EX-4.2



 Exhibit 4.2 

 
  

 
 BARCLAYS BANK PLC, 

Issuer 
 and

 THE BANK OF NEW YORK MELLON, LONDON BRANCH 
 Trustee 
  
  

SECOND SUPPLEMENTAL INDENTURE 
 Dated as of April 10, 2013 
  

 
 To the Dated Subordinated Debt
Securities Indenture, dated as of October 12, 2010, 
 Between Barclays Bank PLC, Issuer 

and 
 The Bank of
New York Mellon, London Branch, Trustee 
 $1,000,000,000 7.75% Fixed to Fixed Rate Contingent Capital Notes due April 2023
Callable April 2018 
  
  

 







 BARCLAYS BANK PLC 
 Reconciliation and tie between Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, and this Second Supplemental Indenture, dated as of April 10, 2013. 

 

					
	 Trust Indenture Act Section
	  	 Indenture Section*

			
	 §310
	 	 (a)(1)
	  	6.09
		 	 (a)(2)
	  	6.09
		 	 (a)(3)
	  	Not Applicable
		 	 (a)(4)
	  	Not Applicable
		 	 (b)
	  	6.08, 6.10
		 	 (c)
	  	Not Applicable
	 §311
	 	 (a)
	  	6.13
		 	 (b)
	  	6.13
		 	 (c)
	  	Not Applicable
	 §312
	 	 (a)
	  	7.01, 7.02(a)
		 	 (b)
	  	7.02(b)
		 	 (c)
	  	7.02(c)
	 §313
	 	 (a)
	  	7.03(a)
		 	 (b)
	  	7.03(a)
		 	 (c)
	  	1.06, 7.03(a)
		 	 (d)
	  	7.03(b)
	 §314
	 	 (a)
	  	7.04
		 	 (b)
	  	Not Applicable
		 	 (c)(1)
	  	1.02
		 	 (c)(2)
	  	1.02
		 	 (c)(3)
	  	Not Applicable
		 	 (d)
	  	Not Applicable
		 	 (e)
	  	1.02
		 	 (f)
	  	Not Applicable
	 §315
	 	 (a)
	  	6.01, 6.03
		 	 (b)
	  	6.02
		 	 (c)
	  	5.04, 6.01
		 	 (d)(1)
	  	6.01, 6.03
		 	 (d)(2)
	  	6.01, 6.03
		 	 (e)
	  	5.14
	 §316
	 	 (a)(1)(A)
	  	 5.02 of Base Indenture, 3.04 of
 Second Supplemental Indenture

		 	 (a)(1)(B)
	  	5.13
		 	 (a)(2)
	  	Not Applicable
		 	 (a)(last sentence)
	  	1.01
		 	 (b)
	  	5.08


 

	*	Section numbers refer to the Base Indenture unless otherwise indicated. 









					
	 §317
	 	 (a)(1)
	  	 3.02 of Second Supplemental
 Indenture

		 	 (a)(2)
	  	5.04
		 	 (b)
	  	10.03
	 §318
	 	 (a)
	  	1.07

 NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of this Second Supplemental
Indenture or the Dated Subordinated Debt Securities Indenture. 

  
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 TABLE OF CONTENTS 

 

							
	 	  	Page	 
		
	ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	  			
			
	 SECTION 1.01
	  	 Definitions
	  	 	2	  
	 SECTION 1.02
	  	 Effect of Headings
	  	 	7	  
	 SECTION 1.03
	  	 Separability Clause
	  	 	7	  
	 SECTION 1.04
	  	 Benefits of Instrument
	  	 	8	  
	 SECTION 1.05
	  	 Relation to Base Indenture
	  	 	8	  
		
	ARTICLE II	  			
		
	$1,000,000,000 7.75% FIXED TO FIXED RATE CONTINGENT CAPITAL NOTES DUE APRIL 2023 CALLABLE APRIL 2018	  			
			
	 SECTION 2.01
	  	 Creation of Series; Establishment of Form
	  	 	8	  
	 SECTION 2.02
	  	 Interest
	  	 	9	  
	 SECTION 2.03
	  	 Payment of Principal, Interest and Other Amounts
	  	 	10	  
	 SECTION 2.04
	  	 Optional Redemption
	  	 	10	  
	 SECTION 2.05
	  	 Optional Tax Redemption
	  	 	10	  
	 SECTION 2.06
	  	 Regulatory Event Redemption
	  	 	12	  
	 SECTION 2.07
	  	 Limitations on Redemption
	  	 	12	  
	 SECTION 2.08
	  	 Automatic Write-Down upon Capital Adequacy Trigger Event
	  	 	13	  
	 SECTION 2.09
	  	 Agreement with Respect to Exercise of U.K. Bail-In Power
	  	 	16	  
		
	ARTICLE III	  			
		
	DEFAULTS AND REMEDIES	  			
			
	 SECTION 3.01
	  	 Events of Default
	  	 	18	  
	 SECTION 3.02
	  	 Defaults, Collection of Indebtedness and Suits for Enforcement by Trustee
	  	 	18	  
	 SECTION 3.03
	  	 Limitation on Suits
	  	 	21	  
	 SECTION 3.04
	  	 Control by Holders
	  	 	21	  
		
	ARTICLE IV	  			
		
	THE TRUSTEE	  			
			
	 SECTION 4.01
	  	 Certain Rights of Trustee
	  	 	21	  
	 SECTION 4.02
	  	 Compensation and Reimbursement
	  	 	22	  


  
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	ARTICLE V	  			
		
	SUBORDINATION	  			
			
	 SECTION 5.01
	  	 Notes Subordinate to Claims of Senior Creditors
	  	 	23	  
		
	ARTICLE VI	  			
		
	ADDITIONAL AMOUNTS	  			
			
	 SECTION 6.01
	  	 Additional Amounts
	  	 	24	  
		
	ARTICLE VII	  			
		
	MISCELLANEOUS PROVISIONS	  			
			
	 SECTION 7.01
	  	 Effectiveness
	  	 	26	  
	 SECTION 7.02
	  	 Original Issue
	  	 	26	  
	 SECTION 7.03
	  	 Ratification and Integral Part
	  	 	26	  
	 SECTION 7.04
	  	 Priority
	  	 	26	  
	 SECTION 7.05
	  	 Successors and Assigns
	  	 	26	  
	 SECTION 7.06
	  	 Counterparts
	  	 	26	  
	 SECTION 7.07
	  	 Governing Law
	  	 	27	  
		
	 EXHIBIT A – Form of Global Note
	  	 	A-1	  
	 EXHIBIT B – Form of Automatic Write-Down Notice
	  	 	B-1	  
	 EXHIBIT C – Form of Capital Adequacy Trigger Event Officers’ Certificate
	  	 	C-1	  


  
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 SECOND SUPPLEMENTAL INDENTURE, dated as of April 10, 2013 (the “Second
Supplemental Indenture”) between BARCLAYS BANK PLC, a public limited company registered in England and Wales (herein called the “Company”), having its registered office at 1 Churchill Place, London E14 5HP, United Kingdom and THE BANK
OF NEW YORK MELLON, LONDON BRANCH, a New York banking corporation, as Trustee (herein called the “Trustee”), having its Corporate Trust Office at One Canada Square, London E14 5AL, United Kingdom, to the DATED SUBORDINATED DEBT SECURITIES
INDENTURE, dated as of October 12, 2010 between the Company and the Trustee, as amended from time to time (the “Base Indenture” and, together with this Second Supplemental Indenture, the “Indenture”). 

RECITALS OF THE COMPANY 
 WHEREAS, the Company and the Trustee are parties to the Base Indenture, which provides for the issuance by the Company from time to time of Dated Subordinated Debt Securities in one or more series;

 WHEREAS, Section 9.01(f) of the Base Indenture permits supplements thereto without the consent of Holders of Dated
Subordinated Debt Securities to establish the form or terms of Dated Subordinated Debt Securities of any series as permitted by Sections 2.01 and 3.01 of the Base Indenture; 
 WHEREAS, as contemplated by Section 3.01 of the Base Indenture, the Company intends to issue a new series of Dated Subordinated Debt Securities to be known as the Company’s “$1,000,000,000
7.75% Fixed to Fixed Rate Contingent Capital Notes due April 2023 Callable April 2018” (the “Notes”) under the Indenture; 
 WHEREAS, the Company has taken all necessary corporate action to authorize the execution and delivery of this Second Supplemental Indenture; 

  
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 NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH: 

For and in consideration of the premises and the other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Company and the Trustee mutually agree as follows with regard to the Notes: 
 ARTICLE I 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
 SECTION 1.01 Definitions. 
 Except as otherwise expressly provided or
unless the context otherwise requires, all terms used in this Second Supplemental Indenture that are defined in the Base Indenture shall have the meanings ascribed to them in the Base Indenture. The following terms used in this Second Supplemental
Indenture have the following respective meanings with respect to the Notes only: 
 “Additional
Amounts” has the meaning set forth in Section 6.01(a). 
 “Applicable Law” has the
meaning set forth in Section 6.01(c). 
 “Automatic Write-Down” means the automatic
write-down of the full principal amount of the Notes that has not become due to zero and the cancellation of the Notes on the Business Day immediately following the expiration of the Suspension Period, in accordance with the provisions of this
Second Supplemental Indenture. 
 “Automatic Write-Down Notice” means the written notice
delivered by the Company to the Trustee, the Holders and Beneficial Owners via DTC (or, if the Notes are held in definitive form, the Trustee), in the form hereto attached as Exhibit B, specifying that a Capital Adequacy Trigger Event
has occurred and that an Automatic Write-Down shall therefore take place. 
 “Base Indenture”
has the meaning set forth in the Recitals. 
 “Beneficial Owners” shall mean (a) if the
Notes are in global form, the beneficial owners of the Notes (and any interest therein) prior to the occurrence of the Automatic Write-Down and (b) if the Notes are held in definitive form, the holders in whose names the Notes are registered in
the Dated Subordinated Debt Security Register and any beneficial owners holding an interest in such Notes held in definitive form, prior to the occurrence of the Automatic Write-Down. 

“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 New York City. 
 “Calculation
Agent” means The Bank of New York Mellon, acting through its London branch, or its successor appointed by the Company pursuant to the Calculation Agent Agreement between the Company and The Bank of New York Mellon, dated as of the date
hereof. 

  
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 “Capital Adequacy Trigger Event” means the CET1 Ratio as of
any Quarterly Financial Period End Date or Extraordinary Calculation Date, as the case may be, is less than 7.00% on such date. 
 “Capital Adequacy Trigger Event Officers’ Certificate” has the meaning set forth in Section 2.08(e). 

“CET1 Capital” means (i) as of any Quarterly Financial Period End Date or Extraordinary Calculation
Date that falls before the CRD IV Adoption Date, the sum, expressed in pounds sterling, of all amounts that constitute core tier 1 capital of the Group as of such date, less any deductions from core tier 1 capital required to be made as of such
date, in each case as calculated by the Parent on a consolidated basis in accordance with the capital adequacy standards and guidelines of the PRA applicable to the Group on such Quarterly Financial Period End Date or Extraordinary Calculation Date,
as the case may be (which calculation shall be binding on the Trustee, the Holders and the Beneficial Owners), and (ii) as of any Quarterly Financial Period End Date or Extraordinary Calculation Date that falls on or after the CRD IV Adoption
Date, the sum, expressed in pounds sterling, of all amounts that constitute common equity tier 1 capital of the Group as of such date, less any deductions from common equity tier 1 capital required to be made as of such date, in each case as
calculated by the Parent on a consolidated basis in accordance with the capital adequacy standards and guidelines of the PRA applicable to the Group on such Quarterly Financial Period End Date or Extraordinary Calculation Date, as the case may be
(which calculation shall be binding on the Trustee, the Holders and the Beneficial Owners). For the avoidance of doubt, the term “core tier 1 capital” as used in this definition shall have the meaning assigned to such term in the capital
adequacy standards and guidelines of the PRA (as supplemented by any published statement or guidance given by the PRA from time to time, including, for the avoidance of doubt, the guidance provided by the FSA, the predecessor of the PRA, on
May 1, 2009 in its letter to the British Bankers’ Association regarding the “Definition of Core Tier 1 Capital”) and “common equity tier 1 capital” as used in this definition shall have the meaning assigned to such term
in CRD IV as interpreted and applied in accordance with the capital adequacy standards and guidelines of the PRA from time to time, but subject always to the transitional arrangements thereunder as interpreted by the PRA pursuant to the FSA’s
press release of October 26, 2012 entitled “CRD IV transitional provisions on capital resources.” 

