EX-4.2



 Exhibit 4.2 

BARCLAYS PLC 
 Officer’s
Certificate 
 In connection with the issuance of $1,500,000,000 aggregate principal amount of 3.684% Fixed Rate Senior Notes due 2023
(the “2023 Notes”), $1,250,000,000 aggregate principal amount of 4.337% Fixed Rate Senior Notes due 2028 (the “2028 Notes”), $1,500,000,000 aggregate principal amount of 4.950% Fixed Rate Senior Notes due 2047 (the “2047
Notes” and, together with the 2023 Notes and the 2028 Notes, the “Fixed Rate Notes”) and $750,000,000 aggregate principal amount of Floating Rate Senior Notes due 2023 (the “Floating Rate Notes” and together with the Fixed
Rate Notes, the “Securities”) of Barclays PLC (the “Company”), I, Miray Muminoglu, hereby certify pursuant to Sections 1.02, 3.01 and 3.03 of the Senior Debt Securities Indenture (the “Indenture”), dated as of
November 10, 2014, between the Company and The Bank of New York Mellon acting through its London Branch, as Trustee (the “Trustee”), in connection with the request contained in the accompanying Authentication Order of an even date
herewith (the “Authentication Order”) that the Trustee authenticate and deliver the Securities as therein provided, as follows: 

1. I have read the conditions and any applicable covenants provided for in the Indenture relating to the issuance and authentication and
delivery of the Securities, including Sections 1.02, 2.01, 3.01 and 3.03 thereof, and in respect of compliance with which this certificate is being delivered, and the definitions in the Indenture relating thereto; 

2. The statements contained in this Certificate are based on my review of the Authentication Order and (i) the minutes of a meeting of
the board of directors of the Company (the “Board”) held on December 12, 2013, (ii) the minutes of a meeting of the Board held on December 12, 2013, as amended by resolutions of the Board adopted at a meeting held on
June 19, 2014, (iii) the approval of the Group Finance Director and the written resolutions of the Treasury Committee of the Company passed on May 1, 2014 and June 13, 2014 and (iv) the minutes of a meeting of the Board held on
December 15, 2016 and pursuant to such resolutions, minutes and approval, I hereby confirm that the form and terms of each of the Fixed Rate Notes (as set forth in Annex A-1 and Annex A-3) and the form and terms of the Floating Rate Notes (as set forth in Annex A-2 and Annex A-3) were
established in conformity with the provisions of the Indenture; 
 3. In my opinion, I have made such examination and investigation as is
necessary to enable me to express an informed opinion as to whether or not such conditions and any applicable covenants have been complied with; and 

  
 -1- 








 4. I am of the opinion that such conditions and any applicable covenants, and all conditions
precedent provided for in the Indenture relating to the request contained in the Authentication Order that the Trustee authenticate and deliver the Securities as therein provided, have been complied with and the form and terms of the Securities have
been established in conformity with the provisions of the Indenture. 

  
 -2- 








 Dated: January 10, 2017 

 

			
		 	 /s/ Miray Muminoglu

	Name:	 	Miray Muminoglu
	Title:	 	Director, Capital Markets Execution


 Signature Page to Officer’s Certificate pursuant to 1.02, 3.01 and 3.03 of the Indenture 








 Annex A-1 

Form, Price and Terms of the Fixed Rate Notes 

 

			
	Title of the Fixed Rate Notes:	    	 3.684% Fixed Rate Senior Notes due 2023.
  

4.337% Fixed Rate Senior Notes due 2028.
  

4.950% Fixed Rate Senior Notes due 2047.

		
	Issue Price:	    	 100% of principal amount (for the 2023 Notes).
  

100% of principal amount (for the 2028 Notes).
  

99.907% of principal amount (for the 2047 Notes).

		
	Aggregate Principal Amount:	    	 $1,500,000,000 (for the 2023 Notes).
  

$1,250,000,000 (for the 2028 Notes).
  

$1,500,000,000 (for the 2047 Notes).

		
	Maturity Date:	    	 January 10, 2023 (for the 2023 Notes).
  

January 10, 2028 (for the 2028 Notes).
  

January 10, 2047 (for the 2047 Notes).

		
	Interest Rate:	    	 3.684% (for the 2023 Notes),
  

4.337% (for the 2028 Notes),
  

4.950% (for the 2047 Notes),
  

per annum, accruing from January 10, 2017.




  
 A-1-1 









			
		
	Interest Payment Dates:	    	Every January 10 and July 10 in each year, commencing on July 10, 2017 and ending on the Maturity Date for such Fixed Rate Notes; provided that if any Interest Payment Date would fall on a day that is not a
Business Day (as defined below), the Interest Payment Date will be postponed to the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled Interest Payment Date.
		
	Day Count:	    	30/360, Following, Unadjusted
		
	Form of Fixed Rate Notes:	    	Each of the 2023 Notes, the 2028 Notes and the 2047 Notes will be issued in the form of global notes that will be deposited with The Depository Trust Company on the closing date. Each global note will be registered in the name of
Cede & Co. and executed and delivered in substantially the form attached hereto as Exhibit A.



  
 A-1-2 








 Annex A-2 

Form, Price and Terms of the Floating Rate Notes 

 

			
	Title of the Floating Rate Notes:	    	Floating Rate Senior Notes due 2023.
		
	Issue Price:	    	100% of principal amount.
		
	Aggregate Principal Amount of Floating Rate Notes:	    	$750,000,000.
		
	Maturity Date:	    	January 10, 2023.
		
	Interest Rate:	    	The Interest Rate for the first Interest Period will be equal to the three-month U.S. dollar London Interbank Offered Rate (“LIBOR”), as determined on January 6, 2017, plus the Margin (as defined below). Thereafter,
the Interest Rate for any Interest Period will be LIBOR, as determined on the applicable Interest Determination Date, plus the Margin. The Interest Rate will be reset quarterly on each Interest Reset Date.
		
	Margin:	    	The “Margin” is 1.625% per annum.
		
	Interest Payment Dates:	    	Every January 10, April 10, July 10 and October 10 in each year, commencing on April 10, 2017 and ending on the Maturity Date, provided that if any Interest Payment Date (other than the Maturity Date
for such Floating Rate Notes) is not a Business Day (as defined below), the Interest Payment Date shall be postponed to the next succeeding Business Day, except that if that Business Day falls in the next succeeding calendar month, the Interest
Payment Date will be the immediately preceding Business Day.



  
 A-2-1 









			
		
	Interest Reset Dates:	    	Every January 10, April 10, July 10 and October 10 in each year, commencing on April 10, 2017; provided that the Interest Rate in effect from (and including) January 10, 2017 to, but excluding,
the first Interest Reset Date will be the initial Interest Rate. If any Interest Reset Date would fall on a day that is not a Business Day, the Interest Reset Date will be postponed to the next succeeding Business Day, except that if that Business
Day falls in the next succeeding calendar month, the Interest Reset Date will be the immediately preceding Business Day.
		
	Interest Periods:	    	The period beginning on, and including, an Interest Payment Date and ending on, but not including, the next succeeding Interest Payment Date; provided that the first Interest Period will begin on and include January 10,
2017 and will end on but not include April 10, 2017.
		
	Interest Determination Dates:	    	 The Interest Determination Date for the first Interest Period will be January 6, 2017 and the Interest Determination Date for each
succeeding Interest Period will be on the second London Banking Day preceding the applicable Interest Reset Date.
  

“London Banking Day” means any day on which dealings in U.S. dollars are transacted in the London interbank market.

		
	Day Count:	    	Actual/360, Modified Following, Adjusted.
		
