, as

applicable, determines that

the

applicable

SONIA

reference

rate

not

available

the

Relevant

Screen

Page

and

has

not

otherwise

been

published

the

relevant

authorised

distributors,

then

(unless the

Agent

or the

Calculation Agent,

as applicable,

has

been

notified of

any

0010155-0003437 UKO2:

2005996996.8

Successor

Rate

Alternative

Rate

(and

any

Adjustment

Spread

and/or

Benchmark

Amendments)

pursuant

Condition

3(b)(viii)

(

Benchmark

Discontinuation

applicable)

the

SONIA

reference

rate

respect

such

London

Banking Day shall be:

(1)

(I) the Bank of England’s Bank Rate (the

Bank Rate

) prevailing at 5.00 p.m.

(London time) (or, if earlier, the close of business) on such London Banking

Day; plus (II) the mean of the spread of the SONIA reference rate

to the Bank

Rate over the previous five London Banking Days on which a SONIA

reference rate has been published, excluding the highest spread

(or, if there

is more than one highest spread, one only of those highest spreads)

and

lowest spread (or, if there is more than one lowest spread, one only of those

lowest spreads) to the Bank Rate; or

(2)

if the Bank Rate under (1)(I) above is not available at the relevant time, either

(I)

the

SONIA

reference

rate

published

the

Relevant

Screen

Page

(or

otherwise

published

the

relevant

authorised

distributors)

for

the

first

preceding

London

Banking

Day

which

the

SONIA

reference

rate

was

published

the

Relevant

Screen

Page

(or

otherwise

published

the

relevant

authorised

distributors)

(II)

this

recent,

the

latest

rate

determined under (1) above,

and,

each

case,

references

the

"SONIA

reference

rate"

this

Condition

3(b)(ii)(C) shall be construed accordingly.

the

event

that

the

Rate

Interest

cannot

determined

accordance

with

the

foregoing

provisions,

the

Rate

Interest

shall

(subject

Condition

3(b)(viii)

(

Benchmark Discontinuation

)) be:

(1)

that determined as at the last preceding Interest Determination Date

(though

substituting, where a different Margin, Maximum Rate of Interest and/or

Minimum Rate of Interest is to be applied to the relevant Interest

Period from

that which applied to the last preceding Interest Period, the Margin,

Maximum

Rate of Interest and/or Minimum Rate of Interest (as the case may be)

relating to the relevant Interest Period, in place of the Margin,

Maximum Rate

of Interest and/or Minimum Rate of Interest (as applicable)

relating to that last

preceding Interest Period); or

(2)

if there is no such preceding Interest Determination Date, the initial

Rate of

Interest which would have been applicable to such Notes for the

first

scheduled Interest Period had the Notes been in issue for a period

equal in

duration to the first scheduled Interest Period but ending on

(and excluding)

the Interest Commencement Date (but applying the Margin and,

if applicable,

any Maximum Rate of Interest and/or Minimum Rate of Interest,

applicable to

the first scheduled Interest Period).

the

Notes

become

due

and

payable

accordance

with

Condition

(

Events

Default

the

final

Rate

Interest

shall

calculated

for

the

period

from

(and

including)

the

Interest

Payment

Date

(but

excluding)

the

date

which

the

Notes become

due and

payable,

and such

Rate

Interest

shall continue

apply to the

Notes for so

long as interest

continues to accrue

thereon as provided

Condition 3(c) (

Accrual of Interest

0010155-0003437 UKO2:

2005996996.8

(D)

Screen Rate Determination for Floating Rate Notes – Compounded Daily

SONIA –

Index Determination

Where the

applicable Final

Terms

specifies: (1)

“Screen Rate

Determination” as

the

manner in

which the

Rate of

Interest is

to be

determined and

“Overnight Rate”

to be

“Applicable”; (2)

“Compounded Daily

SONIA” as

the

Reference Rate;

and (3)

“Index

Determination”

“Applicable”,

the

Rate

Interest

for

Interest

Period

will,

subject to Condition 3(b)(viii) (

Benchmark Discontinuation

) and as provided below,

the Compounded Daily SONIA Index Rate with respect to such Interest Period plus or

minus (as indicated in the applicable Final Terms) the applicable Margin (if any).

Compounded

Daily

SONIA Index

Rate

means,

with

respect

Interest

Period,

the rate of

return of a

daily compound interest investment

as calculated by

the Agent

or the Calculation Agent, as applicable, on the relevant Interest Determination Date in

accordance with

the following formula

(and the

resulting percentage will

be rounded,

if necessary, to the fifth decimal place, with 0.000005 being rounded upwards):

where:

the

number

calendar

days

from

(and

including) the

day

relation

which SONIA

Compounded Index

Start

is determined

to (but

excluding) the day

in relation to which SONIA Compounded Index

End

is determined;

London Banking Day

has the meaning

set out in Condition

3(b)(ii)(C) above;

Relevant

Number

the

number

specified

such

the

applicable

Final

Terms

(or, if no such number is specified, five);

SONIA Compounded

Index

End

means the

SONIA Compounded

Index value

relating

the

London

Banking

Day

falling

the

Relevant

Number

London

Banking Days

prior

to (1)

the

Interest Payment

Date for

the

relevant Interest

Period

(2)

such

earlier

date,

any,

which

the

Notes

become

due

and

payable;

SONIA Compounded Index

Start

means the

SONIA Compounded Index

value

relating

the

London

Banking

Day

falling

the

Relevant

Number

London

Banking Days prior to the first day of the relevant Interest Period; and

the

SONIA Compounded Index

means, with respect

to any

London Banking

Day,

the

value

the

SONIA

compounded

index

that

provided

the

administrator

the

SONIA

reference

rate

authorised

distributors

and

then published on the Relevant Screen

Page (or, if

the Relevant Screen Page

unavailable,

otherwise

published

such

authorised

distributors)

respect of such London Banking Day.

If, where any Rate of Interest is to be calculated pursuant to

this Condition 3(b)(ii)(D),

the

Agent

the

Calculation

Agent,

applicable,

determines

that

the

relevant

SONIA

Compounded

Index

value

required

determine

SONIA

Compounded

Index

Start

SONIA

Compounded

Index

End

not

available

the

Relevant

Screen

Page and has not otherwise

been published by the

relevant authorised distributors by

0010155-0003437 UKO2:

2005996996.8

5.00 p.m.

(London time)

(or,

if later,

by the

time falling

one hour

after the

customary

scheduled

time

for

publication

thereof

accordance

with

the

then-prevailing

operational

procedures of

the

administrator

the

SONIA

reference

rate

such

other information service, as the case may

be) on the relevant Interest Determination

Date, the Compounded Daily SONIA Index

Rate for the applicable Interest

Period for

which

the

relevant

SONIA

Compounded

Index

value

not

available

shall

"Compounded Daily

SONIA Formula Rate"

determined in accordance

with Condition

3(b)(ii)(C)

above

Index

Determination

had

been

specified

being

Not

Applicable

the

applicable

Final

Terms,

and

for

these

purposes:

(1)

the

"Observation

Method"

shall

deemed

"Observation

Shift"

and

(2)

the

"Observation

Shift

Period"

shall

deemed

equal

the

Relevant

Number

London

Banking

Days,

those

alternative

elections

had

been

made

the

applicable Final Terms.

the

Notes

become

due

and

payable

accordance

with

Condition

(

Events

Default

the

final

Rate

Interest

shall

calculated

for

the

period

from

(and

including)

the

Interest

Payment

Date

(but

excluding)

the

date

which

the

Notes

become so

due

and

payable,

and

such

Rate

Interest

shall

continue

apply to

the Notes

for so

long as

interest continues to

accrue thereon as

provided in

Condition 3(c) (

Accrual of Interest

(E)

Screen

Rate

Determination

for

Floating

Rate

Notes

–

Compounded

Daily

SOFR

–

Non-Index Determination

Where the

applicable Final

Terms

specifies: (1)

“Screen Rate

Determination” as

the

manner in

which the

Rate of

Interest is

to be

determined and

“Overnight Rate”

to be

“Applicable”;

(2)

“Compounded

Daily

SOFR”

the

Reference

Rate;

and

(3)

“Index

Determination” to

be “Not

Applicable”, the

Rate of

Interest for

an Interest

Period will,

subject

Condition

3(b)(ix)

(

Benchmark

Discontinuation

–

SOFR

)

and

provided

below,

Compounded

Daily

SOFR

Formula

Rate

with

respect

such

Interest

Period

plus

minus

(as

indicated

the

applicable

Final

Terms)

the

applicable

Margin (if any).

Compounded Daily SOFR Formula Rate

means, with respect to an

Interest Period,

the

rate

return

daily

compound

interest

investment

U.S.

dollars

(with

the

Secured

Overnight

Financing

Rate

the

reference

rate

for

the

calculation

interest)

calculated

the

Agent

the

Calculation Agent,

applicable,

the

relevant

Interest

Determination

Date

accordance

with

the

following

formula

(and

the

resulting

percentage

will

rounded,

necessary,

the

nearest

fifth

decimal

place, with 0.000005 being rounded upwards):

where:

is the number of

calendar days in:

(1)

where

"Lookback"

“Lock-out”

specified

the

Observation

Method in the applicable Final Terms, the relevant Interest Period; or

0010155-0003437 UKO2:

2005996996.8

(2)

where "Observation Shift" is specified as the Observation Method

the applicable Final Terms, the relevant Observation Period;

is the number of U.S.

Government Securities Business

Days in:

(1)

where "Lookback" or “Lock-out” is specified as the Observation

Method in the applicable Final Terms, the relevant Interest Period; or

(2)

where "Observation Shift" is specified as the Observation Method

the applicable Final Terms, the relevant Observation Period;

is a series

of whole numbers from

one to d

, each representing

the relevant

U.S.

Government

Securities

Business

Day

chronological

order

from,

and

including, the first U.S. Government Securities Business Day in:

(1)

where "Lookback" or “Lock-out” is specified as the Observation

Method in the applicable Final Terms, the relevant Interest Period; or

(2)

where "Observation Shift" is specified as the Observation Method

the applicable Final Terms, the relevant Observation Period;

Lock-out Period

means the period

from (and including)

the day following

the

Interest

Determination

Date

(but

excluding)

the

corresponding

Interest

Payment Date;

for

any U.S.

Government Securities

Business Day

"i", means

the

number

calendar

days

from

(and

including)

such

U.S.

Government

Securities

Business

Day

"i"

(but

excluding)

the

following

U.S.

Government

Securities Business Day;

Observation Period

means, in

respect of

an Interest

Period, the

period from

(and including) the date falling "p" U.S. Government

Securities Business Days

prior to

the first

day of

such Interest

Period to

(but excluding)

the date

falling

"p"

U.S.

Government

Securities

Business

Days

prior

(1)

the

Interest

Payment

Date

for

such

Interest

Period

(2)

such

earlier

date,

any,

which the Notes become due and payable;

means:

(1)

where "Lookback" is specified as the Observation Method in the

applicable Final Terms, the number of U.S. Government Securities

Business Days specified as the "Lookback Period (

)" in the

applicable Final Terms (or,

if no such number is so specified, five U.S.

Government Securities Business

Days); or

(2)

where “Lock-out” is specified as the Observation Method in the

applicable Final Terms, zero U.S. Government Securities Business

Days; or

(3)

where "Observation Shift" is specified as the Observation Method

the applicable Final Terms, the number of U.S. Government Securities

Business Days specified as the "Observation Shift Period" in the

applicable Final Terms (or,

if no such number is so specified, five U.S.

Government Securities Business Days);

0010155-0003437 UKO2:

2005996996.8

Reference Day

means each U.S. Government Securities Business Day in the

relevant Interest Period, other

than any U.S.

Government Securities Business

Day in the Lock-out Period;

SOFR

means, in respect

of any U.S.

Government Securities Business Day,

rate determined in accordance with the following provisions:

(1)

the Secured Overnight Financing Rate published for such U.S.

Government Securities Business Day that appears on the SOFR

Administrator's Website at or about 3.00 p.m. (New York City time) on

the U.S. Government Securities Business Day immediately following

such U.S. Government Securities Business Day; and

(2)

if the rate specified in paragraph (1) above does

not so appear, unless

both a Benchmark Transition Event and its related Benchmark

Replacement Date have occurred, then the Agent or the Calculation

Agent, as applicable, shall use the Secured Overnight Financing

Rate

published on the SOFR Administrator's Website for the first preceding

U.S.

Government

Securities

Business

Day

which

the

Secured

Overnight Financing Rate was

published on the SOFR

Administrator's

Website;

SOFR

means,

respect

any

U.S.

Government

Securities

Business

Day

"i":

(1)

where "Lookback" is specified as the Observation Method in the

applicable Final Terms, SOFR in respect of the U.S. Government

Securities Business Day falling "

" U.S. Government Securities

Business Days prior to the relevant U.S. Government Securities

Business Day "i"; or

(2)

where “Lock-out” is specified as the Observation Method in the

applicable Final Terms:

(I)

in respect of each U.S. Government Securities Business Day

“i” that is a Reference Day, SOFR in respect of the U.S.

Government Securities Business Day immediately preceding

such Reference Day; or

(II)

in respect of each U.S. Government Securities Business Day

“i” that is not a Reference Day (being a U.S. Government

Securities Business Day in the Lock-out Period), SOFR in

respect of the U.S. Government Securities Business Day

immediately preceding the last Reference Day of the relevant

Interest Period (such last Reference Day coinciding with the

Interest Determination Date); or

(3)

where "Observation Shift" is specified as the Observation Method

the applicable Final Terms, SOFR in respect of such U.S.

Government

Securities Business Day "i"; and

U.S.

Government

Securities

Business

Day

means

any

day

except

for

Saturday,

Sunday

day

which

the

Securities

Industry

and

Financial

Markets

Association

recommends

that

the

fixed

income

departments

its

0010155-0003437 UKO2:

2005996996.8

members

closed

for

the

entire

day

for

purposes

trading

U.S.

government securities.

Certain

other

capitalised

terms

used

the

foregoing

terms

and

provisions

relating to

determination of the

Compounded Daily SOFR

Formula Rate have

the meanings set

forth under Condition

3(b)(ix) (

Benchmark Discontinuation –

SOFR

) below.

Notwithstanding anything

the

contrary,

both a

Benchmark Transition

Event and

its

Benchmark

Replacement

Date

have

occurred

with

respect

the

Compounded

Daily

SOFR

Formula

Rate

(or

any

component

part

thereof),

the

benchmark

replacement

provisions

set

forth

Condition

3(b)(ix)

(

Benchmark

Discontinuation –

SOFR

)

below shall

apply for

the purposes

of all

determinations of

the Rate of Interest in respect of the Notes.

the

Notes

become

due

and

payable

accordance

with

Condition

(

Events

Default

the

final

Rate

Interest

shall

calculated

for

the

period

from

(and

including)

the

Interest

Payment

Date

(but

excluding)

the

date

which

the

Notes

become

due

and

payable,

and

such

Rate

Interest

shall continue

apply to

the Notes

for so

long as

interest continues

to accrue

thereon as

provided in

Condition 3(c) (

Accrual of Interest

(F)

Screen

Rate

Determination

for

Floating

Rate

Notes

–

Compounded

Daily

SOFR

–

Index Determination

Where the

applicable Final

Terms

specifies: (1)

“Screen Rate

Determination” as

the

manner in

which the

Rate of

Interest is

to be

determined and

“Overnight Rate”

to be

“Applicable”;

(2)

“Compounded

Daily

SOFR”

the

Reference

Rate;

and

(3)

“Index

Determination”

“Applicable”,

the

Rate

Interest

for

Interest

Period

will,

subject

Condition

3(b)(ix)

(

Benchmark

Discontinuation

–

SOFR

)

and

provided

below,

the

Compounded

Daily

SOFR

Index

Rate

with

respect

such

Interest

Period

plus

minus

(as

indicated

the

applicable

Final

Terms)

the

applicable

Margin (if any).

Compounded SOFR Index

Rate

means, with

respect to

an Interest Period,

the rate

return

daily compound

interest

investment as

calculated by

the

Agent

the

Calculation

Agent,

applicable,

the

relevant

Interest

Determination

Date

accordance with

the following formula

(and the

resulting percentage

will be

rounded,

necessary,

the

nearest

fifth

decimal

place,

with

0.000005

being

rounded

upwards):

where:

the

number

calendar

days

from

(and

including)

the

day

relation

which "SOFR

Index

Start

" is

determined to

(but excluding)

the day

in relation

which "SOFR Index

End

" is determined;

Relevant

Number

the

number

specified

such

the

applicable

Final

Terms

(or, if no such number is specified, five);

0010155-0003437 UKO2:

2005996996.8

SOFR Index

End

means the SOFR Index value relating to the U.S. Government

Securities

Business

Day

falling

the

Relevant

Number

U.S.

Government

Securities

Business

Days

prior

(1)

the

Interest

Payment

Date

for

the

relevant

Interest

Period

(2)

such

earlier

date,

any,

which

the

Notes

become due and payable;

SOFR

Index

Start

means

the

SOFR

Index

value

relating

the

U.S.

Government

Securities

Business

Day

falling

the

Relevant

Number

U.S.

Government

Securities

Business

Days

prior

the

first

date

the

relevant

Interest Period;

the

SOFR

Index

means,

with

respect

any

U.S.

Government

Securities

Business

Day,

prior

Benchmark

Replacement

Date,

the

SOFR

Index

published

for

such

U.S. Government

Securities Business

Day

such

value

appears

the

SOFR

Administrator's

Website

3:00

p.m.

(New

York

City

time) on such U.S. Government Securities Business Day; and

U.S.

Government

Securities

Business

Day

has

the

meaning

set

out

Condition 3(b)(ii)(E) above.

Certain

other

capitalised

terms

used

the

foregoing

terms

and

provisions

relating

determination

the

Compounded

SOFR

Index

Rate

have

the

meanings

set

forth

under

Condition

3(b)(ix)

(

Benchmark

Discontinuation

–

SOFR

) below.

If, where any Rate

of Interest is to

be calculated pursuant to this

Condition 3(b)(ii)(F),

the

Agent

the

Calculation

Agent,

applicable,

determines

that

the

SOFR

Index

Start

the

SOFR

Index

End

does

not

appear

the

SOFR

Administrator's

Website

3.00

p.m.

(New

York

City

time)

the

relevant

Interest

Determination

Date

and

Benchmark

Transition

Event

and

its

Benchmark

Replacement

Date

have not

occurred with

respect to

the

Compounded SOFR

Index

Rate (or

any

component

part

thereof),

the

Compounded

SOFR

Index

Rate

for

the

applicable

Interest

Period

for

which

such

SOFR

Index

value

not

available

shall

the

"Compounded

Daily

SOFR

Formula

Rate"

determined in

accordance with

Condition

3(b)(ii)(E)

above

Index

Determination

had

been

specified

being

Not

Applicable

the

applicable

Final

Terms,

and

for

these

purposes:

(1)

the

"Observation

Method"

shall

deemed

"Observation

Shift",

and

(2)

the

"Observation

Shift

Period"

shall

deemed to

equal

the

Relevant Number

U.S.

Government

Securities

Business

Days,

those

alternative

elections

had

been made in the applicable Final Terms.

Notwithstanding anything

the

contrary,

both

Benchmark Transition

Event

and

its

Benchmark

Replacement

Date

have

occurred

with

respect

the

Compounded

SOFR

Index

Rate

(or

any

component

part

thereof),

the

benchmark

replacement

provisions

set

forth

Condition

3(b)(ix)

(

Benchmark

Discontinuation

–

SOFR

) below shall apply for the purposes of

all determinations of the Rate of Interest

in respect of the Notes.

the

Notes

become

due

and

payable

accordance

with

Condition

(

Events

Default

the

final

Rate

Interest

shall

calculated

for

the

period

from

(and

including)

the

Interest

Payment

Date

(but

excluding)

the

date

which

the

Notes become

so due

and

payable, and

such Rate

of Interest

shall continue

0010155-0003437 UKO2:

2005996996.8

apply to

the Notes

for so

long as

interest continues to

accrue thereon as

provided in

Condition 3(c) (

Accrual of Interest

(G)

Screen Rate Determination

for Floating Rate

Notes – Average SOFR

Where the

applicable Final

Terms

specifies: (1)

“Screen Rate

Determination” as

the

manner in

which the

Rate of

Interest is

to be

determined and

“Overnight Rate”

to be

“Applicable”;

(2)

“Average

SOFR”

the

Reference

Rate;

and

(3)

“Index

Determination” to

be “Not

Applicable”, the

Rate of

Interest for

an Interest

Period will,

subject

Condition

3(b)(ix)

(

Benchmark

Discontinuation

–

SOFR

)

and

provided

below, be

the Average SOFR Rate

with respect to such Interest Period

plus or minus

(as indicated in the applicable Final Terms) the applicable Margin (if any).

Average SOFR

Rate

means, with

respect to

an Interest Period,

the arithmetic mean

SOFR

effect

during

such

Interest

Period

calculated

the

Agent

the

Calculation

Agent,

applicable,

the

relevant

Interest

Determination

Date

accordance with

the following formula

(and the

resulting percentage will

be rounded,

necessary,

the

nearest

fifth

decimal

place,

with

0.000005

being

rounded

upwards):

where

SOFR

and

have

the

meanings

set

out

Condition

3(b)(ii)(E) above.

Notwithstanding anything

the

contrary,

both a

Benchmark Transition

Event

and

its related

Benchmark Replacement Date

have occurred

with respect

to the

Average

SOFR Rate

(or any

component part

thereof), the

benchmark replacement

provisions

set forth in

Condition 3(b)(ix) (

Benchmark Discontinuation – SOFR

) below shall apply

for the purposes of all determinations of the Rate of Interest in

respect of the Notes.

the

Notes

become

due

and

payable

accordance

with

Condition

(

Events

Default

the

final

Rate

Interest

shall

calculated

for

the

period

from

(and

including)

the

Interest

Payment

Date

(but

excluding)

the

date

which

the

Notes

become

due

and

payable,

and

such

Rate

Interest

shall continue

apply to

the Notes

for so

long as

interest continues

to accrue

thereon as

provided in

Condition 3(c) (

Accrual of Interest

(iii)

Minimum and/or Maximum

Rate of Interest

the

applicable

Final

Terms

specifies

Minimum

Rate

Interest

for

any

Interest

Period, then,

in the

event that

the Rate

of Interest

in respect

of such

Interest Period

determined

accordance

with

the

provisions

paragraph

(ii)

above

less

than

such Minimum

Rate of

Interest, the

Rate of

Interest for

such Interest

Period shall

such

Minimum

Rate

Interest.

the

applicable

Final

Terms

specifies

Maximum

Rate of

Interest for

any Interest

Period, then,

in the

event that

the Rate

of Interest

respect

such

Interest

Period

determined

accordance

with

the

provisions

paragraph

(ii)

above

greater

than

such

Maximum

Rate

Interest,

the

Rate

Interest for such Interest Period shall be such Maximum Rate

of Interest.

(iv)

Determination of Rate

of Interest and

Calculation of Interest

Amounts

0010155-0003437 UKO2:

2005996996.8

The

Agent

the

Calculation Agent,

applicable, will

soon

as practicable

after each time

at which the

Rate of Interest

is to be

determined, determine the

Rate

of Interest for the relevant Interest Period.

The

Agent

the

Calculation

Agent,

applicable,

will

calculate

the

amount

interest

(the

Interest

Amount

)

payable

the

Floating

Rate

Notes

for

the

relevant

Interest Period by applying the Rate of Interest to:

(A)

in the case of Floating Rate Notes which are represented by a Global Note,

the aggregate outstanding nominal amount of the Notes

represented by such

Global Note; or

(B)

in the case of

Floating Rate Notes in

definitive form, the

Calculation Amount;

and,

each

case, multiplying

such

sum

by the

applicable Day

Count

Fraction, and

rounding

the

resultant

figure

the

nearest

sub-unit

the

relevant

Specified

Currency

half

any

such

sub-unit

being

rounded

upwards

otherwise

accordance with applicable market

convention. Where the Specified

Denomination of

Floating

Rate

Note

definitive

form

multiple

the

Calculation

Amount,

the

Interest Amount

payable in

respect of

such Note

shall be

the product

of the

amount

(determined

the

manner

provided

above)

for

the

Calculation

Amount

and

the

amount

which

the

Calculation

Amount

multiplied

reach

the

Specified

Denomination, without any further rounding.

Day Count

Fraction

means, in

respect of

the calculation

of an

amount of

interest in

accordance with this Condition 3 (

Interest

(i)

if "Actual/Actual (ISDA)" or "Actual/Actual" is specified in the

applicable Final

Terms,

the actual number of days in the Interest Period divided by 365

(or, if

any portion of that Interest Period falls in a leap year, the sum of (I) the actual

number of days in that portion of the Interest Period falling in a leap

year

divided by 366 and (II) the actual number of days in that portion

of the Interest

Period falling in a non-leap year divided by 365);

(ii)

if "Actual/365 (Fixed)" is specified in the applicable Final Terms, the actual

number of days in the Interest Period divided by 365;

(iii)

if "Actual/365 (Sterling)" is specified in the applicable Final Terms, the actual

number of days in the Interest Period divided by 365 or, in the case of an

Interest Payment Date falling in a leap year, 366;

(iv)

if "Actual/360" is specified in the applicable Final Terms, the actual number of

days in the Interest Period divided by 360;

(v)

if "30/360", "360/360" or "Bond Basis" is specified in the applicable Final

Terms, the number of days in the Interest Period divided

by 360, calculated on

a formula basis as follows:

[360

)]

[30

)]

)

DayCount

Fraction

where:

360

0010155-0003437 UKO2:

2005996996.8

" is

the year,

expressed as

a number,

in which

the first

day of

the Interest

Period falls:

the

year,

expressed

number,

which

the

day

immediately

following the last day of the Interest Period falls;

" is

the calendar

month, expressed

as a

number,

in which

the first

day of

the Interest Period falls;

the

calendar

month,

expressed

number,

which

the

day

immediately following the last day of the Interest Period falls;

is the

first calendar

day,

expressed as

a number,

of the

Interest Period,

unless such number is 31, in which case D

will be 30; and

the

calendar

day,

expressed

number,

immediately

following

the

last day

included in the

Interest Period, unless

such number would

be 31 and

is greater than 29, in which case D

will be 30;

(vi)

if "30E/360" or "Eurobond Basis" is specified in the applicable Final

Terms,

the number of days in the Interest Period divided by 360, calculated

on a

formula basis as follows:

[360

)]

[30

)]

)

DayCount

Fraction

where:

360

" is

the year,

expressed as

a number,

in which

the first

day of

the Interest

Period falls:

the

year,

expressed

number,

which

the

day

immediately

following the last day of the Interest Period falls;

" is

the calendar

month, expressed

as a

number,

in which

the first

day of

the Interest Period falls;

the

calendar

month,

expressed

number,

which

the

day

immediately following the last day of the Interest Period falls;

is the

first calendar

day,

expressed as

a number,

of the

Interest Period,

unless such number would be 31, in which case D

will be 30; and

the

calendar

day,

expressed

number,

immediately

following

the

last day

included in

the Interest

Period, unless

such number

would be

31, in

which case D

will be 30; or

(vii)

if "30E/360 (ISDA)" is specified in the applicable Final Terms, the number of

days in the Interest Period divided by 360, calculated on a formula

basis as

follows:

DayCount

Fraction

[360

)]

[30

)]

) 360

0010155-0003437 UKO2:

2005996996.8

where:

" is

the year,

expressed as

a number,

in which

the first

day of

the Interest

Period falls:

the

year,

expressed

number,

which

the

day

immediately

following the last day of the Interest Period falls;

" is

the calendar

month, expressed

as a

number,

in which

the first

day of

the Interest Period falls;

the

calendar

month,

expressed

number,

which

the

day

immediately following the last day of the Interest Period falls;

is the

first calendar

day,

expressed as

a number,

of the

Interest Period,

unless (i) that day is

the last day of February or

(ii) such number would be 31,

in which case D1 will be 30; and

the

calendar

day,

expressed

number,

immediately

following

the

last

day

included

the

Interest

Period,

unless

(i)

that

day

the

last

day

February but not the Maturity Date or (ii) such number would be 31 and D

will

be 30.