“CET1 Ratio” means, as of any Quarterly Financial Period End Date or Extraordinary Calculation Date, as
the case may be, the ratio of CET1 Capital as of such date to the Risk Weighted Assets as of the same date, expressed as a percentage. 
 “Code” means the U.S. Internal Revenue Code of 1986, as amended. 

  
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 “Company” has the meaning set forth in the first paragraph
of this Second Supplemental Indenture, and includes any successor entity. 
 “CRD IV” means the
legislative package consisting of the Directive and the Regulation of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms, the first drafts of which were published by the European
Commission on July 20, 2011. 
 “CRD IV Adoption Date” means the date on which the
Regulation that forms part of CRD IV is deemed to take effect in the United Kingdom according to the terms of such Regulation. 
 “Dated Debt Senior Claims” has the meaning set forth in Section 5.01(b). 
 “Default” has the meaning set forth in Section 3.02(a). 
 “DTC” means The Depository Trust Company, or any successor clearing system. 
 “Event of Default” has the meaning set forth in Section 3.01. 
 “Extraordinary Calculation Date” means any Business Day (other than a Quarterly Financial Period End Date) on which the CET1 Ratio is calculated upon the instruction of the PRA.

 “FATCA Withholding Tax” has the meaning set forth in Section 5.01(b). 

“Group” means the Parent and its consolidated subsidiaries. 

“Indenture” has the meaning set forth in the first paragraph of this Second Supplemental Indenture.

 “Interest Payment Date” has the meaning set forth in Section 2.02(a). 

“Issue Date” has the meaning set forth in Section 2.01(f). 

“Liquidator” has the meaning set forth in Section 5.01(b). 

“Mid Market Swap Rate” means the mid market U.S. dollar swap rate Libor basis having a five-year maturity
appearing on Bloomberg page “ISDA 01” (or such other page as may replace such page on Bloomberg, or such other page as may be nominated by the person providing or sponsoring the information appearing on such page for purposes of displaying
comparable rates) at 11:00 a.m. (New York time) on the Reset Determination Date, as determined by the Calculation Agent. If such swap rate does not appear on such page (or such other page or service), the Mid Market Swap Rate shall instead be
determined by the 

  
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Calculation Agent on the basis of (i) quotations provided by the principal office of each of four major banks in the U.S. dollar swap rate market (which banks shall be selected by the
Calculation Agent in consultation with the Company no less than 20 calendar days prior to the Reset Determination Date) (the “Reference Banks”) of the rates at which swaps in U.S. dollars are offered by it at approximately 11.00
a.m. (New York time) (or thereafter on such date, with the Calculation Agent acting on a best efforts basis) on the Reset Determination Date to participants in the U.S. dollar swap rate market for a five-year period and (ii) the arithmetic mean
expressed as a percentage and rounded, if necessary, to the nearest 0.001% (0.0005% being rounded upwards) of such quotations. If the Mid Market Swap Rate is still not determined on the Reset Determination Date in accordance with the
foregoing procedures, the Mid Market Swap Rate shall be the mid market U.S. dollar swap rate Libor basis having a five-year maturity that appeared on the most recent Bloomberg page “ISDA 01” (or such other page as may replace such page on
Bloomberg, or such other page as may be nominated by the person providing or sponsoring the information appearing on such page for purposes of displaying comparable rates) that was last available prior to 11.00 a.m. (New York time) on the Reset
Determination Date, as determined by the Calculation Agent. 
 “Notes” has the meaning set forth
in the Recitals. 
 “Ordinary Reporting Date” means each Business Day on which Quarterly
Financial Information is published by the Parent. 
 “Parent” means Barclays PLC, a public
limited company registered in England and Wales, or any successor holding company of the Company. 

“Prospectus Supplement” means the prospectus supplement with respect to the Notes, dated April 3,
2013. 
 “Prudential Regulation Authority” or “PRA” means the Prudential
Regulation Authority of the United Kingdom (which is the successor of the Financial Services Authority (the “Financial Services Authority” or “FSA”) as of April 1, 2013) or such other governmental authority in
the United Kingdom (or if Barclays Bank PLC becomes domiciled in a jurisdiction other than the United Kingdom, such other jurisdiction) having primary responsibility for the prudential supervision of the Company. 

“Quarterly Financial Information” means the financial information of the Group in respect of a fiscal
quarter that is contained in the principal financial report for such fiscal quarter published by the Parent. As of the date of this Second Supplemental Indenture, the principal financial reports published by the Parent with respect to each fiscal
quarter are: (i) the first quarter (Q1) interim 

  
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management statement in respect of the first fiscal quarter, (ii) the interim results announcement in respect of the first half of the year (including the second fiscal quarter),
(iii) the third quarter (Q3) interim management statement in respect of the first nine (9) months of the year (including the third fiscal quarter) and (iv) the results announcement in respect of the full year (including the fourth
fiscal quarter). 
 “Quarterly Financial Period End Date” means the last day of each fiscal
quarter. 
 “Reference Banks” has the meaning set forth in the definition of Mid Market Swap
Rate. 
 “Regular Record Date” means the fifteenth (15th) calendar day preceding each Interest Payment Date, whether or
not such day is a Business Day. 
 “Regulatory Event” has the meaning set forth in
Section 2.06(a). 
 “Reset Date” means April 10, 2018. 

“Reset Determination Date” means the second (2nd) Business Day immediately preceding the Reset Date. 

“Risk Weighted Assets” means, as of any Quarterly Financial Period End Date or Extraordinary Calculation
Date, as the case may be, the aggregate amount, expressed in pounds sterling, of the risk weighted assets of the Group as of such date, as calculated by the Parent on a consolidated basis in accordance with the capital adequacy standards and
guidelines of the PRA applicable to the Group on such date (which calculation shall be binding on the Trustee, the Holders and the Beneficial Owners). For the avoidance of doubt, the term “risk weighted assets” as used in this definition
shall have the meaning assigned to such term in the capital adequacy standards and guidelines of the PRA applicable to the Group on the relevant Quarterly Financial Period End Date or Extraordinary Calculation Date, as the case may be. 

“Second Supplemental Indenture” has the meaning set forth in the Recitals. 

“Senior Creditors” means creditors of the Company (i) who are depositors and/or other unsubordinated
creditors of the Company; or (ii) who are subordinated creditors of the Company (whether as aforesaid or otherwise) other than those whose claims by law rank, or by their terms are expressed to rank, pari passu with or junior to the
claims of the Holders of the Notes. 
 “Stated Maturity” has the meaning set forth in
Section 2.01(g). 

  
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 “Suspension Period” means the period
of five (5) Business Days (or such other period as DTC shall determine in accordance with its rules and procedures) commencing on the Business Day immediately following the date on which the Automatic Write-Down Notice is received by DTC;
except that such period may commence on the second
(2nd) Business Day immediately following the date on
which the Automatic Write-Down Notice is received by DTC, if DTC so determines in its discretion in accordance with its rules and procedures. 
 “Tax Event” has the meaning set forth in Section 2.05(a). 
 “Taxes” has the meaning set forth in Section 6.01(a). 
 “Taxing Jurisdiction” has the meaning set forth in Section 6.01(a). 
 “Trustee” has the meaning set forth in the first paragraph of this Second Supplemental Indenture. 
 “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
credit institutions and 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
which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment
firms, pursuant to which obligations of a credit institution or investment firm or any of its affiliates can be cancelled and/or converted into shares or other securities or obligations of the Company 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). 

SECTION 1.02 Effect of Headings. 
 The Article and Section headings herein are for convenience only and shall not affect the construction hereof. 
 SECTION 1.03 Separability Clause. 
 In case any provision in this Second
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

  
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 SECTION 1.04 Benefits of Instrument. 

Nothing in this Second Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their
successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under the Indenture. 

SECTION 1.05 Relation to Base Indenture. 
 This Second Supplemental Indenture constitutes an integral part of the Base Indenture. Notwithstanding any other provision of this Second Supplemental Indenture, all provisions of this Second Supplemental
Indenture are expressly and solely for the benefit of the Holders and Beneficial Owners of the Notes and any such provisions shall not be deemed to apply to any other Dated Subordinated Debt Securities issued under the Base Indenture or under the
first supplemental indenture, dated as of November 21, 2012 between the Company and the Trustee (the “First Supplemental Indenture”) and shall not be deemed to amend, modify or supplement the Base Indenture or the First Supplemental
Indenture for any purpose other than with respect to the Notes. 
 ARTICLE II 

$1,000,000,000 7.75% FIXED TO FIXED RATE CONTINGENT CAPITAL 
 NOTES DUE APRIL 2023 CALLABLE APRIL 2018 
 SECTION 2.01 Creation of
Series; Establishment of Form. 
 (a) There is hereby established a new series of Dated Subordinated Debt Securities under
the Base Indenture entitled the “$1,000,000,000 7.75% Fixed to Fixed Rate Contingent Capital Notes due April 2023 Callable April 2018.” 
 (b) The Notes shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of
Cede & Co. and executed and delivered in substantially the form attached hereto as Exhibit A. 
 (c) The
Company shall issue the Notes in an aggregate principal amount of $1,000,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes having the same terms as to status, redemption or otherwise
as the Notes, except for the price to public and date of issue. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects, so that such further Notes shall be consolidated and form a single series
with the Notes. 
 (d) Any proposed transfer of an interest in Notes held in the form of a Global Security and shall be effected
through the book-entry system maintained by DTC. 
 (e) The Notes shall not have a sinking fund. 

  
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 (f) The Notes shall be issued on April 10, 2013 (the “Issue Date”).

 (g) The stated maturity of the principal of the Notes shall be April 10, 2023 (the “Stated Maturity”).

 (h) The Outstanding principal amount of the Notes shall accrue interest at a rate equal to 7.75% per annum from (and
including) the Issue Date to (but excluding) the Reset Date, and from and including the Reset Date to (but excluding) the Stated Maturity, the Outstanding principal amount of the Notes shall accrue interest at a rate equal to the sum of the Mid
Market Swap Rate on the Reset Determination Date and 6.833% per annum, as provided in Section 2.02(a). 
 (i) The
Notes shall be issued in denominations of USD 200,000 in principal amount and integral multiples of USD 1,000 in excess thereof. The denominations cannot be changed without the consent of the Trustee. 

SECTION 2.02 Interest. 
 (a) Subject to Section 2.02(c) below, the Notes shall accrue interest at a rate equal to 7.75% per annum from (and including) the Issue Date to (but excluding) the Reset Date, and from and
including the Reset Date to (but excluding) the Stated Maturity, the Notes shall accrue interest at a rate equal to the sum of the Mid Market Swap Rate on the Reset Determination Date and 6.833% per annum, payable in two equal semi-annual
installments in arrear on April 10 and October 10 of each year (each, an “Interest Payment Date”), commencing on October 10, 2013; provided that if such 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. Interest on the Notes shall be computed and payable on the basis of two equal semi-annual installments
in arrear and, for any other period, computed 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. Interest shall accrue
from (and including) the Issue Date or from (and including) the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, to (but excluding) the following Interest Payment Date. The provisions of
Section 3.07(a) of the Base Indenture shall not apply to the Notes. 
 (b) 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 the relevant Note (or any Predecessor Security) is registered at the close of business on the Regular Record Date for such
interest. 
 (c) No repayment of the principal amount of the Notes or payment of interest on the Notes shall become due and
payable after the exercise of any U.K. Bail-In Power by the relevant U.K. resolution authority unless, at the time that such repayment or payment, respectively, is otherwise scheduled to become due, 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 and the Group. 

  
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 SECTION 2.03 Payment of Principal, Interest and Other Amounts. 

(a) Payments of principal of and interest on the Notes 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 on Notes represented by a Global Security shall be made through one or more Paying Agents appointed under the Base Indenture to DTC or its nominee, as the
Holder of the Global Security. Initially, the Paying Agent and the Dated Subordinated Debt Security Registrar for the Notes shall be The Bank of New York Mellon, London Branch, One Canada Square, London E14 5AL, United Kingdom. The Company may
change the Paying Agent or Dated Subordinated Debt Security Registrar without prior notice to the Holders of the Notes, and in such an event the Company may act as Paying Agent or Dated Subordinated Debt Security Registrar. Payments of principal of
and interest on the Notes represented by a Global Security shall be made by wire transfer of immediately available funds; provided, however, that in the case of payments of principal, such Global Security is first surrendered to the
Paying Agent. 
 SECTION 2.04 Optional Redemption. Subject to the limitations specified in Section 2.07 of this
Second Supplemental Indenture, the Company may, at the Company’s option, redeem the Notes, in whole but not in part, upon not less than thirty (30) days’ nor more than sixty (60) days’ notice to the Trustee and the Holders,
on April 10, 2018 at a redemption price equal to 100% of the principal amount of the Notes then Outstanding, together with any accrued but unpaid interest to (but excluding) such date. 