	Calculation Agent:	    	The Bank of New York Mellon acting through its London Branch, or its successor appointed by the Company.



  
 A-2-2 









			
	Calculation of LIBOR:	    	 LIBOR will be determined by the Calculation Agent in accordance with the following provisions:

 
 (1) With respect to any Interest Determination Date, LIBOR will be the rate (expressed as
a percentage per annum) for deposits in U.S. dollars having a maturity of three months commencing on the related Interest Reset Date that appears on Reuters Page LIBOR01 as of 11:00 a.m., London time, on that Interest Determination Date. If no such
rate appears, then LIBOR, in respect of that Interest Determination Date, will be determined in accordance with the provisions described in (2) below; and
  

(2) With respect to an Interest Determination Date on which no rate appears on Reuters Page LIBOR01, the Calculation Agent will request the principal London
offices of each of four major reference banks in the London interbank market (which may include affiliates of the underwriters), as selected and identified by us, to provide its offered quotation (expressed as a percentage per annum) for deposits in
U.S. dollars for the period of three months, commencing on the related Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that Interest Determination Date and in a principal amount that is
representative for a single transaction in U.S. dollars in that market at that time. If at least two quotations are provided, then LIBOR on that Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two
quotations are provided, then LIBOR on the Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the City of New York, on the Interest Determination Date by three major banks in The City of New
York (which may include affiliates of the underwriters) selected and identified by us for loans in U.S. dollars to leading European banks, for a period of three months,




  
 A-2-3 









			
		    	 commencing on the related Interest Reset Date, and in a principal amount that is representative for a single transaction in U.S. dollars in
that market at that time. If at least two such rates are so provided, LIBOR on the Interest Determination Date will be the arithmetic mean of such rates. If fewer than two such rates are so provided, LIBOR on the Interest Determination Date will be
LIBOR in effect with respect to the immediately preceding Interest Determination Date.
  

“Reuters Page LIBOR01” means the display that appears on Reuters Page LIBOR01 or any page as may replace such page on such service (or any successor
service) for the purpose of displaying London interbank offered rates of major banks for U.S. dollars.

		
	Form of Floating Rate Notes:	    	The Floating Rate Notes will be issued in the form of global notes that will be deposited with The Depository Trust Company on the closing date. Each global note will be registered in the name of Cede & Co. and executed and
delivered in substantially the form attached hereto as Exhibit B.



  
 A-2-4 








 Annex A-3 

Terms applying to each of the Fixed Rate Notes and the Floating Rate Notes 

 

			
	Issue Date of Securities:	    	January 10, 2017.
		
	Payment of Principal:	    	If the Maturity Date or the date of redemption or repayment would fall on a day that is not a Business Day, the payment of interest and principal and/or any amount payable upon redemption of the relevant Securities will be made on
the next succeeding Business Day, but interest on that payment will not accrue during the period from and after such Maturity Date or date of redemption or repayment.
		
	Ranking:	    	The ranking of the Securities shall be as set forth in the Prospectus Supplement dated January 3, 2017 (the “Prospectus Supplement”).
		
	No Set-off:	    	Subject to applicable law, no Holder of Securities may exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by the Company arising
under, or in connection with, the Securities and each Holder of Securities shall, by virtue of its holding of any Securities, be deemed to have waived all such rights of set-off, compensation or retention.
Notwithstanding the foregoing, if any amounts due and payable to any Holder of Securities by the Company in respect of, or arising under, the Securities are discharged by set-off, such Holder shall, subject
to



  
 A-3-1 









			
		    	applicable law, immediately pay an amount equal to the amount of such discharge to the Company (or, in the event of its winding-up or administration, the liquidator or administrator of the
Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Company (or the liquidator or administrator of the Company, as the case may be) and, accordingly, any such discharge
shall be deemed not to have taken place. By its acquisition of the Securities of any series, each Holder and beneficial owner agrees to be bound by these provisions relating to waiver of set-off.
		
	Early Redemption at the Option of the Company:	    	Subject to the provisions described under Notice of Redemption and Condition to Redemption and Repurchase below, the Company may redeem, at its option, (A) the 2023 Notes, the 2028 Notes and/or the 2047 Notes at any time
Outstanding, in whole or, from time to time, in part, at any time on or after July 10, 2017 (or, if any additional Securities of such series are issued after January 10, 2017, beginning six months after the last issue date for the
additional Securities of such series), except for January 10, 2022 and January 8, 2027 for the 2023 Notes and 2028 Notes, respectively, at an amount equal to the higher of (i) 100% of the principal amount of the Securities to be redeemed
and (ii) as determined by the Determination Agent, the sum of the present values of the remaining scheduled payments of principal and



  
 A-3-2 









			
		    	 interest on the Securities to be redeemed (not including accrued and unpaid interest, if any, on the principal amount of the Securities)
discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, together
with, in either case of (i) or (ii) above, accrued and unpaid interest, if any, on the principal amount of the Securities to be redeemed to (but excluding) the redemption date and/or (B) pursuant to Section 11.08 of the Indenture, the 2023
Notes, the 2028 Notes and/or the Floating Rate Notes then Outstanding, in whole but not in part, on January 10, 2022, for the 2023 Notes and the Floating Rate Notes and January 8, 2027, for the 2028 Notes, at an amount equal to 100% of
their principal amount together with, accrued and unpaid interest, if any, on the principal amount of the Securities to be redeemed to (but excluding) the respective redemption date.

 
 “Treasury Rate” means, with respect to any redemption date, the rate per annum
equal to: (1) the yield, under the heading which represents the average for the week immediately prior to the calculation date, appearing in the most recently published statistical release designated “H.15”, or any successor
publication that is published by the Board of Governors of the Federal Reserve System that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity, under the caption “Treasury Constant Maturities”,
for




  
 A-3-3 









			
		    	 the maturity most closely corresponding to the stated maturity of the Securities being redeemed (if no maturity is within three months before
or after the stated Maturity Date of the Securities to be redeemed, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight-line basis, rounding to the nearest month); or (2) if such release (or any successor release) is not published during the week immediately prior to the calculation date or does not contain such yields, the rate
per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for such redemption date; provided that, if the period from the redemption date to the Maturity Date is less than one year, the weekly average yield on actually traded U.S. Treasury securities adjusted to a constant maturity of one year will
be used.
  
 The Treasury Rate shall be calculated by the Determination Agent on the third
Business Day preceding the redemption date.




  
 A-3-4 









			
		
		    	 In determining the Treasury Rate, the below terms will have the following meaning:

 
 “Comparable Treasury Issue” means, with respect to any redemption date, the U.S.
Treasury security selected by the Determination Agent as having an actual or interpolated maturity comparable with the remaining term of the relevant Securities, that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars and of comparable maturity to the remaining term of the relevant Securities.

		
		    	 “Comparable Treasury Price” means, with respect to any redemption date, (i) the arithmetic average of the Reference Treasury
Dealer Quotations for such redemption date (calculated on the third Business Day preceding such redemption date), after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference
Treasury Dealer Quotations are received, the arithmetic average of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations are received, then such Reference Treasury Dealer Quotation as quoted in writing to the
Determination Agent by a Reference Treasury Dealer.
  
 “Determination Agent”
means an investment bank or financial institution of international standing selected by the Company and which may be an affiliate of the Company.
  

“Reference Treasury Dealer” means each of up to five banks selected by the Company (following, where




  
 A-3-5 








 
			
		    	 practicable, consultation with the Determination Agent, if applicable), or the affiliates of such banks, which are (i) primary U.S.
government securities dealers, and their respective successors, or (ii) market makers in pricing corporate bond issues.
  

