EQNR 0001140625-23-000036 20-F as filed: Mar 23, 2023

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

Appointment of Agent and

Paying Agents

Issue of Temporary Global Notes

.......... 10

Determination of Exchange

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

Date and Issue of Permanent

Global Notes and Definitive

Notes

Issue of Definitive Notes

.... 12

Terms of Issue

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

Payments

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

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

Receipt and Publication of

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

11.

Notices

Cancellation of Notes, Coupons

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

12.

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

Issue of Replacement Notes, Coupons

...... 17

13.

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

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

14.

Copies of Documents Available

for Inspection or Collection

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

15.

Meetings of Noteholders

Commissions, Expenses and

.... 19

16.

Review of Fees and

Expenses

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

17.

Indemnity

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

18.

Repayment by the Agent

Conditions of Appointment

... 21

19.

20.

Release of the Guarantor

... 22

21.

Communication between

the Parties

Changes in Agent and other

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

22.

Paying Agents

....... 22

23.

Merger and Consolidation

.. 24

24.

Notification of Changes

to Paying Agents

Change of Specified Office

.......... 24

25.

Notices and Communication

26.

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

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

Governing Law and Submission

........ 26

32.

to Jurisdiction

.. 26

33.

Counterparts

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

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

34.

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

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

................................ 97

Part 5

Form of Talon

....

Form of Deed of Covenant

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

................................ 100

Provisions for Meetings

of Noteholders

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

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

103

Form of Put Notice

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

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

109

Form of Deed Poll

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

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

111

Form of Issuer – ICSDs

Agreement

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

.................. 117

Additional Duties of the Agent

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

........................... 121

Signatories

...

122

Appendix

Form of Calculation Agency

Agreement

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

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

124

AMENDED AND RESTATED AGENCY AGREEMENT

in respect of a

€20,000,000,000

EURO MEDIUM TERM

NOTE PROGRAMME

THIS AGREEMENT

is made on 9 May

2022

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

NEW

YORK

MELLON,

LONDON

BRANCH

One

Canada

Square,

London

E14

5AL,

United

Kingdom

(the

Agent

which

expression

shall

include

any

successor agent appointed in accordance with clause

(D)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

in accordance with clause

(D)22

and

Paying Agent

shall mean any of the

Paying Agents).

WHEREAS

(A)

The

parties

hereto

entered

into

amended

and

restated

Agency

Agreement

(the

Agency

Agreement

) dated

13 May

2020 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

amended

and

restated

programme

agreement

(as

modified

and/or

restated

and/or

supplemented

from

time

time,

the

Programme

Agreement

)

dated

May

2022

with

the

Dealers

named

therein

pursuant

which the Issuer may issue

Euro Medium Term

Notes (the

Notes

) in an aggregate nominal

amount

€20,000,000,000

(or

its

equivalent

other

currencies)

under

the

Programme.

(D)

Each

issue

Notes

(other

than

VPS

Notes)

will

initially

represented

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.

0010155-0003327 UKO2:

2004375908.9

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

Permanent Global Note in the form set out in

Part 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

A of

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)

appertaining to

Floating Rate

Note,

the

form

substantially in

the

form

set

out

such other

form,

having

regard to

the

terms

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

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

hereto;

Definitive Note

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

to be issued by

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),

0010155-0003327 UKO2:

2004375908.9

such

definitive

Note

being

the

form

substantially

the

form

set

out

with

such

modifications

(if

any)

may

agreed

between

the

Issuer,

the

Agent

and the

relevant

Dealer

and

having the

Conditions endorsed

0010155-0003327 UKO2:

2004375908.9

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 a

Note on

which interest

is calculated

a fixed

rate

payable in

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;

0010155-0003327 UKO2:

2004375908.9

Maturity Date

means, in relation to

a Note, the date on which

it is expressed to be

redeemable;

0010155-0003327 UKO2:

2004375908.9

NGN

means

Temporary

Global

Note

the

form

set

out

Permanent Global Note in the form set out in

Part 2

, in either case where the

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

Note

means

note

denominated

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 be

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 in

accordance with

and subject

the terms

of the

relevant Global

Note and

the

expressions

Noteholder

holder

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,

0010155-0003327 UKO2:

2004375908.9

PROVIDED THAT for each of the

following purposes, namely:

0010155-0003327 UKO2:

2004375908.9

(i)

the

right

attend

and

vote

any

meeting

the

Noteholders

any

them,

passing

Extraordinary

Resolution

(as

defined

)

writing

Extraordinary

Resolution by

way

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

and

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 a

global note

the

form

substantially in

the

form

set

out

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

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

Appointment of the Calculation

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

;

0010155-0003327 UKO2:

2004375908.9

(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.

0010155-0003327 UKO2:

2004375908.9

1.4

All

references

this

Agreement to

costs

charges

expenses

shall

include any

value

added

tax

similar

tax

charged

chargeable

respect

thereof

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

this

Agreement,

clause

headings

are

inserted

for

convenience

and

ease

reference

only

and

shall

not

affect

the

interpretation

this

Agreement.

All

references

this

Agreement to the provisions of any statute shall be

deemed to be references to that statute

from

time

modified,

extended,

amended

re-enacted

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

category

shall

added

the

proposals

for

which

special

quorum

required,

namely

proposal

modify

cancel

the

obligations

[either

[of]][

the

New

Guarantor][ or ][the Guarantor[s]] under this Deed.