SECTION 2.05 Optional Tax Redemption. With respect to the Notes only, this Section 2.05 hereby amends Section 11.08 of
the Base Indenture in its entirety, and references in the Base Indenture to Section 11.08 thereof shall be to such Section as amended by this Section 2.05. 
 (a) Subject to the limitations specified in Section 2.07 of this Second Supplemental Indenture, the Company may, at the Company’s option, redeem the Notes, in whole but not in part, upon not
less than thirty (30) days’ nor more than sixty (60) days’ notice to the Trustee and the Holders, at a redemption price equal to 100% of the principal amount of the Notes 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 any change in, or amendment to, the laws or regulations of a 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 (including, without limitation, (1) any failure to enact the U.K. Finance Act 2013 or (2) any material amendment (whether at the time of
enactment or thereafter) to the draft U.K. Finance Act 

  
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2013 published on December 11, 2012 relating to the taxation of Tier 2 Capital), including a 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 that entity’s assumption of the Company’s obligations): 
 (i) the Company would be required to pay Additional Amounts to Holders; 
 (ii) 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

 (iii) the Company would not, as a result of the Notes being in issue, be able to have 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 (i), (ii) and (iii) above, a “Tax Event”); 
 provided, however, that the Notes may only be redeemed pursuant to this Section 2.05 if (i) the circumstance that entitles the Company to exercise such right of redemption of the
Notes was not in the Company’s opinion reasonably foreseeable at the Issue Date and (ii) in the case of each Tax Event, such obligation cannot be avoided by the Company taking reasonable measures available to the Company. 

(b) Prior to the delivery of any notice of redemption pursuant to this Section 2.05, 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. 

(c) The notice provided to Holders in accordance with this Section 2.05 (which notice shall be irrevocable) shall specify the date
fixed for such redemption. 
 (d) Upon the expiry of the notice period described in (a) above, the Company shall be bound
to redeem the Notes accordingly. 
 (e) Any successor entity that assumes the obligations of the Company pursuant to
Section 8.03 of the Base Indenture shall also be entitled to redeem the Notes in accordance with this Section 2.05 with respect to any change or amendment to, or change in the application or interpretation of the laws or regulations
(including any treaty) of the successor entity’s jurisdiction of incorporation, which becomes effective on or after the date of that entity’s assumption of the Company’s obligations. 

  
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 SECTION 2.06 Regulatory Event Redemption. 

(a) Subject to the limitations specified in Section 2.07 of this Second Supplemental Indenture, the Company may, at the
Company’s option, redeem the Notes, in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days’ notice to the Trustee and the Holders, at a redemption price equal to 100% of the principal amount of the
Notes then Outstanding, together with any accrued but unpaid interest to (but excluding) the date fixed for redemption, if (i) the Company determines that for any reason the Notes are fully excluded from the Group’s “Tier 2
Capital” within the meaning and for purposes of (1) the capital adequacy requirements of the PRA or (2) any other regulation, directive or other binding rules, standards or decisions adopted by the institutions of the European Union
(a “Regulatory Event”); provided, however, that the circumstance that entitles the Company to exercise such right of redemption of the Notes was not (in the Company’s opinion) reasonably foreseeable at the Issue Date.

 (b) The notice provided to Holders in accordance with this Section 2.06 (which notice shall be irrevocable) shall
specify the date fixed for such redemption. 
 (c) Upon the expiry of the notice period described in (a) above, the Company
shall be bound to redeem the Notes accordingly. 
 SECTION 2.07 Limitations on Redemption. 

(a) The Company may redeem the Notes pursuant to Sections 2.04, 2.05 and 2.06 only if the Company has obtained the PRA’s prior
consent (as (and to the extent) required by applicable law and regulation) for the redemption of the relevant Notes in question. 
 (b) The Company may redeem the Notes pursuant to Sections 2.05 and 2.06 prior to the fifth (5th) anniversary of the Issue Date only: 
 (i) if the circumstance that entitles the Company to exercise that right of redemption is the result of a change in the applicable tax treatment or regulatory classification of the Notes as described in
Section 2.05 and Section 2.06 above; and 
 (ii) if at the time of the exercise of the right of redemption (and if
and to the extent required at such time), the Company complies with the PRA’s main Pillar 1 rules applicable to the Company and other BIPRU firms (within the meaning of the PRA’s General Prudential Sourcebook) and shall continue to do so
after the redemption of the Notes. 
 (c) The provisions of the second paragraph of Section 11.01 of the Base Indenture
shall not apply to the Notes. 

  
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 SECTION 2.08 Automatic Write-Down upon Capital Adequacy Trigger Event. 

(a) Procedures if Notes are Held through DTC. Subject to Section 2.08(d) below, if a Capital Adequacy Trigger Event
has occurred as of any Quarterly Financial Period End Date or Extraordinary Calculation Date, as the case may be, the Company shall deliver an Automatic Write-Down Notice to the Holders and the Beneficial Owners via DTC and to the Trustee:

 (i) in the case of a Capital Adequacy Trigger Event that has occurred as of any Quarterly Financial Period End Date, on or
within five (5) Business Days after the relevant Ordinary Reporting Date; and 
 (ii) in the case of a Capital Adequacy
Trigger Event that has occurred as of any Extraordinary Calculation Date, on or as soon as practicable after such Extraordinary Calculation Date. 
 The Company shall request that DTC post the Automatic Write-Down Notice on its Reorganization Inquiry for Participants System (or such other system as DTC uses for providing notices to holders of
securities). 
 The Company and the Trustee acknowledge that, following the receipt of the Automatic Write-Down Notice by DTC
and the commencement of the Suspension Period, all clearance and settlement of the Notes shall be suspended by DTC for the duration of the Suspension Period. On the Business Day immediately following the expiration of the Suspension Period, the
Automatic Write-Down shall occur. The Company shall take all reasonable endeavors to facilitate the implementation by DTC of the Automatic Write-Down. 
 For the avoidance of doubt, effective upon, and following, the occurrence of the Automatic Write-Down, Holders and Beneficial Owners shall not have any rights against the Company with respect to repayment
of the principal amount of the Notes that has not become due or the payment of interest on the Notes for any period from (and including) the Interest Payment Date falling immediately prior to the occurrence of such Automatic Write-Down. 

By its acquisition of the Notes, each Holder and each Beneficial Owner shall be deemed to have (i) consented to the Automatic
Write-Down and acknowledged that the Automatic Write-Down of its Notes following a Capital Adequacy Trigger Event may occur without any further action on such Holder’s or Beneficial Owner’s part and (ii) authorized, directed and
requested DTC and any direct participant in DTC or other intermediary through which it holds such Notes to take any and all necessary action, if required, to implement the Automatic Write-Down without any further action or direction on the part of
such Holder or Beneficial Owner. 

  
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 (b) Procedures if Notes are Held in Definitive Form. Subject to Section 2.08(d)
below and to the extent the Notes are held in definitive form pursuant to Section 3.05 of the Base Indenture, if a Capital Adequacy Trigger Event has occurred as of any Quarterly Financial Period End Date or Extraordinary Calculation Date, as
the case may be, the Company shall deliver an Automatic Write-Down Notice (as amended to reflect that the Notes are no longer in global form or held through DTC) to the Trustee (and, if different, the Dated Subordinated Debt Security Registrar in
respect of the Notes) and to the Holders and the Beneficial Owners in accordance with the timetables described in Section 2.08(a) above. 
 On the Business Day on which such notice is received by the Trustee or on the Business Day immediately following such receipt, the Trustee and any Dated Subordinated Debt Security Registrar, if
applicable, shall cease to register any attempted transfer of any Notes held in definitive form by a Holder or Beneficial Owner. 
 On the sixth (6th) Business Day following receipt of the Automatic Write-Down Notice by the Trustee and any Dated Subordinated Debt Security Registrar, if applicable, the Automatic Write-Down shall occur. 

For the avoidance of doubt, effective upon, and following, the occurrence of the Automatic Write-Down, Holders and Beneficial Owners
shall not have any rights against the Company with respect to repayment of the principal amount of the Notes that has not become due or the payment of interest on the Notes for any period from (and including) the Interest Payment Date falling
immediately prior to the occurrence of such Automatic Write-Down. 
 By its acquisition of the Notes, each Holder and each
Beneficial Owner shall be deemed to have (i) consented to the Automatic Write-Down and acknowledged that the Automatic Write-Down of its Notes held in definitive form following a Capital Adequacy Trigger Event may occur without any action on
such Holder’s or Beneficial Owner’s part and (ii) authorized, directed and requested the Trustee, the Dated Subordinated Debt Security Registrar, if applicable, and any intermediary through which it holds such Notes to take any and
all necessary action, if required, to implement the Automatic Write-Down without any further action or direction on the part of such Holder or Beneficial Owner. 
 (c) Notwithstanding anything to the contrary contained in this Second Supplemental Indenture or the Notes, once the Company has delivered an Automatic Write-Down Notice following the occurrence of a
Capital Adequacy Trigger Event, (i) the Holders and Beneficial Owners shall have no rights whatsoever under the Indenture or the Notes to instruct the Trustee to take any action whatsoever and (ii) as of the date of the Automatic
Write-Down Notice, except for any indemnity and/or security provided by any Holder or by any Beneficial Owner in such direction or related to such direction, any direction previously given to the Trustee by any Holders or by any Beneficial Owners
shall cease automatically and shall be null and void and of no further effect; except in 

  
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each case of (i) and (ii) of this Section 2.08(c), with respect to any rights of Holders or Beneficial Owners with respect to any payments under the Notes that were due and payable
prior to the date of the Automatic Write-Down Notice or unless the Trustee is instructed by the Company to act otherwise. 
 (d)
For purposes of this Section 2.08, in the event that (i) a court of competent jurisdiction in England (or such other jurisdiction in which the Company is organized) issues an order, or an effective shareholders’ resolution is validly
adopted, for the winding-up of the Company or (ii) following the appointment of an administrator of the Company, the administrator gives notice that it intends to declare and distribute a dividend, and in each such case a Capital Adequacy
Trigger Event has not occurred as of the date of such order or the date of such resolution or notice, no subsequent Capital Adequacy Trigger Event shall occur or be deemed to occur. In the event that (i) a court of competent jurisdiction in
England (or such other jurisdiction in which the Company is organized) issues an order, or an effective shareholders’ resolution is validly adopted, for the winding up of the Company or (ii) following the appointment of an administrator of
the Company, the administrator gives notice that it intends to declare and distribute a dividend, in each such case after the occurrence of a Capital Adequacy Trigger Event but prior to the occurrence of the Automatic Write-Down, such Capital
Adequacy Trigger Event shall be deemed not to have occurred, and the Company shall enter into appropriate arrangements with DTC (or make alternative arrangements) to preserve the rights of the Holders and the Beneficial Owners of the Notes in
relation to such winding-up or dividend. 
 (e) On or (if reasonably practicable) prior to delivering the Automatic Write-Down
Notice, the Company shall deliver to the Trustee a certificate signed by two Authorized Officers, in the form attached hereto as Exhibit C, specifying that a Capital Adequacy Trigger Event has occurred (the “Capital Adequacy Trigger
Event Officers’ Certificate”). The Trustee is entitled to conclusively rely on and accept such Capital Adequacy Trigger Event Officers’ Certificate without any duty whatsoever of further inquiry as sufficient and conclusive evidence
of the occurrence of a Capital Adequacy Trigger Event, and such Capital Adequacy Trigger Event Officers’ Certificate shall be conclusive and binding on the Trustee, the Holders and the Beneficial Owners. 

(f) The Company intends to secure the termination of any listing of the Notes on any stock exchange if the Automatic Write-Down occurs.

 (g) All authority conferred or agreed to be conferred by each Holder and Beneficial Owner pursuant to this Section 2.08,
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. 