(v)

Linear Interpolation

Where Linear

Interpolation is

specified as

applicable in

respect of

an Interest

Period

the

applicable

Final

Terms,

the

Rate

Interest

for

such

Interest

Period

shall

calculated by the Agent or

the Calculation Agent, as

applicable, by straight line linear

interpolation by

reference to two

rates based

on the relevant

Reference Rate (where

Screen

Rate Determination

specified

as applicable

the

applicable Final

Terms)

the

relevant

Floating

Rate

Option

(where

ISDA

Determination

specified

applicable in

the applicable

Final Terms),

one of

which shall

be determined

as if

the

Designated Maturity were the period of time for

which rates are available next shorter

than

the

length

the

relevant

Interest

Period

and

the

other

which

shall

determined as

if the

Designated Maturity

were the

period of

time for

which rates

are

available next longer than the length of the

relevant Interest Period provided however

that if

there is

no rate

available for

a period

of time

next shorter

or,

as the

case may

be,

longer,

then

the

Agent

the

Calculation

Agent,

applicable,

shall

determine

such

rate

such

time

and

reference

such

sources

independent

adviser,

appointed

the

Issuer

and

acting

good

faith

and

commercially reasonable manner as an expert, determines appropriate.

Designated Maturity

means, in relation

to Screen

Rate Determination, the

period of

time designated in the Reference Rate.

(vi)

Notification of Rate of

Interest and Interest

Amounts

(A)

Except where “Screen Rate Determination” is specified in the applicable

Final

Terms

as the manner in which the Rate of Interest is to be determined

and

“Overnight Rate” is specified in the applicable Final Terms to be “Applicable”,

the Agent or the Calculation Agent, as applicable, will cause the

Rate of

Interest and each Interest Amount for each Interest Period

and the relevant

Interest Payment Date to be notified to the Issuer and any stock

exchange on

which the relevant Floating Rate Notes are for the time being listed

and notice

0010155-0003437 UKO2:

2005996996.8

thereof to

be published in

accordance with Condition

12 (

Notices

) as

soon as

possible after

their determination

but in

no event

later than

the fourth

London

Business Day thereafter.

Each Interest Amount and Interest

Payment Date so

notified

may

subsequently

amended

(or

appropriate

alternative

arrangements made by way

of adjustment) without

prior notice in the

event of

an extension or shortening of the Interest Period. Any such amendment will be

promptly notified to

each stock

exchange on which

the relevant

Floating Rate

Notes are

for the

time being

listed and

to the

Noteholders in

accordance with

Condition

(

Notices

For

the

purposes

this

paragraph,

the

expression

London Business Day

means a day

(other than a

Saturday or a

Sunday) on

which banks

and foreign

exchange markets

are open

for general

business in

London.

(B)

Where “Screen Rate Determination” is specified in the applicable

Final Terms

as the manner in which the Rate of Interest is to be determined and

“Overnight Rate” is specified in the applicable Final Terms to be “Applicable”,

the Agent or the Calculation Agent, as applicable, will cause the

Rate of

Interest and each Interest Amount for each Interest Period

and the relevant

Interest Payment Date to be notified to the Issuer and any stock

exchange on

which the relevant Floating Rate Notes are for the time being listed

and notice

thereof to be published in accordance with Condition 12 (

Notices

) as soon as

possible after their determination but in no event later than

(1) where the

applicable Final Terms specifies the Reference Rate as “Compounded Daily

SONIA”, the second London Banking Day thereafter or (2) where the

applicable Final Terms specifies the Reference Rate as “Compounded Daily

SOFR” or “Average SOFR”, the second U.S. Government Securities Business

Day thereafter. Each Rate of Interest, Interest Amount and Interest Payment

Date so notified may subsequently be amended

(or appropriate alternative

arrangements made by way of adjustment) without prior notice in

the event of

an extension or shortening of the relevant Interest Period. Any

such

amendment or alternative arrangements will

promptly be notified to

each stock

exchange on which the relevant Floating Rate Notes are for the time

being

listed and to the Noteholders in accordance with Condition 12 (

Notices

(vii)

Certificates to be Final

All

certificates,

communications,

opinions,

determinations,

calculations,

quotations

and decisions given,

expressed, made or

obtained for the

purposes of the

provisions

of this Condition

3(b) (

Interest on Floating Rate

Notes

) by the

Agent, an Independent

Adviser

(as

defined

below)

the

Calculation

Agent,

applicable,

shall

(in

the

absence

wilful

default,

bad

faith

manifest

error)

binding

the

Issuer,

the

Issuer’s designee (as

defined below), the

Guarantor (in the

case of Notes

having the

benefit of

the Guarantee), the

Agent, the Calculation

Agent, the other

Paying Agents

and all Noteholders

and Couponholders and (in

the absence as

aforesaid) no liability

the Issuer,

the Issuer’s

designee, the

Guarantor (in

the

case of

Notes having

the

benefit of

the Guarantee),

the

Noteholders or

the

Couponholders shall

attach to

the

Agent, an Independent Adviser or

the Calculation Agent, as

applicable, in connection

with the

exercise or

non-exercise by

it of

its powers,

duties and

discretions pursuant

to such provisions.

(viii)

Benchmark Discontinuation

0010155-0003437 UKO2:

2005996996.8

Notwithstanding the foregoing provisions of this Condition 3(b) (

Interest on Floating

Rate Notes

), if:

(1)

the Reference Rate specified in the applicable Final Terms is neither

Compounded Daily SOFR nor Average SOFR; and

(2)

the Issuer determines that a Benchmark Event (as defined below)

has

occurred in relation to a Reference Rate at any time when any Rate

Interest (or the relevant component thereof) remains to be determined

reference to such Reference Rate,

then the following

provisions shall apply:

(A)

the Issuer shall use reasonable endeavours

to appoint, as soon as reasonably

practicable, an Independent Adviser (as defined below) to determine

(without

any requirement for any consent or approval of the Noteholders or

the

Couponholders), no later than 10 days prior to the relevant Interest

Determination Date relating to the next succeeding Interest Period

(the

Determination Cut-off Date

), a Successor Rate (as defined below) or,

alternatively, if there is no Successor Rate, an Alternative Reference Rate (as

defined below), and in either case an Adjustment Spread (as defined

below),

for the purposes of determining the Rate of Interest (or the relevant

component part thereof) applicable to the Notes;

(B)

if a Successor Rate or, failing which, an Alternative Reference Rate (as

applicable) is determined in accordance with paragraph (A) above,

such

Successor Rate or, failing which, such Alternative Reference Rate (as

applicable) shall be the Reference Rate for each of the future Interest

Periods

for which the Rate of Interest (or the relevant component thereof)

was

otherwise to be determined by reference to the relevant Reference

Rate

(subject to the subsequent operation of, and to adjustment

as provided in, this

Condition 3(b)(viii) (

Benchmark Discontinuation

));

(C)

if the Independent Adviser determines a Successor Rate or, failing which, an

Alternative Reference Rate (as applicable) in accordance with the

above

provisions, the Independent Adviser, following consultation with the Issuer,

may also specify changes to these Conditions, including

but not limited to the

Day Count Fraction, Relevant Screen Page, Specified Time, Business Day

Convention, Business Day, Interest Determination Date, Reference Banks,

Additional Business Centre and/or the definition of Reference Rate

applicable

to the Notes, and/or the method for determining the fallback to the Reference

Rate in relation to the Notes, in each case in order to follow market

practice in

relation to the Successor Rate or the Alternative Reference Rate

(as

applicable). If a Successor Rate or Alternative Rate is determined in

accordance with the foregoing provisions, the Independent Adviser (in

consultation with the Issuer) will determine the Adjustment Spread

to be

applied to such Successor Rate or Alternative Rate (as the case

may be) for

each subsequent determination of a relevant Rate of Interest

(or a relevant

component part thereof) by reference to such Successor Rate or Alternative

Rate (as applicable). For the avoidance of doubt, the Issuer shall be

obliged,

and the Issuer shall direct the Agent (if applicable) who (upon such

direction)

shall be obliged, in each case without the requirement for any

consent or

approval

the

Noteholders

the

Couponholders,

use

its

reasonable

0010155-0003437 UKO2:

2005996996.8

endeavours to

effect

such amendments

the Agency

Agreement and

these

Conditions,

applicable,

may

specified

the

Independent

Adviser

following

consultation

with

the

Issuer

order

give

effect

this

Condition

3(b)(viii)(C)

(such

amendments,

the

Benchmark

Amendments

For

the

avoidance of doubt, no Noteholder or Couponholder consent shall

be required

connection

with

effecting

the

Benchmark

Amendments

such

other

changes, including for

the execution of

any documents, amendments

or other

steps by

the Issuer,

the Guarantor

(in the

case of

Notes having

the benefit

the

Guarantee)

the

Agent

(if

required).

Notwithstanding

the

foregoing

provisions

this

Condition,

the

Agent

shall

not

required

agree

the

amendments

and

changes

referred

above

that

the

Agent’s

opinion,

acting reasonably and in good faith, imposes more onerous obligations upon it

exposes

additional

duties,

responsibilities

liability,

reduces

amends

the

protective

provisions

afforded

the

Agent

the

Agency

Agreement.

(D)

the Issuer shall promptly, following the determination of any Successor Rate

or Alternative Reference Rate (as applicable), the applicable

Adjustment

Spread and the specific terms of any Benchmark Amendments give

notice

thereof to the Agent and, in accordance with Condition 12 (

Notices

), the

Noteholders and the Couponholders (which notice shall be irrevocable);

(E)

if a Successor Rate or an Alternative Reference Rate or, in either case, the

applicable Adjustment Spread, is not determined by an Independent Adviser

in accordance with the above provisions prior to the relevant IA Determination

Cut-off Date, then the Rate of Interest for the next Interest Period shall

determined by reference to the original Reference Rate and

the fallback

provisions set out in Condition 3(b)(ii)(B), (C) or (D), as applicable;

for the

avoidance of doubt, in such circumstances the Rate of Interest for

any

subsequent Interest Periods shall be subject to the subsequent operation

of,

and to adjustment as provided in, this Condition 3(b)(viii) (

Benchmark

Discontinuation

); and

(F)

an Independent Adviser appointed pursuant to this Condition 3(b)(viii)

(

Benchmark Discontinuation

) shall act in good faith and in a commercially

reasonable manner and in accordance with the provisions of

this Condition

3(b)(viii) (

Benchmark Discontinuation

) in respect of any determination made

by it pursuant to this Condition 3(b)(viii) (

Benchmark Discontinuation

The

occurrence

Benchmark

Event

shall

determined

the

Issuer

and

promptly

notified

the

Issuer

the

Agent,

the

Calculation

Agent

and

the

Paying

Agents. For

the avoidance

of doubt,

none of

the Agent,

the Calculation

Agent or

the

Paying Agents shall have any responsibility for making such determination.

For the purposes

of this Condition 3(b)(viii)

(

Benchmark Discontinuation

Adjustment

Spread

means

the

spread

(which

may

positive,

negative

zero),

quantum or

formula or

methodology for

calculating a

spread, which

the Independent

Adviser

(in

consultation

with

the

Issuer)

determines

required

applied

the

Successor Rate

or the

Alternative Reference

Rate (as

applicable) and

is the

spread,

quantum, formula or methodology which:

0010155-0003437 UKO2:

2005996996.8

(1)

in the case of a Successor Rate, is formally recommended in

relation to the

replacement of the Reference Rate with the Successor Rate by any

Relevant

Nominating Body (as defined below); or

(2)

in the case of a Successor Rate for which no such recommendation

as referred

to in (1) above has been made, or in the case of an Alternative Reference

Rate,

the Independent Adviser (in consultation with the Issuer) determines

recognised or acknowledged as being

in customary market usage

in international

debt capital markets transactions which reference the Reference Rate,

where

such rate has been replaced by the Successor Rate or the Alternative

Reference

Rate (as applicable); or

(3)

if the Independent Adviser determines that neither (1) nor (2) above

applies, the

Independent Adviser (in consultation with the Issuer) determines

as being the

industry standard for over-the-counter derivative transactions which

reference

the original Reference Rate, where such rate has been replaced by

the

Successor Rate or the Alternative Reference Rate (as applicable);

(4)

if the Independent Adviser determines that none of (1), (2) or 3 above

applies,

the Independent Adviser (in consultation with the Issuer) in its

discretion

determines (acting in good faith and in a commercially

reasonable manner) to be

appropriate;

Alternative

Reference

Rate

means

the

rate

that

the

Independent

Adviser

(in

consultation

with

the

Issuer)

determines (acting

good

faith

and

commercially

reasonable manner)

has replaced

the relevant

Reference Rate

in customary

market

usage

the

international

debt

capital

markets

for

the

purposes

determining

floating

rates

interest

(or

the

relevant

component

thereof)

respect

bonds

denominated

in the

Specified Currency

and

with an

interest period

a comparable

duration to the relevant Interest Period, or,

if the Independent Adviser (in consultation

with

the

Issuer)

determines

that

there

such

rate,

such

other

rate

the

Independent Adviser (in consultation

with the Issuer)

determines in its sole

discretion

is most comparable to the relevant Reference Rate;

Benchmark Event

means, with respect

to a Reference Rate:

(1)

the Reference Rate (A) ceasing to be published for a period of at

least five

consecutive Business Days or (B) ceasing to exist or be administered;

(2)

the later of (A) the making of a public statement by the administrator of

such

Reference Rate that it will, on or before a specified date, cease publishing

such

Reference Rate permanently or indefinitely (in circumstances where

successor administrator has been

appointed that will

continue publication of such

Reference Rate) and (B) the date falling six months prior to the specified

date

referred to in (2)(A); or

(3)

the making of a public statement by the supervisor of the administrator

of such

Reference Rate that such Reference Rate has been permanently

or indefinitely

discontinued; or

(4)

the later of (A) the making of a public statement by the supervisor of

the

administrator of such Reference Rate

that such Reference Rate will, on or

before

0010155-0003437 UKO2:

2005996996.8

specified

date,

permanently

indefinitely

discontinued

and

(B)

the

date

falling six months prior to the specified date referred to in (4)(A); or

(5)

the later of (A) the making of a public statement by the supervisor of

the

administrator of such Reference Rate that means such Reference Rate

will be

prohibited from being used or

that its use will be subject to

restrictions or adverse

consequences, in each case on or before a specified date and (B)

the date

falling six months prior to the specified date referred to in (5)(A); or

(6)

a public statement by the supervisor of the administrator

of such Reference Rate

that, in the view of such supervisor, such Reference Rate is no longer

representative of its underlying market; or

(7)

the later of (A) a public statement by the supervisor of the administrator

of such

Reference Rate that, in

the view of such supervisor, such Reference Rate

will, as

of a specified date, no longer be representative of its underlying

market and (B)

the date falling six months prior to the specified date referred

to in (7)(A); or

(8)

it has, or will prior to the next Interest Determination Date become unlawful

for

the Issuer, the Agent, the Calculation Agent, any other party specified in the

applicable Final Terms as being responsible for calculating the Rate of Interest

or any Paying Agent to calculate any payments due to be made to any

Noteholder or Couponholder using such Reference Rate;

Independent

Adviser

means

independent

financial

institution

international

repute

other

independent

financial

adviser

experienced

the

international

debt

capital markets,

in each

case appointed

by the

Issuer at

its own

expense. For

the

avoidance

doubt,

neither

the

Agent

nor

the

Calculation

Agent

shall

act

the

Independent Adviser unless it accepts such appointment in writing;

Relevant Nominating Body

means, in respect of

a Reference Rate:

(1)

the central bank for the currency to which the Reference Rate

relates, or any

central bank or other supervisory authority which is responsible

for supervising

the administrator of the Reference Rate; or

(2)

any working group or committee sponsored by, chaired or co-chaired by or

constituted at the request of (a) the central bank for the currency

to which the

Reference Rate relates, (b) any central bank or

other supervisory authority which

is responsible for supervising the administrator of the Reference

Rate, (c) a

group of the aforementioned central banks or other supervisory

authorities, or (d)

the Financial Stability Board or any part thereof; and

Successor

Rate

means the

rate

that

the

Independent

Adviser (in

consultation

with

the

Issuer)

determines

(acting

good

faith

and

commercially

reasonable

manner)

successor

replacement

the

Reference

Rate

which

formally

recommended by any Relevant Nominating Body.

(ix)

Benchmark Discontinuation

– SOFR

Notwithstanding the

foregoing

provisions

this

Condition

3(b)

(

Interest

Floating

Rate Notes

), if:

0010155-0003437 UKO2:

2005996996.8

(1)

the Reference Rate specified in the applicable Final Terms is either

Compounded Daily SOFR or Average SOFR; and

(2)

any Rate of Interest (or any component part thereof) remains

to be

determined by reference to the Benchmark,

then the following

provisions shall apply:

(A)

Benchmark Replacement

the Issuer

its

designee determines

prior to

the

Reference Time

on the

relevant

Interest

Determination

Date

that

Benchmark

Transition

Event

and

its

Benchmark

Replacement

Date

have

occurred

with

respect

the

then-current

Benchmark, the Benchmark Replacement will replace the then-current Benchmark for

all purposes relating to the Notes in respect of all determinations on such date and all

determinations on all subsequent dates (subject to

any subsequent application of this

Condition 3(b)(ix) with respect to such Benchmark Replacement).

the

event

that

the

Issuer

its

designee

unable

to,

does

not,

determine

Benchmark

Replacement,

Benchmark

Replacement

not

implemented

accordance with this Condition 3(b)(ix), prior to 5:00

p.m. (New York

City time) on the

relevant

Interest

Determination

Date,

the

Rate

Interest

for

the

relevant

Interest

Period shall be:

(1)

that determined as at the last preceding Interest Determination Date

(though

substituting, where a different Margin, Maximum Rate of Interest and/or

Minimum Rate of Interest is to be applied to the relevant Interest

Period from

that which applied to the last preceding Interest Period, the Margin,

Maximum

Rate of Interest and/or Minimum Rate of Interest (as the case may be)

relating to the relevant Interest Period, in place of the Margin,

Maximum Rate

of Interest and/or Minimum Rate of Interest (as applicable) relating

to that last

preceding Interest Period); or

(2)

if there is no such preceding Interest Determination Date, the initial

Rate of

Interest which would have been applicable to such

Series of Notes for the

first

scheduled Interest Period had the Notes been in issue for a period

equal in

duration to the first scheduled Interest Period but ending on

(and excluding)

the Interest Commencement Date (and applying

the Margin and, if applicable,

any Maximum Rate of Interest and/or Minimum Rate of Interest,

applicable to

the first scheduled Interest Period).

(B)

Benchmark Replacement

Conforming Changes

In connection with the implementation of a Benchmark Replacement, the Issuer or

its

designee will

have the

right to

make Benchmark

Replacement Conforming

Changes

from time to time.

The Issuer

shall be

obliged, and

the Issuer

shall direct

the Agent

(if applicable)

who

(upon such

direction) shall

be obliged,

in each

case without

the requirement

for any

consent or

approval of

the Noteholders

or the

Couponholders, to

use its

reasonable

endeavours

effect

any

Benchmark Replacement

Conforming Changes

(including,

inter alia

, by the

execution of a supplemental

Agency Agreement). For the avoidance

of doubt, no Noteholder or Couponholder consent shall be required in connection with

effecting the Benchmark Replacement Conforming Changes or such other

changes,

0010155-0003437 UKO2:

2005996996.8

including

for

the

execution

any

documents,

amendments

other

steps

the

Issuer,

the

Guarantor (in

the

case

Notes

having

the

benefit

the

Guarantee)

the Agent (if required).

Notwithstanding

the

foregoing

provisions

this

Condition,

the

Agent

shall

not

required

agree

the

amendments

and

changes

referred

above

that

the

Agent’s

opinion,

acting

reasonably

and

good

faith,

imposes

onerous

obligations

upon

exposes

additional

duties,

responsibilities

liability,

reduces

amends

the

protective

provisions

afforded

the

Agent

the

Agency

Agreement.

(C)

Decisions and Determinations

Any

determination,

decision

election

that

may

made

the

Issuer

its

designee

pursuant

this

Condition

3(b)(ix),

including

(without

limitation)

any

determination with respect to

a tenor,

rate or adjustment or

of the occurrence or

non-

occurrence of an event, circumstance or date and

any decision to take or refrain from

taking

any

action

any

selection,

will

conclusive

and

binding

absent

manifest

error,

may

made

the

Issuer's

its

designee's

sole

discretion

(as

applicable),

and,

notwithstanding

anything

the

contrary

these

Conditions,

shall

become

effective

without

any

requirement

for

the

consent

approval

Noteholders,

Couponholders

any

other

party.

Neither

the

Agent

nor

the

Calculation

Agent

(if

applicable) shall have any responsibility to make any such determinations or

exercise

discretion with respect to the foregoing.

In connection with any Benchmark Replacement Conforming Changes in accordance

with this Condition 3(b)(ix), if and for so long as the

Notes are admitted to trading and

listed on the

official list of

a stock exchange, the

Issuer shall comply

with the rules

that stock exchange.

The

Agent

and the

Calculation Agent

(if

applicable) shall

entitled to

conclusively

rely on

any determination

made by

the Issuer

or its

designee and,

in the

absence of

fraud,

negligence

wilful

default,

will

have

liability

for

actions

taken

the

direction of the Issuer or its designee.

(D)

Notice and Certification

Any Benchmark Replacement

Conforming Changes determined under

this Condition

3(b)(ix) shall be

notified promptly by the

Issuer to the

Agent, the Calculation Agent

(if

applicable)

and,

accordance

with

Condition

(

Notices

the

Noteholders.

Such

notice

shall

irrevocable

and

shall

specify

the

effective

date

such

Benchmark

Replacement Conforming Changes.

(E)

Definitions

In this Condition 3(b)(ix):

Benchmark

means,

initially,

SOFR

(provided

that

Benchmark

Transition

Event

and

its

Benchmark

Replacement

Date

have

occurred

with

respect

SOFR

(or

the

published

daily

SOFR

used

the

calculation

thereof)

any

Benchmark

which

has

replaced

accordance

with

this

Condition

3(b)(ix),

then

the

term

Benchmark

" means the applicable Benchmark Replacement);

0010155-0003437 UKO2:

2005996996.8

Benchmark Replacement

means the first alternative set forth in the order below that

can be

determined by

the Issuer

or its

designee as

of the

Benchmark Replacement

Date:

(1)

the sum of: (I) the alternate rate of interest that has been selected or

recommended by the Relevant Governmental Body as the replacement

for

the then-current Benchmark and (II) the Benchmark Replacement

Adjustment;

(2)

the sum of: (I) the ISDA Fallback Rate and (II) the Benchmark Replacement

Adjustment; or

(3)

the sum of: (I) the alternate rate of interest that has been selected by

the

Issuer or its designee as the replacement for the then-current Benchmark

giving due consideration to any industry-accepted rate of interest as

replacement for the then-current Benchmark for U.S. dollar denominated

floating rate notes at such time and (II) the Benchmark Replacement

Adjustment;

Benchmark

Replacement

Adjustment

means

the

first

alternative

set

forth

the

order

below

that

can

determined

the

Issuer

its

designee

the

Benchmark Replacement Date:

(1)

the spread adjustment, or method for calculating or determining

such spread

adjustment, (which may be a positive or negative

value or zero) that has been

selected or recommended by the Relevant Governmental Body for

the

applicable Unadjusted Benchmark Replacement;

(2)

if the applicable Unadjusted Benchmark Replacement is equivalent

to the

ISDA Fallback Rate, then the ISDA Fallback Adjustment; or

(3)

the spread adjustment (which may be a positive or negative value or

zero)

that has been selected by the Issuer or its designee giving due consideration

to any industry-accepted spread adjustment, or method for calculating

determining such spread adjustment, for the replacement of

the then-current

Benchmark with the applicable Unadjusted Benchmark Replacement

for U.S.

dollar denominated floating rate notes at such time;

Benchmark

Replacement

Conforming

Changes

means,

with

respect

any

Benchmark

Replacement,

any

technical,

administrative

operational

changes

(including

changes

the

definition

Interest

Period,

timing

and

frequency

determining rates and making

payments of interest, rounding

amounts or tenors, and

other

administrative

matters)

that

the

Issuer

its

designee

decides

may

appropriate

reflect

the

adoption

such

Benchmark

Replacement

manner

substantially consistent with

market practice

(or,

if the

Issuer or

its designee decides

that adoption of any

portion of such market practice

is not administratively feasible

the

Issuer

its

designee

determines

that

market

practice

for

use

the

Benchmark Replacement

exists, in

such other

manner as

the

Issuer or

its designee

determines is reasonably necessary);

Benchmark Replacement

Date

means the

earliest to

occur of

the following

events

with respect to

the then-current Benchmark (including

the daily published

component

used in the calculation thereof):

0010155-0003437 UKO2:

2005996996.8

(1)

in the case of paragraph (1) or (2) of the definition of "Benchmark

Transition

Event", the later of (1) the date of the public statement or publication of

information referenced therein and (2) the date on which the administrator

the Benchmark permanently or indefinitely ceases to provide

the Benchmark

(or such component); or

(2)

in the case of paragraph (3) of the definition of "Benchmark Transition Event",

the date of the public statement or publication of information referenced

therein.

For

the

avoidance

doubt,

the

event

giving

rise

the

Benchmark Replacement

Date occurs on the same day as, but earlier than, the Reference Time on the relevant

Interest

Determination

Date,

the

Benchmark

Replacement

Date

will

deemed

have occurred prior to the Reference Time for such determination;

Benchmark Transition Event

means the occurrence of

one or more

of the following

events

with

respect

the

then-current

Benchmark

(including

the

daily

published

component used in the calculation thereof):

(1)

a public statement or publication of information by or on behalf of

the

administrator of the Benchmark (or such component) announcing

that such

administrator has ceased or will cease to provide the Benchmark

(or such

component), permanently or indefinitely, provided that, at the time of such

statement or publication, there is no successor administrator

that will continue

to provide the Benchmark (or such component);

(2)

a public statement or publication of information by the regulatory

supervisor

for the administrator of the Benchmark (or such component), the

central bank

for the currency of the Benchmark (or such component), an insolvency

official

with jurisdiction over the administrator for the Benchmark (or such

component), a resolution authority with jurisdiction over the administrator

for

the Benchmark (or such component) or a court or an entity with similar

insolvency or resolution authority over

the administrator for the Benchmark

(or

such component), which states that the administrator of the Benchmark

(or

such component) has ceased or will cease

to provide the Benchmark (or such

component) permanently or indefinitely, provided that, at the time of such

statement or publication, there is no successor administrator

that will continue

to provide the Benchmark (or such component); or

(3)

a public statement or publication of information by the regulatory

supervisor

for the administrator of the Benchmark announcing that the Benchmark

is no

longer representative;

designee

means an affiliate or any

other agent of the

Issuer;

ISDA

Definitions

means

the

2006

ISDA

Definitions

published

ISDA

any

successor thereto, as amended or

supplemented from time to time,

or any successor

definitional booklet for interest rate derivatives published

from time to time;

ISDA Fallback

Adjustment

means the

spread adjustment

(which may

be a

positive

negative

value

zero)

that

would

apply

for

derivatives

transactions

referencing

the

ISDA

Definitions

determined

upon

the

occurrence

index

cessation

event with respect to the Benchmark;

0010155-0003437 UKO2:

2005996996.8

ISDA

Fallback

Rate

means

the

rate

that

would

apply

for

derivatives

transactions

referencing

the

ISDA

Definitions

effective

upon

the

occurrence

index

cessation date

with respect

to the

Benchmark for

the

applicable tenor

excluding the

applicable ISDA Fallback Adjustment;

Reference Time

with respect to any determination of the Benchmark means (1) if the

Benchmark

SOFR,

3:00

p.m.

