EX-4.2



 Exhibit 4.2 

BARCLAYS PLC 
 Officer’s
Certificate 
 In connection with the issuance of $1,000,000,000 aggregate principal amount of 2.875% Fixed Rate Senior Notes due 2020
(the “Securities”) of Barclays PLC (the “Company”), I, Tim Allen, hereby certify pursuant to Sections 1.02, 3.01 and 3.03 of the Senior Debt Securities Indenture (the “Indenture”), dated as of November 10, 2014,
between the Company and The Bank of New York Mellon acting through its London Branch, as Trustee (the “Trustee”), in connection with the request contained in the accompanying Authentication Order of an even date herewith (the
“Authentication Order”) that the Trustee authenticate and deliver the Securities as therein provided, as follows: 
 1. I have
read the conditions and any applicable covenants provided for in the Indenture relating to the issuance and authentication and delivery of the Securities, including Sections 1.02, 2.01, 3.01 and 3.03 thereof, and in respect of compliance with which
this certificate is being delivered, and the definitions in the Indenture relating thereto; 
 2. The statements contained in this
Certificate are based on my review of the Authentication Order and (i) the minutes of a meeting of the board of directors of the Company (the “Board”) held on December 12, 2013, (ii) the minutes of a meeting of the Board
held on December 12, 2013, as amended by resolutions of the Board adopted at a meeting held on June 19, 2014, (iii) the approval of the Group Finance Director and the written resolutions of the Treasury Committee of the Company (the
“Treasury Committee”) passed on May 1, 2014 and June 13, 2014, (iv) the minutes of a meeting of the Board held on December 11, 2014 and (v) the written resolution of the Treasury Committee passed on June 5,
2015 and pursuant to such resolutions, minutes and approval, I hereby confirm that the form and terms of the Securities (as set forth in Annex A) were established in conformity with the provisions of the Indenture; 

3. In my opinion, I have made such examination and investigation as is necessary to enable me to express an informed opinion as to whether or
not such conditions and any applicable covenants have been complied with; and 
 4. I am of the opinion that such conditions and any
applicable covenants, and all conditions precedent provided for in the Indenture relating to the request contained in the Authentication Order that the Trustee authenticate and deliver the Securities as therein provided, have been complied with and
the form and terms of the Securities have been established in conformity with the provisions of the Indenture. 







 Dated: June 8, 2015 

 

			
			 /s/ Tim Allen

	Name:		Tim Allen
	Title:		Director, Capital Markets Execution









 Annex A 

Form and Terms of the Securities 

			
		
	 Title of Securities:
		2.875% Fixed Rate Senior Notes due 2020
		
	 Issue Price:
		99.575%
		
	 Aggregate Principal Amount of Securities:
		$1,000,000,000
		
	 Maturity Date:
		June 8, 2020
		
	 Interest Rate:
		2.875% per annum, accruing from June 8, 2015
		
	 Form of Securities:
		The Securities will be issued in the form of global notes that will be deposited with The Depository Trust Company on the closing date. Each global note will be registered in the name of Cede & Co. and executed and delivered in
substantially the form attached hereto as Exhibit A.
		
	 Issue Date of Securities:
		June 8, 2015
		
	 Denomination:
		$200,000 and integral multiples of $1,000 in excess thereof
		
	 Depositary
		The Depository Trust Company
		
	 Initial Holder
		Cede & Co.
		
	 Interest Payment Dates:
		June 8 and December 8 of each year, commencing on December 8, 2015 and ending on the relevant Maturity Date, provided that if such Interest Payment Date is not a Business Day, the Interest Payment Date shall be postponed to
the next Business Day, but interest on that payment will not accrue during the period from and









			
			 after the scheduled Interest Payment Date. If the relevant Maturity Date would fall on a day that is not a Business Day, the payment of
interest and principal will be made on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after such Maturity Date.
  

“Business Day” means any weekday, other than one on which banking institutions are authorized or obligated by law or executive order to close in
London, England or in the City of New York, United States.

		
	 Day Count:
		30/360, Following, Unadjusted
		
	 Currency of payment of principal, interest and Additional Amounts:
		United States Dollars
		
	 Corporate Trust Office:
		 The Bank of New York Mellon acting through its London Branch

One Canada Square
 London E14 5AL, United Kingdom

		
	 Place of Payment

and Paying Agent:
		 Corporate Trust Office of the Trustee, London, England.
  