  
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 (h) The Trustee shall not be liable with respect to (i) the calculation or accuracy of
the CET1 Ratio in connection with the occurrence of a Capital Adequacy Trigger Event and the timing of such Capital Adequacy Trigger Event, (ii) the failure of the Company to post or deliver the underlying CET1 Ratio calculations of a Capital
Adequacy Trigger Event to DTC, the Holders or the Beneficial Owners, (iii) any aspect of the Company’s decision to deliver an Automatic Write-Down Notice or the related Automatic Write-Down or (iv) the adequacy of the disclosure of
these provisions in the Prospectus Supplement or for the direct or indirect consequences thereof. 
 (i) By its acquisition of
the Notes, each Holder and each Beneficial Owner (i) agrees to all of the terms and conditions of the Notes, including, without limitation, those related to the occurrence of a Capital Adequacy Trigger Event and any related Automatic
Write-Down, (ii) agrees that effective upon, and following, the occurrence of the Automatic Write-Down, other than with respect to payments that have become due and payable prior to such Automatic Write-Down, no amount shall be due and payable
to the Holders and the Beneficial Owners under the Notes, and the Holders and the Beneficial Owners shall not have the right to give a direction to the Trustee with respect to the Capital Adequacy Trigger Event and any related Automatic Write-Down
and (iii) waives, to the extent permitted by the Trust Indenture Act, any claim against the Trustee arising out of its acceptance of its trusteeship for the Notes, including, without limitation, claims related to or arising out of or in
connection with a Capital Adequacy Trigger Event and/or the Automatic Write-Down. 
 SECTION 2.09 Agreement with Respect to
Exercise of U.K. Bail-In Power. 
 (a) Each Holder and Beneficial Owner of the Notes 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 Notes and/or the conversion of all, or a portion
of, the principal amount of, or interest on, the Notes into shares or other securities or other obligations of the Company or another person (other than in respect of each of the foregoing, payments of principal and interest that have become due and
payable prior to the exercise of the U.K. Bail-In Power), and the rights of the Holders and Beneficial Owners under the Notes are subject to the provisions of any U.K. Bail-In Power which are expressed to implement such a cancellation or conversion.

 (b) By its acquisition of the Notes, 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
Notes 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 Trust Indenture Act; 

  
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 (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 Notes. 
 (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 of the Notes under Section 3.04 hereof and Section 5.12 of the
Base 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, if, following the
completion of the exercise of the U.K. Bail-In Power by the relevant U.K. resolution authority, the Notes remain outstanding, then the Trustee’s duties under the Indenture shall remain applicable with respect to the Notes following such
completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment to this Second Supplemental Indenture. 
 (c) Each Holder or Beneficial Owner that acquires its Notes 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 Notes that acquire the Notes 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
Notes related to the Automatic Write-Down and the U.K. Bail-In Power. 
 (d) By its acquisition of the Notes, each Holder and
Beneficial Owner shall be deemed to have (i) 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
Notes and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Notes to take any and all necessary action, if required, to implement the exercise of any U.K. Bail-In
Power with respect to the Notes as it may be imposed, without any further action or direction on the part of such Holder and such Beneficial Owner. 
 (e) Upon the exercise of the U.K. Bail-In Power by the relevant U.K. resolution authority with respect to the Notes, 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 of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes. 

  
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 ARTICLE III 
 DEFAULTS AND REMEDIES 
 With respect to the Notes only, Section 5.01 of the Base
Indenture shall be amended and restated in its entirety as follows in Section 3.01 hereof, Section 5.03 of the Base Indenture shall be amended and restated in its entirety as follows in Section 3.02 hereof, Section 5.07(c) of the
Base Indenture shall be amended and restated in its entirety as follows in Section 3.03 hereof and Section 5.12 of the Base Indenture shall be amended and restated in its entirety as follows in Section 3.04 hereof, and references in
the Base Indenture to such Sections shall be to such Sections as amended by this Second Supplemental Indenture. 
 SECTION 3.01
Events of Default. An “Event of Default” with respect to the Notes shall result if (i) a court of competent jurisdiction in England (or such other jurisdiction in which the Company may be organized) makes an order for the
winding up of the Company which is not successfully appealed within thirty (30) days of the making of such order, or (ii) the shareholders of the Company adopt an effective resolution for the winding up of the Company (other than, in the
case of either (i) or (ii) above, under or in connection with a scheme of reconstruction, merger or amalgamation not involving a bankruptcy or insolvency). 
 SECTION 3.02 Defaults, Collection of Indebtedness and Suits for Enforcement by Trustee. 
 (a) A “Default” with respect to the Notes shall result if the Company does not pay any installment of interest upon, or any part of the principal of any Notes on the date on which the payment is
due and payable, whether upon redemption or otherwise, and the failure continues for fourteen (14) days. 
 (b) If an Event
of Default or Default occurs and is continuing, and such Event of Default or Default has neither been cured nor waived within a period of fourteen (14) days following the provision of notice of such Event of Default or Default to the Company
from the Trustee, the Trustee may at its discretion and without further notice to the Company institute proceedings in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding up of the Company.

 (c) Failure to make any payment in respect of the Notes shall not be a Default if the payment is withheld or refused either:

 (i) in order to comply with any fiscal or other law or regulation or with the order of any court of competent jurisdiction,
in each case applicable to such payment; or 
 (ii) in case of doubt as to the validity or applicability of any such law,
regulation or order, in accordance with advice given as to such validity or applicability at any time before the expiry of the fourteen-day (14-day) period by independent legal advisers acceptable to the Trustee. In this case, however, the Trustee
may, by notice to the Company, require the Company to take action, including proceedings for a court declaration, to resolve the doubt, if counsel advises it that the action is appropriate and reasonable. In this situation, the Company shall take
the action promptly and be bound by any final resolution of the doubt. If the action results in a determination that the Company can make the relevant payment without violating any law, regulation or order, then the payment shall become due and
payable on the expiration of the fourteen-day (14-day) period after the Trustee gives the Company written notice informing the Company of the determination. 

  
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 (d) Subject to applicable law and unless the Notes provide otherwise, claims in respect of
any Notes may not be set off, or be the subject of a counterclaim, by the Holder against or in respect of any of its obligations to the Company, and every Holder waives, and shall be treated for all purposes as if it had waived, any right that it
might otherwise have to set-off, or to raise by way of counterclaim any of its claims in respect of any Notes, against or in respect of any of its obligations to the Company. No Holder shall be entitled to proceed directly against the Company unless
the Trustee has become bound to proceed but fails to do so within a reasonable period and the failure is continuing. 
 (e)
Other than the limited remedies specified in Section 3.02(b) above, on the occurrence of a Default or an Event of Default which is continuing, no remedy against the Company shall be available to the Trustee or the Holders of the Notes whether
for the recovery of amounts owing in respect of such Notes or under the Indenture in relation thereto or in respect of any breach by the Company of any of its other obligations under or in respect of the Notes or under the Indenture in relation
thereto, save that the Trustee shall have such powers as are required to be authorized to it under the Trust Indenture Act in respect of the rights of the Holders of the Notes in response to such Event of Default or Default under the provisions of
the Indenture, and provided that any payments are subject to the subordination provisions set forth in Section 5.01 of this Second Supplemental Indenture. 
 (f) No recourse for the payment of the principal of, or interest on, any Note, or for any claim based thereon or otherwise in respect thereof and no recourse under or upon any obligation, covenant or
agreement of the Company in the Indenture, or in any Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, past, present or future, of the Company or of any
successor corporation of the Company, either directly or through the Company or any successor corporation of the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise,
it being expressly understood that to the extent lawful all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Second Supplemental Indenture and the issue of the Notes.


  
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 (g) (i) In the event that a Default has occurred and the Trustee has instituted proceedings
in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding up of the Company, then if a Suspension Period shall commence prior to the making of an order by a court of competent jurisdiction for
the winding up of the Company, the Trustee shall cease such proceedings and, notwithstanding Section 5.12 of the Base Indenture, any direction by Holders and by Beneficial Owners hereunder to the Trustee in respect of such proceedings shall
cease automatically and shall be null and void and of no further effect, except with respect to any indemnity and/or security given to the Trustee by the Holders and by Beneficial Owners in any such direction or related to such direction. To the
extent set forth in Section 6.01 of the Base Indenture, the Trustee shall not be liable to any Holder or Beneficial Owner in respect of the cessation of such proceedings or the termination of the effectiveness of any such direction, and any
indemnity and/or security given to the Trustee by the Holders and by Beneficial Owners in any such direction or related to such direction shall continue to be in full force and effect and shall be unaffected by the cessation of such proceedings or
the termination of the effectiveness of any such direction in accordance with this paragraph. 
 (ii) Notwithstanding
Section 5.12 of the Base Indenture, in the event that a Default has occurred and the Trustee receives a direction from Holders and Beneficial Owners to institute proceedings in England (or such other jurisdiction in which the Company may be
organized) (but not elsewhere) for the winding up of the Company, then if a Suspension Period shall commence before the Trustee shall have instituted such proceedings, the Trustee is hereby directed not to, and shall not be required to, initiate
such proceedings and, to the extent set forth in Section 6.01 of the Base Indenture, shall not be liable to any Holder or to any Beneficial Owner in respect of not having commenced such proceedings. 

(iii) For the avoidance of doubt, the rights of Holders and Beneficial Owners in respect of any payment that has become due and payable
prior to the Automatic Write-Down shall not be affected by the provisions of this Section 3.02(g) and furthermore, notwithstanding Section 5.12 of the Base Indenture, effective upon, and following, the commencement of any Suspension
Period, the Trustee shall not be required to accept directions from Holders or from Beneficial Owners other than in respect of action limited solely to pursuing any such payment. 

(h) As provided in Section 2.08(d) hereof, and for the avoidance of doubt, if, pursuant to such Section 2.08(d), a Capital
Adequacy Trigger Event shall be deemed not to have occurred, the rights of Holders and of Beneficial Owners under this Section 3.02 shall be as if no such Capital Adequacy Trigger Event had occurred. 

(i) By its acquisition of the Notes, each Holder and Beneficial Owner of the Notes acknowledges and agrees that the exercise of the U.K.
Bail-In Power by the relevant U.K. resolution authority with respect to the Notes 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. 

  
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 SECTION 3.03 Limitation on Suits. No Holder of any Note shall 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 hereunder, unless such Holder has offered to the Trustee a 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. 

SECTION 3.04 Control by Holders. The Holders of a majority in aggregate principal amount of the Notes shall have the right to
direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Notes, provided that 

(a) such direction shall not be in conflict with any rule of law or with the Indenture, as determined by the Trustee in its sole
discretion; 
 (b) such direction shall not be unjustly prejudicial to the Holders of the Notes not taking part in the
direction, as determined by the Trustee in its sole discretion; and 
 (c) the Trustee may take any other action deemed proper
by the Trustee which is not inconsistent with such direction. 
 ARTICLE IV 

THE TRUSTEE 
 With
respect to the Notes only, Section 6.03(e) of the Base Indenture shall be amended and restated in its entirety as follows in Section 4.01 hereof, and Section 6.07 of the Base Indenture shall be amended and restated in its entirety as
follows in Section 4.02 hereof, and references in the Base Indenture to such Sections shall be to such Sections as amended by this Second Supplemental Indenture. 
 SECTION 4.01 Certain Rights of Trustee. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request or direction of any of the
Holders pursuant to the Indenture, unless such Holders shall have offered to the Trustee a security or indemnity satisfactory to the Trustee in its sole discretion against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction. 

  
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 SECTION 4.02 Compensation and Reimbursement 

(a) The Company agrees: 
 (i) to pay to the Trustee from time to time such compensation for all services rendered by it hereunder as agreed in writing by the Company from time to time (which compensation shall not be limited by
any provision of law in regard to the compensation of a trustee of an express trust); 
 (ii) except as otherwise expressly
provided in the Indenture, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation
and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and 
 (iii) to indemnify the Trustee, its directors, officers, employees and agents and any predecessor Trustee for, and to hold it harmless against, any loss, claim, damage, liability or expense incurred
without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder including the costs and expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder but excluding any tax liabilities of the Trustee based upon, measured by or determined by the income of the Trustee. 