(New

York

City

time)

such

other

time

reasonably

agreed

between

the

Issuer

its

designee

and

the

Agent

the

Calculation

Agent,

applicable

and

(2)

the

Benchmark

not

SOFR,

the

time

determined

the

Issuer

its

designee

accordance

with

the

Benchmark

Replacement Conforming Changes;

Relevant

Governmental

Body

means

the

Federal

Reserve

Board

and/or

the

Federal Reserve

Bank of

New York,

or a

committee officially

endorsed or

convened

by the

Federal Reserve Board

and/or the Federal

Reserve Bank

of New York

or any

successor thereto;

SOFR

with

respect

any

day

means

the

Secured

Overnight

Financing

Rate

published

for

such

day

the

SOFR

Administrator

the

SOFR

Administrator's

Website;

SOFR Administrator

means the Federal Reserve Bank of New York

(or a successor

administrator of SOFR);

SOFR Administrator's Website

means the

website of the

Federal Reserve Bank

New York, or any successor source; and

Unadjusted

Benchmark

Replacement

means

the

Benchmark

Replacement

excluding the Benchmark Replacement Adjustment.

(c)

Accrual of Interest

Each

Note

(or

the

case

the

redemption

part

only

Note,

that

part

only

such

Note) will

cease to

bear interest

(if any)

from the

date for

its redemption

unless payment

principal is improperly withheld or refused. In such event, interest will continue to accrue until

whichever is the earlier of:

(i)

the date on which

all amounts due in

respect of such Note have

been paid; and

(ii)

five days after the date on which the full amount of the moneys

payable in respect of

such Note has been received by the Agent and notice

to that effect has been given to

the Noteholders in accordance with Condition 12 (

Notices

Payments

(a)

Method of Payment

Subject as provided below:

(i)

payments in a Specified Currency other than euro will be made

by transfer to an

account in the relevant Specified Currency maintained by the payee

with, or at the

option of the payee by a cheque in such Specified Currency drawn

on, a bank in the

principal financial centre of the country of such Specified Currency

(which, if the

Specified Currency is New Zealand dollars, shall be Auckland);

and

0010155-0003437 UKO2:

2005996996.8

(ii)

payments in euro will be made by credit or transfer to a euro account

(or any other

account to which euro may be credited or transferred) specified by

the payee or at

the option of the payee, by a euro cheque.

Payments

will be

subject in

all

cases to

any fiscal

other laws

and regulations

applicable

thereto

the

place

payment,

but

without

prejudice

the

provisions

Condition

(

Taxation

(b)

Presentation of definitive

Notes and Coupons

Payments of principal in respect of

definitive Notes will (subject as provided below)

be made

in the

manner provided in

paragraph (a)

above only against

presentation and surrender

(or,

in the case of part payment of any sum due, endorsement) of definitive Notes, and payments

interest

respect

definitive

Notes

will

(subject

provided

below)

made

aforesaid

only

against

presentation

and

surrender

(or,

the

case

part

payment

any

sum due, endorsement) of Coupons, in each case at the specified office of any Paying Agent

outside

the

United

States

(which

expression,

used

herein,

means

the

United

States

America (including the States and the District of Columbia and its

possessions)).

Fixed

Rate

Notes

definitive

form

should

presented

for

payment

together

with

all

unmatured

Coupons

appertaining

thereto

(which

expression

shall

for

this

purpose

include

Coupons falling

issued on

exchange

of matured

Talons),

failing which

the

amount

any missing unmatured Coupon (or,

in the case of payment not being

made in full, the same

proportion

the

amount

such missing

unmatured

Coupon as

the

sum

paid

bears to

the sum

due) will

be deducted

from the

sum due

for payment.

Each amount

of principal

deducted

will

paid

the

manner

mentioned

above

against

surrender

the

relative

missing

Coupon

any

time

before

the

expiry

years

after

the

Relevant

Date

(as

defined in

Condition 6

(

Taxation

)) in

respect of

such principal

(whether or

not such

Coupon

would

otherwise

have

become

void

under

Condition 7

(

Prescription

))

or,

later,

five

years

from

the

date

which

such

Coupon

would

otherwise

have

become

due,

but

event

thereafter.

Upon any Fixed Rate Note in definitive form becoming due and repayable

prior to its Maturity

Date,

all

unmatured

Talons

(if

any)

appertaining

thereto

will

become

void

and

further

Coupons will be issued in respect thereof.

Upon

the

date

which

any

Floating

Rate

Note

definitive

form

becomes

due

and

repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not

attached)

shall become

void and

no payment

or,

as the

case may

be,

exchange for

further

Coupons

shall be made in respect thereof.

If the due date for redemption of any definitive Note is not an Interest Payment Date, interest

(if any) accrued in respect of

such Note from (and including) the

preceding Interest Payment

Date

or,

the

case

may

be,

the

Interest

Commencement

Date

shall

payable

only

against surrender of the relevant definitive Note.

(c)

Payments in respect

of global Notes

Payments

principal

and

interest

(if

any)

respect

Notes

represented

any

global

Note will

(subject as

provided below)

be made

in the

manner specified

above in

relation to

definitive

Notes

otherwise

the

manner

specified

the

relevant

global

Note,

where

applicable against presentation or surrender,

as the case may

be, of such global Note at

the

specified office of any Paying Agent outside the United States.

0010155-0003437 UKO2:

2005996996.8

record

each

payment

made

against

presentation

surrender

such

global

Note,

distinguishing between

any payment

of principal

and any

payment of

interest, will

be made

on such global Note either by the Paying Agent to which it was presented or in the records of

Euroclear and Clearstream, Luxembourg, as applicable.

(d)

General provisions applicable

to payments

The holder

of a

global Note shall

be the

only person entitled

to receive

payments in respect

Notes

represented

such

global

Note

and

the

Issuer

or,

the

case

may

be,

the

Guarantor

will

discharged

payment

to,

the

order

of,

the

holder

such

global

Note

respect

each

amount

paid.

Each

the

persons

shown

the

records

Euroclear

Clearstream,

Luxembourg

the

beneficial

holder

particular

nominal

amount

Notes

represented

such

global

Note

must

look

solely

Euroclear

Clearstream, Luxembourg, as the case may

be, for their share of

each payment so made by

the

Issuer

or,

as the

case may

be,

the

Guarantor to,

the

order

of,

the

holder

such

global Note.

Notwithstanding the

foregoing provisions

of this

Condition, if

any amount

of principal

and/or

interest in respect of

Notes is payable in

U.S. dollars, such U.S.

dollar payments of principal

and/or

interest

respect

such

Notes

will

made

the

specified

office

Paying

Agent in the United States if:

(i)

the Issuer has appointed Paying Agents with specified offices outside

the United

States with the reasonable expectation that such Paying Agents would

be able to

make payment in U.S. dollars at such specified offices outside the United

States of the

full amount of principal and interest on the Notes in the manner provided

above when

due;

(ii)

payment of the full amount of such principal and interest at all such specified

offices

outside the United States is illegal or effectively precluded by exchange controls or

other similar restrictions on the full payment or receipt of principal

and interest in U.S.

dollars; and

(iii)

such payment is then permitted under United States law without involving,

in the

opinion of the Issuer and the Guarantor (in the case of Notes having

the benefit of the

Guarantee), adverse tax consequences to the Issuer and

the Guarantor (in the case of

Notes having the benefit of the Guarantee).

(e)

Payment Day

the

date

for

payment of

any amount

respect of

any Note

Coupon is

not

Payment

Day,

the holder thereof shall not be

entitled to payment until the

next following Payment Day

in the

relevant place

and shall

not be

entitled to

further interest

or other

payment in

respect

such

delay.

For

these

purposes,

Payment

Day

means

any

day

which

(subject

Condition 7 (

Prescription

)) is:

(i)

a day on which commercial banks and foreign exchange markets

settle payments

and are open for general business (including dealing in foreign

exchange and foreign

currency deposits) in:

(a)

in the case of Notes

in definitive form only, the relevant place

of presentation;

(b)

each

Additional

Financial

Centre

(other

than

TARGET

System)

specified

the applicable Final Terms;

0010155-0003437 UKO2:

2005996996.8

(ii)

if TARGET System is specified as an Additional Financial Centre in the applicable

Final Terms,

a day on which the TARGET System is open; and

(iii)

either (1) in relation to any sum payable in a Specified Currency

other than euro, a day

on which commercial banks and foreign exchange markets settle

payments and are

open for general business (including dealing in foreign exchange

and foreign currency

deposits) in the principal financial centre of the country of the relevant

Specified

Currency (which if the Specified

Currency is New Zealand dollars

shall be Auckland) or

(2)

relation

any

sum

payable

euro,

day

which

the

TARGET

System

open.

(f)

Interpretation of Principal

and Interest

Any

reference

these

Terms

and

Conditions

principal

respect

the

Notes

shall

deemed to include, as applicable:

(i)

any additional amounts which may be payable with respect

to principal under

Condition 6 (

Taxation

);

(ii)

the Final Redemption

Amount of the

Notes;

(iii)

the Early Redemption

Amount of the Notes;

(iv)

the Optional Redemption

Amount(s) (if any) of

the Notes;

(v)

the Make-Whole Redemption

Amount(s) (if any)

of the Notes;

(vi)

the Residual Call

Early Redemption Amount

(if any) of the Notes;

and

(vii)

any premium and any other amounts (other than interest) which

may be payable by

the Issuer under or in respect of the Notes.

Any

reference

these

Terms

and

Conditions

interest

respect

the

Notes

shall

deemed

include,

applicable,

any

additional

amounts

which

may

payable

with

respect to interest under Condition 6 (

Taxation

Redemption and Purchase

(a)

At Maturity

Unless previously redeemed

or purchased and

cancelled as specified

below,

each Note will

be redeemed by the Issuer at its Final Redemption Amount specified in, or determined in the

manner

specified

in,

the

applicable

Final

Terms

the

relevant

Specified

Currency

the

Maturity Date.

(b)

Redemption for Tax Reasons

The Notes may be redeemed at

the option of the Issuer

in whole, but not in part,

at any time

(if

this Note

is not

a Floating

Rate Note)

or on

any Interest

Payment Date

(if this

Note is

Floating

Rate

Note),

giving

not

less

than

nor

than

days'

notice

the

Noteholders (which notice shall be irrevocable), if:

(i)

on the occasion of the next payment due under the Notes, the

Issuer has or will

become

obliged

pay

additional

amounts

provided

referred

Condition

0010155-0003437 UKO2:

2005996996.8

(

Taxation

) or (in

the case of

Notes having the

benefit of the

Guarantee) the Guarantor

would be

unable for

reasons outside

its control

to procure

payment by

the Issuer

and

making

payment

itself

would

required

pay

such

additional

amounts,

each

case

result

any

change

in,

amendment

to,

the

laws

regulations

the

Kingdom

Norway

any

political

subdivision

any

authority

thereof

therein

having power

to tax,

or any

change in

the application

or official

interpretation of

such

laws

regulations,

which

change

amendment

becomes

effective

after

the

Issue Date of the first Tranche of the Notes; and

(ii)

such obligation cannot be avoided by the Issuer or, as the case may be, the Guarantor

(in the case of Notes having the benefit of the

Guarantee) taking reasonable measures

available to it,

provided

that

such

notice

redemption

shall

given

earlier

than

days

(or,

the

case

Floating

Rate

Notes,

number

days

which

equal

the

aggregate

the

number of

days falling within

the then

current interest period

applicable to the

Floating Rate

Notes plus 60 days) prior to the earliest date on which the Issuer or,

as the case may be, the

Guarantor (in the case of Notes having the benefit of the Guarantee) would be obliged

to pay

such additional amounts were a payment in respect of the Notes

then due.

Prior

the

publication

any

notice

redemption

pursuant

this

Condition

5(b)

(

Redemption for

Tax

Reasons

), the

Issuer shall

deliver to

the Agent

a certificate

signed by

one director of

the Issuer or,

as the case

may be, one

director of the

Guarantor (in the

case

of Notes having the

benefit of the Guarantee) stating

that the Issuer is

entitled to effect such

redemption

and

setting

forth

statement

facts

showing

that

the

conditions precedent

the

right

the

Issuer

redeem

have

occurred,

and

opinion

independent

legal

advisers

recognised

standing

the

effect

that

the

Issuer

or,

the

case

may

be,

the

Guarantor

(in

the

case

Notes

having

the

benefit

the

Guarantee)

has

will

become

obliged to pay such additional amounts as a result of such

change or amendment.

Notes

redeemed

pursuant

this

Condition

5(b)

(

Redemption

for

Tax

Reasons

)

will

redeemed at

their Early

Redemption Amount

referred to

in paragraph

(g) below

together (if

appropriate) with interest accrued to (but excluding) the date of

redemption.

(c)

Redemption at the

Option of the Issuer

(Issuer Call)

If Issuer

Call is

specified as

being applicable in

the applicable Final

Terms,

the Issuer

shall,

having given:

(i)

not less than 15 nor more than 30 days' notice to the Noteholders in

accordance with

Condition 12 (

Notices

); and

(ii)

not

less than

days before

the giving

the

notice referred

(i),

notice to

the

Agent;

(which

notices

shall

irrevocable),

redeem

all

or,

specified

the

applicable

Final

Terms,

some

only

of the

Notes then

outstanding on

any Optional

Redemption Date

and at

the

Optional Redemption

Amount(s) specified

in,

or determined

in the

manner

specified in,

the

applicable Final

Terms

together,

appropriate,

with

interest

accrued to

(but

excluding)

the relevant Optional Redemption Date. Any such redemption may, at the Issuer’s discretion,

be subject to one or more conditions

precedent, in which case the notice of redemption

shall

state the

applicable condition

precedent(s) and

that,

in the

Issuer’s discretion,

the Optional

Redemption

Date

may

delayed

until

such

time

any

all

such

conditions

shall

0010155-0003437 UKO2:

2005996996.8

satisfied (or waived by the Issuer

in its sole discretion), or

such redemption may not occur in

the

event

that

any

all

such

conditions

shall

not

have

been

satisfied

(or

waived

the

Issuer

its

sole

discretion)

the

Optional

Redemption

Date,

the

Optional

Redemption Date so delayed.

Any such

redemption must

be of

a nominal

amount not

less than

the Minimum

Redemption

Amount and not

more than a

Higher Redemption Amount

in each

case as may

be specified

in the

applicable Final

Terms.

In the

case of

a partial

redemption of

Notes, the

Notes to

redeemed (

Redeemed Notes

) will

be selected

individually by

lot, in

the case

of Redeemed

Notes represented

by definitive Notes,

and in

accordance with the

rules of

Euroclear and/or

Clearstream,

Luxembourg,

(to

reflected

the

records

Euroclear

and

Clearstream,

Luxembourg as

either a

pool factor

or a

reduction in

nominal amount,

at their

discretion) in

the case

of Redeemed

Notes represented

by a

global Note,

not more

than 30

days prior

the date

fixed for

redemption (such

date of

selection being

hereinafter called

the

Selection

Date

the

case

Redeemed

Notes

represented

definitive

Notes,

list

the

serial

numbers

such

Redeemed

Notes

will

published

accordance

with

Condition

(

Notices

)

not

less

than

days

prior

the

date

fixed

for

redemption. No

exchange

the

relevant

global

Note

will

permitted

during

the

period

from

(and

including)

the

Selection

Date

(and

including)

the

date

fixed

for

redemption

pursuant

this

paragraph

(c)

and

notice

that

effect

shall

given

the

Issuer

the

Noteholders

accordance

with

Condition 12 (

Notices

) at least 15 days prior to the Selection Date.

(d)

Make-Whole Redemption

Make-Whole

Redemption

specified

being

applicable

the

applicable

Final

Terms,

the Issuer

may,

having given

not less

than 15

nor more

than 60

days' notice

(or such

other

notice

period

may

specified

the

applicable

Final

Terms)

the

Noteholders

accordance with

Condition 12

(

Notices

) (which

notice shall

be irrevocable

and shall

specify

the

date

fixed

for

redemption

(the

Make-Whole

Redemption

Date

)),

redeem

all

(if

redemption in part

is specified as

being applicable in

the applicable Final

Terms)

some only

of the Notes then outstanding on any Make-Whole Redemption Date and at the Make-Whole

Redemption

Amount

together,

appropriate,

with

interest

accrued

(but

excluding)

the

relevant

Make-Whole

Redemption

Date.

Any

such

redemption

may,

the

Issuer’s

discretion,

subject

one

conditions

precedent,

which

case

the

notice

redemption

shall

state

the

applicable

condition

precedent(s)

and

that,

the

Issuer’s

discretion, the

Make-Whole Redemption

Date may

be delayed

until such

time as

any or

all

such

conditions

shall

satisfied

(or

waived

the

Issuer

its

sole

discretion),

such

redemption may

not

occur

the

event

that

any or

all

such

conditions shall

not

have

been

satisfied

(or

waived

the

Issuer

its

sole

discretion)

the

Make-Whole

Redemption

Date, or by the Make-Whole Redemption Date so delayed.

If redemption in part

is specified as being applicable in

the applicable Final Terms,

any such

redemption

must

nominal

amount

not

less

than

the

Minimum

Redemption

Amount

and not

more than

the Maximum

Redemption Amount

in each

case as

may be

specified in

the applicable Final Terms.

the

case

partial

redemption

Notes,

the

Redeemed

Notes

will

selected

individually

lot,

the

case

Redeemed

Notes

represented

definitive

Notes,

and

accordance with

the rules

Euroclear and/or

Clearstream, Luxembourg

(to

be reflected

the records of Euroclear and Clearstream, Luxembourg as

either a pool factor or a

reduction

nominal

amount,

their

discretion),

the

case

Redeemed

Notes

represented

Global

Note,

Selection

Date

not

than

days

prior

the

Make-Whole

Redemption Date. In the case of Redeemed Notes represented by

definitive Notes, a list of

0010155-0003437 UKO2:

2005996996.8

the serial numbers

of such Redeemed

Notes will be

published in accordance with

Condition

12 (

Notices

) not less than

15 days prior to

the Make-Whole Redemption Date.

No exchange

the

relevant

Global

Note

will

permitted

during

the

period

from

(and

including)

the

Selection

Date

(and

including)

the

Make-Whole

Redemption

Date

pursuant

this

paragraph

(d)

and

notice

that

effect

shall

given

the

Issuer

the

Noteholders

accordance with Condition 12 (

Notices

) at least 15 days prior to the Selection Date.

this

Condition

5(d)

(

Make-Whole

Redemption

Make-Whole

Redemption

Amount

means (A) the outstanding principal amount of

the relevant Note or (B) if

higher, the

sum, as

determined

the

Make-Whole

Calculation

Agent,

the

present

values

the

remaining

scheduled

payments

principal

and

interest

maturity

(or,

Issuer

Call

specified

being

applicable

the

applicable

Final

Terms,

and

the

Optional

Redemption

Amount

applicable to any Optional Redemption Date is specified as

being an amount per Calculation

Amount equal to

100 per cent.

of the principal

amount of the

Note, the remaining

scheduled

payments of principal and interest to the first such Optional Redemption Date (assuming that

the Notes

are to

be redeemed on

such date), as

specified in the

applicable Final Terms)

the Notes to be redeemed (not including any

portion of such payments of interest accrued to

the date of redemption) discounted to the Make-Whole Redemption Date on an annual basis

at the

Reference Rate

plus the

Make-Whole Redemption

Margin specified

in the

applicable

Final Terms,

where:

Selected

Bond

means

government

security

securities

(which,

the

Specified

Currency

euro,

will

German

Bundesobligationen

)

selected

the

Make-Whole

Calculation Agent as

having a maturity comparable

to the remaining

term of the

Notes to be

redeemed that

would be

utilised, at

the time

of selection

and in

accordance with

customary

financial practice,

in pricing

new issues

of corporate

debt securities

of comparable

maturity

to the remaining term of such Notes;

Make-Whole

Calculation

Agent

means

independent

investment,

merchant

commercial bank or financial institution selected by the Issuer for

the purposes of calculating

the

Make-Whole

Redemption

Amount,

and

notified

the

Noteholders

accordance

with

Condition 12 (

Notices

);

Reference Bond

means (A) if

CA Selected Bond

is specified in

the applicable Final

Terms,

the relevant

CA Selected

Bond or

(B) if

CA Selected

Bond is

not specified

in the

applicable

Final Terms,

the security

specified in

the applicable

Final Terms,

provided that

if the

Make-

Whole

Calculation Agent

advises

the

Issuer

that,

for

reasons

illiquidity

otherwise, the

relevant

security

specified

not

appropriate

for

such

purpose,

such

other

central

bank

government

security

the

Make-Whole

Calculation

Agent

may,

with

the

advice

Reference Market Makers, determine to be appropriate;

Reference Bond Price

means (i) the

average of three

Reference Market Maker

Quotations

for

the

relevant

Make-Whole

Redemption

Date,

after

excluding

the

highest

and

lowest

Reference Market Maker

Quotations, (ii) if

the Make-Whole Calculation

Agent obtains fewer

than three, but

more than one,

such Reference Market Maker

Quotations, the average

of all

such quotations,

or (iii)

if only

one such

Reference Market Maker

Quotation is

obtained, the

amount of the Reference Market Maker Quotation so obtained;

Reference

Market

Maker

Quotations

means,

with

respect

each

Reference

Market

Maker

and

any

Make-Whole

Redemption

Date,

the

average,

determined

the

Make-

Whole Calculation Agent,

of the bid

and asked prices

for the

Reference Bond (expressed

each

case

percentage

its

principal

amount)

quoted

writing

the

Make-Whole

0010155-0003437 UKO2:

2005996996.8

Calculation

Agent

the

Quotation

Time

specified

the

applicable

Final

Terms

the

Reference Rate Determination Day specified in the applicable

Final Terms;

Reference Market Makers

means three brokers or

market makers of securities

such as the

Reference Bond selected by the Make-Whole

Calculation Agent or such other three

persons

operating

the

market

for

securities

such

the

Reference

Bond

are

selected

the

Make-Whole Calculation Agent in consultation with the Issuer; and

Reference

Rate

means,

with

respect

any

Make-Whole

Redemption

Date,

the

rate

per

annum

equal

the

equivalent yield

maturity of

the

Reference

Bond, calculated

using

price

for

the

Reference Bond

(expressed

percentage of

its

principal amount)

equal

the Reference

Bond Price for

such Make-Whole Redemption

Date. The Reference

Rate will

calculated

the

Reference

Rate

Determination

Day

specified

the

applicable

Final

Terms.

(e)

Issuer Residual

Call

If Issuer

Residual Call is

specified as

being applicable in

the applicable

Final Terms

and, at

any time, the outstanding aggregate nominal amount

of the Notes is equal to

or less than 25

per

cent.

(or

such

other

percentage

may

specified

the

applicable

Final

Terms

being

the

Residual

Call

Threshold)

the

aggregate

nominal

amount

the

Series

issued

(other

than

result

partial

redemption

the

Notes

pursuant

Condition

5(c)

(

Redemption

the

Option

the

Issuer

(Issuer

Call)

)

Condition

5(d)

(

Make-Whole

Redemption

)),

the

Notes may

redeemed at

the

option

the

Issuer

in whole,

but

not

part, at any time (if this Note is not

a Floating Rate Note) or on any Interest

Payment Date (if

this

Note

Floating Rate

Note),

giving

not

less

than

and

not

than

days’

notice (or such

other notice period

as may be

specified in the

applicable Final Terms)

to the

Noteholders

accordance

with

Condition

(

Notices

)

(which

notice

shall

irrevocable

and

shall

specify

the

date

fixed

for

redemption)

the

Residual

Call

Early

Redemption

Amount

together,

appropriate,

with

interest

accrued

(but

excluding)

the

date

redemption.

(f)

Redemption at the

Option of the Noteholders

(Investor Put)

If Investor Put is specified as being applicable in the

applicable Final Terms,

upon the holder

of any

Note giving

to the

Issuer in

accordance with

Condition 12

(

Notices

) not

less than

nor

than

days'

notice

the

Issuer

will,

upon

the

expiry

such

notice,

redeem,

whole

(but

not

part),

such

Note

the

Optional

Redemption

Date

and

the

Optional

Redemption

Amount

specified

the

applicable

Final

Terms

together,

appropriate,

with

interest accrued to (but excluding) the Optional Redemption Date.

If this Note is

in definitive form and held outside

Euroclear and Clearstream, Luxembourg, to

exercise the right to require redemption of this Note the holder of this Note must deliver such

Note at the specified office

of any Paying Agent at any

time during normal business hours of

such

Paying

Agent

falling

within

the

notice

period,

accompanied

duly

completed

and

signed

notice

exercise

the

form

(for

the

time

being

current)

obtainable

from

any

specified office

of any

Paying Agent

Put Notice

) and

in which

the holder

must specify

bank

account

(or,

payment

cheque,

address)

which

payment

made

under this Condition

accompanied by this

Note or evidence

satisfactory to the

Paying Agent

concerned

that

this

Note

will,

following

delivery

the

Put

Notice,

held

its

order

under its control. If

this Note is

represented by a global

Note or is

in definitive form and

held

through

Euroclear or

Clearstream, Luxembourg,

exercise the

right

to require

redemption

of this Note the holder of this Note must, within the notice period, give

notice to the Agent of

0010155-0003437 UKO2:

2005996996.8

such

exercise

accordance

with

the

standard

procedures

Euroclear

and

Clearstream,

Luxembourg

(which

may

include

notice

being

given

their

instruction

Euroclear

Clearstream,

Luxembourg or

any

common

depositary

common

safekeeper,

the

case

may

be, for

them to

the Agent

by electronic

means) in

a form

acceptable to

Euroclear and

Clearstream, Luxembourg from time to time.