0010155-0003327 UKO2:

2004375908.9

143

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]]

the

Agent

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

the

expenses

incurred

connection

therewith,

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

amendment under

Schedule 4

of the

Agency Agreement

and any

such amendment

of this

Deed

will

constitute

one

the

proposals

specified

Condition

(

Meetings

Noteholders, Modification and Waiver

) to which special quorum provisions apply.

The

Deed

and

any

non-contractual

obligations

arising

out

connection

with

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

the

jurisdiction

such

courts

and

waives

any

objection

Proceedings

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

any

them

take

Proceedings

any

other

court

competent

jurisdiction

nor

shall

the

taking

Proceedings

one

jurisdictions

preclude

the

taking of Proceedings in any other jurisdiction (whether concurrently

or not).

11.

rights

are

conferred

any

person

under

the

Contracts

(Rights

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

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

such

appointment

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

)

0010155-0003327 UKO2:

2004375908.9

144

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

)]

0010155-0003327 UKO2:

2004375908.9

145

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

NGN

Securities)

maintain

their

respective

portion

the

IOA

through

their

records;

will

(in

the

case

NSS

Securities)

reflect

through

their

records

their

respective

portion

the

IOA

maintained

the

NSS

securities'

will

undertake

daily

reconciliations of

such amounts

with

each other;

and

will ensure

daily basis

that

the

aggregate total of their respective records matches the IOA;

(b)

each

them

will

promptly

update

their

records

reflect

the

discharge

the

Issuer's

obligations with

respect to

the

Securities upon

the

receipt of

(i)

redemption payment

required pursuant

the terms

of the

Securities; and

(ii) a

confirmation from

the

Issuer or

0010155-0003327 UKO2:

2004375908.9

146

its agent of a mark-up (that is,

0010155-0003327 UKO2:

2004375908.9

147

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

them

will,

will

require

any

agent

appointed

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

statement

showing

the

sum

the

total

nominal

amount

its

customer

holdings

for

the

Securities as of a specified date.

The Issuer must procure that, in

relation to any Securities:

(a)

its

agents

will

inform

the

ICSDs

(through

the

common

service

provider

appointed

the

ICSDs

service the

Securities (the

CSP

)) of

the

initial

IOA

for

such

Securities

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

the

amount

such

mark-up

mark-down,

together

with

description of the

event that

requires it, to

the ICSDs

(through the CSP)

to ensure that

the

IOA

such

NGN

Securities

the

records

the

ICSDs,

the

records

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

the

IOA

for

such

Securities

and

will

promptly

inform

the

ICSDs

(through the CSP) of any discrepancies;

(d)

its

agents

will

promptly

assist

the

ICSDs

(through

the

CSP)

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)

its

agents

will

promptly

provide

the

ICSDs

(through

the

CSP)

any

changes

the

Securities

that

will

affect

the

amount

of,

date

for,

any

payment

due

under

such

Securities;

(g)

its

agents

will

promptly

provide

the

ICSDs

(through

the

CSP)

copies

all

information that is given to the holders of the Securities;

(h)

its

agents

will

promptly

pass

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

not

intended to

create

and

does

not

create

any

relationship of

agency

0010155-0003327 UKO2:

2004375908.9

148

between the parties to it.

0010155-0003327 UKO2:

2004375908.9

149

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

Stéphane

Bernard, Managing

Director,

Head

Asset

Servicing

Transaction

Operations

Client Services

On behalf of Clearstream

Banking, société

anonyme

Berthold Kracke

Member of Executive

Board

Laurence

Van

Der

Haegen,

Head

Department New Issues

Marc Kieffer, Executive Vice President,

Issuance & Distribution Services

0010155-0003327 UKO2:

2004375908.9

150

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

)

0010155-0003327 UKO2:

2004375908.9

151

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

Euroclear

and

Clearstream,

Luxembourg

(the

ICSDs

through

the

common

service

provider

appointed

the

ICSDs

service

the

Notes

(the

CSP

the

initial

issue

outstanding

amount

(

IOA

)

for

each

Tranche

prior

the

relevant Issue Date.

any

event

occurs

that

requires

mark

down

the

records

which

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

the

ICSDs for

the

Notes and

will promptly

inform the

ICSDs

(through the

CSP)

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

the

Issuer

all

communications

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)

any failure by the Issuer to make any payment or delivery due under

the Notes when due.

[

Signature page to

Amended and Restated

Agency Agreement

]

SIGNATORIES

The Issuer

EQUINOR ASA

Forusbeen 50

N-4035 Stavanger

Norway

Telefax

No:

+ 47 51 99 90 17

Attention:

Compliance Officer, Group

Finance By:

The Guarantor

EQUINOR ENERGY

Forusbeen 50

N-4035 Stavanger

Norway

Telefax

No:

+ 47 51 99 90 17

Attention:

Compliance Officer, Group

Finance By:

0010155-0003327 UKO2:

2004375908.9

123

The Agent

THE BANK OF NEW

YORK MELLON, LONDON

BRANCH

One Canada

Square

London E14 5AL

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:

0010155-0003327 UKO2:

2004375908.9

124

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

125

CONTENTS

Clause

Page

Agent

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

126

Duties of Calculation

Agent

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

126

Expenses

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

127

Indemnity

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

127

Conditions of Appointment

127

Terminatio

of Appointment

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

128

Notices

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

129

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

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

130

Contract (Rights of

Third Parties) Act 1999

Governing Law and Submission

.......

130

10.

to Jurisdiction

130

Signatories