(b) The Trustee shall notify the Company in writing of the commencement of any action or claim in respect of which indemnification may be
sought promptly after the Trustee becomes aware of such commencement (provided that the failure to make such notification shall not affect the Trustee’s rights hereunder) and the Company shall be entitled to participate in, and to the
extent it shall wish, to assume the defence thereof, including the employment of counsel reasonably satisfactory to the Trustee; provided, however, that if the Trustee determines that an actual or potential conflict of interest exists
then the Trustee shall be entitled to retain separate counsel and the Company shall pay the fees and expenses of such counsel. The Trustee shall not compromise or settle any such action or claim without the written consent of the Company, which
consent shall not be unreasonably withheld. 
 (c) As security for the performance of the obligations of the Company under this
Section, the Trustee shall have a senior claim to which the Notes are hereby made subordinate, upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or
interest, if any, on the Notes. The provisions of this Section 4.02 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee and any exercise of the U.K. Bail-In Power by the relevant U.K. Resolution
Authority with respect to the Notes. 

  
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 ARTICLE V 
 SUBORDINATION 
 SECTION 5.01 Notes Subordinate to Claims of Senior
Creditors. 
 With respect to the Notes only, this Section 5.01 hereby amends Sections 12.01(a), (b) and (c) of the Base
Indenture in their entirety, and references in the Base Indenture to Article Twelve and Section 12.01 thereof shall be to such Article and Section as amended by this Section 5.01. 

(a) The Company covenants and agrees, and each Holder of the Notes, by his acceptance thereof, likewise covenants and agrees, that to the
extent and in the manner set forth in Article Twelve of the Base Indenture and this Section 5.01, the Notes and the payment of the principal of and interest or other amounts (including any damages or other payments awarded for breach of any
obligations thereunder), if any, on each and all of the Notes are hereby expressly made subordinate and constitute subordinated obligations of the Company insofar as that on a winding up or administration of the Company the rights of each Holder of
the Notes are to be postponed to the claims of the Senior Creditors. Accordingly, no amount shall be payable to the Holders of the Notes until the claims of the Senior Creditors have been satisfied or provided for in full. Any amounts in respect of
the Notes (including any damages or other payments awarded for breach of any obligations thereunder) paid to the Trustee in the winding up of the Company shall be held by the Trustee subject to paragraph (b) below. 

(b) In the event of the winding up or administration of the Company, the claims of the Trustee (on behalf of the Holders of the Notes but
not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Notes against the Company in respect of such Notes (including any damages or other payments awarded for breach of any obligations
thereunder) shall (i) be subordinated to the claims of all Senior Creditors (the “Dated Debt Senior Claims”); (ii) rank at least pari passu with the claims of Holders of all other dated subordinated obligations of the
Company and other securities of the Company which in each case by law rank, or by their terms are expressed to rank, pari passu with the Notes; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior
subordinated obligations or other securities of the Company which by law rank, or by their terms are expressed to rank, junior to the Notes. In the event of the winding up or administration of the Company, any amounts in respect of the Notes paid to
the Holders of such Notes or to the Trustee (including any damages or other payments awarded for breach of any obligations thereunder) shall be held by such Holders or the Trustee upon trust to be applied in the following order: (i) to the
amounts due to the Trustee in or about the execution of the trusts of the Indenture; (ii) in payment of all Dated Debt Senior Claims outstanding at the commencement of, or arising solely by virtue of, the winding up of the Company to the extent
that such claims shall be admitted in the winding up and shall not 

  
 - 23 -









 
be satisfied out of the other resources of the Company; and (iii) in payment of the Notes; provided that the obligation pursuant to clause (ii) may be performed by the Trustee
paying to the liquidator of the Company (the “Liquidator”) the amount to be so applied on terms that the Liquidator shall distribute and pay the same to the Senior Creditors, in which event the receipt by the Liquidator of such amount
shall be a good discharge to the Trustee and the Trustee shall not be bound to supervise or be in any way responsible for such distribution or payment. The Trustee shall be entitled and is hereby authorized to call for a certificate from the
Liquidator as to the amount of the Dated Debt Senior Claims and the amounts of the Dated Debt Senior Claims which shall not have been satisfied in full out of the other resources of the Company (if any) and the persons entitled thereto and their
respective entitlements. Any such certificate shall, absent manifest error, be conclusive and binding on the Trustee, the Holders of the Notes and all depositors and other creditors of the Company, all holders or beneficiaries (or the trustee(s) for
such holders or beneficiaries) of securities of the Company ranking pari passu with the Notes and all Senior Creditors. Nothing in this Section 5.01 shall affect or prejudice the payment of the costs, charges, expenses, liabilities or
remuneration of the Trustee or the rights and remedies of the Trustee in respect thereof. 
 (c) [Intentionally omitted.]

 ARTICLE VI 
 ADDITIONAL AMOUNTS 
 SECTION 6.01 Additional Amounts. 

With respect to the Notes only, this Section 6.01 hereby amends Section 10.04 of the Base Indenture in its entirety, and references in the Base
Indenture to Section 10.04 thereof shall be to such Section as amended by this Section 6.01. 
 (a) Any amounts to be
paid by the Company on the Notes 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 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 a Taxing Jurisdiction to be deducted or withheld, the Company shall pay such additional amounts of, or in respect of,
the principal of, and interest on, the Notes (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holders of the Notes, after such deduction or withholding, shall equal the respective amounts of principal
and interest that would have been payable in respect of such Notes had no such deduction or withholding been required, provided that the foregoing shall not apply to any such Taxes that would not have been payable or due but for the fact that
(i) the 

  
 - 24 -









 
Holder or the beneficial owner of the Note is a domiciliary, national or resident of, or engages in business or maintains a permanent establishment or is physically present in, the Taxing
Jurisdiction requiring such deduction or withholding of Taxes, or otherwise has some connection with such Taxing Jurisdiction other than the holding or ownership of the relevant Note, or the collection of any payment of, or in respect of, the
principal of, or any interest on, any Notes, (ii) except in the case of a winding up of the Company in England the relevant Note is presented for payment in the United Kingdom, (iii) the relevant Note is presented for payment more than
thirty (30) days after the date payment became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting the same for payment at the close of such
thirty-day (30-day) period, (iv) the Holder or the beneficial owner of the relevant Note or the beneficial owner of any payment of (or in respect of) principal of, or any interest on such Note failed to make any necessary claim or to comply
with any certification, identification or other requirements concerning the nationality, residence, identity or connection with the Taxing Jurisdiction of such Holder or beneficial owner, if such claim or compliance is required by statute, treaty,
regulation or administrative practice of the Taxing Jurisdiction as a condition to relief or exemption from such Taxes, (v) such Taxes are imposed on a payment to an individual and are required to be made pursuant to the European Union
Directive on the taxation of savings income, adopted on June 3, 2003, or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) the relevant Note is presented for payment by, or on behalf of, a
Holder who would have been able to avoid such Taxes by presenting the relevant Note to another Paying Agent in a member state of the European Union or elsewhere or (vii) if such Taxes would not have been so imposed, or would have been excluded
pursuant to clauses (i) through (vii) above inclusive, if the beneficial owner of, or person ultimately entitled to obtain an interest in, such Notes had been the Holder of such Notes. Whenever in the Indenture there is mentioned, in any
context, the payment of the principal of, or any interest on, or in respect of any Note, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express
mention is not made. 
 (b) Any amounts to be paid by the Company or the Paying Agent on the Notes shall be paid net of any
deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of 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 (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. 
 (c) Any Paying
Agent shall be entitled to make a deduction or withholding from any payment which it makes under the Notes 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 Notes 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. 

  
 - 25 -









 ARTICLE VII 
 MISCELLANEOUS PROVISIONS 
 SECTION 7.01 Effectiveness. This Second
Supplemental Indenture shall become effective upon its execution and delivery. 
 SECTION 7.02 Original Issue. The Notes
may, upon execution of this Second Supplemental Indenture, be executed by the Company and delivered by the Company to the Trustee for authentication, and the Trustee shall, upon delivery of a Company Order, authenticate and deliver such Notes as in
such Company Order provided. 
 SECTION 7.03 Ratification and Integral Part. The Base Indenture as supplemented by this
Second Supplemental Indenture, is in all respects ratified and confirmed, including without limitation all the rights, immunities and indemnities of the Trustee, and this Second Supplemental Indenture shall be deemed an integral part of the Base
Indenture in the manner and to the extent herein and therein provided. 
 SECTION 7.04 Priority. This Second Supplemental
Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided. The provisions of this Second Supplemental Indenture shall, with respect to the Notes and subject to the terms hereof, supersede the
provisions of the Base Indenture to the extent the Base Indenture is inconsistent herewith. 
 SECTION 7.05 Successors and
Assigns. All covenants and agreements in the Base Indenture, as supplemented and amended by this Second Supplemental Indenture, by the Company shall bind its successors and assigns, whether so expressed or not. 

SECTION 7.06 Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 

  
 - 26 -









 SECTION 7.07 Governing Law. This Second Supplemental Indenture and the Notes shall be
governed by and construed in accordance with the laws of the State of New York, except for the subordination provisions in Section 5.01, which are governed by, and construed in accordance with, the laws of England and Wales. 

  
 - 27 -









 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed, all as of the day and year first above written. 
  

					
	BARCLAYS BANK PLC
		
	By:	 	 /s/ Steven Penketh

		 	Name:	 	Steven Penketh
		 	Title:	 	Managing Director, Treasury Execution Services
	
	THE BANK OF NEW YORK MELLON, LONDON
BRANCH
		
	By:	 	 /s/ N. Berkecz

		 	Name:	 	Natalie Berkecz
		 	Title:	 	Authorised Signatory


 Signature Page to the Second Supplemental 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. 
 BY PURCHASING THIS SECURITY, IN THE ABSENCE OF A CHANGE IN LAW OR AN ADMINISTRATIVE OR JUDICIAL RULING TO THE CONTRARY, THE HOLDER AGREES TO CHARACTERIZE THIS SECURITY FOR ALL U.S. FEDERAL INCOME TAX
PURPOSES AS PROVIDED ON THE FACE OF THIS SECURITY. 
 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 the Dated Subordinated Debt Securities Indenture, dated as of October 12, 2010 (the
“Base Indenture”), as supplemented by the Second Supplemental Indenture, dated as of April 10, 2013 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

 The rights of the Holder of this Security are, to the extent and in the manner set forth in Section 12.01 of the Base Indenture, as
amended by Section 5.01 of the Second Supplemental Indenture, subordinated to the claims of other creditors of the Company, and this Security is issued subject to the provisions of that Section 12.01 and that Section 5.01, and the
Holder of this Security, by accepting the same, agrees to, and shall be bound by, such provisions. The provisions of Section 12.01 of the Base Indenture, Section 5.01 of the Second Supplemental Indenture and the terms of this paragraph are
governed by, and shall be construed in accordance with, the laws of England and Wales. 
 The rights of the Holder of this Security are subject
to Section 2.08 of the Second Supplemental Indenture. Effective upon, and following, the occurrence of the Automatic Write-Down, the beneficial owners of this Security (and any interest therein) prior to the occurrence of such Automatic
Write-Down (the “Beneficial Owners”) shall not have any rights against the Company with respect to repayment of the principal amount of this Security that has not become due or the payment of interest on this Security for any period
from (and including) the Interest Payment Date falling immediately prior to the occurrence of such Automatic Write-Down. 
 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, (ii) the reduction of all, or a portion, of the principal
amount of, or interest on, the Securities and/or (iii) 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 (other
than in respect of each of the foregoing, payments of principal and interest that have become due and payable prior to the exercise of the U.K. Bail-In Power). The rights of the Holders and Beneficial Owners under the Securities are subject to the
provisions of any U.K. Bail-In Power which are expressed to implement such cancellation or conversion. 