The Bank of New York Mellon acting through its London Branch.

		
	 Ranking:
		The ranking of the Securities shall be as set forth in the Prospectus Supplement dated June 1, 2015 (the “Prospectus Supplement”).
		
	 Regular Record Dates:
		The Business Day immediately preceding each relevant Interest Payment Date (or, if the Securities are held in definitive form, the 15th Business Day preceding each relevant Interest Payment
Date).









			
		
	 U.K. Bail-In Power Acknowledgment:
		No repayment of the Principal Amount of the Securities or payment of interest on the Securities shall become due and payable after the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority unless such
repayment or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom and the European Union applicable to the Company.
		
			By its acquisition of the Securities, each Holder and beneficial owner of the Securities acknowledges, agrees to be bound by and consents to the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority that may
result in the cancellation of all, or a portion, of the Principal Amount of, or interest on, the Securities and/or the conversion of all, or a portion of, the Principal Amount of, or interest on, the Securities into shares or other securities or
other obligations of the Company or another person, including by means of a variation to the terms of the Securities, in each case, to give effect to the exercise by the Relevant U.K. Resolution Authority of such U.K. Bail-In Power. Each Holder and
beneficial owner further acknowledges and agrees that the rights of Holders and beneficial owners of the Securities are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any U.K. Bail-in Power by the Relevant
U.K. Resolution Authority.
		
			By its acquisition of the Securities, each Holder and beneficial owner (i) acknowledges and agrees that the exercise of the U.K. Bail-In Power by the Relevant U.K.
Resolution









			
			Authority with respect to the Securities shall not give rise to a default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the U.S. Trust Indenture Act of 1939, as
amended, (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action
that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities, (iii) acknowledges and agrees that, upon the exercise
of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority, (a) the Trustee shall not be required to take any further directions from Holders or beneficial owners of the Securities under Section 5.12 of the Indenture and (b) the Indenture
shall impose no duties upon the Trustee whatsoever with respect to the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority (notwithstanding the foregoing in (iii), if, following the completion of the exercise of the U.K.
Bail-In Power by the Relevant U.K. Resolution Authority, the Securities remain outstanding, then the Trustee’s duties under the Indenture shall remain applicable with respect to the Securities following such completion to the extent that the
Company and the Trustee shall agree pursuant to a supplemental indenture), and (iv) shall be deemed to have (a) consented to the exercise of any U.K. Bail-In









			
			Power as it may be imposed without any prior notice by the Relevant U.K. Resolution Authority of its decision to exercise such power with respect to the Securities and (b) authorized, directed and requested DTC and any direct
participant in DTC or other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement the exercise of any U.K. Bail-In Power with respect to the Securities as it may be imposed, without any
further action or direction on the part of such Holder and such beneficial owner or the Trustee.
		
			 Upon the exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities, the Company shall
provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. Bail-In Power for purposes of notifying Holders and beneficial owners of such occurrence. The Company shall also deliver a copy of such notice to the Trustee
for information purposes.
  
 The exercise of the U.K. Bail-In Power by the Relevant U.K.
Resolution Authority with respect to the Securities shall not constitute an Event of Default under the Indenture.
  

The Company’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Indenture shall survive any exercise of the U.K. Bail-In
Power by the Relevant U.K. Resolution Authority with respect to the Securities.
  
 Each
Holder and beneficial owner that acquires its Securities in the










			
			secondary market shall be deemed to acknowledge and agree to be bound by and consent to the same provisions specified in the provisions above and in the Securities to the same extent as the Holders and beneficial owners of the
Securities that acquire the Securities upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Securities, including in relation to the U.K. Bail-In
Power.
		
			“U.K. Bail-In Power” means any statutory write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit
institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Company or other members of the Group, including but not limited to any such laws, regulations, rules or requirements that
are implemented, adopted or enacted within the context of the European Union directive 2014/59/EU of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms of
May 15, 2014, as amended, and/or within the context of a U.K. resolution regime under the U.K. Banking Act 2009, as amended, or otherwise, pursuant to which obligations of a bank, banking group company, credit institution or investment firm or
any of its affiliates can be reduced, cancelled and/or converted into shares or other securities or obligations of the









			
			 obligor or any other person (and a reference to the “Relevant U.K. Resolution Authority” is to any authority with the ability to
exercise a U.K. Bail-In Power).
  