Any

Put

Notice

other

notice

given

accordance

with

the

standard

procedures

Euroclear

and

Clearstream,

Luxembourg

given

holder

any

Note

pursuant

this

paragraph shall be irrevocable except where

prior to the due date

of redemption an Event of

Default shall have

occurred and be

continuing in which event

such holder,

at its option,

may

elect

notice

the

Issuer

withdraw

the

notice

given

pursuant

this

paragraph

and

instead to

declare such

Note forthwith

due and

payable pursuant

to Condition

8 (

Events of

Default

(g)

Early Redemption Amounts

For the

purpose of

paragraph (b)

above and

Condition 8

(

Events of

Default

), the

Notes will

be redeemed at the Early Redemption Amount calculated as

follows:

(i)

in the case of Notes with a Final Redemption Amount equal

to the Issue Price, at the

Final Redemption Amount thereof;

(ii)

in the case of Notes (other than Zero Coupon Notes) with a Final Redemption

Amount

which is or may be less or greater than the Issue Price or which is

payable in a

Specified Currency other than that in which the Notes are denominated,

at the amount

specified in, or determined in the manner specified in, the applicable

Final Terms or,

no such amount or manner is so specified in the Final Terms, at their nominal amount;

(iii)

in the case of Zero Coupon Notes, at its Early Redemption Amount

calculated in

accordance with the following formula:

Early Redemption Amount =

RP x (1 +

AY)

where:

means the Reference Price;

means the Accrual Yield expressed

as a decimal; and

the

Day

Count

Fraction

specified

the

applicable

Final

Terms

which

will

either

(i)

30/360

(in

which

case

the

numerator

will

equal

the

number

days

(calculated on the

basis of

a 360 day

year consisting of

12 months of

30 days each)

from

(and

including)

the

Issue

Date

the

first

Tranche

the

Notes

(but

excluding) the date fixed for redemption or (as the case may be) the date upon which

such

Note

becomes

due

and

repayable

and

the

denominator

will

360

(ii)

Actual/360 (in

which case

the

numerator will

be equal

the actual

number of

days

from

(and

including)

the

Issue

Date

the

first

Tranche

the

Notes

(but

excluding) the date fixed for redemption or (as the case may be) the date upon which

such

Note

becomes

due

and

repayable

and

the

denominator

will

360)

(iii)

Actual/365 (in

which case

the

numerator will

be equal

the actual

number of

days

from

(and

including)

the

Issue

Date

the

first

Tranche

the

Notes

(but

excluding) the date fixed for redemption or (as the case may be) the date upon which

such Note becomes due and repayable and the denominator will

be 365).

0010155-0003437 UKO2:

2005996996.8

(h)

Purchases

The Issuer

or the Guarantor

(in the case

of Notes having

the benefit of

the Guarantee) may

any

time

purchase

Notes

(provided

that,

the

case

definitive

Notes,

all

unmatured

Coupons and Talons

appertaining thereto are

purchased therewith) at

any price in

the open

market or otherwise. Such Notes may be held, reissued, resold or,

at the option of the Issuer

or the

Guarantor (in

the case

of Notes

having the

benefit of

the Guarantee),

surrendered to

any Paying Agent for cancellation.

(i)

Cancellation

All

Notes

which

are

redeemed

will

forthwith

cancelled

(together

with

all

unmatured

Coupons attached

thereto or

surrendered therewith

at the

time of

redemption). All

Notes so

cancelled and the Notes purchased and cancelled

pursuant to paragraph (g) above (together

with all unmatured Coupons cancelled therewith) shall be forwarded to the Agent and cannot

be reissued or resold.

(j)

Late payment on Zero

Coupon Notes

the

amount

payable

respect

any

Zero

Coupon Note

upon

redemption of

such

Zero

Coupon Note

pursuant to

paragraph (a),

(b),

(c),

(d),

(e) or

(f)

above or

upon

its

becoming

due

and repayable

as provided

Condition 8

(

Events of

Default

)

is improperly

withheld or

refused,

the

amount

due

and

repayable

respect

such

Zero

Coupon Note

shall

be the

amount calculated

as provided

in paragraph

(g)(iii) above

as though

the references

therein

the

date

fixed

for

the

redemption

the

date

upon

which

such

Zero

Coupon

Note

becomes due and payable were replaced by references to

the date which is the earlier of:

(i)

the date on which all amounts due in respect of such Zero Coupon Note

have been

paid; and

(ii)

five days after the date on which the full amount of the moneys

payable has been

received by the Agent and notice to that effect has been given to the Noteholders

accordance with Condition 12 (

Notices

Taxation

All payments

of principal

and interest

in respect

of the

Notes and

Coupons by

the Issuer

(in the case

of Notes having

the benefit of

the Guarantee) the

Guarantor shall be made

free

and

clear

of,

and

without

withholding

deduction

for,

any

taxes,

duties,

assessments

governmental

charges

(

Taxes

)

whatever

nature

imposed,

levied,

collected,

withheld

assessed

within

the

Kingdom

Norway

any

authority

therein

thereof

having

power

tax,

unless

such

withholding

deduction

required

law.

such

event,

the

Issuer or,

as the case

may be, the

Guarantor (in the

case of Notes

having the benefit

of the

Guarantee) shall

pay such

additional amounts

as will

result

in receipt

by the

holders of

the

Notes

Coupons

such

amounts

would

have

been

received

them

had

such

withholding

deduction

been

required,

except

that

such

additional

amounts

shall

payable with respect to any Note or Coupon:

(a)

presented for payment

in the Kingdom

of Norway; or

(b)

the holder or beneficial owner of which is liable for such Taxes in respect of such

Note or Coupon by reason of the holder or beneficial

owner having some connection

with the Kingdom of Norway other than the mere holding

of such Note or Coupon; or

0010155-0003437 UKO2:

2005996996.8

(c)

presented for payment more than 30 days after the Relevant Date except

to the

extent that the holder thereof would have been entitled

to such additional amounts on

presenting the same for payment on such thirtieth day; or

(d)

on account of any Taxes that are payable pursuant to the Norwegian Tax

Act section

10-80 on payments to related companies or undertakings

(as such term is defined in

the Norwegian Tax

Act section 10-82) tax resident in a low-tax jurisdiction (as such

term is defined in the Norwegian Tax Act section 10-63).

addition,

any

amounts

paid

the

Notes

will

paid

net

any

deduction

withholding imposed or required pursuant to

sections 1471 through 1474 of

the U.S. Internal

Revenue

Code

1986

(or

any

regulations

thereunder

official

interpretations

thereof)

(

FATCA

)

any intergovernmental

agreement with

the

United States

implement FATCA

(

IGA

)

(or

any

law

implementing

such

intergovernmental

agreement),

and

additional

amounts will be required to be paid on account of any such deduction

or withholding.

Relevant

Date

means

whichever

the

later

(i)

the

date

which

such

payment

first

becomes

due

and (ii)

the

full

amount

payable has

not

been

received by

the

Agent

prior to such due date,

the date on which, the full

amount having been so received, notice to

that effect is duly given to the Noteholders in accordance with Condition 12

(

Notices

Prescription

The

Notes

and

Coupons

will

become

void

unless

claims

respect

principal

and/or

interest are made

within a period

of 10 years

(in the case

of principal) and

five years (in

the

case of interest) after the Relevant Date therefor.

There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon

the

claim

for

payment

respect

which

would

void

pursuant

this

Condition

(

Prescription

) or

Condition 4(b) (

Presentation of definitive Notes

and Coupons)

or any Talon

which

would

void

pursuant

Condition

4(b)

(

Presentation

definitive

Notes

and

Coupons)

Events of Default

any

one

the

following

events

(each

Event

Default

)

shall

occur

and

continuing:

(a)

the Issuer or (in the case of Notes having the benefit of the Guarantee)

the Guarantor

fails to pay any principal or interest on any of the Notes when due and

such failure

continues, in the case of principal or interest, for a period of 30 days;

(b)

the Issuer or (in the case of Notes having the benefit of the Guarantee)

the Guarantor

does not perform or comply with any one or more of its other obligations

in the Notes

which default is incapable of remedy or is not remedied within 90 days

after notice of

such default shall have been given to the Agent at its specified

office by any

Noteholder; or

(c)

the Issuer or (in the case of Notes having the benefit of the Guarantee)

the Guarantor

is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt

or unable

to pay its debts, stops, suspends or threatens to stop or suspend payment

of all or a

material part of (or of a particular type of) its debts, proposes or

makes a general

assignment or an arrangement or composition with or for the benefit

of the relevant

creditors

respect

any

such

debts

moratorium

agreed

declared

0010155-0003437 UKO2:

2005996996.8

respect

affecting

all

any

part

(or

particular

type

of)

the

debts

the

Issuer or (in the case of Notes having the benefit of the

Guarantee) the Guarantor; or

(d)

(A) an order is made or an effective resolution passed for the winding-up or

dissolution

of the Issuer or (in the case of Notes having the benefit of the Guarantee)

the

Guarantor, or (B) the Issuer or (in the case of Notes having the benefit of the

Guarantee) the Guarantor ceases or threatens to cease to

carry on all or substantially

all of its business or operations, except:

(i)

(in the case of sub-paragraph

(B)) in the case of

an Asset Transfer;

(ii)

in the case of a

Permitted Reorganisation; or

(iii)

for the purpose of and followed by any other reconstruction,

amalgamation,

reorganisation, merger or consolidation, on

terms approved by an Extraordinary

Resolution of the Noteholders; or

(e)

other than in respect of the termination of the Guarantee pursuant

to Condition 2(c)

(

Termination of Guarantee

), if the Guarantee ceases to be, or is claimed by the Issuer

or the Guarantor not to be, in full force and effect; or

(f)

any event occurs which under the laws of any relevant jurisdiction

has an analogous

effect to any of the events referred to in (c) to (e) above,

then any Note may,

by notice given in writing to the Agent at its specified office by the holder

be declared

immediately due

and payable

whereupon it

shall become

immediately due

and

payable at the Early

Redemption Amount (as described in

Condition 5(g) (

Early Redemption

Amounts

)),

together

with

accrued

interest

(if

any)

the

date

repayment, without

further

formality unless such

Event of Default

shall have been

remedied prior to

the receipt of

such

notice by the Agent.

As used herein:

Asset Transfer

means, at

any particular

time, any

transfer or

transfers by

the Issuer

or (in

the case

of Notes

having the

benefit of

the Guarantee)

the Guarantor

of all

or substantially

all of its and its Subsidiaries' business or

operations, taken as a whole, to one or

more direct

or indirect wholly-owned Subsidiaries and/or, in the case of the Guarantor, to the Issuer;

Permitted

Reorganisation

means

any

(i)

consolidation

the

Issuer

(in

the

case

Notes having the benefit of

the Guarantee) the Guarantor with, or merger

of the Issuer or (in

the case

of Notes

having the

benefit of

the Guarantee)

the Guarantor

into, another

person,

or (ii) conveyance, transfer

or lease by the

Issuer or (in the

case of Notes having

the benefit

the

Guarantee)

the

Guarantor

all

substantially

all

its

and

its

Subsidiaries'

properties and assets, taken as a whole, to any person, in each case

where:

(a)

the person formed by such consolidation into which the Issuer or the

Guarantor, as

the case may be, is merged or the person which acquires by conveyance

or transfer,

or which leases, all or substantially all of the properties and assets

of the Issuer and

its Subsidiaries or the Guarantor and its Subsidiaries, in each case

taken as a whole,

(such person, the Successor) shall be a corporation, partnership or

trust, shall be

organised and validly existing under the laws of any jurisdiction and

shall expressly

assume, by way of a deed of assumption governed by English law

(the

Deed of

Assumption

), all obligations of the Issuer and/or the Guarantor, as applicable, under

the Notes and/or the Guarantee, as applicable; and

0010155-0003437 UKO2:

2005996996.8

(b)

the Issuer or the Guarantor, as the case may be, has delivered to the Agent (1) a

certificate signed by one director of the Issuer or, as the case may be, one director of

the Guarantor (in the case of Notes having the benefit of the Guarantee)

stating that

such consolidation, merger, conveyance, transfer or lease comply with the

requirements of this definition and that all conditions precedent

provided for in this

definition relating to such transaction have been complied with,

and (2) legal opinions

from (A) a leading firm of lawyers to the Successor in the country of incorporation

the Successor, and (B) a leading firm of lawyers to the Successor in England,

in each

case to the effect that, as a matter of the relevant law, the Deed of Assumption

constitutes legal, valid and binding obligations of the Successor

and is enforceable in

accordance with its terms, such opinions to be available

for inspection by

Noteholders and Couponholders at the specified offices of the Agent; and

Subsidiary

means, at

any particular

time, a

company of

which the

Issuer or

(in the

case of

Notes

having

the

benefit

the

Guarantee)

the

Guarantor

directly

indirectly

owns

controls at least

a majority of

the outstanding voting

stock having power

to elect directors

such company.

Replacement of 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 Agent or any Replacement Agent upon payment by the

claimant

such

costs

and

expenses

may

incurred

connection

therewith

and

such terms as to

evidence and indemnity as the Issuer

may reasonably require. Mutilated or

defaced Notes, Coupons or Talons must be surrendered before replacements will be issued.

10.

Agent and Paying Agents

The names

of the

initial Agent

and the

other initial

Paying Agents

and their

initial specified

offices are set out below.

The Issuer

and the

Guarantor (in

the case

of Notes

having the

benefit of

the Guarantee)

entitled to

vary or

terminate the

appointment of

any Paying

Agent and/or

appoint additional

or other Paying Agents

and/or approve any change in the

specified office through which any

Paying Agent acts, provided that:

(i)

so long as the Notes are listed on any stock exchange,

there will at all times be a

Paying Agent with a specified office in such place as may be required by

the rules and

regulations of the relevant stock exchange or other relevant authority;

(ii)

there will at all

times be a Paying

Agent with a specified

office outside Norway; and

(iii)

there will at all times be

an Agent.

addition,

the

Issuer

and

the

Guarantor

(in

the

case

Notes

having

the

benefit

the

Guarantee) shall forthwith appoint a Paying Agent

having a specified office in

New York

City

in the

circumstances described

in the

final paragraph

of Condition

4(d) (

General provisions

applicable

payments

Notice

any

variation,

termination,

appointment

change

Paying

Agents

will

given

the

Noteholders

promptly

the

issuer

accordance

with

Condition 12 (

Notices

0010155-0003437 UKO2:

2005996996.8

11.

Exchange of Talons

and

after

the

Interest

Payment

Date,

which

the

final

Coupon

comprised

any

Coupon

sheet

matures,

the

Talon

(if

any)

forming

part

such

Coupon

sheet

may

surrendered at the specified office

of the Agent or

any other Paying Agent in

exchange for a

further

Coupon sheet

including (if

such further

Coupon sheet

does not

include Coupons

(and including) the final date for the payment of interest due in respect of the Note to which it

appertains) a further Talon, subject to the provisions of Condition 7 (

Prescription

12.

Notices

All

notices

regarding

the

Notes

shall

published

leading

English

language

daily

newspaper of general circulation in London. It

is expected that such publication will be made

in the Financial Times

or any other daily

newspaper in London. The Issuer

shall also ensure

that notices are

duly published in a

manner which complies with

the rules and

regulations of

any

stock

exchange

other

relevant

authority

which

the

Notes

are

for

the

time

being

listed or by

which they have been

admitted to trading including

publication on the

website of

the relevant stock

exchange or relevant

authority if required

by those rules.

Any such notice

will be

deemed to

have been

given on

the date

of the

first publication

or,

where required

published

both

newspapers,

the

date

the

first

publication

both

such

newspapers.

Until such

time as

any definitive

Notes are

issued, there

may (provided

that, in

the case

Notes

listed

any

stock

exchange

admitted

trading

another

relevant

authority,

such

stock

exchange or

relevant

authority permits),

long

as the

global Note(s)

are

held in its/their entirety

on behalf of Euroclear

and Clearstream, Luxembourg, be substituted

for such publication in

such newspaper(s) or such website

the delivery of the

relevant notice

to Euroclear and

Clearstream, Luxembourg for communication by them

to the holders of

the

Notes. Any

such notice

shall be

deemed to

have been

given to

the holders

of the

Notes on

the day on which the said notice was given to Euroclear and Clearstream,

Luxembourg.

Notices to

be given

by any

holder of

the Notes

shall be

in writing

and given

by lodging

the

same,

together

(in

the

case

any

Note

definitive

form)

with

the

relative

Note

Notes,

with the

Agent. Whilst

any of

the Notes

are represented

by a

global Note,

such notice

may

given

any

holder

Note

the

Agent

via

Euroclear

and/or

Clearstream,

Luxembourg,

the

case

may

be,

such

manner

the

Agent

and

Euroclear

and/or

Clearstream, Luxembourg, as the case may be, may approve for

this purpose.

13.

Meetings of Noteholders,

Modification and

Waiver

The

Agency

Agreement

contains

provisions

for

convening

meetings

(including

way

conference call or

by use of

a videoconference platform) of

Noteholders to consider

matters

affecting

their

interests,

including

the

sanctioning

Extraordinary

Resolution

modification of

any of

these

Conditions. Such

a meeting

may

be convened

by Noteholders

holding not less than 10 per cent. in nominal principal amount of the Notes for the time being

outstanding. The quorum for

any meeting convened to

consider an Extraordinary Resolution

will be two or more persons holding or representing a clear majority in nominal amount of the

Notes

for

the

time

being

outstanding,

any

adjourned

meeting

one

persons

being

representing

Noteholders

whatever

the

nominal

amount

the

Notes

held

represented, unless

the business

of such

meeting includes consideration

of proposals,

inter

alia

(i)

modify

the

maturity

the

Notes

the

dates

which

interest

payable

respect of

the Notes,

(ii) to

reduce or

cancel the

principal amount

of interest

on the

Notes,

(iii)

change

the

currency

payment

the

Notes

the

Coupons,

(iv)

modify

the

0010155-0003437 UKO2:

2005996996.8

provisions

concerning

the

quorum

required

any

meeting

Noteholders

the

majority

required to pass an Extraordinary Resolution, or (v) to modify or cancel the

obligations of the

Guarantor

under

the

Guarantee,

which

case

the

necessary

quorum

will

two

persons holding

or representing not

less than

75 per

cent., or

at any

adjourned meeting not

less than

25 per

cent., in

principal amount

of the

Notes for

the time

being outstanding.

The

Agency

Agreement

provides

that

(i)

resolution

passed

meeting

duly

convened

and

held in

accordance with

the Agency

Agreement by

a majority

consisting of

not less

than 75

per

cent.

the

votes

cast

such

resolution,

(ii)

resolution

writing

signed

behalf

the

holders

not

less

than

per

cent.

nominal amount

the

Notes

for

the

time

being

outstanding

(iii)

consent

given

way

electronic

consents

through

the

relevant clearing system(s) (in a form satisfactory to the Agent) by or on behalf of the holders

of not

less than 75

per cent.

in nominal amount

of the Notes

for the time

being outstanding,

shall,

each

case,

effective

Extraordinary

Resolution

the

Noteholders.

Any

Extraordinary Resolution

duly passed

shall be

binding on

Noteholders (whether

or not

they

were present

at any

meeting, and

whether or

not they

voted on

such resolution)

and on

all

Couponholders.

The

Agent,

the

Issuer

and

(in

the

case

Notes

having

the

benefit

the

Guarantee)

the

Guarantor may agree, without the consent of the Noteholders or Couponholders,

to:

(i)

any modification (except as mentioned above) of the Agency Agreement

which is, in

the sole opinion of the Issuer and (in the case of Notes having the

benefit of the

Guarantee) the Guarantor, not prejudicial to the interests of the Noteholders; or

(ii)

any modification of the Notes, the Coupons or the Agency Agreement

which is, in the

sole opinion of the Issuer and (in the case of Notes having

the benefit of the

Guarantee) the Guarantor, of a formal, minor or technical nature or is made to correct

a manifest error or to comply with mandatory provisions of the law of

the jurisdiction in

which the Issuer is incorporated.

Any such

modification shall

be binding

on the

Noteholders and

the Couponholders

and any

such

modification

shall

notified

the

Noteholders

accordance

with

Condition

(

Notices

) as soon as practicable thereafter.

addition,

the

Agent

shall

obliged

use

its

reasonable

endeavours

effect

any

Benchmark

Amendments

Benchmark

Replacement

Confirming

Changes

the

circumstances and

as otherwise

set

out

Condition 3(b)(viii)

(

Benchmark Discontinuation

)

or Condition 3(b)(ix) (

Benchmark Discontinuation – SOFR

) above (as applicable), without the

consent of the Noteholders or the Couponholders.

14.

Substitution

The Issuer,

or any

previously substituted

company,

may at

any time,

without the

consent of

the

Noteholders

the

Couponholders,

substitute

for

itself

principal

debtor

under

the

Notes and

the Coupons

a company

(the

Substitute

) as

principal debtor

under the

Notes or

Coupons in

the manner

specified in

Schedule 6

to the

Agency Agreement,

provided that

payment

respect

the

Notes

the

Coupons

the

relevant

time

overdue.

The

substitution

shall

made

deed

poll

(the

Deed

Poll

substantially

the

form

exhibited to the Agency Agreement, and may take place only if:

(i)

the obligations of the Substitute under the Deed Poll, the Notes and the Coupons

shall

be unconditionally and irrevocably guaranteed by Equinor ASA

(in such capacity,

the

0010155-0003437 UKO2:

2005996996.8

New Guarantor

and such guarantee, the

New Guarantee

) and (in the case of Notes

having the benefit of the Guarantee) the Guarantor, by means of the Deed Poll;

(ii)

all action, conditions and things required to be taken, fulfilled

and done (including the

obtaining of any necessary consents) to ensure that the Deed

Poll, the Notes and

Coupons represent valid, legally binding and enforceable

obligations of the Substitute

and in the case of the Deed Poll of the New Guarantor and

(in the case of Notes

having the benefit of the Guarantee) the Guarantor

have been taken, fulfilled and done

and are in full force and effect;

(iii)

the Substitute shall have become party to

the Agency Agreement, with any appropriate

consequential amendments, as if it had been an original

party to it;

(iv)

each stock exchange or listing authority which has the Notes

listed on such stock

exchange shall have confirmed that following the proposed substitution

of the

Substitute the Notes would continue to be listed on such stock exchange;

(v)

legal opinions addressed to the

Noteholders shall have been delivered

to them (care of

the Agent) from a lawyer or firm of lawyers with a leading securities practice

in (i) the

Kingdom of Norway and, if applicable, any Substitute Jurisdiction

(as defined in the

final paragraph of this Condition 14 (

Substitution

)) and (ii) England, in each case as to

the fulfilment of the preceding conditions of this Condition

14 (

Substitution

) and the

other matters specified in the Deed Poll; and

(vi)

the Issuer shall have given at least 14 days' prior notice of

such substitution to the

Noteholders, stating that copies, or, pending execution, the agreed text, of all

documents in relation to the substitution which are referred

to above, or which might

otherwise reasonably be regarded as material to Noteholders,

will be available for

inspection at the specified office of each of the Paying Agents. References

Condition 8 (

Events of Default

) to obligations under the Notes shall be deemed to

include obligations under the Deed Poll, and the events listed in Condition

8 (

Events of

Default

) shall be deemed to include the New

Guarantee not being (or being claimed by

the New Guarantor not to be) in full force and effect and the provisions of

Condition

8(c) to 8(e) (

Events of Default

) inclusive (other than the words "other than in respect of

the termination of the Guarantee pursuant to Condition 2(c) (

Termination of

Guarantee

)" in Condition 8(e)) shall be deemed to apply in addition

to the New

Guarantor.

In connection with any proposed substitution pursuant to

this Condition 14 (

Substitution

), the

Issuer

(or

previously

substituted

company,

the

case

may

be)

Substitute

shall

not

required to have regard to, or be in any way liable for,

the consequences of such substitution

for

individual

Noteholders

the

Couponholders resulting

from

their

being

for

any

purpose

domiciled

resident

in,

otherwise

connected

with,

subject

the

jurisdiction

of,

any

particular

territory.

Noteholder

Couponholder

shall,

connection

with

any

such

substitution, be

entitled to

claim from

the Issuer

(or

previously substituted

company,

as the

case

may

be)

Substitute

any

indemnification

payment

respect

any

tax

consequence of

any such

substitution upon

such individual

Noteholders or

Couponholders,

except

the

extent

already

provided

Condition

(

Taxation

)

modified

accordance

with the following paragraph.

Where

substitution

takes

place

pursuant

this

Condition

(

Substitution

)

and

the

Substitute

subject,

reason

its

incorporation

residence

for

tax

purposes,

jurisdiction or any political subdivision or any authority thereof or

therein having power to tax

0010155-0003437 UKO2:

2005996996.8

(the

Substitute Jurisdiction

)

other

than

the

Kingdom of

Norway (or,

as the

case may

be,

the

jurisdiction

incorporation

residence

for

tax

purposes

the

preceding

substituted

company) or

any political subdivision

or any

authority thereof

or therein having

power to

tax

(the

Jurisdiction

references

the

Jurisdiction

Condition

5(b)

(

Redemption for Tax

Reasons

) and Condition

6 (

Taxation

) shall, in

respect of any

payments

made

the

Substitute

(but

not

respect

payments

made

(A)

the

New

Guarantor under

the

New Guarantee

or (B)

(in

the

case

Notes having

the

benefit of

the

Guarantee)

the

Guarantor),

deemed

replaced

references

the

Substitute

Jurisdiction,

and

Conditions

5(b)

(

Redemption

for

Tax

Reasons

)

and

(

Taxation

)

shall

deemed to be modified accordingly when the substitution takes place.

15.

Further Issues

The

Issuer

shall

liberty

from

time

without

the

consent

the

Noteholders

Couponholders to

create and

issue further

notes having

terms

and conditions

the

same as

the

Notes or

the same

in all

respects

save for

the amount

and date

of the

first payment

interest thereon and so that the same shall be consolidated and form a single Series with the

outstanding Notes.

16.

Contracts (Rights

of Third Parties)

Act 1999

A person

who is

not a

Noteholder has no

right under the

Contracts (Rights of

Third Parties)

Act

1999

(the

Act)

enforce

any

term

the

Notes,

but

this

does

not

affect

any

right

remedy of a third party which exists or is available apart from

the Act.

17.

Governing Law and Submission

to Jurisdiction

(a)

The Agency Agreement, the Guarantee, the Notes and the Coupons

and any non-

contractual obligations arising out of or in connection with

the Agency Agreement, the

Guarantee, the Notes and the Coupons are governed by, and shall be construed in

accordance with, English law.

(b)

Subject to paragraph (c) below, the courts of England are to have jurisdiction to settle

any disputes (including a dispute relating to any non-contractual

obligations) which

may arise out of or in connection with the Guarantee, the Notes

or the Coupons and

accordingly any legal action or proceedings arising out of or in connection

with the

Guarantee, the Notes or the Coupons (

Proceedings

) may be brought in such courts.

Each of the Issuer and the Guarantor irrevocably submits to

the jurisdiction of such

courts and waives any objection to Proceedings in any such courts

whether on the

ground of venue or on the ground that the Proceedings have been

brought in an

inconvenient forum.

(c)

This paragraph (c) is for the benefit of each of the Noteholders and Couponholders

only. To

the extent permitted by applicable law, each of the Noteholders and

Couponholders may take Proceedings against the Issuer and/or

the Guarantor in any

other court of competent jurisdiction and concurrent Proceedings in

any number of

jurisdictions.

(d)

Each of the Issuer and the Guarantor irrevocably appoints Equinor

UK Limited at its

registered office in England for the time being at One Kingdom Street, Paddington

Central, London W2 6BD to receive service of process in any Proceedings

in England

based on any of the Notes or Coupons. If for any reason the Issuer

or Guarantor does

not have such an agent in England, it will promptly appoint a substitute

process agent

0010155-0003437 UKO2:

2005996996.8

and notify the Noteholders of such appointment. Nothing herein shall

affect the right to

serve process in any other manner permitted by law.