  
 A-1










 Exhibit A 

 

 BARCLAYS BANK PLC 
 7.75% FIXED TO FIXED RATE CONTINGENT CAPITAL NOTES DUE APRIL 2023 CALLABLE APRIL 2018 
  

			
	No. [    ]	 	$500,000,000                    
		
		 	CUSIP NO. 06739FHK0
		 	ISIN NO. US06739FHK03

 BARCLAYS BANK 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 $500,000,000
(five hundred million Dollars) on April 10, 2023, except as otherwise provided herein, and to pay interest thereon, in accordance with the terms hereof. Interest shall accrue on the Security from (and including) April 10, 2013 or from (and
including) the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for prior to April 10, 2018 (the “Reset Date”), as the case may be, to (but excluding) the following Interest
Payment Date, at the rate of 7.75% per annum. Interest shall accrue on the Security from (and including) April 10, 2018 or from (and including) the most recent Interest Payment Date (as defined below) to which interest has been paid or
duly provided for after April 10, 2018, as the case may be, to (but excluding) the following Interest Payment Date, at the rate equal to the sum of the Mid Market Swap Rate (as defined below) on the Reset Determination Date and 6.833% per
annum. Interest shall be payable in two equal semi-annual installments in arrear on April 10 and October 10 of each year (each an “Interest Payment Date”), commencing on October 10, 2013, except as otherwise provided
herein, until the principal hereof is paid or made available for payment. 
 The Mid Market Swap Rate is the mid market
U.S. dollar swap rate Libor basis having a five-year maturity appearing on Bloomberg page “ISDA 01” (or such other page as may replace such page on Bloomberg, or such other page as may be nominated by the person providing or sponsoring the
information appearing on such page for purposes of displaying comparable rates) at 11:00 a.m. (New York time) on the Reset Determination Date, as determined by the Calculation Agent. If such swap rate does not appear on such page (or such other page
or service), the Mid Market Swap Rate shall instead be determined by the Calculation Agent on the basis of (i) quotations provided by the principal office of each of four major banks in the U.S. dollar swap rate market (which banks shall be
selected by the Calculation Agent in consultation with the Issuer no less than 20 calendar days prior to the Reset Determination Date) (the “Reference Banks”) of the rates at which swaps in U.S. dollars are offered by it at
approximately 11.00 a.m. (New York time) (or thereafter on such date, with the Calculation 

  
 A-2










 Exhibit A 

 

 
Agent acting on a best efforts basis) on the Reset Determination Date to participants in the U.S. dollar swap rate market for a five-year period and (ii) the arithmetic mean expressed as a
percentage and rounded, if necessary, to the nearest 0.001% (0.0005% being rounded upwards) of such quotations. If the Mid Market Swap Rate is still not determined on the Reset Determination Date in accordance with the foregoing
procedures, the Mid Market Swap Rate shall be the mid market U.S. dollar swap rate Libor basis having a five-year maturity that appeared on the most recent Bloomberg page “ISDA 01” (or such other page as may replace such page on Bloomberg,
or such other page as may be nominated by the person providing or sponsoring the information appearing on such page for purposes of displaying comparable rates) that was last available prior to 11.00 a.m. (New York time) on the Reset Determination
Date, as determined by the Calculation Agent. The “Reset Determination Date” is the second Business Day immediately preceding the Reset Date. 
 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. 
 The amount of interest which shall accrue hereon shall be computed and payable on the basis of two equal semi-annual
installments in arrear and, for any other period, computed 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 fifteenth (15th) calendar day preceding each Interest Payment Date (whether or
not a Business Day). 
 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, at the time that such repayment or payment, respectively, is otherwise scheduled to become due, 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 and the Group. 
 Any interest on this Security which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (“Defaulted Interest”) shall cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (a) or (b) below: 

(a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities (or their
respective Predecessor Securities) are registered at the close of business on a Special Record Date (as defined below) for the 

  
 A-3










 Exhibit A 

 

 
payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each
Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the
Trustee shall fix a special record date for the payment of such Defaulted Interest which shall be not more than fifteen (15) days and not less than ten (10) days prior to the date of the proposed payment and not less than ten
(10) days after the receipt by the Trustee of the notice of the proposed payment (“Special Record Date”). The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities in the manner set forth in Section 1.06 of the Base Indenture, not less than ten
(10) days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the
Securities (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (b). 

(b) The Company may make payment of any Defaulted Interest on the Securities in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause,
such manner of payment shall be deemed practicable by the Trustee. 
 The provisions of Section 3.07(a) of the Base
Indenture relating to Deferred Payments do not form part of the terms and conditions of this Security. 
 Payment of principal
of and interest on this Security 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 Base Indenture. Initially, the Paying Agent and the Dated Subordinated Debt Security Registrar for the Securities shall be The Bank of New York Mellon, London Branch, One Canada Square, London E14 5AL, United Kingdom. The
Company may change the Paying Agent or Dated Subordinated Debt Security Registrar without prior notice to the Holders of the Securities, and in such an event the Company may act as Paying Agent or Dated Subordinated Debt 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.


  
 A-4










 Exhibit A 

 

 This Security shall be governed by and construed in accordance with the laws of the
State of New York, except that the subordination provisions referred to herein and in Section 12.01 of the Base Indenture, as amended by Section 5.01 of the Second Supplemental Indenture, shall be governed by, and construed in accordance
with, the laws of England and Wales. 
 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. 

By purchasing this Security, the Holder of this Security agrees (in the absence of a statutory, regulatory, administrative or judicial
ruling to the contrary) to treat this Security as equity of the Company for U.S. federal income tax purposes. 

  
 A-5










 Exhibit A 

 

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

  

									
	Date: April 10, 2013	 		 	BARCLAYS BANK 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. 

 

							
	Date: April 10, 2013	 		 	 THE BANK OF NEW YORK MELLON, LONDON BRANCH
As Trustee

				
		 		 	By:	 	  

		 		 		 	Authorized Signatory

 Signature Page to Global Note 

  









 Exhibit A 

 

 (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 the Dated Subordinated Debt Securities Indenture, dated as of October 12, 2010 (herein called the “Base Indenture”), between the Company and The
Bank of New York Mellon, London Branch, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Base Indenture), as supplemented and amended by the Second Supplemental Indenture, dated as of
April 10, 2013 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and reference is hereby made to the Indenture 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 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 a principal amount of $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. 
 The
Securities of this series will constitute our direct, unsecured and subordinated obligations, ranking equally without any preference among themselves and ranking junior in right of payment to the payment of any of our existing and future senior
indebtedness. 
 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 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 a Taxing Jurisdiction to be deducted or withheld, the Company shall, subject to the exceptions and limitations set forth in Section 5.01 of the Second Supplemental Indenture, pay such additional amounts of, or in respect
of, the principal of, and 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. 

  
 A-7










 Exhibit A 

 

 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 (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.

 Subject to the limitations specified below, the Company may, at the Company’s option, redeem the Securities, in whole
but not in part, upon not less than thirty (30) days’ nor more than sixty (60) days’ notice to the Trustee and the Holders, on April 10, 2018 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) such date. 
 Subject to the limitations specified
below, the Company may, at the Company’s option, redeem the Securities, in whole but not in part, upon not less than thirty (30) days’ nor more than sixty (60) days’ notice to the Trustee and the Holders, 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 (i) the Company determines that for any reason the Securities are
fully excluded from the Group’s “Tier 2 Capital” within the meaning and for purposes of (1) the capital adequacy requirements of the PRA or (2) any other regulation, directive or other binding rules, standards or decisions
adopted by the institutions of the European Union (a “Regulatory Event”); provided, however, that the circumstance that entitles the Company to exercise such right of redemption of the Securities was not (in the
Company’s opinion) reasonably foreseeable on April 10, 2013. The notice provided to Holders in accordance with this paragraph (which notice shall be irrevocable) shall specify the date fixed for such redemption. Upon the expiry of the
notice period described above, the Company shall be bound to redeem the Securities accordingly. 

  
 A-8










 Exhibit A 

 

 Subject to the limitations specified below, the Company may, at the Company’s
option, redeem the Securities, in whole but not in part, upon not less than thirty (30) days’ nor more than sixty (60) days’ notice to the Trustee and the Holders, 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 any change in, or amendment to, the laws or regulations of a 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 (including, without limitation, (1) any failure to enact the U.K.
Finance Act 2013 or (2) any material amendment (whether at the time of enactment or thereafter) to the draft U.K. Finance Act 2013 published on December 11, 2012 relating to the taxation of Tier 2 Capital), including a decision of any
court or tribunal, which becomes effective on or after April 10, 2013 (and, in the case of a successor entity, which becomes effective on or after the date of that entity’s assumption of the Company’s obligations): (a) the
Company 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 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 April 10, 2013, 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 (i) the circumstance that entitles the
Company to exercise such right of redemption of the Securities was not in the Company’s opinion reasonably foreseeable on April 10, 2013 and (ii) in the case of each Tax Event, such obligation cannot be avoided by the Company taking
reasonable measures available to the Company. The notice provided to Holders in accordance with this paragraph (which notice shall be irrevocable) shall specify the date fixed for such redemption. Upon the expiry of the notice period described
above, the Company shall be bound to redeem the Securities accordingly. Any successor entity that assumes the obligations of the Company pursuant to Section 8.03 of the Base Indenture shall also be entitled to redeem the Securities in
accordance with this paragraph with respect to any change or amendment to, or change in the application or interpretation of the laws or regulations (including any treaty) of the successor entity’s jurisdiction of incorporation, which becomes
effective on or after the date of that entity’s assumption of the Company’s obligations. In any case where the Company shall determine that as a result of a Tax Event it is entitled to redeem the Securities, the Company shall be required
to deliver to the Trustee prior to the delivery of any notice of redemption 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 as a result of such Tax Event. 

  
 A-9










 Exhibit A 

 

 The Company may redeem the Securities at the Company’s option on April 10,
2018 or as a result of a Regulatory Event or a Tax Event only if the Company has obtained the PRA’s prior consent (as (and to the extent) required by applicable law and regulation) for the redemption of the relevant Securities in question.

 The Company may redeem the securities as a result of a Regulatory Event or a Tax Event prior to April 10, 2018 only
(1) if the circumstance that entitles the Company to exercise that right of redemption is the result of a change in the applicable tax treatment or regulatory classification of the Securities, as described above; and (2) if at the time of
the exercise of the right of redemption (and if and to the extent required at such time), the Company complies with the PRA’s main Pillar 1 rules applicable to the Company and other BIPRU firms (within the meaning of the PRA’s General
Prudential Sourcebook) and shall continue to do so after the redemption of the Securities. 
 In any case where Securities are
held through DTC, if a Capital Adequacy Trigger Event has occurred as of any Quarterly Financial Period End Date or Extraordinary Calculation Date, as the case may be, the Company shall deliver an Automatic Write-Down Notice to the Holders and the
Beneficial Owners via DTC and to the Trustee: (i) in the case of a Capital Adequacy Trigger Event that has occurred as of any Quarterly Financial Period End Date, on or within five (5) Business Days after the relevant Ordinary Reporting
Date; and (ii) in the case of a Capital Adequacy Trigger Event that has occurred as of any Extraordinary Calculation Date, on or as soon as practicable after such Extraordinary Calculation Date. 

The Company shall request that DTC post the Automatic Write-Down Notice on its Reorganization Inquiry for Participants System (or such
other system as DTC uses for providing notices to holders of securities). 
 The Company and the Trustee acknowledge that,
following the receipt of the Automatic Write-Down Notice by DTC and the commencement of the Suspension Period, all clearance and settlement of the Securities shall be suspended by DTC for the duration of the Suspension Period. On the Business Day
immediately following the expiration of the Suspension Period, the Automatic Write-Down shall occur. The Company shall take all reasonable endeavors to facilitate the implementation by DTC of the Automatic Write-Down. 

Effective upon, and following, the occurrence of the Automatic Write-Down, Holders and Beneficial Owners shall not have any rights
against the Company with respect to repayment of the principal amount of the Securities that has not become due or the payment of interest on the Securities for any period from (and including) the Interest Payment Date falling immediately prior to
the occurrence of such Automatic Write-Down. 

  
 A-10










 Exhibit A 

 

 By its acquisition of the Securities, each Holder and each Beneficial Owner shall be
deemed to have (i) consented to the Automatic Write-Down and acknowledged that the Automatic Write-Down of its Securities following a Capital Adequacy Trigger Event may occur without any further action on such Holder’s or Beneficial
Owner’s part and (ii) 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 Automatic
Write-Down without any further action or direction on the part of such Holder or Beneficial Owner. 
 In
any case where Securities are held in definitive form pursuant to Section 3.05 of the Base Indenture, if a Capital Adequacy Trigger Event has occurred as of any Quarterly Financial Period End Date or Extraordinary Calculation Date, as the case
may be, the Company shall deliver an Automatic Write-Down Notice (as amended to reflect that the Securities are no longer in global form or held through DTC) to the Trustee (and, if different, the Dated Subordinated Debt Security Registrar in
respect of the Securities) and to the Holders and Beneficial Owners: (i) in the case of a Capital Adequacy Trigger Event that has occurred as of any Quarterly Financial Period End Date, on or within five (5) Business Days after the
relevant Ordinary Reporting Date; and (ii) in the case of a Capital Adequacy Trigger Event that has occurred as of any Extraordinary Calculation Date, on or as soon as practicable after such Extraordinary Calculation Date. On the Business Day
on which such notice is received by the Trustee or on the Business Day immediately following such receipt, the Trustee and any Dated Subordinated Debt Security Registrar, if applicable, shall cease to register any attempted transfer of any
Securities held in definitive form by a Holder or Beneficial Owner. On the sixth (6th) Business Day following receipt of the Automatic Write-Down Notice by the Trustee and any Dated Subordinated Debt Security Registrar, if applicable, the Automatic Write-Down shall occur. 