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the arithmetic average, as
determined by the Determination Agent, of the bid and offered prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) at 11:00 a.m., New York time, on the third Business Day preceding such
redemption date.
  
 Unless the Company defaults on payment of the redemption price,
interest will cease to accrue on the redemption date on the Securities or portions thereof called for redemption.

		
	Tax Redemption:	    	Each of the Securities shall also be redeemable prior to the relevant Maturity Date pursuant to the terms specified in Section 11.09 of the Indenture.
		
	Notice of Redemption:	    	Notwithstanding any different notice period set forth in Sections 11.02, 11.04, 11.08 and 11.09, or the period specified in Section 11.03, of the Indenture, before the Company may redeem the relevant Securities, the Company
shall deliver via DTC (or, if the relevant Securities are definitive



  
 A-3-6 









			
		    	 Securities, to the Holders at their addresses shown on the Senior Debt Security Register) prior notice of not less than fifteen
(15) days, nor more than sixty (60) days, to the Holders of the relevant Securities. The Company shall deliver written notice of such redemption of the Securities to the Trustee at least five (5) Business Days prior to the date on
which the relevant notice of redemption is sent to Holders (unless a shorter notice period shall be satisfactory to the Trustee). The content of such notice shall be in accordance with Section 11.04 of the Indenture and such notice shall be
irrevocable except in the limited circumstance described in below.
  
 If the Company has
delivered a notice of redemption pursuant to this provision, but prior to the payment of the redemption amount with respect to such redemption the Relevant U.K. Resolution Authority exercises its U.K. Bail-In
Power in respect of the relevant Securities, such redemption notice shall be automatically rescinded and shall be of no force and effect, and no payment in respect of the redemption amount shall be due and payable.

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




  
 A-3-7 









			
		    	“DTC” means The Depository Trust Company, or any successor clearing system.
		
	Subsequent Repurchases:	    	The Company or any member of the Group may purchase or otherwise acquire any of the Outstanding Securities at any price in the open market or otherwise.
		
	Condition to Redemption and Repurchase:	    	 Notwithstanding any other provision, the Company may redeem (and give notice thereof to the Holders of the relevant Securities) or repurchase
the Securities of any series only if the Company has obtained the PRA’s prior consent (if such consent is then required by the Capital Regulations) for the redemption or repurchase, as the case may be, of the relevant Securities.

 
 “Capital Regulations” shall have the meaning set out in the Prospectus
Supplement.

		
	Additional Amounts and FATCA Withholding Tax:	    	 The terms specified in “Payment of Debt Securities Additional Amounts” in the Prospectus Supplement and the section titled
“Description of Debt Securities— Payment of Debt Security Additional Amounts” in the Base Prospectus with respect to Debt Security Additional Amounts (as defined in the Base Prospectus) shall apply to the Securities and shall replace
in their entirety the provisions specified in Section 10.04 of the Indenture.
  
 Any
amounts to be paid by the Company or the Paying Agent on the relevant Securities shall be paid net of




  
 A-3-8 









			
		    	 any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended
(the “Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any
intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (or any law implementing such an intergovernmental agreement) (a “FATCA Withholding Tax”), and the Company and the Paying Agent
shall not be required to pay Debt Securities Additional Amounts on account of any FATCA Withholding Tax.
  

With respect to the Securities of any series, any Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under the
relevant 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




  
 A-3-9 









			
		    	 clearing systems. In all cases, the Paying Agent shall have no obligation to gross up any payment made subject to any deduction or
withholding pursuant to Applicable Law. In addition, amounts deducted or withheld by the Paying Agent under this paragraph will be treated as paid to the Holder of Securities, and the Company will not pay Debt Securities Additional Amounts in
respect of such deduction or withholding, except to the extent the provisions in this “Additional Amounts and FATCA Withholding Tax” section, the section titled “Payment of Debt Securities Additional Amounts” in the Prospectus
Supplement and the section titled “Description of Debt Securities—Payment of Debt Security Additional Amounts” in the Base Prospectus explicitly provide otherwise.

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

		
	U.K. Bail-In Power Acknowledgment:	    	No repayment of the Principal Amount of the relevant Securities or payment of interest on the relevant Securities shall become due and payable after the exercise of any U.K. Bail-In Power by
the Relevant U.K. Resolution Authority unless such repayment or payment would be



  
 A-3-10 









			
		    	permitted to be made by the Company under the laws and regulations of the United Kingdom and the European Union applicable to the Company.
		
		    	Notwithstanding any other agreements, arrangements, or understandings between the Company and any Holder or beneficial owner of the Securities, by acquiring the Securities of any series, each Holder and beneficial owner of the
Securities acknowledges, accepts, 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 (i) the reduction or
cancellation of all, or a portion, of the principal amount of, or interest on, the Securities; (ii) the conversion of all, or a portion of, the principal amount of, or interest on, the Securities into shares or other securities or other
obligations of the Company or another person (and the issue to, or conferral on, the Holder of the Securities such shares, securities or obligations); and/or (iii) the amendment or alteration of the maturity of the Securities, or amendment of
the amount of interest due on the Securities, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. Bail-In Power may be exercised by means of a
variation of the terms of the Securities solely to give effect to the exercise by the Relevant U.K. Resolution Authority of such U.K. Bail-In Power. Each Holder and beneficial owner further acknowledges and
agrees that the



  
 A-3-11 









			
		    	rights of Holders and beneficial owners of the Securities of any series are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. Bail-In Power by
the Relevant U.K. Resolution Authority. For the avoidance of doubt, this consent and acknowledgment is not a waiver of any rights Holders and beneficial owners of the relevant Securities may have at law if and to the extent that any U.K. Bail-In Power is exercised by the Relevant U.K. Resolution Authority in breach of laws applicable in England.
		
		    	By its acquisition of the Securities of any series, 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 relevant Securities shall not give rise to a default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the U.S. Trust Indenture Act of 1939,
as amended, (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any
action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the relevant
Securities, (iii) acknowledges and agrees that, upon the exercise of any U.K. Bail-In Power by the Relevant U.K.



  
 A-3-12 









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



  
 A-3-13 









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

The exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the relevant
Securities shall not constitute an Event of Default under the Indenture.
  
 The
Company’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Indenture shall survive any exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with
respect to the relevant Securities.
  
 Each Holder and beneficial owner that acquires its
Securities in the secondary market shall be deemed to acknowledge and agree to be bound by and consent to the same provisions specified in the provisions above and in the Securities to the same extent as the Holders and beneficial owners of the
Securities that acquire the Securities upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Securities, including in relation to the U.K. Bail-In Power.




  
 A-3-14 









			
		    	“U.K. Bail-In Power” means any write-down, conversion, transfer, modification and/or suspension power existing from time to time under any laws, regulations, rules or requirements
relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Company or other members of the Group, including but
not limited to any such laws, regulations, rules or requirements that are implemented, adopted or enacted within the context of any applicable 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, and/or within the context of a U.K. resolution regime under the U.K. Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant
to the U.K. Financial Services (Banking Reform) Act 2013, secondary legislation or otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled,
amended, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (and a reference to the “Relevant U.K. Resolution Authority” is to any authority with the ability to exercise a U.K. Bail-In Power).



  
 A-3-15 









			
		    	“Group” refers to the Company (or any successor entity) and its consolidated subsidiaries.
		
	Regular Record Dates:	    	The Business Day immediately preceding each relevant Interest Payment Date (or, if the Securities are held in definitive form, the 15th Business Day preceding each relevant Interest Payment Date).
		