 “Group” refers to the Company (or any
successor entity) and its consolidated subsidiaries.

		
	 Early Redemption at the Option of the Company:
		 The Securities shall be redeemable prior to the relevant Maturity Date solely pursuant to the terms specified in Section 11.09 of the
Indenture.
  
 For the avoidance of doubt, the provisions of Section 11.08 of the
Indenture shall not apply to the Securities.

		
	 Notice of Redemption:
		 Before the Company may redeem the Securities pursuant to Section 11.09 of the Indenture, the Company shall deliver via DTC (or, if the
Securities are definitive Securities, to the Holders at their addresses shown on the Senior Debt Security Register) prior notice of not less than thirty (30) days, nor more than sixty (60) days, to the Holders of the Securities. The Company shall
deliver written notice of such redemption of the Securities to the Trustee at least five (5) Business Days prior to the date on which the relevant notice of redemption is sent to Holders (unless a shorter notice period shall be satisfactory to the
Trustee). The content of such notice shall be in accordance with Section 11.04 of the Indenture and such notice shall be irrevocable except in the limited circumstance described in below.

 
 If the Company has delivered a notice of redemption pursuant to
this










			
			 provision, but prior to the payment of the redemption amount with respect to such redemption the Relevant U.K. Resolution Authority exercises
its U.K. Bail-in Power in respect of the Securities, such redemption notice shall be automatically rescinded and shall be of no force and effect, and no payment in respect of the redemption amount shall be due and payable.

 
 If the event specified above occurs, the Company shall promptly deliver notice to the
Holders of the Securities via DTC (or, if the Securities are definitive Securities, to the Holders at their addresses shown on the Senior Debt Security Register) and to the Trustee directly, specifying the occurrence of the relevant event.

 
 “DTC” means The Depository Trust Company, or any successor clearing
system.

		
	 Additional Amounts and FATCA Withholding Tax:
		 The terms specified in “Payment of Additional Amounts” in the Prospectus Supplement and the section titled “Description of
Debt Securities—Payment of Debt Security Additional Amounts” in the Base Prospectus with respect to Debt Security Additional Amounts (as defined in the Base Prospectus) shall apply to the Securities and shall replace in their entirety the
provisions specified in Section 10.04 of the Indenture.
  
 Any amounts to be paid by the
Company or the Paying Agent on the Securities shall be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as
amended










			
			 (the “Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section
1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (or any law implementing such an
intergovernmental agreement) (a “FATCA Withholding Tax”), and the Company and the Paying Agent shall not be required to pay Additional Amounts on account of any FATCA Withholding Tax.

 
 With respect to the Securities, any Paying Agent shall be entitled to make a deduction or
withholding from any payment which it makes under the Securities and the Indenture for or on account of (i) any present or future taxes, duties or charges if and to the extent so required by any applicable law and (ii) any FATCA Withholding Tax
(together, “Applicable Law”). In either case, the Paying Agent shall make any payment after a deduction or withholding has been made pursuant to Applicable Law and shall report to the relevant authorities the amount so deducted or
withheld. However, such deduction or withholding will not apply to payments made under the Securities and the Indenture through the relevant clearing systems. In all cases, the Paying Agent shall have no obligation to gross up any payment made
subject to any deduction or withholding pursuant to Applicable Law. In addition, amounts deducted or withheld by the Paying Agent under this paragraph will be treated as paid










			
			 to the Holder of Securities, and the Company will not pay Additional Amounts in respect of such deduction or withholding, except to the
extent the provisions in this “Additional Amounts and FATCA Withholding Tax” section, the section titled “Payment of Additional Amounts” in the Prospectus Supplement and the section titled “Description of Debt
Securities—Payment of Debt Security Additional Amounts” in the Base Prospectus explicitly provide otherwise.
  