0010155-0003437 UKO2:

2005996996.8

AGENT

The Bank of New

York Mellon, London

Branch 160 Queen Victoria Street

London EC4V

4LA

United Kingdom

PAYING

AGENT

The Bank of New York Mellon SA/NV, Luxembourg Branch

Vertigo Building - Polaris

2-4 rue,

Eugène

Ruppert L-2453

Luxembourg

and/or such other or further Agent and other or further Paying

Agents and/or specified offices as

may from time to time be duly appointed by the Issuer and notice of

which has been given to the

Noteholders.

0010155-0003437 UKO2:

2005996996.8

SCHEDULE 2

FORMS OF GLOBAL AND

DEFINITIVE NOTES, COUPONS

AND TALONS

PART 1

FORM OF TEMPORARY GLOBAL NOTE

EQUINOR ASA

TEMPORARY GLOBAL NOTE

Unconditionally and (subject to

Condition 2(c)) irrevocably

guaranteed by EQUINOR ENERGY AS

This

Global Note

a Temporary

Global Note

respect of

duly authorised

issue of

Notes (the

Notes

) of Equinor ASA (the

Issuer

) described, and having the provisions specified, in Part A of the

attached Final Terms

(the

Final Terms

References in this Global Note to the

Conditions shall be

the

Terms

and

Conditions of

the

Notes other

than

VPS

Notes

as set

out

Schedule 1

the

Agency Agreement (as defined

below) as completed by

the information set out

in the Final Terms,

but in

the event

of any

conflict between the

provisions of (a)

that Schedule or

(b) this

Global Note

and the information set out in the Final Terms, the Final Terms

will prevail.

Words and

expressions defined or

set out in

the Conditions and/or

the Final Terms

shall have the

same meaning when used in this Global Note.

This

Global

Note

issued

subject

to,

and

with

the

benefit

of,

the

Conditions

and

Agency

Agreement (the

Agency Agreement

which expression

shall be

construed as

a reference

that

agreement as

the same

may

amended, supplemented,

novated or

restated from

time to

time)

dated

May

2023

and

made

between

the

Issuer,

Equinor

Energy

guarantor

(the

Guarantor

The

Bank

New

York

Mellon,

London

Branch

(the

Agent

)

and

the

other

agents

named in it.

For value received the Issuer, subject to

and in accordance with the Conditions, promises to pay to

the bearer

of this

Global Note

on the

Maturity Date

and/or on

such earlier

date(s) as

all or

any of

the Notes represented by this

Global Note may become due and

repayable in accordance with the

Conditions, the

amount payable

under the

Conditions in

respect of

the

Notes represented

by this

Global

Note

each

such

date

and

pay

interest

(if

any)

the

nominal

amount

the

Notes

from

time

represented

this

Global

Note

calculated

and

payable

provided

the

Conditions

together

with

any

other

sums

payable

under

the

Conditions, upon

(if

the

Final

Terms

indicates

that

this

Global

Note

not

intended

New

Global

Note)

presentation

and,

maturity,

surrender

this Global

Note to

the

order

the

Agent

any

the

other

paying

agents located

outside the

United States

(except as

provided in

the Conditions)

from time

to time

appointed by the Issuer

and the Guarantor

in respect of the

Notes, but in each

case subject to

the

requirements as to certification provided below.

If the Final Terms

indicates that this Global Note is intended to

a New Global Note, the nominal

amount of Notes represented by this Global Note shall be the aggregate nominal amount from time

time

entered

the

records

both

Euroclear

Bank

SA/NV

and

Clearstream

Banking

S.A.

(together,

the

relevant Clearing

Systems

The records

of the

relevant Clearing

Systems (which

expression in this

Global Note means

the records that

each relevant Clearing

System holds for

its

customers which

reflect the

amount of

such customer's

interest in

the

Notes)

shall be

conclusive

evidence of the nominal amount of Notes represented by this Global Note and, for these purposes,

statement

issued

relevant

Clearing

System

stating

the

nominal

amount

Notes

0010155-0003437 UKO2:

2005996996.8

represented

this

Global

Note

any

time

(which

statement

shall

made

0010155-0003437 UKO2:

2005996996.8

available to

the

bearer

upon request)

shall be

conclusive evidence

the records

of the

relevant

Clearing System at that time.

the

Final

Terms

indicates

that

this

Global

Note

not

intended

New

Global

Note,

the

nominal

amount

the

Notes

represented

this

Global

Note

shall

the

amount

stated

the

Final Terms

or, if

lower, the

nominal amount most recently

entered by or on

behalf of the Issuer

the relevant column in Part 2 or 3 of Schedule One or in Schedule

Two.

On any

redemption or payment

of interest being

made in respect

of, or purchase

and cancellation

of, any of the Notes represented by this Global Note the Issuer shall

procure that:

(a)

if the Final Terms

indicates that this Global Note is intended to be a New

Global Note,

details of

such redemption, payment or purchase and cancellation

(as the case may be)

shall be entered

pro

rata

in the records of the relevant Clearing Systems and, upon any

such entry being made, the nominal amount of the Notes recorded in

the records of the

relevant Clearing Systems and represented by this Global Note shall

be reduced by the

aggregate nominal amount of the Notes so redeemed or purchased

and cancelled; or

(b)

if the Final Terms

indicates that this Global Note is not intended to be a New

Global Note,

details of such redemption, payment or purchase and cancellation

(as the case may be)

shall be entered by or

on behalf of the Issuer in Schedule One and the relevant

space in

Schedule One recording any such redemption, payment or purchase

and cancellation (as

the case may be) shall be signed by or on behalf of the Issuer.

Upon any such redemption,

purchase and cancellation, the nominal amount of the Notes represented

by this Global

Note shall be reduced by the nominal amount of the Notes so redeemed

or purchased and

cancelled.

Payments

due

respect

Notes

for

the

time

being

represented

this

Global

Note

shall

made

the

bearer

this

Global

Note

and

each

payment

made

will

discharge

the

Issuer's

obligations

respect

thereof.

Any

failure

make

the

entries

referred

above

shall

not

affect

such discharge.

Prior to

the Exchange

Date (as

defined below),

all payments

(if any)

on this

Global Note

will only

made

the

bearer

hereof

the

extent

that

there

presented

the

Agent

relevant

Clearing System a certificate to the effect that it has received from or in respect of a person entitled

particular

nominal

amount

the

Notes

(as

shown

its

records)

certificate

non-US

beneficial ownership in the form required by it.

The bearer of this Global Note will not be entitled to

receive any

payment of

interest due

on or

after the

Exchange Date

unless upon

due certification

exchange of this Global Note is improperly

withheld or refused.

On or

after the

date (the

Exchange Date

) which

is 40

days after

the Issue

Date this

Global Note

may be exchanged in whole or in part (free of charge) for, as specified in the Final Terms, either:

(a)

security printed Definitive Notes and (if applicable) Coupons and Talons in the form set out

in Part

3, Part 4 and Part 5 respectively of Schedule 2 to the Agency

Agreement (on the

basis that all the appropriate details have been included on the

face of such Definitive

Notes and (if applicable) Coupons and Talons and the Final Terms

(or the relevant

provisions of the Final Terms) have been endorsed on or attached to such Definitive

Notes); or

(b)

either, (i) if the Final Terms

indicates that this Global Note is intended to be a New

Global

Note, interests recorded in the records of the relevant

Clearing Systems in a Permanent

Global Note or, (ii) if the Final Terms

indicates that this Global Note is not intended to be a

New Global Note, a Permanent Global Note, which, in either case,

is in or substantially in

the form set out in Part 2 of Schedule 2 to the Agency Agreement (together

with the Final

Terms

attached to it),

0010155-0003437 UKO2:

2005996996.8

in each

case upon

notice being

given by

a relevant

Clearing System

acting on

the

instructions of

any holder of an interest in this Global Note.

Definitive

Notes

and

(if

applicable)

Coupons

and/or

Talons

have

already

been

issued

exchange for all the

Notes represented for the time

being by the Permanent Global

Note, then this

Global

Note

may

only

thereafter

exchanged

for

Definitive

Notes

and

(if

applicable)

Coupons

and/or Talons

in accordance with the terms of this Global Note.

This

Global

Note

may

exchanged by

the

bearer

hereof

any

day

(other

than

Saturday or

Sunday) on

which banks

are open

for general

business in

London.

The Issuer

shall procure

that,

as appropriate, (i)

the Definitive Notes

or (as the

case may be)

the Permanent Global

Note issued

and delivered,

or (ii)

the interests

in the

Permanent Global

Note (where

the Final

Terms

indicates

that this

Global Note

is intended to

be a

New Global Note)

shall be

recorded in

the records

of the

relevant

Clearing

System,

each

case

exchange

for

only

that

portion

this

Global

Note

respect

which

there

shall

have

been

presented to

the

Agent

relevant

Clearing

System

certificate

the

effect

that

has

received

from

respect

person

entitled

beneficial

interest in

a particular

nominal amount

of the

Notes (as

shown by

its records)

a certificate

of non-

beneficial

ownership

from

such

person

the

form

required

it.

The

aggregate

nominal

amount

Definitive Notes

interests in

a Permanent

Global

Note

issued upon

an exchange

this Global Note will, subject to the terms

hereof, be equal to the aggregate nominal amount of

this

Global Note submitted by the bearer for exchange.

On an exchange of the whole of this Global Note, this Global Note shall be surrendered to or to the

order of the Agent.

On an exchange of part only of this Global Note, the Issuer

shall procure that:

(a)

if the Final Terms

indicates that this Global Note is intended to be a New

Global Note,

details of such exchange shall be entered

pro rata

in the records of the relevant Clearing

Systems; or

(b)

if the Final Terms

indicates that this Global Note is not intended to be a New

Global Note,

details of such exchange shall be entered by or on behalf of the

Issuer in Schedule Two

and the relevant space in Schedule Two recording such exchange shall be signed by or on

behalf of the Issuer, whereupon the nominal amount of this Global Note and the Notes

represented by this Global Note shall be reduced by the nominal amount

so exchanged.

On any exchange of this Global Note for a

Permanent Global Note, details of such

exchange shall also be entered by or on behalf of the Issuer

in Schedule Two to the

Permanent Global Note and the relevant space in Schedule

Two to the Permanent Global

Note recording such exchange shall be signed by or on behalf of the

Issuer.

Until

the

exchange

the

whole

this

Global

Note,

the

bearer

this

Global

Note

shall

all

respects (except

as otherwise

provided in

this Global

Note) be

entitled to

the same

benefits as

they

were

the

bearer

Definitive

Notes

and

the

relative

Coupons

and/or

Talons

(if

any)

represented

this

Global

Note.

Accordingly,

except

ordered

court

competent

jurisdiction

required

law

applicable regulation,

the

Issuer

and

any

Paying

Agent

may

deem

and

treat

the

holder

this

Global

Note

the

absolute

owner

this

Global

Note

for

all

purposes.

In the event

that this Global

Note (or any

part of it)

has become due

and repayable in

accordance

with the

Conditions or

that the

Maturity Date

(if any)

has occurred

and, in

either case,

payment in

full of

the amount

due has

not been

made to

the bearer

in accordance

with the

provisions set

out

above,

then

from

8.00

p.m.

(London

time)

such

day

each

Noteholder

will

become

entitled

proceed directly against the Issuer on, and subject to, the terms of the Deed of Covenant executed

the

Issuer

May

2020

(as

amended,

supplemented,

novated

and/or

restated

the

Issue

Date)

respect

the

Notes

and

the

bearer

will

have

further

rights

under

this

Global

Note (but without

prejudice to the rights

which the bearer or

any other person may

have under the

Deed of Covenant).

0010155-0003437 UKO2:

2005996996.8

rights

are

conferred on

any

person

under the

Contracts (Rights

Third

Parties)

Act

1999 to

enforce

any

term

this

Global

Note,

but

this

does

not

affect

any

right

remedy

any

person

which exists or is available apart from that Act.

any

provision

obligation

under

this

Global

Note

becomes

invalid,

illegal

unenforceable in

any respect

under the

law of

any jurisdiction,

that will

not affect

or impair

(i) the

validity,

legality

enforceability

under

the

law

that

jurisdiction

any

other

provision

obligation under this Global Note, and

(ii) the validity,

legality or enforceability under the law of

any

other jurisdiction of that or any

other provision in or obligation under this Global Note.

This

Global

Note

and

any

non-contractual

obligations

arising

out

connection

with

are

governed by, and shall be construed in accordance with, English law.

This

Global

Note

shall

not

valid

unless

authenticated

the

Agent

and,

the

Final

Terms

indicates that this Global Note is intended to be a NGN (i) which is intended to be held in

a manner

which

would

allow

Eurosystem

eligibility

(ii)

respect

which

effectuation

applicable,

effectuated by the entity

appointed as common safe-keeper by the relevant Clearing Systems.

IN WITNESS

whereof the Issuer has caused

this Global Note to be duly

executed on its behalf.

EQUINOR ASA

By:

Authenticated without

recourse, warranty or liability

THE

BANK

NEW

YORK

MELLON, LONDON BRANCH

By:

Effectuated without

recourse,

warranty or liability by

...................................................

as common safekeeper

By:

0010155-0003437 UKO2:

2005996996.8

SCHEDULE ONE TO

THE TEMPORARY GLOBAL NOTE

PART 1

INTEREST PAYMENTS

Date

made

Total

amount of interest

payable

Amount of interest

paid

Confirmation of

payment

on behalf of the Issuer

Schedule One should

only be completed where

the Final Terms indicates that this Global

Note is not intended

to be a New

Global Note.

See the most recent entry

in Part 2 or 3 of

Schedule One or in

Schedule Two in order to determine

this amount.

0010155-0003437 UKO2:

2005996996.8

PART 2

REDEMPTIONS

Date

made

Total

amount

of principal

payable

Amount of

principal paid

Remaining nominal

amount of

this

Global Note

following such

redemption

Confirmation of

redemption on

behalf of the Issuer

See the most recent entry

in Part 2 or 3 of

Schedule One or in

Schedule Two in order to determine

this amount.

0010155-0003437 UKO2:

2005996996.8

100

PART 3

PURCHASES AND CANCELLATIONS

Date

made

Part of nominal

amount of this Global

Note purchased and

cancelled

Remaining nominal

amount of this

Global Note

following such purchase

and cancellation

Confirmation

purchase

and

cancellation

behalf

of the Issuer

0010155-0003437 UKO2:

2005996996.8

101

SCHEDULE TWO TO THE

TEMPORARY GLOBAL NOTE

EXCHANGES

FOR DEFINITIVE NOTES

OR PERMANENT GLOBAL

NOTE

The following exchanges of a part of this Global Note

for Definitive Notes or a Permanent Global

Note have been made:

Date

made

Nominal amount of this

Global Note

exchanged

for Definitive Notes or a

Permanent Global Note

Remaining nominal

amount of

this Global

Note following such

exchange

Notation made

behalf of the Issuer

Schedule Two should only be

completed where the Final

Terms indicates that this Global Note is

not intended to

be a New

Global Note.

See the most recent

entry in Part 2

or 3 of Schedule One

or in Schedule Two in order

to determine this amount.

0010155-0003437 UKO2:

2005996996.8

102

PART 2

FORM OF PERMANENT

GLOBAL NOTE

ANY

UNITED

STATES

PERSON

WHO

HOLDS

THIS

OBLIGATION

WILL

SUBJECT

LIMITATIONS

UNDER

THE

UNITED

STATES

INCOME

TAX

LAWS

INCLUDING

THE

LIMITATIONS

PROVIDED

SECTIONS

165(J)

AND

1287(A)

THE

INTERNAL

REVENUE

CODE.

EQUINOR ASA

PERMANENT GLOBAL

NOTE

Unconditionally and (subject to

Condition 2(c)) irrevocably

guaranteed by EQUINOR ENERGY AS

This Global

Note is

a Permanent

Global Note

in respect

a duly

authorised issue

Notes (the

Notes

) of Equinor ASA (the

Issuer

) described, and having the provisions specified, in Part A of the

attached Final Terms

(the

Final Terms

References in this Global Note to

the Conditions shall be

the

Terms

and

Conditions of

the

Notes other

than

VPS

Notes

as set

out

Schedule 1

the

Agency Agreement (as defined

below) as completed by

the information set out

in the Final Terms,

but in

the event

of any

conflict between the

provisions of (a)

that Schedule or

(b) this

Global Note

and the information set out in the Final Terms, the Final Terms

will prevail.

Words and

expressions defined or

set out in

the Conditions and/or

the Final Terms

shall have the

same meaning when used in this Global Note.

This

Global

Note

issued

subject

to,

and

with

the

benefit

of,

the

Conditions

and

Agency

Agreement (the

Agency Agreement

which expression

shall be

construed as

a reference

that

agreement as

the same

may

amended, supplemented,

novated or

restated from

time to

time)

dated 11

May 2023 and made between

the Issuer,

Equinor Energy AS (the

Guarantor

), The Bank

of New York Mellon, London Branch (the

Agent

) and the other agents named in it.

For value received the Issuer, subject to and

in accordance with the Conditions, promises to pay to

the bearer

of this

Global Note

on the

Maturity Date

and/or on

such earlier

date(s) as

all or

any of

the Notes represented by this

Global Note may become due and

repayable in accordance with the

Conditions, the

amount payable

under the

Conditions in

respect of

the Notes

represented by

this

Global

Note

each

such

date

and

pay

interest

(if

any)

the

nominal amount

the

Notes

from

time

represented

this

Global

Note

calculated

and

payable

provided

the

Conditions

together

with

any

other

sums

payable

under

the

Conditions, upon

(if

the

Final Terms

indicates

that

this

Global

Note

not

intended

New

Global

Note)

presentation

and,

maturity,

surrender

this Global

Note

the

order

the

Agent

any

the

other

paying

agents located

outside the

United States

(except as

provided in

the Conditions)

from time

to time

appointed by the Issuer and the Guarantor in respect of the Notes.

If the Final Terms

indicates that this Global Note is intended to

be a New Global Note, the

nominal

amount of Notes

represented by this Global

Note shall be

the aggregate amount from

time to time

entered in the records

of both Euroclear Bank SA/NV and

Clearstream Banking S.A. (together,

the

relevant Clearing

Systems

The records

of the

relevant Clearing

Systems (which

expression in

this

Global

Note

means

the

records

that

each

relevant

Clearing

System

holds

for

its

customers

which reflect

the amount of

such customer's interest

in the

Notes) shall be

conclusive evidence of

the nominal amount of Notes represented by this Global Note and, for these purposes, a statement

issued by

a relevant

Clearing System

stating the

nominal

amount

Notes

represented

this

Global

Note

any

time

(which

statement

shall

made

0010155-0003437 UKO2:

2005996996.8

103

available to

the

bearer

upon request)

shall be

conclusive evidence

the records

of the

relevant

Clearing System at that time.

the

Final

Terms

indicates

that

this

Global

Note

not

intended

New

Global

Note,

the

nominal

amount

the

Notes

represented

this

Global

Note

shall

the

aggregate

nominal

amount stated

in the

Final Terms

or,

if lower,

the nominal

amount most

recently entered

by or

behalf of the Issuer in the relevant column in Part 2 or 3 of Schedule

One or in Schedule Two.

On any

redemption or payment

of interest being

made in respect

of, or purchase

and cancellation

of, any of the Notes represented by this Global Note the Issuer shall

procure that:

(i)

if the Final Terms

indicates that this Global Note is intended to be a New Global

Note,

details of

such redemption, payment or purchase and cancellation

(as the case may be)

shall be entered

pro

rata

in the records of the relevant Clearing Systems and, upon any

such entry being made, the nominal amount of the Notes recorded in

the records of the

relevant Clearing Systems and represented by this Global Note shall

be reduced by the

aggregate nominal amount of the Notes so redeemed or purchased

and cancelled; or

(ii)

if the Final Terms

indicates that this Global Note is not intended to be a New

Global Note,

details of such redemption, payment or purchase and cancellation

(as the case may be)

shall be entered by or

on behalf of the Issuer in Schedule One and the relevant

space in

Schedule One recording any such redemption, payment or purchase

and cancellation (as

the case may be) shall be signed by or on behalf of the

Issuer.

Upon any such redemption

or purchase and cancellation,

the nominal amount of the Notes represented

by this Global

Note shall be reduced by the nominal amount of the Notes so redeemed

or purchased and

cancelled.

Payments

due

respect

Notes

for

the

time

being

represented

this

Global

Note

shall

made

the

bearer

this

Global

Note

and

each

payment

made

will

discharge

the

Issuer's

obligations

respect

thereof.

Any

failure

make

the

entries

referred

above

shall

not

affect

such discharge.

Where the Notes

have initially been represented

by one or

more Temporary

Global Notes, on

any

exchange of any such Temporary

Global Note for this Global Note or any part of it,

the Issuer shall

procure that:

(i)

if the Final Terms

indicates that this Global Note is intended to be a New

Global Note,

details of such exchange shall be entered in the records of the relevant

Clearing Systems;

(ii)

if the Final Terms indicates that this Global Note is not intended to be a New Global Note,

details of such exchange shall be entered by or on behalf of the

Issuer in Schedule Two

and the relevant space in Schedule Two recording any such exchange shall be signed by

or on behalf of the Issuer, whereupon the nominal amount of the Notes represented by this

Global Note shall be increased by the nominal amount any such Temporary Global Note so

exchanged.

certain

circumstances

further

notes

may

issued

which

are

intended

issue

consolidated

and

form

single

Series

with

the

Notes.

such

circumstances

the

Issuer

shall

procure that:

(i)

if the Final Terms

indicates that this Global Note is intended to be a New

Global Note,

details of

such further notes shall be entered in the records of the relevant

Clearing

Systems such that the nominal amount of Notes represented by

this Global Note shall be

increased by the amount of such further notes so issued; or

0010155-0003437 UKO2:

2005996996.8

104

(ii)

if the Final Terms

indicates that this Global Note is not intended to be a New

Global Note,

details of such further notes shall be entered by or on behalf of

the Issuer in Schedule Two

and the relevant space in

Schedule Two

recording such

further

notes

shall be

signed

on behalf

the

Issuer,

0010155-0003437 UKO2:

2005996996.8

105

whereupon the nominal amount of the Notes represented by this

Global Note shall be

increased by

the nominal amount of any such further notes so issued.

This

Global

Note may

be exchanged

in whole

but

not

part (free

charge) for

security printed

Definitive Notes and (if applicable) Coupons and/or Talons

in the form set out in Part 3, Part 4

and

Part

5 respectively

of Schedule

2 to

the Agency

Agreement (on

the

basis that

all the

appropriate

details

have

been

included on

the

face

such Definitive

Notes

and (if

applicable)

Coupons and

Talons

and the Final Terms

(or the

relevant provisions of the Final Terms)

have been endorsed on

or attached to such Definitive Notes) either,

as specified in the Final Terms:

(a)

upon not less than 60 days' written notice being given to the Agent by Euroclear and/or

Clearstream,

Luxembourg acting on

the instructions of any

holder of an interest

in this Global Note; or

(b)

only upon the occurrence

of an Exchange Event.

Exchange Event

means:

(i)

an Event of Default (as defined

in Condition 8) has occurred

and is continuing; or

(ii)

the Issuer has been notified

that both the relevant Clearing

Systems have been closed for

business for a continuous period of 14 days (other than by

reason of holiday, statutory or

otherwise) or have announced an intention permanently to cease business

or have in fact

done so and no successor clearing system is available.

If this Global Note is

only exchangeable following

the occurrence of an Exchange

Event:

(A)

the Issuer will promptly give notice to Noteholders in accordance with

Condition 12 upon

the occurrence of an Exchange Event; and

(B)

in the event of the occurrence of any Exchange Event, one or

more of the relevant Clearing

Systems acting on the instructions of any holder of an interest

in this Global Note may give

notice to the Agent requesting exchange.

Any such exchange shall occur no later than 45

days after the date of receipt of the first relevant notice by the Agent.

Any such

exchange will

be made

on any

day (other

than

a Saturday

or Sunday)

on which

banks

are open for general business in London by the bearer of this Global Note.

On an exchange of this

Global Note, this

Global Note shall be

surrendered to or

to the order

of the Agent.

The aggregate

nominal amount

of Definitive

Notes issued

upon an

exchange of

this Global

Note will

be equal

the aggregate nominal amount of this Global Note

at the time of such exchange.

Until the

exchange of

this Global

Note, the

bearer of

this Global

Note shall

in all

respects (except

otherwise

provided

this

Global

Note)

entitled

the

same

benefits

they

were

the

bearer

Definitive

Notes

and

the

relative

Coupons

and/or

Talons

(if

any)

represented

this

Global Note. Accordingly,

except as ordered

by a court

of competent jurisdiction

or as

required by

law

applicable regulation,

the

Issuer

and

any Paying

Agent may

deem and

treat

the

holder

this Global Note as the

absolute owner of this Global Note for all purposes.

the

event

that

(a)

this

Global

Note

(or

any

part

it)

has

become

due

and

repayable

accordance with the Conditions or that the Maturity Date has occurred

and, in either case, payment

in full of the amount due has not been made to the bearer in accordance with the provisions set out

above, or

(b) following an

Exchange Event,

this

Global

Note

not

duly

exchanged

for

definitive

Notes

by the

day provided

above,

then

from

8.00

p.m.

(London

time)

such

day

each

Noteholder

will

become

entitled

proceed

directly

against the Issuer on, and subject to, the terms of the Deed of Covenant executed by the Issuer on

May

2020

(as

amended,

supplemented,

novated

and/or

restated

the

Issue

Date)

0010155-0003437 UKO2:

2005996996.8

106

respect of the Notes

and the bearer

0010155-0003437 UKO2:

2005996996.8

107

will

have

further

rights

under

this

Global

Note

(but

without

prejudice

the

rights

which

the

bearer or any other person may have under the Deed of Covenant).

rights

are

conferred on

any

person

under the

Contracts (Rights

Third

Parties)

Act

1999 to

enforce

any

term

this

Global

Note,

but

this

does

not

affect

any

right

remedy

any

person

which exists or is available apart from that Act.

any

provision

obligation

under

this

Global

Note

becomes

invalid,

illegal

unenforceable in

any respect

under the

law of

any jurisdiction,

that will

not affect

or impair

(i) the

validity,

legality

enforceability

under

the

law

that

jurisdiction

any

other

provision

obligation under this Global Note, and

(ii) the validity,

legality or enforceability under the law of

any

other jurisdiction of that or any

other provision in or obligation under this Global Note.

This

Global

Note

and

any

non-contractual

obligations

arising

out

connection

with

are

governed by, and shall be construed in accordance with, English law.

This

Global

Note

shall

not

valid

unless

authenticated

the

Agent

and,

the

Final

Terms

indicates that this Global Note is intended to be a NGN (i) which is intended to be held in

a manner

which

would

allow

Eurosystem

eligibility

(ii)

respect

which

effectuation

applicable,

effectuated by the entity

appointed as common safekeeper by the relevant Clearing Systems.

IN WITNESS

whereof the Issuer has caused

this Global Note to be duly

executed on its behalf.

EQUINOR ASA

By:

Authenticated without

recourse, warranty or liability

THE

BANK

NEW

YORK

MELLON, LONDON BRANCH

By:

Effectuated without

recourse,

warranty or liability by

...................................................

as common safekeeper

By:

0010155-0003437 UKO2:

2005996996.8

108

SCHEDULE ONE TO THE

PERMANENT GLOBAL

NOTE

PART 1

INTEREST PAYMENTS

Date

made

Total

amount of interest

payable

Amount of interest

paid

Confirmation of

payment

on behalf of the Issuer

Schedule One should

only be completed where

the Final Terms indicates that this Global

Note is not intended

to be a New

Global Note.