	Business Day:	    	“Business Day” means any weekday, other than one on which banking institutions are authorized or obligated by law or executive order to close in London, England or in the City of New York, United States.
		
	Denomination:	    	$200,000 and integral multiples of $1,000 in excess thereof.
		
	Depositary:	    	DTC
		
	Initial Holder:	    	Cede & Co.
		
	Currency of payment of principal, interest and Additional Amounts:	    	United States Dollars.
		
	Corporate Trust Office:	    	 The Bank of New York Mellon acting through its London Branch

One Canada Square
 London E14 5AL, United Kingdom.

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

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



  
 A-3-16 









			
	Section 3.07 of the Indenture:	    	Section 3.07 of the Indenture shall apply to each of the Securities.
		
	Definitions:	    	All capitalized terms that are not defined herein shall have the meaning ascribed to such terms in the Indenture.



  
 A-3-17 








 EXHIBIT A 

  
 Exhibit A 








 Exhibit A-1 

Form of Global Note for the 2023 Notes 

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. 
 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (OR ANY SUCCESSOR CLEARING SYSTEM) (“DTC”), TO BARCLAYS PLC, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 This Security is
one of a duly authorized issue of securities of the Company (as defined below) (herein called the “Securities” and each, a “Security”) issued and to be issued in one or more series under and governed by the Senior
Debt Securities Indenture, dated as of November 10, 2014 (the “Indenture”), and under an Officer’s Certificate pursuant to Sections 1.02, 3.01 and 3.03 of the Indenture dated January 10, 2017 (the
“Officer’s Certificate”). 
 The exercise of any U.K. Bail-In Power by the Relevant U.K.
Resolution Authority may result in the (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities; (ii) the conversion of all, or a portion of, the principal amount of, or interest
on, the Securities into shares or other securities or other obligations of the Company or another person (and the issue to, or conferral on, the Holder of the Securities such shares, securities or obligations); and/or (iii) the amendment or
alteration of the maturity of the Securities, or amendment of the amount of interest due on the Securities, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. Bail-In Power may be exercised by means of a variation of the terms of the Securities solely to give effect to the exercise by the Relevant U.K. Resolution Authority of such U.K.
Bail-In Power. The rights of Holders and beneficial owners of the Securities are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K.
Bail-In Power by the Relevant U.K. Resolution Authority. 

  
 Exhibit A-1-1 








 BARCLAYS PLC 

3.684% Fixed Rate Senior Notes due 2023 
  

			
	No. [    ]	  	$[    ]                

 CUSIP NO. 06738E AS4 

ISIN NO. US06738EAS46 
 BARCLAYS
PLC, a company duly incorporated and existing under the laws of England and Wales (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of US$[    ] on January 10, 2023 (the “Maturity Date”), except as otherwise provided herein, and to pay interest thereon, in
accordance with the terms hereof. Interest shall accrue on this Security from January 10, 2017 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, and shall be paid
semi-annually in arrear on January 10 and July 10 of each year (each, an “Interest Payment Date”), commencing on July 10, 2017 and ending on the Maturity Date, except as otherwise provided herein, at the rate of
3.684% per annum, until the principal hereof is paid or made available for payment. 
 If any Interest Payment Date is not a Business Day,
the Interest Payment Date shall be postponed to the next Business Day, and no further interest or other payment shall be owed or made in respect of such delay. If the Maturity Date would fall on a day that is not a Business Day, the payment of
interest and principal will be made on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after such Maturity Date. If a date of redemption is not a Business Day, the Company may pay interest
(if any) and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the date of redemption. A “Business Day” means any weekday, other than one on which banking
institutions are authorized or obligated by law or executive order to close in London, England or in the City of New York, United States. 

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

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

  
 Exhibit A-1-2 








 
may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 

No repayment of the principal amount of the Securities or payment of interest on the Securities shall become due and payable after the
exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority unless such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom
and the European Union applicable to the Company. 
 Payments of principal of and interest, if any, on the Securities shall be made in such
coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts and such payments shall be made through one or more Paying Agents appointed under the Indenture to the Holder or
Holders of this Security. Initially, the Paying Agent and the Senior Debt Security Registrar for the Securities shall be The Bank of New York Mellon acting through its London Branch, One Canada Square, London E14 5AL, United Kingdom and the Place of
Payment in respect of the Securities shall be the Corporate Trust Office of the Trustee, which as of the date hereof is the office or agency of the Trustee located at said address. The Company may change the Paying Agent or, subject to
Section 3.01 of the Indenture, the Place of Payment without prior notice to the Holders of the Securities, and in such an event the Company may act as Paying Agent or Security Registrar. Payments of principal of and interest on the Securities
shall be made by wire transfer of immediately available funds; provided, however, that in the case of payments of principal, this Security is first surrendered to the Paying Agent. 

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

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

  
 Exhibit A-1-3 








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

  

							
	 Dated:
	 		 	BARCLAYS PLC
				
		 		 	 By:
	 	  

		 		 		 	 Name:

		 		 		 	 Title:

				
		 		 	 By:
	 	  

		 		 		 	 Name:

		 		 		 	 Title:


 Trustee’s Certificate of Authentication 

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

 

							
	Dated:	 		 	THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Trustee
				
		 		 	By:	 	  

		 		 		 	Authorized Signatory

 Signature Page to 2023 Global Note No. [    ] 







 (Reverse of Security) 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities” and each, a
“Security”) issued and to be issued in one or more series under and governed by the Senior Debt Securities Indenture, dated as of November 10, 2014 (herein called the “Indenture”), between the Company and The
Bank of New York Mellon acting through its London Branch, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture) and under an Officer’s Certificate pursuant to Sections 1.02,
3.01 and 3.03 of the Indenture dated January 10, 2017 (the “Officer’s Certificate”), and reference is hereby made to the Indenture, the terms of which are incorporated herein by reference, for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Insofar as the provisions of the
Indenture and the Officer’s Certificate may conflict with the provisions set forth in this Security, the former shall control for purposes of this Security. 

This Security is one of the series designated on the face hereof, limited to an aggregate principal amount of US$1,500,000,000 which amount
may be increased at the option of the Company if in the future it determines that it may wish to issue additional Securities of this series. References herein to “this series” mean the series designated on the face hereof. 

For purposes of this Security: 

“Determination Agent” has the meaning set forth in the Officer’s Certificate. 

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

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

“Treasury Rate” has the meaning set forth in the Officer’s Certificate. 

“U.K. Bail-In Power” means any write-down, conversion, transfer, modification and/or
suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United


  
 Exhibit A-1-5 








 
Kingdom in effect and applicable in the United Kingdom to the Company or other members of the Group, including but not limited to any such laws, regulations, rules or requirements that are
implemented, adopted or enacted within the context of any applicable 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, and/or within the context of a U.K. resolution regime under the U.K. Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013, secondary legislation
or otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other securities or
obligations of the obligor or any other person (and a reference to the “Relevant U.K. Resolution Authority” is to any authority with the ability to exercise a U.K. Bail-In Power). 

Any amounts to be paid by the Company on the Securities shall be made without deduction or withholding for, or on account of, any and all
present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Taxes”) now or hereafter imposed, levied, collected, withheld or assessed by, or on behalf of, the United Kingdom
or any U.K. political subdivision or authority thereof or therein having the power to tax (each a “Taxing Jurisdiction”), unless such deduction or withholding is required by law. If any such Taxes shall at any time be required by
any Taxing Jurisdiction to be deducted or withheld, the Company shall, subject to the exceptions and limitations set forth herein, pay such additional amounts of, or in respect of, the principal of, and any interest on, the Securities
(“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holders of the Securities, after such deduction or withholding, shall equal the respective amounts of principal and interest that would have been
payable in respect of such Securities had no such deduction or withholding been required. 
 Any amounts to be paid by the Company or the
Paying Agent on the Securities shall be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or future
regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in
connection with the implementation of such Sections of the Code (or any law implementing such an intergovernmental agreement) (a “FATCA Withholding Tax”), and neither the Company nor the Paying Agent shall be required to pay
Additional Amounts on account of any FATCA Withholding Tax. 