Effective upon, and following, the occurrence of the Automatic Write-Down, Holders and Beneficial Owners shall not have any rights
against the Company with respect to repayment of the principal amount of the Securities that has not become due or the payment of interest on the Securities for any period from (and including) the Interest Payment Date falling immediately prior to
the occurrence of such Automatic Write-Down. 
 By its acquisition of the Securities, each Holder and each Beneficial Owner
shall be deemed to have (i) consented to the Automatic Write-Down and acknowledged that the Automatic Write-Down of its Securities held in definitive form following a Capital Adequacy Trigger Event may occur without any action on such
Holder’s or Beneficial Owner’s part and (ii) authorized, directed and requested the Trustee, the Dated Subordinated Debt Security Registrar, if applicable, and any 

  
 A-11










 Exhibit A 

 

 
intermediary through which it holds the Securities to take any and all necessary action, if required, to implement the Automatic Write-Down without any further action or direction on the part of
such Holder or Beneficial Owner. 
 Once the Company has delivered an Automatic Write-Down Notice following the occurrence of a
Capital Adequacy Trigger Event, (i) the Holders and Beneficial Owners shall have no rights whatsoever under the Indenture or the Securities to instruct the Trustee to take any action whatsoever and (ii) as of the date of the Automatic
Write-Down Notice, except for any indemnity and/or security provided by any Holder or by any Beneficial Owner in such direction or related to such direction, any direction previously given to the Trustee by any Holders or by any Beneficial Owners
shall cease automatically and shall be null and void and of no further effect; except in each case of (i) and (ii) of this paragraph, with respect to any rights of Holders or Beneficial Owners with respect to any payments under the
Securities that were due and payable prior to the date of the Automatic Write-Down Notice or unless the Trustee is instructed by the Company to act otherwise. 
 In the event that (i) a court of competent jurisdiction in England (or such other jurisdiction in which the Company is organized) issues an order, or an effective shareholders’ resolution is
validly adopted for the winding-up of the Company or (ii) following the appointment of an administrator of the Company, the administrator gives notice that it intends to declare and distribute a dividend, and in each such case a Capital
Adequacy Trigger Event has not occurred as of the date of such order or the date of such resolution or notice, no subsequent Capital Adequacy Trigger Event shall occur or be deemed to occur. In the event that (i) a court of competent
jurisdiction in England (or such other jurisdiction in which the Company is organized) issues an order, or an effective shareholders’ resolution is validly adopted, for the winding up of the Company or (ii) following the appointment of an
administrator of the Company, the administrator gives notice that it intends to declare and distribute a dividend, in each such case after the occurrence of a Capital Adequacy Trigger Event but prior to the occurrence of the Automatic Write-Down,
such Capital Adequacy Trigger Event shall be deemed not to have occurred, and the Company shall enter into appropriate arrangements with DTC (or make alternative arrangements) to preserve the rights of the Holders and Beneficial Owners of the
Securities in relation to such winding-up or dividend. 
 The Company intends to secure the termination of any listing of the
Securities on any stock exchange if the Automatic Write-Down occurs. 
 All authority conferred or agreed to be conferred by
each Holder and Beneficial Owner pursuant to Section 2.08 of the Second Supplemental Indenture, 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. 

  
 A-12










 Exhibit A 

 

 The Trustee shall not be liable with respect to (i) the calculation or accuracy of
the CET1 Ratio in connection with the occurrence of a Capital Adequacy Trigger Event and the timing of such Capital Adequacy Trigger Event, (ii) the failure of the Company to post or deliver the underlying CET1 Ratio calculations of a Capital
Adequacy Trigger Event to DTC, the Holders or the Beneficial Owners, (iii) any aspect of the Company’s decision to deliver an Automatic Write-Down Notice or the related Automatic Write-Down or (iv) the adequacy of the disclosure of
these provisions in the Prospectus Supplement or for the direct or indirect consequences thereof. 
 By its acquisition of the
Securities, each Holder and each Beneficial Owner (i) agrees to all of the terms and conditions of the Securities, including, without limitation, those related to the occurrence of a Capital Adequacy Trigger Event and any related Automatic
Write-Down, (ii) agrees that effective upon, and following, the occurrence of the Automatic Write-Down, other than with respect to payments that have become due and payable prior to such Automatic Write-Down, no amount shall be due and payable
to the Holders and the Beneficial Owners under the Securities, and the Holders and the Beneficial Owners shall not have the right to give a direction to the Trustee with respect to the Capital Adequacy Trigger Event and any related Automatic
Write-Down and (iii) waives, to the extent permitted by the Trust Indenture Act, any claim against the Trustee arising out of its acceptance of its trusteeship for the Securities, including, without limitation, claims related to or arising out
of or in connection with a Capital Adequacy Trigger Event and/or the Automatic Write-Down. 
 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 (other than in respect of each of the
foregoing, payments of principal and interest that have become due and payable prior to the exercise of the U.K. Bail-In Power), and the rights of the Holders and Beneficial Owners under the Securities are subject to the provisions of any U.K.
Bail-In Power which are expressed to implement such a cancellation or conversion. 
 By its acquisition of the Securities, each
Holder and Beneficial Owner acknowledges and agrees that (i) 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. 

  
 A-13










 Exhibit A 

 

 
resolution authority with respect to the Securities, and (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 of the Securities under Section 3.04 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 Issuer and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the
Second Supplemental Indenture. 
 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 related to the Automatic Write-Down and the U.K. Bail-In Power. 

By its acquisition of the Securities, each Holder and Beneficial Owner shall be deemed to have 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. 
 An “Event of Default”
with respect to the Securities shall result if (i) a court of competent jurisdiction in England (or such other jurisdiction in which the Company may be organized) makes an order for the winding up of the Company which is not successfully
appealed within thirty (30) days of the making of such order, or (ii) the shareholders of the Company adopt an effective resolution for the winding up of the Company (other than, in the case of either (i) or (ii) above, under or
in connection with a scheme of reconstruction, merger or amalgamation not involving a bankruptcy or insolvency). 
 A
“Default” with respect to the Securities shall result if the Company does not pay any installment of interest upon, or any part of the principal of any Securities on the date on which the payment is due and payable, whether upon redemption
or otherwise, and the failure continues for fourteen (14) days. 
 If an Event of Default or Default occurs and is
continuing, and such Event of Default or Default has neither been cured nor waived within a period of fourteen (14) days following the provision of notice of such Event of Default or Default to the


  
 A-14










 Exhibit A 

 

 
Company from the Trustee, the Trustee may at its discretion and without further notice to the Company institute proceedings in England (or such other jurisdiction in which the Company may be
organized) (but not elsewhere) for the winding up of the Company. 
 Failure to make any payment in respect of the Securities
shall not be a Default if the payment is withheld or refused either: (i) in order to comply with any fiscal or other law or regulation or with the order of any court of competent jurisdiction, in each case applicable to such payment; or
(ii) in case of doubt as to the validity or applicability of any such law, regulation or order, in accordance with advice given as to such validity or applicability at any time before the expiry of the fourteen-day (14-day) period by
independent legal advisers acceptable to the Trustee. In this case, however, the Trustee may, by notice to the Company, require the Company to take action, including proceedings for a court declaration, to resolve the doubt, if counsel advises it
that the action is appropriate and reasonable. In this situation, the Company shall take the action promptly and be bound by any final resolution of the doubt. If the action results in a determination that the Company can make the relevant payment
without violating any law, regulation or order, then the payment shall become due and payable on the expiration of the fourteen-day (14-day) period after the Trustee gives the Company written notice informing the Company of the determination.

 Subject to applicable law and unless the Securities provide otherwise, claims in respect of any Securities may not be set
off, or be the subject of a counterclaim, by the Holder against or in respect of any of its obligations to the Company, and every Holder waives, and shall be treated for all purposes as if it had waived, any right that it might otherwise have to
set-off, or to raise by way of counterclaim any of its claims in respect of any Securities, against or in respect of any of its obligations to the Company. No Holder shall be entitled to proceed directly against the Company unless the Trustee has
become bound to proceed but fails to do so within a reasonable period and the failure is continuing. 
 Other than the limited
remedies specified in Section 3.02(b) of the Second Supplemental Indenture, on the occurrence of a Default or an Event of Default which is continuing, no remedy against the Company shall be available to the Trustee or the Holders of the
Securities whether for the recovery of amounts owing in respect of such Securities or under the Indenture in relation thereto or in respect of any breach by the Company of any of its other obligations under or in respect of the Securities or under
the Indenture in relation thereto, save that the Trustee shall have such powers as are required to be authorized to it under the Trust Indenture Act in respect of the rights of the Holders of the Securities in response to such Event of Default or
Default under the provisions of the Indenture, and provided that any payments are subject to the subordination provisions set forth in Section 12.01 of the Base Indenture and Section 5.01 of the Second Supplemental Indenture. 

  
 A-15










 Exhibit A 

 

 No recourse for the payment of the principal of, or interest on, any Security, or for
any claim based thereon or otherwise in respect thereof and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture, or in any Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, past, present or future, of the Company or of any successor corporation of the Company, either directly or through the Company or any successor corporation of the Company,
whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, it being expressly understood that to the extent lawful all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of the Second Supplemental Indenture and the issue of the Securities. 

In the event that a Default has occurred and the Trustee has instituted proceedings in England (or such other jurisdiction in which the
Company may be organized) (but not elsewhere) for the winding up of the Company, then if a Suspension Period shall commence prior to the making of an order by a court of competent jurisdiction for the winding up of the Company, the Trustee shall
cease such proceedings and, notwithstanding Section 5.12 of the Base Indenture, any direction by Holders and by Beneficial Owners under the Second Supplemental Indenture to the Trustee in respect of such proceedings shall cease automatically
and shall be null and void and of no further effect, except with respect to any indemnity and/or security given to the Trustee by the Holders and by Beneficial Owners in any such direction or related to such direction. To the extent set forth in
Section 6.01 of the Base Indenture, the Trustee shall not be liable to any Holder or Beneficial Owner in respect of the cessation of such proceedings or the termination of the effectiveness of any such direction, and any indemnity and/or
security given to the Trustee by the Holders and by Beneficial Owners in any such direction or related to such direction shall continue to be in full force and effect and shall be unaffected by the cessation of such proceedings or the termination of
the effectiveness of any such direction in accordance with this paragraph. 
 Notwithstanding Section 5.12 of the Base
Indenture, in the event that a Default has occurred and the Trustee receives a direction from Holders and Beneficial Owners to institute proceedings in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere)
for the winding up of the Company, then if a Suspension Period shall commence before the Trustee shall have instituted such proceedings, the Trustee is hereby directed not to, and shall not be required to, initiate such proceedings and, to the
extent set forth in Section 6.01 of the Base Indenture, shall not be liable to any Holder or to any Beneficial Owner in respect of not having commenced such proceedings. 
 For the avoidance of doubt, the rights of Holders and Beneficial Owners in respect of any payment that has become due and payable prior to the Automatic Write-Down shall not be affected by the provisions
of Section 3.02(g) of the Second 

  
 A-16










 Exhibit A 

 

 
Supplemental Indenture and furthermore, notwithstanding Section 5.12 of the Base Indenture, effective upon, and following, the commencement of any Suspension Period, the Trustee shall not be
required to accept directions from Holders or from Beneficial Owners other than in respect of action limited solely to pursuing any such payment. 
 As provided in Section 2.08(d) of the Second Supplemental Indenture, and for the avoidance of doubt, if, pursuant to such Section 2.08(d), a Capital Adequacy Trigger Event shall be deemed not to
have occurred, the rights of Holders and of Beneficial Owners under Section 3.02 of the Second Supplemental Indenture shall be as if no such Capital Adequacy Trigger Event had occurred. 