See the most recent

entry in Part 2

or 3 of Schedule One

or in Schedule Two in order

to determine

this amount.

0010155-0003437 UKO2:

2005996996.8

109

PART 2

REDEMPTIONS

Date

made

Total

amount

of principal

payable

Amount of

principal paid

Remaining nominal

amount of

this

Global Note

following such

redemption

Confirmation of

redemption on

behalf of

the

Issuer

See the most recent

entry in Part 2

or 3 of Schedule One

or in Schedule Two in order

to determine

this amount.

0010155-0003437 UKO2:

2005996996.8

110

PART 3

PURCHASES AND CANCELLATIONS

Date

made

Part of nominal amount

of this Global

Note

purchased and

cancelled

Remaining nominal

amount of this

Global Note

following such purchase

and cancellation

Confirmation

purchase

and

cancellation

behalf

of the Issuer

0010155-0003437 UKO2:

2005996996.8

111

SCHEDULE TWO TO THE PERMANENT GLOBAL NOTE

SCHEDULE OF EXCHANGES

AND ISSUES OF FURTHER

NOTES

The following exchanges

or further notes affecting the nominal

amount of this Global Note

have been

made:

Date

made

Nominal amount of

Temporary Global

Note exchanged for

this Global Note or

nominal amount of

further notes issued

Remaining nominal

amount of this Global

Note following such

exchange or further

notes issued

Notation made

behalf of the Issuer

0010155-0003437 UKO2:

2005996996.8

112

Schedule Two should only be

completed where the Final

Terms indicates that this Global Note is

not intended to

be a New

Global Note.

See the most recent entry

in Part 2 or 3 of

Schedule One or in

Schedule Two in order to determine

this amount.

0010155-0003437 UKO2:

2005996996.8

113

PART 3

FORM OF DEFINITIVE

NOTE

(

Face of Note

)

[ANY

UNITED

STATES

PERSON

WHO

HOLDS

THIS

OBLIGATION

WILL

SUBJECT

LIMITATIONS

UNDER

THE

UNITED

STATES

INCOME

TAX

LAWS

INCLUDING

THE

LIMITATIONS

PROVIDED

SECTIONS

165(j)

AND

1287(a)

THE

INTERNAL

REVENUE

CODE.]

(1)

EQUINOR ASA

unconditionally and (subject

to Condition 2(c)) irrevocably

guaranteed by EQUINOR ENERGY AS

[

Specified Currency and Nominal Amount of Tranche

]

EURO MEDIUM TERM

NOTES DUE [

Year of Maturity

]

This

Note

one

duly

authorised

issue

Euro

Medium

Term

Notes

denominated

the

Specified

Currency

maturing

the

Maturity

Date

(the

Notes

)

Equinor

ASA

(the

Issuer

References herein to

the Conditions shall

be to the

Terms

and Conditions of

the Notes

other than

VPS Notes

[endorsed hereon/set

out in

Schedule 1

to the

Agency Agreement

(as defined

below)

which shall be

incorporated by reference

herein and have

effect as

if set out

herein] as completed

the

Final

Terms

(the

Final

Terms

)

(or

the

relevant

provisions

the

Final

Terms)

endorsed

hereon,

but

the

event

any

conflict

between

the

provisions

the

Conditions

and

the

information in the Final Terms, the Final Terms

will prevail.

This

Note

issued

subject

to,

and

with

the

benefit

of,

the

Conditions

and

amended

and

restated

Agency

Agreement (the

Agency Agreement

which expression

shall be

construed

as a

reference to that agreement as the same may be amended,

supplemented or restated from time to

time)

dated

May

2023

and

made

between

[(

inter

alios

)]

the

Issuer,

Equinor

Energy

guarantor, The Bank of New York

Mellon, London Branch (the

Agent

) and the other parties named

therein.

For value

received, the

Issuer,

subject to

and in

accordance with

the Conditions,

promises to

pay

to the

bearer hereof on the

Maturity Date and/or on

such earlier date(s) as

this Note may

become

due and repayable in accordance with

the Conditions, the amount payable under

the Conditions in

respect

this

Note

each

such

date

and

pay

interest

(if

any)

this

Note

calculated

and

payable as provided in the Conditions together with any other

sums payable under the Conditions.

any

provision in

obligation under

this

Note

becomes

invalid, illegal

unenforceable in

any

respect under the law of

any jurisdiction, that will not

affect or impair (i)

the validity,

legality or

enforceability

under

the

law

that

jurisdiction

any

other

provision

obligation

under

this

Note, and

(ii) the

validity,

legality or

enforceability under

the law

of any

other jurisdiction

of that

or any

other

provision in or obligation under this Note.

This Note shall not be

validly issued unless authenticated

by the Agent.

IN WITNESS

whereof the Issuer has caused

this Note to be duly

executed on its behalf.

EQUINOR ASA

0010155-0003437 UKO2:

2005996996.8

114

(1)

This legend can be

deleted if TEFRA C

or TEFRA not applicable

is specified in the

applicable Final Terms.

0010155-0003437 UKO2:

2005996996.8

115

By:

............................................

Authorised Signatory

Authenticated without

recourse,

warranty or liability by

THE BANK OF NEW

YORK MELLON, LONDON

BRANCH

By:

0010155-0003437 UKO2:

2005996996.8

116

(

Reverse of Note

)

Terms and Conditions of the Notes other than

VPS Notes

[

Terms and Conditions of the Notes other than VPS

Notes to be as

set out in Schedule 1 to the Agency Agreement

]

Final Terms

[

Here may be set

out text of Final

Terms relating to the Notes

]

0010155-0003437 UKO2:

2005996996.8

117

PART 4

FORM OF

COUPON

(

Face of Coupon

)

EQUINOR ASA

[

Specified Currency and

Nominal Amount

Tranche

] NOTES DUE [

Year of Maturity

]

Series No. [

]

Part A

[

For Fixed Rate Notes

This Coupon is payable to bearer, separately

Coupon

for negotiable and subject to the Terms and

[

]

Conditions of the Notes other than

VPS Notes of the said Notes.

due

on [

]

20[

]]

Part B

[

For Floating Rate Notes

Coupon for the amount due in accordance with

Coupon

due the Terms

and Conditions of the Notes other than

VPS Notes on the said

Notes on

in [

]

the Interest Payment Date falling

20[

]]

[

] 20[

This Coupon is payable

to bearer,

separately negotiable and subject to

such Terms

and Conditions of the Notes

other than

VPS Notes, under which

it may become

void before its due date.]

ANY

UNITED

STATES

PERSON

WHO

HOLDS

THIS

OBLIGATION

WILL

SUBJECT

LIMITATIONS

UNDER

THE

UNITED

STATES

TAX

LAWS

INCLUDING

THE

LIMITATIONS

PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL

REVENUE CODE.

000000

[ISIN]

000000

0010155-0003437 UKO2:

2005996996.8

118

PART 5

FORM OF

TALON

(

Face of Talon

)

ANY

UNITED

STATES

PERSON

WHO

HOLDS

THIS

OBLIGATION

WILL

SUBJECT

LIMITATIONS

UNDER

THE

UNITED

STATES

INCOME

TAX

LAWS

INCLUDING

THE

LIMITATIONS

PROVIDED

SECTIONS

165(j)

AND

1287(a)

THE

INTERNAL

REVENUE

CODE.

EQUINOR ASA

[

Specified Currency and Nominal Amount of

Tranche

] EURO MEDIUM TERM

NOTES DUE [

Year

of Maturity

]

Series No. [

]

On and after

[

] further Coupons [and

a further Talon]

appertaining to the Note

to which this Talon

appertains will be issued at the specified office of the Agent

or any of the Paying Agents set out on

the reverse hereof (and/or any

other or further Paying Agents and/or

specified offices as may from

time to

time be

duly appointed

and notified

to the

Noteholders) upon

production and

surrender of

this Talon.

This

Talon

may,

certain

circumstances,

become

void

under

the

Terms

and

Conditions

the

Notes other than VPS Notes endorsed on the Notes to which

this Talon

appertains.

EQUINOR ASA

By:

............................................

Authorised Signatory

0010155-0003437 UKO2:

2005996996.8

119

(

Reverse of Coupon and Talon

)

AGENT

The Bank of New

York Mellon, London

Branch 160 Queen Victoria Street

London EC4V

4LA

United Kingdom

PAYING

AGENT

The Bank of New York Mellon SA/NV, Luxembourg Branch

Vertigo Building - Polaris

2-4 rue,

Eugène

Ruppert L-2453

Luxembourg

and/or such other or further Agent and other or further Paying

Agents and/or specified offices as

may from time to time be duly appointed by the Issuer and notice of

which has been given to the

Noteholders.

0010155-0003437 UKO2:

2005996996.8

120

SCHEDULE 3

FORM OF DEED OF COVENANT

THIS DEED OF COVENANT

is made on 13 May 2020 by

EQUINOR ASA

(the

Issuer

) in favour of

the

account holders

specified below

of Clearstream

Banking S.A.,

Euroclear Bank

SA/NV,

and/or

any

other

additional

clearing

system

systems

are

specified

Part

the

Final

Terms

relating to any Note (as defined below) (each a

Clearing System

WHEREAS

(A)

The Issuer has entered into an amended and restated Programme

Agreement (the

Programme Agreement

, which expression includes the

same as it may be further

amended and/or restated and/or supplemented from time

to time) dated 13 May 2020 with

the Dealers named therein under which

the Issuer proposes from time to time to issue

Euro Medium Term

Notes (the

Notes

(B)

The Notes (other than the VPS Notes (as defined in the Programme Agreement))

will

initially be represented by, and comprised in, Temporary

Global Notes (the

Temporary

Global Notes

) and thereafter may be represented by, and comprised in, Permanent Global

Notes (the

Permanent Global Notes

, the Temporary Global Notes and Permanent Global

Notes being herein together

called the

Global Notes

) representing a certain

number of

underlying Notes (the

Underlying Notes

(C)

Each Global Note may, after issue, be deposited with a depositary for one or more Clearing

Systems (each such Clearing System or all such Clearing

Systems together, the

Relevant

Clearing System

). Upon such deposit of a Global Note the Underlying Notes

represented

by such Global Note will be credited to a securities account or securities

accounts with the

Relevant Clearing System.

Any account holder with the Relevant Clearing System which

has Underlying Notes credited to its securities account from time

to time (each a

Relevant

Account Holder

) will, subject to and in accordance with the terms and conditions

and

operating procedures or management regulations of

the Relevant Clearing System,

entitled to transfer such Underlying

Notes and (subject to and upon payment

being made by

the Issuer to the bearer in accordance with the terms of the relevant

Global Note) will be

entitled to receive payments from the Relevant Clearing System

calculated by

reference to

the Underlying Notes credited to its securities account.

(D)

In certain circumstances specified in each Global Note, the bearer of

the Global Note will

have no further rights under the Global Note (but without prejudice

to the rights which any

person may have pursuant to this Deed of Covenant). The time at which

this occurs is

hereinafter referred to as the

Relevant Time

In such circumstances each Relevant

Account Holder will, subject to and in accordance with the terms of

this Deed, acquire

against the Issuer all those rights which such Relevant Account

Holder would have had if,

prior to the Relevant Time, duly executed and authenticated Definitive Note(s) (as defined

in the Agency Agreement (the

Agency Agreement

, which expression includes the same as

it may be further amended and/or restated and/or supplemented

from time to time) dated

13 May 2020) and interest coupons (the

Coupons

) appertaining to the Definitive Note(s) (if

appropriate) had been issued in respect of its Underlying Note(s)

and such Definitive

Notes(s) and Coupons (if appropriate) were held and beneficially

owned by such Relevant

Account Holder.

NOW THIS DEED WITNESSES

AS FOLLOWS

If at any time the bearer of the Global Note ceases to have rights under

it in accordance

with the terms thereof, the Issuer hereby undertakes

and covenants with each Relevant

0010155-0003437 UKO2:

2005996996.8

121

Account Holder (other than when any Relevant Clearing System

is an account holder of

any other Relevant Clearing System)

that

each

Relevant

Account

Holder

shall

automatically

acquire

the

Relevant

Time,

0010155-0003437 UKO2:

2005996996.8

122

without the

need for any

further action on

behalf of any

person, against the

relevant Issuer

all

those

rights

which

such

Relevant

Account

Holder

would

have

had

the

Relevant

Time it

held and beneficially owned duly

executed and authenticated Definitive Note(s) and

Coupons

(if

appropriate)

respect

each

Underlying

Note

represented

such

Global

Note

which

such

Relevant

Account

Holder

has

credited

its

securities

account

with

the

Relevant

Clearing

System

the

Relevant

Time.

The

Issuer's

obligation

pursuant

this

clause

shall

separate

and

independent

obligation

reference

each

Underlying

Note

which

Relevant

Account

Holder

has

credited

its

securities

account

with

the

Relevant

Clearing

System

and

the

Issuer

agrees

that

Relevant

Account

Holder

may

assign its rights hereunder in whole or in part.

The records of the Relevant Clearing System shall be conclusive evidence

of the identity of

the Relevant Account Holders and the number of Underlying Notes

credited to the

securities account of each Relevant Account Holder.

For the purposes hereof a statement

issued by the Relevant Clearing System stating:

(a)

the name of the Relevant

Account Holder to which such

statement is issued; and

(b)

the aggregate nominal amount of Underlying Notes

credited to the securities

account of such Relevant Account Holder as at the opening

of business on the first

day following the Relevant Time on which the Relevant Clearing System is open for

business,

shall be conclusive evidence

of the records of the

Relevant Clearing System at the

Relevant

Time.

In the event of a dispute, the determination of the Relevant Time by the Relevant Clearing

System

(in the absence of manifest error) shall be final and conclusive

for all purposes in

connection with

the Relevant Account Holders with securities accounts with the

Relevant

Clearing System.

The Issuer undertakes in favour of each Relevant Account Holder

that, in relation to any

payment to be made by it under this Deed, it will comply with the

provisions of Condition 6

to the extent that they apply to any payments in respect of Underlying

Notes as if those

provisions had been set out in full in this Deed.

The Issuer agrees to pay any stamp and other similar duties and

taxes, including interest

and penalties, payable on or in connection with the execution of this

Deed and any action

taken by any Relevant Account Holder to enforce the provisions of

this Deed.

The Issuer hereby warrants, represents and covenants with each Relevant

Account Holder

that it has all corporate power, and has taken all necessary corporate or other steps, to

enable it to execute, deliver and perform this Deed, and that this Deed

constitutes a legal,

valid and binding obligation of the Issuer enforceable in accordance

with its terms subject

to the laws of bankruptcy and other laws affecting the rights of creditors

generally.

This Deed shall take effect as a Deed Poll for the benefit of the Relevant Account

Holders

from time to time and for the time being.

This Deed shall be deposited with and held by the

depositary or common safekeeper, as the case may be, for the Relevant Clearing System

(being at the date hereof The Bank of New York Mellon at One Canada Square, London

E14 5AL) until all the obligations of the Issuer hereunder have been discharged

in full.

The Issuer hereby acknowledges the right of every Relevant Account

Holder to the

production of, and the right of every Relevant Account Holder to

obtain (upon payment of a

reasonable charge) a copy of, this Deed, and further acknowledges

and covenants that the

obligations binding upon it contained herein are owed to, and shall

be for the account of,

0010155-0003437 UKO2:

2005996996.8

123

each and every Relevant Account Holder, and that each Relevant Account Holder shall be

entitled severally to enforce the said obligations against the

Issuer.

0010155-0003437 UKO2:

2005996996.8

124

If any provision in or obligation under this Deed is or becomes invalid,

illegal or

unenforceable in any respect under the law of any jurisdiction,

that will not affect or impair

(i) the validity, legality or enforceability under the law of that jurisdiction of any other

provision in or obligation under this Deed, and (ii) the validity, legality or enforceability

under the law of any other jurisdiction of that or any other provision in or

obligation under

this Deed.

10.

This Deed and any non-contractual obligations arising out of or

in connection with it are

governed by, and shall be construed in accordance with, English law.

The courts of

England are to have

jurisdiction to settle any

disputes which may arise

out of

connection

with

this

Agreement

(including

dispute

relating

any

non-contractual

obligations

arising

out

connection

with

this

Agreement)

and

accordingly any

legal

action

proceedings

arising

out

connection

with

this

Agreement

(

Proceedings

)

may

brought

such

courts.

The

Issuer

irrevocably

submits

the

jurisdiction

such

courts and

waives any

objection to

Proceedings in any

such courts

whether on the

ground

venue

the

ground

that

the

Proceedings

have

been

brought

inconvenient

forum.

This

submission

made

for

the

benefit

each

the

Relevant

Account

Holders

and, to

the extent

allowed by applicable

law,

shall not limit

the right or

any of them

to take

Proceedings in any other court of

competent jurisdiction nor shall the taking of

Proceedings

one

jurisdictions

preclude

the

taking

Proceedings

any

other

jurisdiction

(whether concurrently or not).

The

Issuer

irrevocably appoints

Equinor

Limited (whose

offices

are

the

date

this

Agreement at One Kingdom Street, Paddington Central,

London W2 6BD) as its authorised

agent

for

service

process

England.

for

any

reason

such

agent

shall

cease

such

agent

for

service

process,

the

Issuer

shall

forthwith,

request

the

Agent,

appoint a

new agent

for service

of process

in England

and deliver

the Agent

a copy

the new agent's acceptance of that

appointment within 30 days.

Nothing in this Agreement

shall affect the right to serve process in any other manner permitted by law.

WITNESS

whereof

the

Issuer

has

caused

this

Deed

duly

executed

the

day and

year

first

above mentioned.

EXECUTED

as a

DEED

)

by EQUINOR ASA and signed

and

)

delivered as a deed on its

)

behalf by

)

an authorised representative of

the company

)

0010155-0003437 UKO2:

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125

SCHEDULE 4

PROVISIONS FOR MEETINGS

OF NOTEHOLDERS

used

this

Schedule

the

following

expressions

shall

have

the

following

meanings

unless

the context otherwise requires:

(a)

voting certificate

shall mean an English language certificate issued by a Paying

Agent and dated in which it is stated:

(i)

that on the date thereof Notes (not being Notes in respect of

which a block

voting instruction has been issued and is outstanding in respect of

the

meeting specified in such voting certificate and any adjourned

such meeting)

bearing specified serial numbers were deposited with such Paying

Agent or

(to the satisfaction of such Paying Agent) were held to its order

or under its

control and that no such Notes will cease to be so deposited or

held until the

first to occur of:

(A)

the conclusion of the meeting specified in such certificate or, if

applicable, any adjourned such meeting; and

(B)

the surrender of the certificate to the Paying Agent who issued the

same;

and

(ii)

that the bearer thereof is entitled to attend and vote at such

meeting and any

adjourned such meeting in respect of the Notes represented by

such

certificate;

(b)

block

voting

instruction

shall

mean

English

language

document

issued

Paying Agent and dated in which:

(i)

it is certified that Notes (not being Notes in respect of which a voting

certificate has been issued and is outstanding in respect of

the meeting

specified in such block voting instruction and any adjourned such

meeting)

have been deposited with such Paying Agent or (to the satisfaction of

such

Paying Agent) were held to its order or under its control and that no

such

Notes will cease to be so deposited or held until the first to

occur of:

(A)

the conclusion of the meeting specified in such document or, if

applicable, any adjourned such meeting; and

(B)

the surrender to the Paying Agent not less than 48 hours before

the

time for which such meeting or any adjourned such meeting is

convened of the receipt issued by such Paying Agent in respect

each such deposited Note which is to be released or (as the case

may require) the Note or Notes ceasing with the agreement of

the

Paying Agent to be held to its order or under its control and the

giving

of notice by the Paying Agent to the Issuer in accordance with

paragraph 17 hereof of the necessary amendment to the block

voting

instruction;

(ii)

it is certified that each holder of such Notes has instructed such Paying

Agent that the vote(s) attributable to the Note or Notes so deposited

or held

should be cast in a particular way in relation to the resolution

or resolutions

to be put to such meeting

or any adjourned such meeting and that all such

0010155-0003437 UKO2:

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126

instructions are during the period commencing

48 hours

prior

the

time

for

which

such

meeting

any

adjourned

0010155-0003437 UKO2:

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127

such

meeting

convened

and

ending

the

conclusion

adjournment

thereof neither revocable nor capable of amendment;

(iii)

the total number and the serial numbers of the Notes so deposited or

held

are listed distinguishing with regard to each such

resolution between those

in respect of which instructions have been given as

aforesaid that the votes

attributable thereto should be cast in

favour of the resolution and those in

respect of which instructions have been so given that the votes

attributable

thereto should be cast against the resolution; and

(iv)

one or more persons named in such document (each hereinafter

called a

proxy

) is or are authorised and instructed by such Paying Agent to

cast the

votes attributable to the Notes so listed in accordance with

the instructions

referred to in paragraph (iii) above as set out in such document.

The

holder

any

voting

certificate

the

proxies

named

any

block

voting

instruction

shall

for

all

purposes

connection

with

the

relevant

meeting

adjourned meeting of Noteholders be deemed to be the holder of the Notes to which

such voting

certificate or

block voting

instruction relates

and the

Paying Agent

with

which such Notes have been

deposited or the person holding

the same to the order

or under the control of such Paying Agent shall be deemed for

such purposes not to

be the holder of those Notes.

(c)

References herein to the

Notes

are to the Notes in respect of which the relevant

meeting is convened.

The Issuer may at any time and, upon a requisition in writing of

Noteholders holding not

less than

10 per cent. in nominal amount of the Notes

for the time being outstanding, shall

convene a meeting of the Noteholders and if the Issuer makes default

for a period of seven

days in convening such a meeting the same may be convened by

the requisitionists.

Whenever the Issuer is about to convene any such meeting it shall

forthwith give notice in

writing to the Agent and the Dealers of the day, time and place thereof (which need not be

a physical place and instead may be by way of conference

call, including by use of a

videoconference platform) and of the nature of the business

to be transacted thereat.

Every such meeting shall be held at such time and place as

the Agent may approve.

At least 21 days' notice (exclusive of the day on which the notice is given

and the day on

which the meeting is held) specifying the place, day and hour of

meeting shall be given to

the Noteholders

prior to any meeting of the Noteholders in the manner provided

Condition 12.

Such notice shall state generally the nature of the business

to be transacted

at the meeting thereby convened but

(except for an Extraordinary Resolution) it shall not

be necessary to specify in such notice the terms of any resolution

to be proposed.

Such

notice shall include a statement to the effect that Notes may be deposited

with Paying

Agents for the purpose of obtaining voting certificates or appointing

proxies not less than 24

hours before the time fixed for the meeting or that, in the case

of corporations, they may

appoint representatives by resolution of their directors or other governing

body.

A copy of

the notice shall be sent by post to the Issuer (unless the

meeting is convened by the

Issuer).

Some person (who may but need not be a Noteholder) nominated in

writing by the Issuer

shall be entitled to take the chair at every such meeting but if no such

nomination is made

or if at any

meeting the person nominated shall not be present

within fifteen minutes after

the time appointed for holding the meeting the Noteholders

present shall choose one of

their number to be Chair.

At any such meeting one or more persons present holding Notes or

voting certificates or

0010155-0003437 UKO2:

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128

being proxies and holding or representing in the aggregate not

less than 20 per cent. in

nominal amount of the Notes

for the

time being

outstanding shall

(except for

the purpose

passing an

Extraordinary

0010155-0003437 UKO2:

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129

Resolution) form a

quorum for the

transaction of business

and no business

(other than the

choosing

Chair)

shall

transacted

any

meeting

unless

the

requisite

quorum

present at

the commencement

of business.

The quorum

at any

such meeting

for passing

Extraordinary

Resolution

shall

(subject

provided

below)

one

persons

present holding Notes

or voting

certificates or

being proxies and

holding or

representing in

the

aggregate

clear

majority

nominal

amount

the

Notes

for

the

time

being

outstanding

PROVIDED

THAT

any

meeting

the

business

which

includes

any

the

following matters (each

of which

shall only

be capable of

being

effected after

having been

approved by Extraordinary Resolution) namely:

(a)

modification of the Maturity Date of the Notes or reduction or cancellation

of the

nominal amount payable upon maturity; or

(b)

reduction or cancellation of the amount payable or modification

of the payment date

in respect of any interest in respect of the Notes or variation of

the method of

calculating the rate of interest in respect of the Notes; or

(c)

reduction of any Minimum Interest Rate and/or Maximum Interest Rate

specified in

the applicable Final Terms of any Note; or

(d)

modification of the currency in which payments under the Notes and/or

Coupons

appertaining thereto are to be made; or

(e)

modification of the

majority required to pass

an Extraordinary Resolution;

(f)

the sanctioning of any

such scheme or proposal as

is described in paragraph 18(f)

below; or

(g)

alteration of this proviso or

the proviso to paragraph 6

below;

the

quorum

shall

one

persons

present

holding

Notes

voting

certificates

being

proxies

and

holding

representing

the

aggregate

not

less

than

per

cent.

nominal amount

of the

Notes for

the time

being outstanding.

An Extraordinary

Resolution

passed

any

meeting

the

holders

Notes

will

binding

all

holders

Notes,

whether or not they are

present at the meeting, and

on all holders of Coupons appertaining

to such Notes.

If within fifteen minutes after the time appointed for any such meeting

a quorum is not

present the meeting shall if convened upon

the requisition of Noteholders be dissolved. In

any other case it shall stand adjourned to the

same day in the next week (or if such day is a

public holiday the next succeeding business day) at the same

time and place (except in the

case of a meeting at which an Extraordinary Resolution is to be proposed

in which case it

shall stand adjourned for such period being not less than 14 days nor

more than 42 days,

and at such place as may be appointed by the Chair and approved by

the Agent) and at

such adjourned meeting one or more persons present holding Notes

or voting certificates or

being proxies (whatever the nominal amount of the Notes so held

or represented by them)

shall (subject as provided below) form a quorum and shall (subject

as provided below) have

power to pass any Extraordinary Resolution or other resolution and

to decide upon all

matters which could properly have been dealt with at the meeting

from which the

adjournment took place had the requisite quorum been present

PROVIDED THAT at any

adjourned meeting the business of which includes any of the matters

specified in the

proviso to paragraph 5 above the quorum shall be one or more

persons present holding

Notes or voting certificates or being proxies and holding

or representing in the aggregate

not less than a clear majority in nominal amount

of the Notes for the time being

outstanding.

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130

Notice of any adjourned meeting at which an Extraordinary Resolution

is to be submitted

shall be given in the same manner as notice of an original meeting

but as if 10 were

substituted for 21 in paragraph 3

above

and such

notice

shall (except

in cases

where the

proviso

paragraph

6 above

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131

shall apply when it

shall state the

relevant quorum) state that

one or more persons

present

holding Notes or

voting certificates or being

proxies at the

adjourned meeting whatever the

nominal amount

of the

Notes held

or represented

by them

will form

a quorum.

Subject as

aforesaid it shall not be necessary to give any notice of an adjourned

meeting.

Except whilst the Notes are in global form and only one proxy is

attending the meeting,

every question submitted to a meeting shall be decided in the first instance

by a show of

hands.

In case of equality of votes the Chair shall both on a show of

hands and on a poll

have a casting vote in

addition to the vote or

votes (if any) to which they

may be entitled as

a Noteholder or as a holder of a voting

certificate or as a proxy.