  
 Exhibit A-1-6 








 Any Paying Agent shall be entitled to make a deduction or withholding from any payment which it
makes under the Securities and the Indenture for or on account of (i) any present or future taxes, duties or charges if and to the extent so required by any applicable law and (ii) any FATCA Withholding Tax (together, “Applicable
Law”). In either case, the Paying Agent shall make any payment after a deduction or withholding has been made pursuant to Applicable Law and shall report to the relevant authorities the amount so deducted or withheld. However, such
deduction or withholding will not apply to payments made under the Securities and the Indenture through the relevant clearing systems. In all cases, the Paying Agent shall have no obligation to gross up any payment made subject to any deduction or
withholding pursuant to Applicable Law. In addition, amounts deducted or withheld by the Paying Agent as described in this paragraph will be treated as paid to the Holder of the Securities, and the Company will not pay Additional Amounts in respect
of such deduction or withholding, except to the extent the provisions in this paragraph explicitly provide otherwise. 
 The Company agrees,
to the extent the Company has actual knowledge of such information, to provide the Paying Agent with sufficient information about any modification to the terms of the Securities for the purposes of determining whether FATCA Withholding Tax applies
to any payment of principal or interest on the Securities. 
 The Company may, at its option, redeem the Outstanding Securities in whole or,
from time to time, in part, at any time on or after July 10, 2017 (or, if any additional Securities are issued after January 10, 2017, beginning six months after the last issue date for such additional Securities), except for
January 10, 2022, at an amount equal to the higher of (i) 100% of the principal amount of the Securities to be redeemed and (ii) as determined by the Determination Agent, the sum of the present values of the remaining scheduled payments of
principal and interest on the Securities to be redeemed (not including accrued and unpaid interest, if any, on the principal amount of the Securities) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, together with, in either case of (i) or (ii) above, accrued and unpaid
interest, if any, on the principal amount of the Securities to be redeemed to (but excluding) the redemption date. The Treasury Rate shall be calculated by the Determination Agent on the third Business Day preceding the redemption date. 

The Company may also, at its option, redeem the Securities then Outstanding, in whole but not in part, on January 10, 2022, at an amount
equal to 100% of their principal amount together with, accrued and unpaid interest, if any, on the principal amount of the Securities to be redeemed to (but excluding) such redemption date. 

  
 Exhibit A-1-7 








 In addition the Company may, at its option, redeem, at any time, the Securities, in whole but not
in part, at a redemption price equal to 100% of the principal amount of the Securities then Outstanding, together with any accrued but unpaid interest to (but excluding) the date fixed for redemption, if the Company determines that as a result of a
change in, or amendment to, the laws or regulations of any Taxing Jurisdiction, including any treaty to which the relevant Taxing Jurisdiction is a party, or a change in an official application or interpretation of those laws or regulations on or
after the Issue Date, including any decision of any court or tribunal, which becomes effective on or after the Issue Date (and, in the case of a successor entity, which becomes effective on or after the date of such successor entity’s
assumption of the Company’s obligations): (a) the Company will or would be required to pay Additional Amounts to Holders of the Securities, (b) the Company would not be entitled to claim a deduction in respect of any payments in computing
the Company’s taxation liabilities or the amount of the deduction would be materially reduced, or (c) the Company would not, as a result of the Securities being in issue, be able to have the losses or deductions set against the profits or
gains, or profits or gains offset by the losses or deductions, of companies with which the Company is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as at the Issue Date, or
any similar system or systems having like effect as may from time to time exist), (each of (a), (b) and (c) above, a “Tax Event”); provided, however, that the Securities may only be redeemed pursuant to this
paragraph if, in the case of each Tax Event, the consequences of the Tax Event cannot be avoided by the Company taking reasonable measures available to the Company. 

Unless the Company defaults on payment of the redemption price payable upon redemption of the Securities pursuant to the preceding paragraphs,
interest will cease to accrue on the redemption date on the Securities or portions thereof called for redemption. 
 Notwithstanding any
other provision of this Security, the Officer’s Certificate, or the Indenture, the Company may redeem the Securities pursuant to any of the preceding paragraphs relating to the Company’s rights of redemption (and give notice thereof to the
Holders of the Securities) only if the Company has obtained the prior consent of the PRA (if such consent is then required by the Capital Regulations (as defined in the Officer’s Certificate)) for the redemption of the Securities. 

  
 Exhibit A-1-8 








 Prior to the delivery of any notice of redemption, the Company shall deliver to the Trustee an
opinion of independent counsel of recognized standing, chosen by the Company, in a form satisfactory to the Trustee confirming that the Company is entitled to exercise its right of redemption under the Indenture. 

Before the Company may redeem the Securities pursuant to any of the preceding paragraphs relating to the Company’s rights of redemption,
the Company shall deliver prior notice of not less than fifteen (15) days, nor more than sixty (60) days to the Holders of the Securities. The Company shall deliver written notice of such redemption of the Securities to the Trustee at
least five (5) Business Days prior to the date on which the relevant notice of redemption is sent to Holders (unless a shorter notice period shall be satisfactory to the Trustee). Such notice shall specify the Company’s election to redeem
the Securities and the date fixed for such redemption and shall be irrevocable except in the limited circumstances described in this paragraph. If the Company has delivered a notice of redemption pursuant to this paragraph, but prior to the payment
of the redemption amount with respect to such redemption the Relevant U.K. Resolution Authority exercises its U.K. Bail-In Power in respect of the Securities, such redemption notice shall be automatically
rescinded and shall be of no force and effect, and no payment in respect of the redemption amount shall be due and payable. If the event specified in the preceding sentence occurs, the Company shall promptly deliver notice to the Holders of the
Securities via DTC and to the Trustee directly, specifying the occurrence of the relevant event. 
 The Company or any member of the Group
may purchase or otherwise acquire any of the Outstanding Securities at any price in the open market or otherwise, in accordance with applicable law and regulation, including the Capital Regulations applicable to the Group in force at the relevant
time and subject to the prior consent of the PRA (if such consent is then required by the Capital Regulations). 
 All authority conferred
or agreed to be conferred by each Holder and beneficial owner pursuant to this Security, including the consents given by such Holder and beneficial owner, shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in
bankruptcy and legal representatives of such Holder and beneficial owner. 
 Notwithstanding any other agreements, arrangements, or
understandings between the Company and any Holder or beneficial owner of the Securities, by acquiring the Securities, each Holder and beneficial owner of the Securities acknowledges, accepts, 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 (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities;
(ii) the 