The Company agrees, to the extent the Company has actual knowledge of such information, to provide the Paying Agent with sufficient information about any
modification to the terms of the Securities for the purposes of determining whether FATCA Withholding Tax applies to any payment of principal or interest on the Securities.

		
	 Section 3.07 of the Indenture:
		Section 3.07 of the Indenture shall apply to the Securities.
		
	 Subsequent Repurchases:
		The Company or any member of the Group may purchase or otherwise acquire any of the Outstanding Securities at any price in the open market or otherwise.
		
	 Definitions:
		All capitalized terms that are not defined herein shall have the meaning ascribed to such terms in the Indenture.








 EXHIBIT A 

Form of Global Note 
 THIS SECURITY IS A
GLOBAL REGISTERED SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 

This Security is one of a duly authorized issue of securities of the Company (as defined below) (herein called the “Securities” and each, a
“Security”) issued and to be issued in one or more series under and governed by the Senior Debt Securities Indenture, dated as of November 10, 2014 (the “Indenture”), and under an Officer’s Certificate
pursuant to Sections 1.02, 3.01 and 3.03 of the Indenture dated June 8, 2015 (the “Officer’s Certificate”). 
 The exercise of any U.K.
Bail-In Power by the Relevant U.K. Resolution Authority may result in the (i) cancellation of all, or a portion, of the principal amount of, or interest on, the Securities and/or (ii) the conversion of all, or a portion of, the principal
amount of, or interest on, the Securities into shares or other securities or other obligations of the Company or another person, including by means of a variation to the terms of the Securities, in each case, to give effect to the exercise by the
Relevant U.K. Resolution Authority of such U.K. Bail-In Power. The rights of Holders and beneficial owners of the Securities are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any U.K. Bail-in Power by the
Relevant U.K. Resolution Authority. 







 BARCLAYS PLC 

US$ 1,000,000,000 2.875% Fixed Rate Senior Notes due 2020 
  

			
	No. [    ]		$[        ]            

 CUSIP NO. 06738EAG0 

ISIN NO. US06738EAG08 
 BARCLAYS
PLC, a company duly incorporated and existing under the laws of England and Wales (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of US$ [        ] on June 8, 2020 (the “Maturity Date”), except as otherwise provided herein, and to pay
interest thereon, in accordance with the terms hereof. Interest shall accrue on this Security from June 8, 2015 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, and shall be
paid semi-annually in arrear on June 8 and December 8 of each year (each, an “Interest Payment Date”), commencing on December 8, 2015 and ending on the Maturity Date, except as otherwise provided herein, at the rate
of 2.875% per annum, until the principal hereof is paid or made available for payment. 
 If any Interest Payment Date is not a
Business Day, the Interest Payment Date shall be postponed to the next Business Day, and no further interest or other payment shall be owed or made in respect of such delay. If the Maturity Date would fall on a day that is not a Business Day, the
payment of interest and principal will be made on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after such Maturity Date. If a date of redemption is not a Business Day, the Company may pay
interest (if any) and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the date of redemption. A “Business Day” means any weekday, other than one on which
banking institutions are authorized or obligated by law or executive order to close in London, England or in the City of New York, United States. 

Subject to the limitations specified on the reverse of this Security, interest on the Securities shall be computed and payable in arrear and
on the basis of a year of 360 days consisting of twelve (12) months of thirty (30) days each and, in the case of an incomplete month, the actual number of days elapsed. 

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest which shall be the Business Day immediately preceding each Interest Payment Date (or,
if the Securities are held in definitive form, the 15th Business Day preceding each Interest Payment Date). Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of 







 
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in
said Indenture. 
 No repayment of the principal amount of the Securities or payment of interest on the Securities shall become due and
payable after the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority unless such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom and the European Union
applicable to the Company. 
 Payments of principal of and interest, if any, on the Securities shall be made in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and private debts and such payments shall be made through one or more Paying Agents appointed under the Indenture to the Holder or Holders of this Security.
Initially, the Paying Agent and the Senior Debt Security Registrar for the Securities shall be The Bank of New York Mellon acting through its London Branch, One Canada Square, London E14 5AL, United Kingdom and the Place of Payment in respect of the
Securities shall be the Corporate Trust Office of the Trustee, which as of the date hereof is the office or agency of the Trustee located at said address. The Company may change the Paying Agent or, subject to Section 3.01 of the Indenture, the
Place of Payment without prior notice to the Holders of the Securities, and in such an event the Company may act as Paying Agent or Security Registrar. Payments of principal of and interest on the Securities shall be made by wire transfer of
immediately available funds; provided, however, that in the case of payments of principal, this Security is first surrendered to the Paying Agent. 