At any meeting, unless the Notes are in global form and

only one proxy is attending the

meeting or a poll is (before or on the declaration of

the result of the show of hands)

demanded by the Chair or the Issuer or by one or more persons

present holding Notes or

voting certificates or being proxies (whatever the nominal amount

of the Notes so held by

them), a declaration by the Chair that a resolution has been

carried or carried by a

particular majority or lost or not carried by a particular majority shall be

conclusive evidence

of the fact without proof of the number or proportion of the votes

recorded in favour of or

against such resolution.

10.

Subject to paragraph 12 below, if at any such meeting a poll is so demanded it shall be

taken in such manner and subject as hereinafter

provided either at once or

after an

adjournment as the Chair directs and the result of

such poll shall be deemed to be the

resolution of the meeting at which the poll was demanded as at

the date of the taking of the

poll.

The demand for a poll shall not prevent the continuance

of the meeting for the

transaction of any business other than the motion on which the

poll has been demanded.

11.

The Chair may with the consent of

(and shall if directed by) any

such meeting adjourn the

same from time to time and from place to place but no

business shall be transacted at any

adjourned meeting except business which might lawfully (but for lack

of required quorum)

have been transacted at the meeting from which the adjournment

took place.

12.

Any poll demanded at any such meeting on the election of a Chair

or on any question of

adjournment shall be taken at the meeting without adjournment.

13.

Any director or officer of the Issuer and its lawyers may attend and speak

at any meeting.

Save as aforesaid, but without prejudice to the proviso to the definition

outstanding

subclause 1.2 of this Agreement, no person shall be entitled

to attend and speak nor shall

any person be entitled to vote at any meeting of the Noteholders

or join with others in

requisitioning the convening of such a meeting unless they either

produce the Note or

Notes of which they are the holder or a voting certificate or is a proxy.

Neither the Issuer

nor any of its Subsidiaries shall be entitled to vote at any meeting

in respect of Notes held

by it for the benefit of any such company and no other person shall be entitled

to vote at

any meeting in respect of Notes held by it for the benefit of any such

company. Nothing

herein contained shall prevent any of the proxies named in any block

voting instruction

from being a director, officer or representative of or otherwise connected with the Issuer.

14.

Subject as provided in paragraph

13 hereof at any meeting:

(a)

show of

hands

every person

who is

present

person and

produces a

Note

voting certificate or is a proxy shall have one vote; and

(b)

on a poll every person who

is so present shall have one vote

in respect of:

(i)

in the case of a meeting of the holders of Notes all of which are

denominated in a

single currency, each minimum integral amount of such

0010155-0003437 UKO2:

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132

currency; and

0010155-0003437 UKO2:

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133

(ii)

in the case of a meeting of the holders of Notes denominated in more

than

one currency, each €1.00 or,

in the case of a Note denominated in a

currency other than euro, the equivalent of €1.00 in such currency at

the

Agent's spot buying rate for the relevant currency against euro at

or about

11.00 a.m. (London time) on the date of publication of the notice of the

relevant meeting (or of the original meeting of

which such meeting is an

adjournment),

such

other

amount

the

Agent

shall

its

absolute

discretion

stipulate

nominal

amount

Notes

produced

represented

the

voting

certificate

produced or in respect of which they are a proxy.

Without prejudice to the obligations of the proxies named in any block voting instruction any

person

entitled to

more than

one vote

need

not use

all

their

votes or

cast

all the

votes to

which they are entitled in the same way.

15.

The proxies named in any

block voting instruction need

not be Noteholders.

16.

Each block voting instruction together (if so requested by the

Issuer) with proof satisfactory

to the Issuer of its due execution on behalf of the relevant Paying Agent

shall be deposited

at such place as the Agent shall approve not less than 24 hours

before the time appointed

for holding the meeting or adjourned meeting at which the proxies named

in the block

voting instruction propose to vote and in default the block voting instruction

shall not be

treated as valid unless the Chair of the meeting decides otherwise

before such meeting or

adjourned meeting proceeds to business.

A certified copy of each block voting instruction

shall be deposited with the Agent before the commencement

of the meeting or adjourned

meeting but the Agent shall not thereby be obliged to investigate

or be concerned with the

validity of or the authority of the proxies named in any such block voting

instruction.

17.

Any vote given in accordance with the terms of a block voting instruction

shall be valid

notwithstanding the previous revocation or amendment of the block

voting instruction or of

any of the Noteholders' instructions pursuant to which it was executed

PROVIDED THAT

no intimation in writing of such revocation or amendment shall

have been received from the

relevant Paying Agent

by the Issuer at its registered office (or such other

place as may

have been approved by the Agent for the purpose) by the

time being 24 hours before the

time appointed for holding the meeting or adjourned meeting at which

the block voting

instruction is to be used.

18.

A meeting of the Noteholders shall in addition to the powers hereinbefore

given have the

following powers exercisable by Extraordinary Resolution (subject

to the provisions relating

to quorum contained in paragraphs 5 and 6 above) only, namely:

(a)

power to sanction any compromise or arrangement proposed

to be made between

the Issuer and the Noteholders and Couponholders or any of

them;

(b)

power to sanction any abrogation, modification, compromise or arrangement

respect of

the rights of the Noteholders and Couponholders against the Issuer or

against any of its property whether such rights shall arise under

this Agreement, the

Notes or the Coupons or otherwise;

(c)

power to assent to any modification of the provisions contained in

this Agreement or

the Conditions, the Notes, the Coupons or the Deed of Covenant

which shall be

proposed by the Issuer;

(d)

power to give any authority or sanction which under the provisions

of this

Agreement or the Notes is required to be given by Extraordinary

Resolution;

0010155-0003437 UKO2:

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134

(e)

power to appoint any persons (whether Noteholders or not) as a

committee or

committees to represent the interests of the Noteholders and

to confer upon such

committee or committees any powers or discretions which the Noteholders

could

themselves exercise by

Extraordinary Resolution;

(f)

power to sanction any scheme or proposal for the exchange or

sale of the Notes for,

or the conversion of the Notes into or the cancellation of the Notes

in consideration

of, shares, stock, notes, bonds, debentures, debenture stock and/or

other

obligations and/or securities of the Issuer or any other company

formed or to be

formed, or for or into or in consideration of cash, or partly for or into

or in

consideration of such shares, stock, notes, bonds, debentures, debenture

stock

and/or other obligations and/or securities as aforesaid and partly

for or into or in

consideration of cash; and

(g)

power to approve the substitution of any entity in place of (i) the Issuer

(or any

previous substitute) as the principal debtor in respect of the Notes and

the

Coupons.

19.

Any resolution (i) passed at a meeting of the Noteholders duly convened

and held; (ii)

passed as a resolution in writing or (iii) passed by way of electronic

consents given by

Noteholders through the relevant clearing system(s), in accordance

with the provision

hereof shall be binding upon all the Noteholders whether present

or not present at such

meeting referred to in (i) above and whether or not voting and

upon all Couponholders and

each of them shall be bound to give effect thereto accordingly and the passing

of any such

resolution shall be conclusive evidence that the circumstances

justify the passing thereof.

Notice of the result of the voting on any resolution duly considered

by the Noteholders shall

be published in accordance with Condition 12 by the Issuer within

14 days of such result

being known PROVIDED THAT the non-publication of such notice shall not invalidate such

resolution.

20.

The expression

Extraordinary Resolution

when used

in this

Agreement or

the Conditions

means

(a)

resolution

passed

meeting

the

Noteholders

duly

convened

and

held

accordance with the provisions herein contained by a majority consisting of not less than 75

per cent. of the

persons voting thereat upon a show

of hands or if

a poll be duly demanded

then by a majority consisting of not less than 75

per cent. of the votes given on such poll

(b) a resolution in writing signed by

on behalf of the holders of not

less than 75 per cent.

in nominal

amount

of the

Notes for

the time

being outstanding,

which resolution

in writing

may be contained in

one document or

in several documents in

similar form each signed

behalf

one

the

Noteholders or

(c)

consent

given

way

electronic

consents through the

relevant clearing system(s)

(in a form

satisfactory to the

Agent) by or

on behalf of the holders of not less than 75 per cent. in nominal amount of the Notes for the

time being outstanding.

21.

Minutes of all resolutions and proceedings at

every such meeting as aforesaid

shall be

made and duly entered in books to be from time to time provided

for that purpose by the

Issuer and any such Minutes as aforesaid if purporting

to be signed by the Chair of the

meeting at which such resolutions were passed or proceedings

had shall be conclusive

evidence of the matters therein contained and until the contrary is

proved every such

meeting in respect of the proceedings of which Minutes have been

made shall be deemed

to have been duly held and convened and all resolutions passed

or proceedings had

thereat to have been duly passed or had.

22.

Subject to all other provisions contained herein the Agent

may without the consent of the

Issuer, the Noteholders or the Couponholders prescribe such further regulations regarding

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135

the requisitioning and/or

the holding of meetings of Noteholders

and attendance and voting

thereat as the Agent may in its sole discretion think

fit (including, without limitation, the

holding of meetings by conference call, including

by use of a videoconference platform).

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SCHEDULE 5

FORM OF PUT NOTICE

for Notes in definitive

form

EQUINOR ASA

[

title of relevant Series

of Notes

]

By depositing this duly completed

Notice with any Paying Agent for

the above Series of Notes

(the

Notes

)

the

undersigned holder

such

Notes surrendered

with this

Notice and

referred to

below

irrevocably exercises its option to have

such Notes redeemed in accordance with Condition 5(

) on

[redemption date].

This Notice relates to Notes in

the aggregate nominal

amount of

.............. bearing the following serial numbers:

................................................................

If the

Notes referred

to above

are to

be returned

(1) to

the

undersigned under

subclause 10.4

the Agency Agreement, they should be returned by post to:

.........................

Payment Instructions

Please make

payment

in respect

of the

above-mentioned Notes

by [cheque

posted to

the

above

address/transfer to the following bank account] (2):

Bank:

................................

Branch Address:

................................

Branch Code:

................................

Account Number:

................................

Signature of holder:

................................

Duly authorised on behalf of [

]

[To

be completed by

recipient Paying

Agent]

Details of missing unmatured

Coupons

....................

(3)

Received by:

.........................

0010155-0003437 UKO2:

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137

[Signature and stamp of

Paying Agent]

At its office at:

.................................

On:

......................................

Notes

(1)

The Agency Agreement provides that Notes so returned will

be sent by post, uninsured and

at the

risk of the Noteholder, unless the Noteholder otherwise

requests and pays the costs

of such insurance to the relevant Paying Agent at

the time of depositing the Note referred

to above.

(2)

Delete as applicable.

(3)

Only relevant for Fixed

Rate Notes in definitive

form.

N.B.

The

Paying

Agent

with

whom

the

above-mentioned

Notes

are

deposited

will

not

any

circumstances

liable

the

depositing

Noteholder

any

other

person

for

any

loss

damage

arising

from

any

act,

default

omission

such

Paying

Agent

relation

the

said Notes

or any

of them

unless such

loss or

damage was

caused by

the fraud

or gross

negligence of such Paying Agent or its directors, officers or employees.

This

Put

Notice

not

valid

unless

all

the

paragraphs

requiring

completion

are

duly

completed.

Once

validly

given

this

Put

Notice

irrevocable

except

the

circumstances

set

out

in subclause 10.4 of the Agency Agreement.

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138

SCHEDULE 6

FORM OF

DEED POLL

This Deed

Poll is made

on [

] by

[

name of existing

issuer

] as

existing issuer (in

its capacity as

existing issuer

the

Notes

(as

defined

below),

the

Existing

Issuer

company

incorporated

[

[and] [

name

Substitute

]

the

substitute

the

Existing

Issuer

(the

Substitute

company

incorporated

[

]

[and

Equinor ASA

[and

Equinor Energy

AS] as

guarantor[s] (in

[its][their]

capacity

guarantor[s],

the

Guarantor[s]

company][companies]

incorporated

The Kingdom of Norway].

(A)

The Existing Issuer has entered into a Programme Agreement

dated 11 May 2023 (the

Programme Agreement

which expression includes the same as it may be amended,

supplemented or restated from time to time) with the Dealers named therein

under which

the Existing Issuer has issued and

has outstanding Euro Medium Term Notes (

Notes

(B)

The Notes have been issued subject to and have the benefit of an

Agency Agreement

dated 11 May 2023 (the

Agency Agreement

which expression includes the same as it may

be amended, supplemented or restated from time to time) and entered

into between,

inter

alios

, the Existing

Issuer, The Bank of New York

Mellon, London Branch as Agent (the

Agent

which expression shall include its successor or successors

for the time being under

the Agency Agreement) and the other parties named therein.

(C)

The Existing Issuer has executed a Deed of Covenant dated 13 May

2020 (the

Deed of

Covenant

, which expression includes the same as it may be amended, supplemented

restated from time to time) relating to Global Notes (as defined

in the Agency Agreement)

issued by the Existing Issuer pursuant to the Programme Agreement.

(D)

It has been proposed that in respect of the Notes there will

be a substitution of the

Substitute for the Existing Issuer as the issuer of the Notes.

Expressions defined in the

Agency Agreement have the same meaning in this Deed unless

the context requires

otherwise.

(E)

References herein to

Notes

include any

Underlying Notes

(as defined in the Deed of

Covenant). References herein to

Coupons

are to Coupons relating to the Notes.

References herein to

Holder

means any Noteholder, Couponholder or, in relation to any

Underlying Notes, any Relevant Account Holder.

THIS DEED WITNESSES

as follows:

The Substitute agrees that, with effect from and including the first date on

which notice has

been given by the Existing Issuer pursuant to Condition 14 and

all the other requirements of

such Condition have been met (the

Effective Date

), it shall be deemed to be

the Issuer

for

all purposes in respect of the Notes and any Coupons

and accordingly it shall be entitled to

all

the rights, and

subject to all the liabilities, on the part of the Existing Issuer

contained in

them.

With effect from and including

the Effective Date:

(a)

the

Existing

Issuer

shall

released

from

all

its

liabilities, in

its

capacity as

issuer

the Notes, contained in the Notes and any Coupons; and

(b)

the Terms and Conditions of the Notes (the

Conditions

) shall be amended as

follows:

(i)

all references to

the Kingdom of Norway

[(or, as the case may be, the

0010155-0003437 UKO2:

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139

jurisdiction of

incorporation

residence

for

tax

purposes

the

preceding

substituted

0010155-0003437 UKO2:

2005996996.8

140

company)] in Condition 5(b)

shall, in respect of

payments to be made

by the

Substitute

(but

not

respect

payments

made

[[(A)]

the

New

Guarantor

(as

defined

below)

][[or

(B)]

the

Guarantor[s])]

under

this

Deed

Poll), be replaced

by references to

jurisdiction of a

country of residence

the Substitute for tax purposes and/or, if different, of its incorporation

]"; and

(ii)

all references to

the Kingdom of Norway

[(or, as the case may be, the

jurisdiction of incorporation or residence for tax purposes of the

preceding

substituted company)] in Condition 6 shall, in respect of payments

to be

made by the Substitute (but not in respect of payments to be

made by [[(A)]

the New Guarantor (as defined below) ][[or (B)] the Guarantor[s])]

under this

Deed Poll), be replaced by references to "[

jurisdiction of a country of

residence of the Substitute for tax purposes and/or,

if different, of its

incorporation

]".

(a)

The [Existing Issuer (in such capacity, the

New Guarantor

)[ and the] Guarantor[s][,

subject (in the case of Equinor Energy AS) to Condition [2(c)]

(

Termination of the

Guarantee

) and clause 3(g) below,] unconditionally and irrevocably guarantee[s] [on

a joint and several basis] that, if for any reason the Substitute does not

pay any sum

payable by it under any Note or Coupon (whether or not attached

to it) or this Deed

on the date specified for such payment (whether on the normal

due date, on

acceleration or otherwise), [the New

Guarantor ][or] the Guarantor[s] will pay that

sum in the currency in which it is payable under such Note

to the

Holder on

that

date on

demand to

[either][ the

New Guarantor

at [

]][ or

]the Guarantor[s] at [

]].

(b)

As between [the New Guarantor][, ][the Guarantor[s]]

and each Holder but without

effecting the Substitute's obligations, [each of][ the New Guarantor ][and

][the

Guarantor[s]] will be [jointly and severally] liable under this Deed as

if it were the

sole principal debtor and not merely a surety.

Accordingly, [each of][ the New

Guarantor][and][ the Guarantor[s]] will

not be discharged, nor will its liability be

affected, by anything which would not discharge it or affect is liability if it were

the

sole principal debtor (including (i) any time, indulgence, concession,

waiver or

consent at any time given to the Substitute or any other person, (ii)

any amendment

or supplement to any of the Conditions or to this Deed or to any security

or other

guarantee or indemnity, (iii) the making or absence of any demand on the Substitute

or any other person for payment, (iv) the enforcement or absence

of enforcement of

any Note

or any Coupon or this Deed or of any security or other

guarantee or

indemnity, (v) the

taking, existence or release of any security, guarantee or

indemnity, (vi) the winding-up, dissolution, amalgamation, reconstruction or

reorganisation of the Substitute or any other person or (vii)

the illegality, invalidity or

unenforceability of or any defect in any provision of any Note

or any Coupon or this

Deed or any of the Substitute's obligations under any of them).

(c)

The [New Guarantor's ][and, subject (in the case of Equinor

Energy AS) to

Condition [2(c)] (

Termination of Guarantee

) and clause 3(g) below, the

Guarantor[s]'[s] respective] obligations under this Deed are and will

remain in full

force and effect by way of continuing security until no sum remains payable

under

the Notes or any Coupons or this Deed. Furthermore, these

obligations of [each of][

the New Guarantor ][and ][the Guarantor[s]] are additional

to, and not instead of,

any security or other guarantee or indemnity at any time existing

in favour of any

person, whether from [the New Guarantor][, ][the Guarantor[s]] or otherwise,

and

may be enforced without first having recourse to the Substitute, any

other person,

any security or any other guarantee or indemnity.

[The][Each of the][ New

Guarantor ][and][ the Guarantor[s]] irrevocably waive[s] all notices and

demands

0010155-0003437 UKO2:

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141

whatsoever.

0010155-0003437 UKO2:

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142

(d)

So long as any sum remains payable under any Note or any

Coupon or this Deed

no right of the [New Guarantor ][or ][the Guarantor[s]], by reason of

the performance

of any of [its][their] obligations under this Deed, to be indemnified

by the Substitute

or to take the benefit of or enforce any security or other guarantee

or indemnity shall

be exercised or enforced.

(e)

[The][Each of the][ New Guarantor ][and the] Guarantor[s]]

shall on demand [jointly

and severally] indemnify the relevant Holder against any

cost, loss, expense or

liability sustained or incurred by it (other than value added

tax or similar tax to the

extent recoverable by the relevant Holder) as a result of it

being required for any

reason (including any bankruptcy, insolvency, winding-up, dissolution, or similar law

of any jurisdiction) to refund all or part

of any amount received or recovered by it in

respect of any sum payable by the Substitute under any

relevant

Note

Coupon

this

Deed

and

[each

][the

New

Guarantor

][and

][the Guarantor[s]] shall in

any event pay

to it on

demand the amount

as refunded by

it.

(f)

separate,

independent

and

alternative

stipulations,

[each

][the

New

Guarantor

][and

][the

Guarantor[s]]

unconditionally

and

irrevocably

agrees[,

joint

and

several

basis]: (i)

that any

sum which,

although expressed

be payable

by the

Substitute

under any

Note or

any Coupon or

this Deed, is

for any

reason (whether or

not now

existing

and

whether

or not

now

known

becoming known

to the

Substitute, [the

New

Guarantor][

the

Guarantor[s]]

any

Noteholder

Couponholder)

not

recoverable from [either [of ]][the

New Guarantor ][or

][the

Guarantor[s]]

the

basis

guarantee

shall

nevertheless

recoverable

from

were

the

sole

principal

debtor

and

shall

paid

the

relevant

Holder on demand

and

(ii) as

a primary

obligation to

indemnify each

Holder against

any loss

suffered by

as a result of any sum expressed to

be payable by the Substitute under any Note or

any Coupon

or this

Deed not

being paid

by the

time, on

the date

and otherwise

the manner

specified therein or

any payment obligation

of the

Substitute under any

Note or any Coupon or this Deed being or becoming

void, voidable or unenforceable

for

any

reason

(whether

not

now

existing

and

whether

not

now

known

becoming

known

the

Substitute,

[the

New

Guarantor][,

the

Guarantor[s]]

any

Noteholder or

Couponholder), the

amount of

that loss

being the

amount expressed

to be payable by the Substitute in respect of the relevant sum.

(g)

[The release of Equinor Energy AS in accordance with Condition

2(c) (

Termination

of Guarantee

) from its obligations under this Deed Poll will take effect automatically

unconditionally, without prejudice to any obligations which may have accrued prior

to that time, without the need for any further act or thing to be done.]

All payments made by [either [of ]][the New Guarantor ][or ][the Guarantor[s]]

under this

Deed

shall be made free and clear of, and without withholding or deduction

for, any taxes,

duties, assessments or governmental charges (

Taxes

) of whatever nature imposed, levied,

collected, withheld or assessed by or within the Kingdom of Norway

or any authority therein

or thereof having power to tax, unless such withholding

or deduction is required by law.

that event [either [of]][the New Guarantor ][or ][the Guarantor[s]] shall

pay such additional

amounts as will result in receipt by the Noteholders and Couponholders of

such amounts as

would have been received by them had no such withholding

or deduction been required,

except that no such additional amounts shall be

payable in respect of any Note or Coupon:

(a)

to, or to a third party on behalf of, a Holder who presented the

relevant Note or

Coupon for payment in the Kingdom of Norway;

0010155-0003437 UKO2:

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143

(b)

to, or to a third party on behalf of, a Holder who is liable (or where

the beneficial

owner is liable) to such Taxes by reason of the Holder having some connection with

the Kingdom of Norway other than the mere holding of the Note

or Coupon;

0010155-0003437 UKO2:

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144

(c)

to, or to a third party on behalf of, a Holder who presented the

relevant Note or

Coupon for payment more than 30 days after the Relevant Date

(as defined in the

Conditions) except to the extent that such Holder would have been entitled

to such

additional amounts on presenting the same for payment on such

thirtieth day;

(d)

on account of any Taxes that are payable pursuant to the Norwegian Tax

Act

section 10-80 on payments to related companies or undertakings

(as such term is

defined in the Norwegian Tax Act section 10-82) tax resident in a low-tax jurisdiction

(as such term is defined in the Norwegian Tax Act section 10-63); or

(e)

as a result of any FATCA Withholding (as defined in the Agency

Agreement).

The Conditions shall apply, where the context so admits, with any necessary consequential

modifications, to [the New Guarantor ][, ][the Guarantor[s]] and

to [its][their respective]

obligations under this Deed.

For the avoidance of doubt:

(a)

in Condition 2(b) (

Status of Guarantee

) the payment obligations shall include those

of [the New Guarantor ][and ][the Guarantor[s]] under this Deed;

(b)

[Condition 2(c) (

Termination of Guarantee

) shall apply,

mutatis mutandis

, to the

obligations of Equinor Energy AS (but not, for the avoidance of

doubt, the

[New][other] Guarantor) under clause 3 of this Deed;]

(c)

in Condition 5(b) (

Redemption for Tax Reasons

(i)

references to "the Guarantee" shall be replaced by references

to the

obligations of

the [New Guarantor ][[and ][the Guarantor[s][, as applicable,]

under clause 3 of this Deed; and

(ii)

references to "the Guarantor" shall be replaced by references to

"[each of][

the New Guarantor ][and ][the Guarantor[s]]";

(d)

Condition 5(h) (

Purchases

) shall apply,

mutatis mutandis,

to [the New Guarantor ][,

][the Guarantor[s]] and any Notes so purchased shall not entitle the

holder to vote

at, or attend, or be counted towards the quorum at meetings of

the Noteholders for

such Notes;

(e)

Condition 8 (

Events of Default

(i)

references to the Issuer in subclause (d) (

Winding-up

), shall include a

reference to [the New Guarantor][ and ][the Guarantor[s]];

(ii)

there

shall

additional

Event

Default

the

Substitute

ceases

be wholly-owned and controlled by Equinor ASA; and

(iii)

there shall be an additional Event of Default if the obligations

of [the New

Guarantor ][or ][either of ][the Guarantor[s]] under this Deed are not

(or are

claimed by [the New Guarantor ][or ][either of

][the Guarantor[s]] not to be) in

full force and effect; and

(f)

in Condition 13 (

Meetings of Noteholders, Modification and Waiver

) an extra

category shall be added to the proposals for which a special quorum

is required,

namely a proposal to modify or cancel the obligations of [either

[of]][ the New

Guarantor][ or ][the Guarantor[s]] under this Deed.

0010155-0003437 UKO2:

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145

The Substitute[, / and][ the New Guarantor ][and][ the Guarantor[s]]

agree that the benefit of

the undertakings and the covenants binding upon them contained

in this Deed shall be for

the benefit of each and every Holder and

each Holder shall be entitled severally

to enforce

such obligations against the Substitute[, / and][ the New Guarantor

][and ][ the

Guarantor[s]].

This Deed shall be deposited with and held to the exclusion of the

Substitute[, / and][ the

New Guarantor ][and ][the Guarantor[s]] by the Agent at its specified

office for the time

being under the Conditions and the Substitute[, / and][ the New

Guarantor ][and][ the

Guarantor[s]] hereby acknowledge the right of every Noteholder

to production of this Deed

and, upon request and

payment of the expenses incurred in connection therewith,

to the

production of a copy hereof certified by the Agent to be a true and

complete copy.

This Deed may only be amended in the same way as the other

Conditions are capable of

amendment under Schedule 4 of the Agency Agreement and any

such amendment of this

Deed will constitute

one of the proposals specified in Condition 13 (

Meetings of

Noteholders, Modification and Waiver

) to which special quorum provisions apply.

The Deed and any non-contractual obligations arising out of or in connection

with it are

governed

by, and shall be construed in accordance with, English law.

10.

The Courts of England are to have jurisdiction to settle any disputes which

may arise out of

or in connection with this Deed and accordingly any legal action or proceedings

arising out

of or in connection with this Deed (

Proceedings

) may be brought in such courts.

Each of

the Substitute[, / and][ the New Guarantor ][and][ the Guarantor[s]]

irrevocably submits to

the jurisdiction of such courts and waives any objection to Proceedings

in such courts

whether on the ground of venue or on the ground that the Proceedings

have been brought

in an inconvenient forum.

This submission is made for the benefit of each Holder

and shall

not limit the right of any of them to take Proceedings

in any other court of competent

jurisdiction nor shall the taking of Proceedings in one or more

jurisdictions preclude the

taking of Proceedings in any other jurisdiction (whether concurrently

or not).

11.

No rights are conferred on any person under the Contracts

(Rights of Third Parties) Act

1999 to enforce any term of this Deed, but this does not affect any right or

remedy of any

person which

exists or is available apart from that Act.

12.

Each

the

Substitute[, /

and][

the

New

Guarantor

][and][

the

Guarantor[s]]

irrevocably

appoints [

]

[

]

its

agent

England

receive

service

process

respect

any Proceedings in England.

If for any reason it does not have such an agent

for service of process, the Substitute[, / or][ the New Guarantor ][or

][the [relevant]

Guarantor], as the case may be, will promptly appoint a substitute

process agent and notify

the Noteholders of such appointment in accordance with the Conditions. Nothing herein

shall affect the right to serve process in any other manner permitted by law.

IN WITNESS

whereof this Deed has been

executed as a deed poll on

the date stated at the

beginning.