  
 Exhibit A-1-9 








 
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 (and the issue
to, or conferral on, the Holder of the Securities such shares, securities or obligations); and/or (iii) the amendment or alteration of the maturity of the Securities, or amendment of the amount of interest due on the Securities, or the dates on
which interest becomes payable, including by suspending payment for a temporary period; which U.K. Bail-In Power may be exercised by means of a variation of the terms of the Securities solely to give effect to
the exercise by the Relevant U.K. Resolution Authority of such U.K. Bail-In Power. Each Holder and beneficial owner further acknowledges and agrees that the rights of Holders and beneficial owners of the
Securities are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority. For the avoidance of doubt, this consent
and acknowledgment is not a waiver of any rights Holders and beneficial owners of the Securities may have at law if and to the extent that any U.K. Bail-In Power is exercised by the relevant U.K. resolution
authority in breach of laws applicable in England. 
 By its acquisition of the Securities, each Holder and beneficial owner
(i) acknowledges and agrees that the exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities shall not give rise to a default for purposes of Section
315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the U.S. Trust Indenture Act of 1939, as amended, (ii) to the extent permitted by the Trust Indenture Act, waives any and all
claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the
exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities, (iii) acknowledges and agrees that, upon the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority, (a) the Trustee shall not be required to take any further directions from Holders or beneficial owners of the Securities under Section 5.12 of the
Indenture and (b) the Indenture shall impose no duties upon the Trustee whatsoever with respect to the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority (notwithstanding the
foregoing in this clause (iii), if, following the completion of the exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority, the Securities remain outstanding, then the Trustee’s
duties under the Indenture shall remain applicable with respect to the Securities following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture), and (iv) shall be deemed to have
(a) consented to the exercise of any U.K. Bail-In Power as it may be imposed without any prior notice by the Relevant U.K. Resolution Authority of its decision to exercise such power with respect to the
Securities and (b) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it 

  
 Exhibit A-1-10 








 
holds such Securities to take any and all necessary action, if required, to implement the exercise of any U.K. Bail-In Power with respect to the Securities
as it may be imposed, without any further action or direction on the part of such Holder and such beneficial owner or the Trustee. 
 Each
Holder and beneficial owner that acquires its Securities in the secondary market shall be deemed to acknowledge and agree to be bound by and consent to the same provisions specified in the Indenture to the same extent as the Holders and beneficial
owners of the Securities that acquire the Securities upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Securities, including in relation to
the U.K. Bail-In Power. 
 Upon the exercise of the U.K.
Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities, the Company shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. Bail-In Power for purposes of notifying Holders and beneficial owners of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes. 

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

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

Subject to applicable law, no Holder of Securities may exercise, claim or plead any right of set-off,
compensation or retention in respect of any amount owed to it by the Company arising under, or in connection with, the Securities and each Holder of Securities shall, by virtue of its holding of any Securities, be deemed to have waived all such
rights of set-off, compensation or retention. Notwithstanding the foregoing, if any amounts due and payable to any Holder of Securities by the Company in respect of, or


  
 Exhibit A-1-11 








 
arising under, the Securities are discharged by set-off, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of
such discharge to the Company (or, in the event of its winding-up or administration, the liquidator or administrator of the Company, as the case may be) and, until such time as payment is made, shall hold an
amount equal to such amount in trust for the Company (or the liquidator or administrator of the Company, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place. By its acquisition of the Securities, each
Holder and beneficial owner agrees to be bound by these provisions relating to waiver of set-off. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate in principal amount
of the Securities then Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding, on behalf of the Holders
of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Event of Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security
shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Security. 
 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not
have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written
notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series then Outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as Trustee and offered to the Trustee security or indemnity satisfactory to the Trustee in its sole discretion against the costs, expenses and liabilities to be incurred in compliance with
such request, the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series then Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding,
for sixty (60) days after receipt of such notice, request and offer of indemnity. 

  
 Exhibit A-1-12 








 Notwithstanding any contrary provisions in this Security, nothing shall impair the right of a
Holder of this Security under the Trust Indenture Act, absent such Holder’s consent, to sue for any payments due but unpaid with respect to this Security. 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Senior
Debt Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of this Security is payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Senior Debt Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing. Thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
 This Security, and
any other Securities of this series and of like tenor, are issuable only in registered form without coupons in initial denominations of $200,000 and increments of $1,000 thereafter. The denominations cannot be changed without the consent of the
Trustee. 
 No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection therewith. 
 Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
 This Security shall be governed by and
construed in accordance with the laws of the State of New York. 

  
 Exhibit A-1-13 








 Exhibit A-2 

Form of Global Note for the 2028 Notes 

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. 
 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (OR ANY SUCCESSOR CLEARING SYSTEM) (“DTC”), TO BARCLAYS PLC, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 This Security is
one of a duly authorized issue of securities of the Company (as defined below) (herein called the “Securities” and each, a “Security”) issued and to be issued in one or more series under and governed by the Senior
Debt Securities Indenture, dated as of November 10, 2014 (the “Indenture”), and under an Officer’s Certificate pursuant to Sections 1.02, 3.01 and 3.03 of the Indenture dated January 10, 2017 (the
“Officer’s Certificate”). 
 The exercise of any U.K. Bail-In Power by the Relevant U.K.
Resolution Authority may result in the (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities; (ii) the conversion of all, or a portion of, the principal amount of, or interest
on, the Securities into shares or other securities or other obligations of the Company or another person (and the issue to, or conferral on, the Holder of the Securities such shares, securities or obligations); and/or (iii) the amendment or
alteration of the maturity of the Securities, or amendment of the amount of interest due on the Securities, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. Bail-In Power may be exercised by means of a variation of the terms of the Securities solely to give effect to the exercise by the Relevant U.K. Resolution Authority of such U.K.
Bail-In Power. The rights of Holders and beneficial owners of the Securities are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K.
Bail-In Power by the Relevant U.K. Resolution Authority. 

  
 Exhibit A-2-1 








 BARCLAYS PLC 

4.337% Fixed Rate Senior Notes due 2028 
  

			
	No. [    ]	  	$[    ]                

 CUSIP NO. 06738E AU9 

ISIN NO. US06738EAU91 
 BARCLAYS
PLC, a company duly incorporated and existing under the laws of England and Wales (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of US$[    ] on January 10, 2028 (the “Maturity Date”), except as otherwise provided herein, and to pay interest thereon, in
accordance with the terms hereof. Interest shall accrue on this Security from January 10, 2017 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, and shall be paid
semi-annually in arrear on January 10 and July 10 of each year (each, an “Interest Payment Date”), commencing on July 10, 2017 and ending on the Maturity Date, except as otherwise provided herein, at the rate of
4.337% per annum, until the principal hereof is paid or made available for payment. 
 If any Interest Payment Date is not a Business Day,
the Interest Payment Date shall be postponed to the next Business Day, and no further interest or other payment shall be owed or made in respect of such delay. If the Maturity Date would fall on a day that is not a Business Day, the payment of
interest and principal will be made on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after such Maturity Date. If a date of redemption is not a Business Day, the Company may pay interest
(if any) and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the date of redemption. A “Business Day” means any weekday, other than one on which banking
institutions are authorized or obligated by law or executive order to close in London, England or in the City of New York, United States. 

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

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

  
 Exhibit A-2-2 








 
may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 

No repayment of the principal amount of the Securities or payment of interest on the Securities shall become due and payable after the
exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority unless such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom
and the European Union applicable to the Company. 
 Payments of principal of and interest, if any, on the Securities shall be made in such
coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts and such payments shall be made through one or more Paying Agents appointed under the Indenture to the Holder or
Holders of this Security. Initially, the Paying Agent and the Senior Debt Security Registrar for the Securities shall be The Bank of New York Mellon acting through its London Branch, One Canada Square, London E14 5AL, United Kingdom and the Place of
Payment in respect of the Securities shall be the Corporate Trust Office of the Trustee, which as of the date hereof is the office or agency of the Trustee located at said address. The Company may change the Paying Agent or, subject to
Section 3.01 of the Indenture, the Place of Payment without prior notice to the Holders of the Securities, and in such an event the Company may act as Paying Agent or Security Registrar. Payments of principal of and interest on the Securities
shall be made by wire transfer of immediately available funds; provided, however, that in the case of payments of principal, this Security is first surrendered to the Paying Agent. 