The Company covenants and agrees, and each Holder of the Securities, by his acceptance hereof, likewise covenants and agrees, that to the
extent and in the manner set forth in Article Twelve of the Base Indenture and Section 5.01 of the Second Supplemental Indenture, the Securities and the payment of the principal of and interest or other amounts (including any damages or other
payments awarded for breach of any obligations thereunder), if any, on each and all of the Securities are hereby expressly made subordinate and constitute subordinated obligations of the Company insofar as that on a winding up or administration of
the Company the rights of each Holder of the Securities are to be postponed to the claims of the Senior Creditors. Accordingly, no amount shall be payable to the Holders of the Securities until the claims of the Senior Creditors have been satisfied
or provided for in full. Any amounts in respect of the Securities (including any damages or other payments awarded for breach of any obligations thereunder) paid to the Trustee in the winding up of the Company shall be held by the Trustee subject to
the following paragraph. 
 In the event of the winding up or administration of the Company, the claims of the Trustee (on
behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company in respect of such Securities (including any damages or other
payments awarded for breach of any obligations thereunder) shall (a) be subordinated to the claims of all Senior Creditors (the “Dated Debt Senior Claims”); (b) rank at least pari passu with the claims of Holders of
all other dated subordinated obligations of the Company and other securities of the Company which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (c) rank senior to the
Company’s ordinary shares, preference shares and any junior subordinated obligations or other securities of the Company which by law rank, or by their terms are expressed to rank, junior to the Securities. In the event of the winding up or
administration of the Company, any amounts in respect of the Securities paid to the Holders of such Securities or to the Trustee (including any damages or other payments awarded for breach of any obligations thereunder) shall be held by such Holders
or the Trustee upon trust to be applied in the following order: (i) to the amounts due to the Trustee in or about the execution of the trusts of the Indenture; (ii) in payment of all Dated Debt Senior Claims


  
 A-17










 Exhibit A 

 

 
outstanding at the commencement of, or arising solely by virtue of, the winding up of the Company to the extent that such claims shall be admitted in the winding up and shall not be satisfied out
of the other resources of the Company; and (iii) in payment of the Securities; provided that the obligation pursuant to clause (ii) may be performed by the Trustee paying to the liquidator of the Company (the
“Liquidator”) the amount to be so applied on terms that the Liquidator shall distribute and pay the same to the Senior Creditors, in which event the receipt by the Liquidator of such amount shall be a good discharge to the Trustee
and the Trustee shall not be bound to supervise or be in any way responsible for such distribution or payment. The Trustee shall be entitled and is hereby authorized to call for a certificate from the Liquidator as to the amount of the Dated Debt
Senior Claims and the amounts of the Dated Debt Senior Claims which shall not have been satisfied in full out of the other resources of the Company (if any) and the persons entitled thereto and their respective entitlements. Any such certificate
shall, absent manifest error, be conclusive and binding on the Trustee, the Holders of the Securities and all depositors and other creditors of the Company, all holders or beneficiaries (or the trustee(s) for such holders or beneficiaries) of
securities of the Company ranking pari passu with the Securities and all Senior Creditors. Nothing in this paragraph shall affect or prejudice the payment of the costs, charges, expenses, liabilities or remuneration of the Trustee or the
rights and remedies of the Trustee in respect thereof. 
 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 a majority 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 Events of Default or 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 or 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 or Default as Trustee and 

  
 A-18










 Exhibit A 

 

 
offered to the Trustee reasonable indemnity 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, and, in the case of a proceeding in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding-up of the Company, such proceeding is in the name and on behalf of the Trustee to the
same extent (but no further or otherwise) as the Trustee would have been entitled so to do. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or interest hereon
on or after the respective due dates expressed or provided for herein. 
 No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, as herein
provided. 
 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is
registrable in the Dated Subordinated 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 Dated Subordinated 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. 

  
 A-19










 Exhibit A 

 

 This Security and the Indenture shall be governed by and construed in accordance with
the laws of the State of New York, except that the subordination provisions referred to herein and in Section 12.01 of the Base Indenture and Section 5.01 of the Second Supplemental Indenture shall be governed by and construed in
accordance with the laws of England and Wales. 

  
 A-20









 Exhibit B 
 Form of Automatic Write-Down Notice1 
 NOTICE TO DTC AND FOR PUBLICATION 
 AS A NOTICE TO HOLDERS AND BENEFICIAL
OWNERS 
 [Barclays Letterhead] 
  

					
	To:	  	 The Depository Trust Company

55 Water Street, 25th Floor
 New York, NY
10041-0099
 Attn: Mandatory Reorganization Department
 Fax: +1 (212) 855-5488
 Email: mandatoryreorgannouncements@dtcc.com
	  	
			
	Cc:	  	 [The Bank of New York Mellon

101 Barclay Street
 New York, New York
10286
 United States of America
 Attn:
Corporate Trust Administration
 Fax: +1 (212) 815-5915]
  

BNY Corporate Trustee Services Limited
 One
Canada Square
 London E14 5AL
 United
Kingdom
 Attn: Corporate Trust Administration
 Fax: +44 207 964 2536
 Email: corpsovukandire@bnymellon.com]
	  	 [The Bank of New York Mellon, London Branch
 One Canada Square
 London E14 5AL
 United Kingdom
 Attn: Corporate Trust Administration

Fax: +44 207 964 2536
 Email:
corpsovukandire@bnymellon.com]


 Re: Barclays Bank PLC $1,000,000,000 7.75% Fixed to Fixed Rate Contingent Capital Notes due April 2023 Callable April
2018 (CUSIP: 06739FHK0, ISIN: US06739FHK03) – Notice to DTC, Holders and Beneficial Owners of the Occurrence of a Capital Adequacy Trigger Event 
 This notice is in relation to Barclays Bank PLC’s $1,000,000,000 7.75% Fixed to Fixed Rate Contingent Capital Notes due April 2023 Callable April 2018 (CUSIP: 06739FHK0, ISIN: US06739FHK03) issued on
April 10, 2013 (the “Notes”) pursuant to the Dated Subordinated Debt Securities Indenture, dated October 12, 2010, between Barclays Bank PLC and The Bank of New York Mellon, as Trustee, as supplemented by the Second Supplemental
Indenture, dated April 10, 2013 (together, the “Indenture”) and pursuant to the prospectus supplement dated April 3, 2013, supplementing the prospectus dated August 31, 2010 (together, the “Prospectus”).
Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture. 

 

	1 	Note: Addresses to be reconfirmed prior to when notice is sent; subject to modification if Notes are in definitive form. 


  
 B-1










 Exhibit B 

 

 Barclays Bank PLC hereby notifies The Depository Trust Company (“DTC”) and the Holders and
Beneficial Owners of the Notes that a Capital Adequacy Trigger Event has occurred with respect to the Notes. Such Capital Adequacy Trigger Event has occurred because the Group’s CET1 Ratio as of [Date], as calculated by Barclays PLC on a
consolidated basis in accordance with the capital adequacy standards and guidelines of the Financial Services Authority of the United Kingdom (or such other governmental authority having primary responsibility for the prudential supervision of
Barclays Bank PLC) on such date, was less than 7.00%. The terms of the Notes provide, upon the occurrence of the Capital Adequacy Trigger Event, for the Automatic Write-Down of the full principal amount of the Notes to zero and the cancellation of
the Notes on the business day immediately following the expiration of the Suspension Period, and, in connection therewith, such Holders and Beneficial Owners will no longer have an interest in the Notes as described in the Prospectus. 

Accordingly, Barclays Bank PLC hereby instructs DTC to commence the Suspension Period by implementing a “chill” on the
clearance and settlement of the Notes within DTC, which shall last for a period of five (5) business days (or such other period as DTC shall determine in accordance with its rules and procedures). Such “chill” shall become effective
on the business day immediately following the date on which this notice is received by DTC; except that such “chill” may become effective on the second (2nd) business day immediately following the date on which this notice is received by DTC, if DTC so determines in its
discretion in accordance with its rules and procedures. As described in the Prospectus, Holders and Beneficial Owners will not be able to settle the transfer of any Notes during this “chill” period, and any sale or other transfer of the
Notes that a Holder or Beneficial Owner may have initiated prior to the commencement of this “chill” period that is scheduled to settle during this “chill” period will be rejected by DTC and will not be settled within DTC.

 Further, under the terms of the Notes, DTC is instructed to write-down all participants’ positions held in the Notes in accordance with
the following sentence and, as set forth in the Prospectus, the Holders and Beneficial Owners shall lose their entire investment in the Notes and have no further rights with respect to the repayment of the principal amount of the Notes or the
payment of any interest payment on such Notes for any period from (and including) the interest payment date falling immediately prior to the occurrence of the Automatic Write-Down. On the business day immediately following the expiration of the
Suspension Period, Barclays Bank PLC hereby instructs DTC to write-down the full principal amount of the Notes to zero and to cancel the Notes. Upon cancellation of the Notes, the Notes shall become null, void and worthless. 

Barclays Bank PLC further requests DTC to post this notice on its Reorganization Inquiry for Participants System (or such other system as DTC uses for
providing notices to holders of securities). 

  
 B-2










 Exhibit B 

 

 Should DTC, any holders or beneficial owners of the Notes have any inquiries, please contact:

 [Barclays Contact Person] 

[Telephone] 
 [Fax] 

[Email] 

  
 B-3









 Exhibit C 
 Form of Capital Adequacy Trigger Event Officers’ Certificate 

BARCLAYS BANK PLC 

Capital Adequacy Trigger Event Officers’ Certificate 
 This Capital Adequacy Trigger Event Officers’ Certificate is being delivered in relation to Barclays Bank PLC’s (the “Bank”) $1,000,000,000 7.75% Fixed to Fixed Rate Contingent Capital
Notes due April 2023 Callable April 2018 (CUSIP: 06739FHK0, ISIN: US06739FHK03) issued on April 10, 2013 (the “Notes”) pursuant to the Dated Subordinated Debt Securities Indenture (the “Base Indenture”), dated
October 12, 2010, between the Bank and The Bank of New York Mellon, as Trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture, dated April 10, 2013 (the “Second Supplemental Indenture”), and
pursuant to the prospectus supplement dated April 3, 2013, supplementing the prospectus dated August 31, 2010 (together, the “Prospectus”). 
 Pursuant to Section 1.02 of the Base Indenture and Section 2.08 of the Second Supplemental Indenture, the undersigned, being authorized signatories of the Bank and authorized by the Bank to give
this certificate, each hereby certify as follows: 
  

	(a)	I have read the provisions of the Base Indenture and those of the Second Supplemental Indenture, setting forth certain provisions in respect of the occurrence of a
Capital Adequacy Trigger Event (as defined in the Second Supplemental Indenture), including Section 2.08 of the Second Supplemental Indenture, and the definitions relating thereto; 


 

	(b)	I have reviewed such corporate records and such other documents as I have deemed necessary as a basis for the opinion hereinafter expressed; 


 

	(c)	I have also made such other examinations and investigations as I have deemed necessary to enable me to express an informed opinion as to the matters set forth in
(d) below; and 

  

	(d)	a Capital Adequacy Trigger Event has occurred with respect to the Notes. Such Capital Adequacy Trigger Event has occurred because the Group’s (as defined in the
Second Supplemental Indenture) CET1 Ratio (as defined in the Second Supplemental Indenture) as of [Date], as calculated by Barclays PLC on a consolidated basis in accordance with the capital adequacy standards and guidelines of the Financial
Services Authority of the United Kingdom (or such other governmental authority having primary responsibility for the prudential supervision of Barclays Bank PLC) on such date, was less than 7.00%. 


Concurrently with the delivery of this Capital Adequacy Trigger Event Officers’ Certificate, the Bank is delivering to The Depository Trust Company
(“DTC”) an Automatic Write-Down Notice (as defined in the Second Supplemental Indenture) as a notice to DTC and for publication as a notice to Holders (as defined in the Base Indenture) and Beneficial Owners (as defined in the Second
Supplemental Indenture) in the form set forth in Exhibit B to the Second Supplemental Indenture. 

  
 C-1










 Exhibit C 

 

 The Trustee is entitled to conclusively rely on and accept this Capital Adequacy Trigger Event
Officers’ Certificate without any duty whatsoever of further inquiry as sufficient and conclusive evidence of the occurrence of the Capital Adequacy Trigger Event, and this Capital Adequacy Trigger Event Officers’ Certificate shall be
conclusive and binding on the Trustee and the Holders as defined in the Base Indenture) and Beneficial Owners (as defined in the Second Supplemental Indenture). 
  

			
	 Dated: [—]

		
	 By:
	 	  

		 	 Name:

		 	 Title:

		
	 By:
	 	  

		 	 Name:

		 	 Title:



  
 C-2