This Security shall be governed by and construed in accordance with the laws of the State of New York. 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. 
 All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture, as defined herein. 
 THIS SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED
STATES FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OF THE UNITED STATES OR THE UNITED KINGDOM. 
 Unless the
certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual signature of an authorized signatory, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose. 







 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 

 

											
	Dated: June 8, 2015				BARCLAYS PLC
					
							By:		  

									Name:		
									Title:		
					
							By:		  

									Name:		
									Title:		
	  
 Trustee’s Certificate of
Authentication

	  
 This is one of the Securities of the
series designated herein referred to in the Indenture.
  

	Dated: June 8, 2015						THE BANK OF NEW YORK MELLON, LONDON BRANCH
									As Trustee
					
							By:		  

									Authorized Signatory

 Signature Page to Global Note [●] 







 (Reverse of Security) 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities” and each, a
“Security”) issued and to be issued in one or more series under and governed by the Senior Debt Securities Indenture, dated as of November 10, 2014 (herein called the “Indenture”), between the Company and The
Bank of New York Mellon acting through its London Branch, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture) and under an Officer’s Certificate pursuant to Sections 1.02,
3.01 and 3.03 of the Indenture dated June 8, 2015 (the “Officer’s Certificate”), and reference is hereby made to the Indenture, the terms of which are incorporated herein by reference, for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Insofar as the provisions of the Indenture
and the Officer’s Certificate may conflict with the provisions set forth in this Security, the former shall control for purposes of this Security. 

This Security is one of the series designated on the face hereof, limited to an aggregate principal amount of US$1,000,000,000, which amount
may be increased at the option of the Company if in the future it determines that it may wish to sell additional Securities of this series. References herein to “this series” mean the series designated on the face hereof. 

For purposes of this Security: 

“DTC” means The Depository Trust Company, or any successor clearing system. 

“Group” refers to the Company (or any successor entity) and its consolidated subsidiaries. 

“U.K. Bail-In Power” means any statutory write-down and/or conversion power existing from time to time under any laws,
regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Company or other
members of the Group, including but not limited to any such laws, regulations, rules or requirements that are implemented, adopted or enacted within the context of the European Union directive 2014/59/EU of the European Parliament and of the Council
establishing a framework for the recovery and resolution of credit institutions and investment firms of May 15, 2014, and/or within the context of a U.K. resolution regime under the U.K. Banking Act 2009, as amended, or otherwise, pursuant to
which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled and/or 







 
converted into shares or other securities or obligations of the obligor or any other person (and a reference to the “Relevant U.K. Resolution Authority” is to any authority with
the ability to exercise a U.K. Bail-In Power). 
 Any amounts to be paid by the Company on the Securities shall be made without deduction or
withholding for, or on account of, any and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Taxes”) now or hereafter imposed, levied, collected, withheld or
assessed by, or on behalf of, the United Kingdom or any U.K. political subdivision or authority thereof or therein having the power to tax (each a “Taxing Jurisdiction”), unless such deduction or withholding is required by law. If
any such Taxes shall at any time be required by any Taxing Jurisdiction to be deducted or withheld, the Company shall, subject to the exceptions and limitations set forth herein, pay such additional amounts of, or in respect of, the principal of,
and any interest on, the Securities (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holders of the Securities, after such deduction or withholding, shall equal the respective amounts of principal
and interest that would have been payable in respect of such Securities had no such deduction or withholding been required. 
 Any amounts
to be paid by the Company or the Paying Agent on the Securities shall be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the
“Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to
any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (or any law implementing such an intergovernmental agreement) (a “FATCA Withholding Tax”), and neither the Company nor
the Paying Agent shall be required to pay Additional Amounts on account of any FATCA Withholding Tax. 
 Any Paying Agent shall be entitled
to make a deduction or withholding from any payment which it makes under the Securities and the Indenture for or on account of (i) any present or future taxes, duties or charges if and to the extent so required by any applicable law and
(ii) any FATCA Withholding Tax (together, “Applicable Law”). In either case, the Paying Agent shall make any payment after a deduction or withholding has been made pursuant to Applicable Law and shall report to the relevant
authorities the amount so deducted or withheld. However, such deduction or withholding will not apply to payments made under the Securities and the Indenture through the relevant clearing systems. In all cases, the Paying Agent shall have no
obligation to gross up any payment made subject to any deduction or withholding pursuant to Applicable Law. In addition, amounts deducted or withheld by the Paying Agent as described in this paragraph will be treated as paid to the Holder of the
Securities, and the Company will not pay Additional Amounts in respect of such deduction or withholding, except to the extent the provisions in this paragraph explicitly provide otherwise. 