EXECUTED

as a

DEED

)

by EQUINOR ASA and signed

)

and delivered as a deed on its

)

behalf by

)

an authorised representative of

the company

)

0010155-0003437 UKO2:

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146

EXECUTED

as a

DEED

)

by [

Substitute

] and signed

)

and delivered as a deed on its

)

behalf by

)

an authorised representative of

the company

)

[

EXECUTED

as a

DEED

)

by EQUINOR ENERGY AS and signed

)

and signed

)

and delivered as a deed on its

)

behalf by

)

an authorised representative of

the company

)]

0010155-0003437 UKO2:

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147

SCHEDULE 7

FORM OF ISSUER – ICSDs

AGREEMENT

Agreement to be sent to

both:

Euroclear Bank

SA/NV

New Issues Department

1 Boulevard du

Roi Albert

II B-1210 Brussels,

Belgium

newissues.issuerageement@euroclear.

com Fax: +32 (0) 2 224 1421

and

Clearstream Banking

SA New Issues

Department 42

Avenue J.F. Kennedy

L-1855 Luxembourg

issueragreements@clearstream.co

m Fax: +44 (0)207 862 7005

PROGRAMME FORM

AGREEMENT ENTERED INTO THIS

10 MAY,

OF 2019, AMONG:

Name of issuer:

Equinor ASA

Address of issuer:

Forusbeen 50, N-4035 Stavanger, Norway

(the

Issuer

); and

Euroclear Bank SA/NV of 1 Boulevard du

Roi Albert II, B-1210 Brussels, Belgium and

Clearstream

Banking

Avenue

J.F.

Kennedy,

L-1855

Luxembourg

(each

Relevant

Clearing

System

Subject: Acceptance of:

Programme Name:

Equinor ASA €20,000,000,000

Euro Medium Term Note Programme

Programme Number: 4138

This agreement

sets forth

the understanding

of the

parties with

respect to

securities to

be issued,

applicable, in

(i)

bearer

New Global

Note form

(

NGN

Securities

)

(ii)

registered

form

under

the

New

Safekeeping

Structure

(

NSS

Securities

)

under

the

above-captioned

programme

(the

Securities

)

that

the

Issuer

may

request

made

eligible

for

settlement

with

Euroclear

Bank

SA/NV and Clearstream Banking

SA (the

ICSDs

In order to allow the ICSDs to accept the Securities as eligible for settlement with the ICSDs and to

properly service the

Securities, the Issuer

hereby represents and

warrants to the

ICSDs that

in all

matters relating to

the Securities it will, and it

will require any agent appointed by it to,

comply with

the requirements for the Securities set out herein.

The ICSDs hereby agree that:

(a)

with respect to the issue outstanding amount (

IOA

) of the Securities, each of them will (in

the case

of NGN Securities) maintain their respective portion of

the IOA through their

records; will (in the case of NSS Securities) reflect through their records

their respective

portion of the IOA as maintained by the NSS securities' register; will

undertake daily

reconciliations of such amounts with each other; and will

ensure on a daily basis that the

aggregate total of their respective records matches the IOA;

(b)

each of them will promptly update their records to reflect the discharge

of the Issuer's

obligations with respect to the Securities upon the receipt of (i) a

redemption payment as

required pursuant to

the terms of the Securities; and (ii) a confirmation from the Issuer or

0010155-0003437 UKO2:

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148

its agent of a mark

-up (that is,

0010155-0003437 UKO2:

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149

increase) or

mark-down (that

is,

decrease) of

the IOA

of the

Securities; in

doing so,

each

ICSD will consult with the

other to ensure that the aggregate

of the amounts so updated by

them is equal to the total mark-up or mark-down notified to them;

(c)

each of them will, or will require any agent appointed by it

to, provide the necessary

information to the Issuer's agents to enable the Issuer's agents

to comply with 2(c) below;

and

(d)

each of them confirms that, upon the Issuer’s request,

it will produce for the Issuer’s use a

statement showing the sum of the total nominal amount of its customer

holdings for the

Securities as of a specified date.

The Issuer must procure

that, in relation to any

Securities:

(a)

it or its agents will inform the ICSDs (through the

common service provider appointed by

the ICSDs to service the Securities (the

CSP

)) of the initial IOA for such Securities

on or

prior to the applicable closing date;

(b)

if any event occurs that requires a mark-up or mark-down of the records

that an ICSD holds

for its customers to reflect such customers’ interest in such Securities,

one of its agents will

promptly provide details of the amount of such mark-up or mark-down,

together with a

description of the

event that requires it, to the ICSDs (through the CSP) to

ensure that the

IOA of such NGN Securities in the records of the ICSDs, or the records

of the ICSDs

reflecting the IOA of such NSS Securities, remain(s) at all times

accurate;

(c)

it or its agents will at least monthly perform a reconciliation process with

the ICSDs (through

the CSP) with respect to the IOA for such Securities and will promptly

inform the ICSDs

(through the CSP) of any discrepancies;

(d)

it or its agents will promptly assist the ICSDs (through the CSP) in

resolving any

discrepancy identified in the IOA of such NGN Securities or in the

records reflecting the IOA

of such NSS Securities;

(e)

it or its agents will promptly provide to the ICSDs (through the CSP)

details of all amounts

paid under the Securities (or, where the Securities provide for delivery of assets other than

cash, of the assets so delivered);

(f)

it or its agents will promptly provide to the ICSDs (through the CSP)

any changes to the

Securities that will affect the amount of, or date for, any payment due under such

Securities;

(g)

it or its agents will promptly provide to the ICSDs

(through the CSP) copies of all

information that is given to the holders of the Securities;

(h)

its agents will promptly pass on to it all communications they

receive from the ICSDs

directly or through the CSP relating to the Securities; and

(i)

its agents will promptly notify the ICSDs (through the CSP) of any failure

by the Issuer to

make any payment or delivery due under the Securities when due.

The

Issuer’s

obligations

under

this

Agreement

will

discharged

includes

provisions

substantially to

the effect

set out

in the

paragraph above

in any

agreement it

has with

its agents.

The

Issuer

agrees

that

the

ICSDs

may

rely

communication

from

its

agents

such

communication was received directly from the Issuer.

This Agreement is not intended to create and does not create any

relationship of agency

0010155-0003437 UKO2:

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150

between the parties to it.

0010155-0003437 UKO2:

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151

This Agreement is governed by

the law of the

jurisdiction marked on Schedule

Signed on behalf of:

Equinor ASA

By:

(

Signature of Authorised

Officer of Issuer or agent

with Authorisation of Issuer

)

Name of Signatory:

On behalf of Euroclear Bank

SA/NV

On behalf of Clearstream

Banking, société

anonyme

Stéphane

Bernard, Managing

Director,

Head

Asset

Servicing

Transaction

Operations

Client Services

Berthold Kracke

Member of Executive Board

Laurence

Van

Der

Haegen,

Head

Department New Issues

Marc Kieffer, Executive Vice President,

Issuance & Distribution Services

0010155-0003437 UKO2:

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152

Schedule 1

Please tick one jurisdiction

only.

Austria

Latvia

Belgium

Liechtenstein

Canada

Lithuania

Cyprus

Luxembourg

Czech Republic

Malta

Denmark

Netherlands

England & Wales

Norway

Estonia

Poland

Finland

Portugal

France

Scotland

Germany

Slovakia

Greece

Slovenia

Hungary

Spain

Iceland

Switzerland

Ireland

Sweden

Italy

U.S.A. - New York

Japan

- Other State

(

Name of Other State

)

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153

SCHEDULE 8

ADDITIONAL DUTIES

OF THE AGENT

In relation to each Series

of Notes that are NGNs,

the Agent will comply with the

following provisions:

The Agent will inform each of Euroclear and Clearstream, Luxembourg

(the

ICSDs

through the common service provider appointed by the ICSDs

to service the Notes (the

CSP

), of the initial issue outstanding amount (

IOA

) for each Tranche on or prior to the

relevant Issue Date.

If any event occurs that requires a mark up or mark down of the records

which an ICSD

holds for its customers to reflect such customers' interest in the

Notes, the Agent will (to the

extent known to it) promptly provide details

of the amount of such mark up or

mark down,

together with a description of the event

that requires it, to the ICSDs (through the

CSP)

ensure that the IOA of the Notes

remains at all times accurate.

The Agent will at least once every month reconcile its record of

the IOA of the Notes with

information received from the ICSDs (through the CSP) with

respect to the IOA maintained

by the ICSDs for the Notes and will promptly inform the ICSDs (through

the CSP) of any

discrepancies.

The Agent will promptly assist the ICSDs (through the CSP) in resolving

any discrepancy

identified in the IOA of the Notes.

The Agent will promptly provide to the ICSDs (through the CSP) details

of all amounts paid

by it under the Notes (or, where the Notes provide for delivery of assets other than cash, of

the assets so delivered).

The Agent will (to the extent known to it) promptly provide to the ICSDs

(through the CSP)

notice

of any changes to the Notes that will affect the amount of, or date

for, any payment

due under the Notes.

The Agent will (to the extent known to it) promptly provide to the ICSDs

(through the CSP)

copies of all information that is given to the holders of the Notes.

The Agent will promptly pass on to the Issuer all communications it

receives from the

ICSDs

directly or through the CSP relating to the Notes.

The Agent will (to the extent known to it) promptly notify the ICSDs (through

the CSP) of

any failure by the Issuer to make any payment or delivery due under

the Notes when due.

0010155-0003437 UKO2:

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124

The Agent

THE BANK OF NEW

YORK MELLON, LONDON

BRANCH

160 Queen

Victoria

Street London EC4V

4LA United Kingdom

Email:

corpsov4@bnymellon.co

m Copy to Fax:

+44 207 964 2536

Attention:

Corporate Trust Administration

EQUINOR ASA

By:

The other Paying Agent

THE BANK OF NEW

YORK MELLON SA/NV, LUXEMBOURG BRANCH

Vertigo Building

Polaris 2-4 rue

Eugene

Ruppert L-2453

Luxembourg

Telephone:

Luc Biever: +352 24 52 5320

Sebastien Loiseau: +352 24 52

4436

Rima Hachoud: +352

24 52

5673 Email:

LUXMB_SPS@bnymellon.co

Fax:

+352 24 52 42 04

Attention:

Corporate Trust Administration

EQUINOR ASA

All communications c/o

the Agent

By:

0010155-0003437 UKO2:

2005996996.8

125

APPENDIX 1

FORM OF CALCULATION AGENCY AGREEMENT

CALCULATION AGENCY AGREEMENT

[

]

EQUINOR ASA

Issuer

and

[EQUINOR ENERGY

as Guarantor]

€20,000,000,000

EURO MEDIUM TERM

NOTE PROGRAMME

126

CONTENTS

Clause

Page

Appointment of the Calculation

Agent

................................

...............

127

Duties of Calculation Agent

................................

...............................

127

Expenses................................

................................

..........................

128

Indemnity

................................

..........................

128

Conditions of Appointment

................................

128

Termination of Appointment

................................

..............................

129

Notices

................................

.............................

130

General

................................

............................

131

Contract (Rights of

Third Parties) Act 1999

................................

.......

131

10.

Governing Law and Submission

to Jurisdiction

................................

131

Signatories

................................

...

133

0010155-0003437 UKO2:

2005996996.8

127

CALCULATION AGENCY AGREEMENT

in respect of the

EQUINOR ASA

€20,000,000,000

EURO MEDIUM TERM

NOTE PROGRAMME

THIS AGREEMENT

is made on [

]

BETWEEN

(1)

EQUINOR ASA

of Forusbeen 50, N-4035 Stavanger, Norway

(the

Issuer

);

(2)

[

EQUINOR ENERGY AS

of Forusbeen 50, N-4035

Stavanger, Norway (the

Guarantor

)]; and

(3)

[

]

[

]

(the

Calculation

Agent

which

expression

shall

include

its

successor

or successors for the time being as calculation agent hereunder).

WHEREAS

(A)

The Issuer has entered into an amended and restated Programme

Agreement with the

Dealers named therein dated 11 May 2023 under which the

Issuer may issue Euro Medium

Term

Notes (

Notes

) with an aggregate nominal amount of up to €20,000,000,000

(or its

equivalent in other currencies).

(B)

The Notes will be issued subject to and with the benefit of an amended

and restated

Agency Agreement (the

Agency Agreement

) dated 11 May 2023 and entered into

between the Issuer, The Bank of New York Mellon, London Branch as Agent (the

Agent

which expression shall include its successor or successors

for the time being under the

Agency Agreement) and the other parties

named therein.

NOW IT IS HEREBY

AGREED

that:

APPOINTMENT OF

THE CALCULATION AGENT

The Issuer hereby appoints [

]

Calculation

Agent

respect

each

Series

Notes

described in

the Schedule

hereto (the

Relevant Notes

)

for the

purposes set

out in

clause

below,

all

upon the

provisions hereinafter

set

out.

The

agreement

the

parties

hereto that this Agreement

is to apply to

each Series of Relevant

Notes shall be evidenced

by the manuscript annotation and

signature in counterpart of the Schedule hereto.

DUTIES OF CALCULATION AGENT

The

Calculation

Agent

shall

relation

each

Series

Relevant

Notes

perform

all

the

functions

and duties

imposed on

the Calculation

Agent by

the terms

and conditions

of the

Relevant Notes

(the

Conditions

) including

endorsing the

Schedule hereto

appropriately in

relation to

each Series

of Relevant

Notes.

In addition,

the Calculation

Agent agrees

that it

will

provide

copy

all

calculations

made

which

affect

the

nominal

amount

outstanding of

any Relevant Notes

which are

identified on the

Schedule as being

NGNs to

The

Bank

New

York

Mellon,

London

Branch

the

contact

details

set

out

the

signature page hereof.

Notwithstanding any

other provision

of this

Agreement, the

Calculation Agent

shall not

obliged

to perform

any functions

and duties

imposed on

it by

the Conditions

as a

result of

any

Benchmark

Amendments

and/or

Benchmark

Replacement

Conforming

Changes

(as

0010155-0003437 UKO2:

2005996996.8

128

applicable) enacted without

0010155-0003437 UKO2:

2005996996.8

129

the

consent

the

Calculation

Agent

if,

the

Calculation

Agent’s

opinion,

acting

reasonably

and

good

faith,

such

Benchmark

Amendments

and/or

Benchmark

Replacement Conforming

Changes (as

applicable) impose

more onerous

obligations upon

expose

additional

duties,

responsibilities

liability,

reduce

amend

the

protective provisions afforded to the Calculation Agent in the Conditions or

this Agreement.

EXPENSES

[

be agreed at the time

of appointment

INDEMNITY

4.1

The Issuer shall indemnify (and failing the Issuer so indemnifying,

the Guarantor agrees so

to indemnify) the Calculation Agent against any loss, liability, cost, claim, action, demand or

expense (including, but not limited to, all reasonable costs, legal

fees, charges and

expenses paid or incurred in disputing or defending

any of the foregoing) which it

may incur

or which may be made against the

Calculation Agent as a result of or in connection with its

appointment or the exercise of its powers and duties hereunder except

such as may (i)

result from its own default, negligence or bad faith or that

of its officers, directors or

employees or the breach by

it of the terms of this Agreement or

(ii) be governed by any

other provision of this Agreement.

4.2

The Calculation Agent shall indemnify the Issuer and the Guarantor

against any loss,

liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable

costs, legal fees, charges and expenses paid or incurred in disputing or defending

any of

the foregoing) which the Issuer may incur or which may be made

against the Issuer as a

result of the breach by the

Calculation Agent of the terms of this Agreement or its default,

negligence or bad faith or that of its officers, directors or employees.

CONDITIONS OF APPOINTMENT

5.1

In acting hereunder and in

connection with the Relevant Notes, the

Calculation Agent shall

act solely as agent of the Issuer [and the Guarantor] and will not

thereby assume any

obligations towards or relationship of agency or trust for or with

any of the owners or

holders of the Relevant Notes or the coupons (if any) appertaining

thereto (the

Coupons

5.2

In relation to each issue of Relevant Notes, the Calculation Agent hereby

undertakes to the

Issuer to perform such obligations and duties, and shall be obliged

to perform such duties

and only such

duties as are herein and in the Conditions specifically set

forth and no

implied duties or obligations shall be read into this Agreement

or the Relevant Notes

against the Calculation Agent, other than the duty to act honestly

and in good faith and to

exercise the diligence of a reasonably prudent agent in comparable

circumstances.

5.3

The Calculation Agent may consult with legal and other professional advisers

and the

opinion of such advisers shall be full and complete

protection in respect of any action

taken,

omitted or suffered hereunder in good faith and in accordance with

the opinion of such

advisers.

5.4

The Calculation Agent shall be protected and shall incur no liability

for or in respect of any

action taken, omitted or suffered in reliance upon any instruction, request

or order from the

Issuer [or the Guarantor] or any notice, resolution, direction, consent,

certificate, affidavit,

statement, cable, telex or other paper or document which it reasonably

believes to be

genuine and to have been delivered, signed or sent by the proper party

or parties or upon

written instructions from the Issuer [or the Guarantor].

0010155-0003437 UKO2:

2005996996.8

130

5.5

The Calculation Agent and any of its officers, directors and employees

may become the

owner of, or acquire any interest in, any Notes or

Coupons (if any) with the same rights that

it or they would have if the Calculation Agent were

not appointed hereunder, and may

engage or be interested in any financial or other transaction with

the Issuer [or the

Guarantor] and may act on, or as depositary, trustee or agent for, any committee or body of

holders of Notes or Coupons (if any) or in connection with any other

obligations of the

Issuer [or the Guarantor] as freely as if the Calculation Agent were

not appointed

hereunder.

TERMINATION OF APPOINTMENT

6.1

The Issuer [or the Guarantor]

may terminate the appointment

of the Calculation Agent at

any time by giving to the Calculation

Agent at least 45 days' prior written notice to that

effect, provided that, so long as any of the Relevant Notes is outstanding:

(a)

such notice shall not expire less than 45 days before any date upon which

any

payment is

due in respect of any Relevant Notes; and

(b)

notice shall be given in accordance with the Conditions, to the

holders of the

Relevant Notes at least 30 days prior to any removal of

the Calculation Agent.

6.2

Notwithstanding the provisions

of subclause 6.1 above, if

at any time:

(a)

the Calculation Agent becomes incapable of acting, or is adjudged

bankrupt or

insolvent, or files a voluntary petition in bankruptcy or makes an assignment

for the

benefit of its

creditors or consents to the appointment of an administrator, liquidator

or administrative or other receiver of all or any substantial

part of its property, or

admits in writing its inability

to pay or meet its debts as they may mature or

suspends payment thereof, or if any order of any

court is entered approving any

petition filed by or against it under the provisions of any applicable

bankruptcy or

insolvency law or if a receiver of it or of all or a substantial part of its

property is

appointed or if any officer takes charge or control of the Calculation Agent

or of its

property or affairs for the purpose of rehabilitation, conservation or liquidation; or

(b)

the Calculation Agent fails duly to perform any function or duty imposed

upon it by

the Conditions and this Agreement,

the

Issuer

[and

the

Guarantor]

may

forthwith

without

notice

terminate

the

appointment

the

Calculation

Agent,

which

event

notice

thereof

shall

given

the

holders

the

Relevant Notes, in accordance with the Conditions as soon as practicable

thereafter.

6.3

The termination of the appointment pursuant to subclause 6.1

or 6.2 above of the

Calculation Agent hereunder shall not entitle the Calculation

Agent to any amount by way of

compensation but shall be without prejudice to any amount then

accrued due.

6.4

The Calculation Agent may resign its appointment

hereunder at any time by giving to the

Issuer [and the Guarantor] at least 90 days' prior

written notice to that effect.

Following

receipt of a notice of resignation from the Calculation Agent, the

Issuer shall promptly give

notice thereof to the holders

of the Relevant Notes, in accordance with the Conditions.

6.5

Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4 above,

so long as any of the

Relevant Notes is outstanding, the termination of the appointment of

the Calculation Agent

(whether by the Issuer [and the Guarantor] or by the resignation

of the Calculation Agent)

shall not be effective unless upon the expiry of the relevant notice a successor

Calculation

Agent has been appointed.

The Issuer [and the Guarantor] agrees with the Calculation

Agent that if, by the day falling 10 days

before the

expiry of

any notice

under subclause

0010155-0003437 UKO2:

2005996996.8

131

6.1

6.4, the

Issuer

[and

the Guarantor]

has

not

0010155-0003437 UKO2:

2005996996.8

132

appointed

replacement

Calculation

Agent,

the

Calculation

Agent

shall

entitled,

behalf

the

Issuer

appoint

successor

Calculation

Agent

its

place

reputable

financial

institution

good

standing

which

the

Issuer

[and

the

Guarantor]

shall

approve

(such approval not to be unreasonably withheld or delayed).

6.6

Upon its appointment becoming effective, a successor Calculation Agent

shall without

further act, deed or conveyance, become vested with all the authority, rights, powers,

trusts, immunities, duties and obligations of such predecessor with

like effect as if originally

named as the Calculation Agent hereunder.

6.7

If the appointment of the Calculation Agent hereunder is terminated

(whether by the Issuer

[and the Guarantor] or by the resignation of the Calculation

Agent), the Calculation Agent

shall, on the date on which such termination

becomes effective, deliver to the successor

Calculation Agent any records concerning the Relevant

Notes maintained by it (except such

documents and records as it is obliged by law or regulation to retain

or not to release), but

shall have no other duties or responsibilities hereunder.

6.8

Any corporation into which the Calculation Agent may be

merged or converted, or any

corporation with which the Calculation Agent may be consolidated,

or any corporation

resulting from any merger, conversion or consolidation to which the Calculation Agent shall

be a party, or any corporation to which the Calculation Agent shall sell or otherwise transfer

all or substantially all of its assets shall, on the date when such

merger, consolidation or

transfer becomes effective and to the extent permitted by any applicable

laws, become the

successor Calculation Agent under this Agreement without

the execution or filing of any

paper or any further act on the part of any of the parties hereto,

unless otherwise required

by the Issuer and after the said effective date all references in this Agreement

to the

Calculation Agent shall be deemed to be references to such corporation.

Written notice of

any such merger, conversion, consolidation or transfer shall forthwith be given to the Issuer

and the Agent.

6.9

Upon giving notice of the intended termination of the appointment

of the Calculation Agent,

the Issuer shall use all reasonable endeavours to appoint a

further financial institution of

good standing

as successor Calculation Agent.

NOTICES

Any notice or communication

given hereunder shall be

sufficiently given or served:

(a)

if delivered in person to the relevant address specified on

the signature pages

hereof or such other address as may be notified by the recipient

in accordance with

this clause and, if so delivered, shall be deemed to have been delivered

at time of

receipt; or

(b)

if by email, when sent, subject to no delivery failure notification being

received by

the

sender within 24 hours of the time of sending, to the relevant email

address

specified on the signature pages hereof or such other email address as

may be

notified by the recipient in accordance with this clause; or

(c)

if sent by facsimile to the relevant number specified on the signature

pages hereof

or such other address as may be notified by the recipient in accordance

with this

clause and, if so sent, shall be deemed to have been delivered immediately

after

transmission provided such transmission is confirmed when an acknowledgement

receipt is received.

Where a communication is received

after business hours it shall

be deemed to be

received

and become effective on the

next business day.

Every communication shall be irrevocable

0010155-0003437 UKO2:

2005996996.8

133

save in respect of any manifest error therein.

0010155-0003437 UKO2:

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134

GENERAL

8.1

The descriptive headings in this Agreement are for convenience of

reference only and shall

not define or limit the provisions hereof.

8.2

This Agreement may be executed by any one or more of the parties hereto

in any number

of counterparts, each of which

shall be deemed to be an

original, but all such counterparts

shall together constitute one and the same instrument.

8.3

If any provision in or obligation

under this Agreement is or becomes

invalid, illegal or

unenforceable in any respect under the law of any jurisdiction,

that will not affect or impair

(i) the validity, legality or enforceability under the law of that jurisdiction of any other

provision in or obligation under this Agreement, and (ii) the

validity, legality or enforceability

under the law of any other jurisdiction of that or any other provision in or

obligation under

this Agreement

[

Consider whether contractual recognition language (pursuant

to Article 55 of the EU Bank

Recovery and

Resolution Directive) is required to be included.

]

CONTRACT (RIGHTS OF

THIRD PARTIES) ACT 1999

A person

who is

not a

party to

this Agreement

has no

right under

the Contracts

(Rights of

Third Parties)

Act 1999

to enforce

any term

of this

Agreement but

this does

not affect

any

right or remedy of a third party which exists or is available

apart from that Act.

10.

GOVERNING LAW AND SUBMISSION

TO JURISDICTION

10.1

This Agreement and any non-contractual obligations arising out of or

in connection with it

are governed by, and shall be construed in accordance with, English law.

10.2

The courts of England are to have jurisdiction to settle any disputes

which may arise out of

or in connection with this Agreement (including a dispute relating to

any non-contractual

obligations arising out of or in connection with this Agreement) and

accordingly any legal

action or proceedings arising out of or in connection with this Agreement

(

Proceedings

)

(including any Proceedings relating to any non-contractual obligations

arising out of or in

connection with this Agreement) may be brought in such courts.

The Issuer [and the

Guarantor each] irrevocably submits to the jurisdiction of such

courts and waives any

objection to Proceedings in any such courts whether on

the ground of venue or on the

ground that the Proceedings have been brought in an inconvenient

forum.

This submission

is made for the benefit of the Calculation Agent and shall not

limit its right to take

Proceedings in any other court of competent jurisdiction nor

shall the taking of Proceedings

in one or more jurisdictions preclude the taking of Proceedings in

any other jurisdiction

(whether concurrently or not).

10.3

The Issuer [and the Guarantor each] irrevocably appoints Equinor UK

Limited (whose

offices are at the date of this Agreement at One Kingdom Street, Paddington

Central,

London W2 6BD) as its agent for service of process in

respect of any Proceedings in

England.

If for any reason such agent shall cease to be such agent

for service of process,

the Issuer shall forthwith, on request of the Calculation Agent, appoint

a new agent for

service of process in England and deliver to the Calculation

Agent a

copy of the

new

agent's

acceptance

of that appointment

within 30

days. Nothing in this Agreement shall

affect the right to serve process in any other manner permitted by law.

IN WITNESS

whereof this Agreement has

been entered into the day

and year first above

written.

0010155-0003437 UKO2:

2005996996.8

135

SCHEDULE TO THE

CALCULATION AGENCY AGREEMENT

Series number

Issue Date

Maturity Date

Title

and

Nomina

Amount

NGN

[Yes/No

]

Annotation

Calculation

Agent/Issuer

0010155-0003437 UKO2:

2005996996.8

136

SIGNATORIES

EQUINOR ASA

Forusbeen 50

N-4035 Stavanger

Norway

Telefax

No:

+ 47 51 99 90 17

Attention:

Compliance Officer, Group

Finance By:

[

EQUINOR ENERGY

Forusbeen 50

N-4035 Stavanger

Norway

Telefax

No:

+ 47 51 99 90 17

Attention:

Compliance Officer, Group

Finance By:

]

[Name of Calculation Agent]

[Address of

Calculation

Agent] Telefax

No:

[

]

Attention:

[

]

By:

.............................................................................

Contact Details

THE BANK OF NEW

YORK MELLON, LONDON

BRANCH

160 Queen

Victoria

Street London EC4V

4LA United Kingdom

Email:

corpsov4@bnymellon.c

om Copy to Fax:

+44 207 964 2536

Attention:

Corporate Trust Administration

EQUINOR ASA