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

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

  
 Exhibit A-2-3 








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

  

							
	Dated:	 		 	BARCLAYS PLC
				
		 		 	By:	 	  

		 		 		 	Name:
		 		 		 	Title:
				
		 		 	By:	 	  

		 		 		 	Name:
		 		 		 	Title:

 Trustee’s Certificate of Authentication 

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

 

							
	Dated:	 		 	THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Trustee
				
		 		 	By:	 	  

		 		 		 	Authorized Signatory

 Signature Page to 2028 Global Note No. [    ] 







 (Reverse of Security) 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities” and each, a
“Security”) issued and to be issued in one or more series under and governed by the Senior Debt Securities Indenture, dated as of November 10, 2014 (herein called the “Indenture”), between the Company and The
Bank of New York Mellon acting through its London Branch, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture) and under an Officer’s Certificate pursuant to Sections 1.02,
3.01 and 3.03 of the Indenture dated January 10, 2017 (the “Officer’s Certificate”), and reference is hereby made to the Indenture, the terms of which are incorporated herein by reference, for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Insofar as the provisions of the
Indenture and the Officer’s Certificate may conflict with the provisions set forth in this Security, the former shall control for purposes of this Security. 

This Security is one of the series designated on the face hereof, limited to an aggregate principal amount of US$1,250,000,000, which amount
may be increased at the option of the Company if in the future it determines that it may wish to issue additional Securities of this series. References herein to “this series” mean the series designated on the face hereof. 

For purposes of this Security: 

“Determination Agent” has the meaning set forth in the Officer’s Certificate. 

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

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

“Treasury Rate” has the meaning set forth in the Officer’s Certificate. 

“U.K. Bail-In Power” means any write-down, conversion, transfer, modification and/or
suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and
applicable in the United Kingdom to the Company or other members of the Group, including but not limited to any such laws, regulations, rules or requirements that are implemented, adopted or enacted within the context of any applicable 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, and/or within the context of a U.K. resolution regime under the U.K.
Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013, secondary legislation or otherwise), pursuant to which obligations of a bank, banking group
company, credit institution or 

  
 Exhibit A-2-5 








 
investment firm or any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (and a
reference to the “Relevant U.K. Resolution Authority” is to any authority with the ability to exercise a U.K. Bail-In Power). 

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

  
 Exhibit A-2-6 








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

The Company may, at its option, redeem the Outstanding Securities in whole or, from time to time, in part, at any time on or after
July 10, 2017 (or, if any additional Securities are issued after January 10, 2017, beginning six months after the last issue date for such additional Securities), except for January 8, 2027, at an amount equal to the higher of (i)
100% of the principal amount of the Securities to be redeemed and (ii) as determined by the Determination Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed (not
including accrued and unpaid interest, if any, on the principal amount of the Securities) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, together with, in either case of (i) or (ii) above, accrued and unpaid interest, if any, on the principal amount of the Securities to be redeemed to
(but excluding) the redemption date. The Treasury Rate shall be calculated by the Determination Agent on the third Business Day preceding the redemption date. 

The Company may also, at its option, redeem the Securities then Outstanding, in whole but not in part, on January 8, 2027, at an amount
equal to 100% of their principal amount together with, accrued and unpaid interest, if any, on the principal amount of the Securities to be redeemed to (but excluding) such redemption date. 

In addition the Company may, at its option, redeem, at any time, the Securities, in whole but not in part, at a redemption price equal to 100%
of the principal amount of the Securities then Outstanding, together with any accrued but unpaid interest to (but excluding) the date fixed for redemption, if the Company determines that as a result of a change in, or amendment to, the laws or
regulations of any Taxing Jurisdiction, including any treaty to which the relevant Taxing Jurisdiction is a party, or a change in an official application or interpretation of those laws or regulations on or after the Issue Date, including any
decision of any court or tribunal, which becomes effective on or after the Issue Date (and, in the case of a successor entity, which becomes effective on or after the date of such successor entity’s assumption of the Company’s
obligations): (a) the Company will or would be required to pay Additional Amounts to Holders of the Securities, (b) the Company would not be entitled to claim a deduction in respect of any payments in computing the Company’s taxation
liabilities or the amount of the deduction would be materially reduced, or (c) the Company would not, as a result of the Securities being in issue, be able to have the losses or deductions set against the profits or gains, or profits or gains
offset by the losses or deductions, of companies with which the Company is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as at the Issue Date, or any similar system or
systems having like effect as may from time to time exist), (each of (a), (b) and (c) above, a “Tax Event”); provided, however, that the Securities may only be redeemed pursuant to this paragraph if, in the case
of each Tax Event, the consequences of the Tax Event cannot be avoided by the Company taking reasonable measures available to the Company. 

  
 Exhibit A-2-7 








 Unless the Company defaults on payment of the redemption price payable upon redemption of the
Securities pursuant to the preceding paragraphs, interest will cease to accrue on the redemption date on the Securities or portions thereof called for redemption. 

Notwithstanding any other provision of this Security, the Officer’s Certificate, or the Indenture, the Company may redeem the Securities
pursuant to any of the preceding paragraphs relating to the Company’s rights of redemption (and give notice thereof to the Holders of the Securities) only if the Company has obtained the prior consent of the PRA (if such consent is then
required by the Capital Regulations (as defined in the Officer’s Certificate)) for the redemption of the Securities. 
 Prior to the
delivery of any notice of redemption, the Company shall deliver to the Trustee an opinion of independent counsel of recognized standing, chosen by the Company, in a form satisfactory to the Trustee confirming that the Company is entitled to exercise
its right of redemption under the Indenture. 
 Before the Company may redeem the Securities pursuant to any of the preceding paragraphs
relating to the Company’s rights of redemption, the Company shall deliver prior notice of not less than fifteen (15) days, nor more than sixty (60) days to the Holders of the Securities. The Company shall deliver written notice of
such redemption of the Securities to the Trustee at least five (5) Business Days prior to the date on which the relevant notice of redemption is sent to Holders (unless a shorter notice period shall be satisfactory to the Trustee). Such notice
shall specify the Company’s election to redeem the Securities and the date fixed for such redemption and shall be irrevocable except in the limited circumstances described in this paragraph. If the Company has delivered a notice of redemption
pursuant to this paragraph, but prior to the payment of the redemption amount with respect to such redemption the Relevant U.K. Resolution Authority exercises its U.K. Bail-In Power in respect of the
Securities, such redemption notice shall be automatically rescinded and shall be of no force and effect, and no payment in respect of the redemption amount shall be due and payable. If the event specified in the preceding sentence occurs, the
Company shall promptly deliver notice to the Holders of the Securities via DTC and to the Trustee directly, specifying the occurrence of the relevant event. 

The Company or any member of the Group may purchase or otherwise acquire any of the Outstanding Securities at any price in the open market or
otherwise, in accordance with applicable law and regulation, including the Capital Regulations applicable to the Group in force at the relevant time and subject to the prior consent of the PRA (if such consent is then required by the Capital
Regulations). 
 All authority conferred or agreed to be conferred by each Holder and beneficial owner pursuant to this Security, including
the consents given by such Holder and beneficial owner, shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of such Holder and beneficial owner. 