 The Company agrees, to the extent the Company has actual knowledge of such information, to
provide the Paying Agent with sufficient information about any modification to the terms of the Securities for the purposes of determining whether FATCA Withholding Tax applies to any payment of principal or interest on the Securities. 

The Company may, at any time, at the Company’s option, redeem the Securities, in whole but not in part at a redemption price equal to
100% of the principal amount of the Securities then Outstanding, together with any accrued but unpaid interest to (but excluding) the date fixed for redemption, if the Company determines that as a result of a change in, or amendment to, the laws or
regulations of any Taxing Jurisdiction, including any treaty to which the relevant Taxing Jurisdiction is a party, or a change in an official application or interpretation of those laws or regulations on or after the Issue Date, including any
decision of any court or tribunal, which becomes effective on or after the Issue Date (and, in the case of a successor entity, which becomes effective on or after the date of such successor entity’s assumption of the Company’s
obligations): (a) the Company will or would be required to pay Additional Amounts to Holders of the Securities, (b) the Company would not be entitled to claim a deduction in respect of any payments in computing the Company’s taxation
liabilities or the amount of the deduction would be materially reduced, or (c) the Company would not, as a result of the Securities being in issue, be able to have the losses or deductions set against the profits or gains, or profits or gains
offset by the losses or deductions, of companies with which the Company is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as at the Issue Date, or any similar system or
systems having like effect as may from time to time exist), (each of (a), (b) and (c) above, a “Tax Event”); provided, however, that the Securities may only be redeemed pursuant to this paragraph if, in the case of each Tax
Event, the consequences of the Tax Event cannot be avoided by the Company taking reasonable measures available to the Company. 
 Prior to
the delivery of any notice of redemption, the Company shall deliver to the Trustee an opinion of independent counsel of recognized standing, chosen by the Company, in a form satisfactory to the Trustee confirming that the Company is entitled to
exercise its right of redemption under Section 11.09 of the Indenture. 
 Before the Company may redeem the Securities pursuant to any
of the preceding paragraphs relating to the Company’s rights of redemption, the Company shall deliver prior notice of not less than thirty (30) days, nor more than sixty (60) days to the Holders of the Securities. The Company shall
deliver written notice of such redemption of the Securities to the Trustee at least five (5) Business Days prior to the date on which 







 
the relevant notice of redemption is sent to Holders (unless a shorter notice period shall be satisfactory to the Trustee). Such notice shall specify the Company’s election to redeem the
Securities and the date fixed for such redemption and shall be irrevocable except in the limited circumstances described in this paragraph. If the Company has delivered a notice of redemption pursuant to this paragraph, but prior to the payment of
the redemption amount with respect to such redemption the Relevant U.K. Resolution Authority exercises its U.K. Bail-in Power in respect of the Securities, such redemption notice shall be automatically rescinded and shall be of no force and effect,
and no payment in respect of the redemption amount shall be due and payable. If the event specified in the preceding sentence occurs, the Company shall promptly deliver notice to the Holders of the Securities via DTC and to the Trustee directly,
specifying the occurrence of the relevant event. 
 The Company or any member of the Group may purchase or otherwise acquire any of the
Outstanding Securities at any price in the open market or otherwise. 
 All authority conferred or agreed to be conferred by each Holder and
beneficial owner pursuant to this Security, including the consents given by such Holder and beneficial owner, shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of such
Holder and beneficial owner. 
 By its acquisition of the Securities, each Holder and beneficial owner of the Securities acknowledges,
agrees to be bound by and consents to the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority that may result in the cancellation of all, or a portion, of the principal amount of, or interest on, the Securities and/or the
conversion of all, or a portion of, the principal amount of, or interest on, the Securities into shares or other securities or other obligations of the Company or another person, including by means of a variation to the terms of the Securities, in
each case, to give effect to the exercise by the Relevant U.K. Resolution Authority of such U.K. Bail-In Power. Each Holder and beneficial owner further acknowledges and agrees that the rights of Holders and beneficial owners of the Securities are
subject to, and will be varied, if necessary, so as to give effect to, the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority. 

By its acquisition of the Securities, each Holder and beneficial owner (i) acknowledges and agrees that the exercise of the U.K. Bail-In
Power by the Relevant U.K. Resolution Authority with respect to the Securities shall not give rise to a default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default)
of the U.S. Trust Indenture Act of 1939, as amended, (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that
the Trustee 







 
shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution
Authority with respect to the Securities, (iii) acknowledges and agrees that, upon the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority, (a) the Trustee shall not be required to take any further directions from
Holders or beneficial owners of the Securities under Section 5.12 of the Indenture and (b) the Indenture shall impose no duties upon the Trustee whatsoever with respect to the exercise of any U.K. Bail-In Power by the Relevant U.K.
Resolution Authority (notwithstanding the foregoing in this clause (iii), if, following the completion of the exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority, the Securities remain outstanding, then the Trustee’s
duties under the Indenture shall remain applicable with respect to the Securities following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture), and (iv) shall be deemed to have
(a) consented to the exercise of any U.K. Bail-In Power as it may be imposed without any prior notice by the Relevant U.K. Resolution Authority of its decision to exercise such power with respect to the Securities and (b) authorized,
directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement the exercise of any U.K. Bail-In Power with respect to the
Securities as it may be imposed, without any further action or direction on the part of such Holder and such beneficial owner or the Trustee. 

Each Holder and Beneficial Owner that acquires its Securities in the secondary market shall be deemed to acknowledge and agree to be bound by
and consent to the same provisions specified in the Indenture to the same extent as the Holders and Beneficial Owners of the Securities that acquire the Securities upon their initial issuance, including, without limitation, with respect to the
acknowledgement and agreement to be bound by and consent to the terms of the Securities, including in relation to the U.K. Bail-In Power. 

Upon the exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities, the Company shall
provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. Bail-In Power for purposes of notifying Holders and beneficial owners of such occurrence. The Company shall also deliver a copy of such notice to the Trustee
for information purposes. 
 The Company’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Indenture
shall survive any exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities. 







 The exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to
the Securities shall not constitute an Event of Default under the Indenture. 
 The Securities shall constitute the Company’s direct,
unconditional, unsecured and unsubordinated obligations and shall at all times rank pari passu among themselves. In the event of a winding-up or administration of the Company, the Securities shall rank pari passu with all other
outstanding unsecured and unsubordinated obligations of the Company, present and future, except such obligations as are preferred by operation of law. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate in principal amount
of the Securities then Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding, on behalf of the Holders
of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Event of Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security. 
 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not
have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written
notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series then Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered to the Trustee security or indemnity satisfactory to the Trustee in its sole discretion against the costs, expenses and liabilities to be incurred in compliance with
such request, the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series then Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding,
for sixty (60) days after receipt of such notice, request and offer of indemnity. 
 Notwithstanding any contrary provisions in this
Security, nothing shall impair the right of a Holder of this Security under the Trust Indenture Act, absent such Holder’s consent, to sue for any payments due but unpaid with respect to this Security. 







 As provided in the Indenture and subject to certain limitations therein set forth, the transfer
of this Security is registrable in the Senior Debt Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of this Security is payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the Company and the Senior Debt Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing. Thereupon one or more new Securities of
this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

This Security, and any other Securities of this series and of like tenor, are issuable only in registered form without coupons in initial
denominations of $200,000 and increments of $1,000 thereafter. The denominations cannot be changed without the consent of the Trustee. 
 No
service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 

This Security shall be governed by and construed in accordance with the laws of the State of New York.