  
 Exhibit A-2-8 








 Notwithstanding any other agreements, arrangements, or understandings between the Company and any
Holder or beneficial owner of the Securities, by acquiring the Securities, each Holder and beneficial owner of the Securities acknowledges, accepts, 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 (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities; (ii) the
conversion of all, or a portion of, the principal amount of, or interest on, the Securities into shares or other securities or other obligations of the Company or another person (and the issue to, or conferral on, the Holder of the Securities such
shares, securities or obligations); and/or (iii) the amendment or alteration of the maturity of the Securities, or amendment of the amount of interest due on the Securities, or the dates on which interest becomes payable, including by
suspending payment for a temporary period; which U.K. Bail-In Power may be exercised by means of a variation of the terms of the Securities solely to give effect to the exercise by the Relevant U.K. Resolution
Authority of such U.K. Bail-In Power. Each Holder and beneficial owner further acknowledges and agrees that the rights of Holders and beneficial owners of the Securities are subject to, and will be varied, if
necessary, solely to give effect to, the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority. For the avoidance of doubt, this consent and acknowledgment is not a waiver of any rights
Holders and beneficial owners of the Securities may have at law if and to the extent that any U.K. Bail-In Power is exercised by the relevant U.K. resolution authority in breach of laws applicable in England.

 By its acquisition of the Securities, each Holder and beneficial owner (i) acknowledges and agrees that the exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities shall not give rise to a default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of
the Trustee in Case of Default) of the U.S. Trust Indenture Act of 1939, as amended, (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against
the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. Bail-In
Power by the Relevant U.K. Resolution Authority with respect to the Securities, (iii) acknowledges and agrees that, upon the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority,
(a) the Trustee shall not be required to take any further directions from Holders or beneficial owners of the Securities under Section 5.12 of the Indenture and (b) the Indenture shall impose no duties upon the Trustee whatsoever with
respect to the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority (notwithstanding the foregoing in this clause (iii), if, following the completion of the exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority, the Securities remain outstanding, then the Trustee’s duties under the Indenture shall remain applicable with respect to the Securities following such
completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture), and (iv) shall be deemed to have (a) consented to the exercise of any U.K. Bail-In Power
as it may be imposed without any prior notice by the Relevant U.K. Resolution Authority of its decision to exercise such power with respect to the Securities and (b) authorized, directed and requested DTC and any direct participant in DTC or
other intermediary through which it holds such Securities to take any and all necessary action, if required, to 

  
 Exhibit A-2-9 








 
implement the exercise of any U.K. Bail-In Power with respect to the Securities as it may be imposed, without any further action or direction on the part
of such Holder and such beneficial owner or the Trustee. 
 Each Holder and beneficial owner that acquires its Securities in the secondary
market shall be deemed to acknowledge and agree to be bound by and consent to the same provisions specified in the Indenture to the same extent as the Holders and beneficial owners of the Securities that acquire the Securities upon their initial
issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Securities, including in relation to the U.K. Bail-In Power. 

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

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

Subject to applicable law, no Holder of Securities may exercise, claim or plead any right of set-off,
compensation or retention in respect of any amount owed to it by the Company arising under, or in connection with, the Securities and each Holder of Securities shall, by virtue of its holding of any Securities, be deemed to have waived all such
rights of set-off, compensation or retention. Notwithstanding the foregoing, if any amounts due and payable to any Holder of Securities by the Company in respect of, or arising under, the Securities are
discharged by set-off, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Company (or, in the event of its
winding-up or administration, the liquidator or administrator of the Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Company (or
the liquidator or administrator of the Company, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place. By its acquisition of the Securities, each Holder and beneficial owner agrees to be bound by these
provisions relating to waiver of set-off. 

  
 Exhibit A-2-10 








 The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a
majority in aggregate in principal amount of the Securities then Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series
then Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Event of Defaults under the Indenture and their consequences. Any such consent
or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security. 
 As provided in and subject to the provisions of the
Indenture, the Holder of this Security shall not have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder
shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series then Outstanding
shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered to the Trustee security or indemnity satisfactory to the Trustee in its sole discretion against the costs, expenses
and liabilities to be incurred in compliance with such request, the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series then Outstanding a direction inconsistent with such request, and
shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of indemnity. 

Notwithstanding any contrary provisions in this Security, nothing shall impair the right of a Holder of this Security under the Trust
Indenture Act, absent such Holder’s consent, to sue for any payments due but unpaid with respect to this Security. 
 As provided in
the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Senior Debt Security Register, upon surrender of this Security for registration of transfer at the office or agency of the
Company in any place where the principal of this Security is payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Senior Debt Security Registrar duly executed by, the Holder hereof
or his attorney duly authorized in writing. Thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.


  
 Exhibit A-2-11 








 This Security, and any other Securities of this series and of like tenor, are issuable only in
registered form without coupons in initial denominations of $200,000 and increments of $1,000 thereafter. The denominations cannot be changed without the consent of the Trustee. 

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith. 
 Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary. 
 This Security shall be governed by and construed in accordance
with the laws of the State of New York. 

  
 Exhibit A-2-12 








 Exhibit A-3 

Form of Global Note for the 2047 Notes 

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. 
 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (OR ANY SUCCESSOR CLEARING SYSTEM) (“DTC”), TO BARCLAYS PLC, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 This Security is
one of a duly authorized issue of securities of the Company (as defined below) (herein called the “Securities” and each, a “Security”) issued and to be issued in one or more series under and governed by the Senior
Debt Securities Indenture, dated as of November 10, 2014 (the “Indenture”), and under an Officer’s Certificate pursuant to Sections 1.02, 3.01 and 3.03 of the Indenture dated January 10, 2017 (the
“Officer’s Certificate”). 
 The exercise of any U.K. Bail-In Power by the Relevant U.K.
Resolution Authority may result in the (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities; (ii) the conversion of all, or a portion of, the principal amount of, or interest
on, the Securities into shares or other securities or other obligations of the Company or another person (and the issue to, or conferral on, the Holder of the Securities such shares, securities or obligations); and/or (iii) the amendment or
alteration of the maturity of the Securities, or amendment of the amount of interest due on the Securities, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. Bail-In Power may be exercised by means of a variation of the terms of the Securities solely to give effect to the exercise by the Relevant U.K. Resolution Authority of such U.K.
Bail-In Power. The rights of Holders and beneficial owners of the Securities are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K.
Bail-In Power by the Relevant U.K. Resolution Authority. 

  
 Exhibit A-3-1 








 BARCLAYS PLC 

4.950% Fixed Rate Senior Notes due 2047 
  

			
	No. [    ]	  	$[    ]                

 CUSIP NO. 06738E AV7 

ISIN NO. US06738EAV74 
 BARCLAYS
PLC, a company duly incorporated and existing under the laws of England and Wales (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of US$[    ] on January 10, 2047 (the “Maturity Date”), except as otherwise provided herein, and to pay interest thereon, in
accordance with the terms hereof. Interest shall accrue on this Security from January 10, 2017 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, and shall be paid
semi-annually in arrear on January 10 and July 10 of each year (each, an “Interest Payment Date”), commencing on July 10, 2017 and ending on the Maturity Date, except as otherwise provided herein, at the rate of
4.950% per annum, until the principal hereof is paid or made available for payment. 
 If any Interest Payment Date is not a Business Day,
the Interest Payment Date shall be postponed to the next Business Day, and no further interest or other payment shall be owed or made in respect of such delay. If the Maturity Date would fall on a day that is not a Business Day, the payment of
interest and principal will be made on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after such Maturity Date. If a date of redemption is not a Business Day, the Company may pay interest
(if any) and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the date of redemption. A “Business Day” means any weekday, other than one on which banking
institutions are authorized or obligated by law or executive order to close in London, England or in the City of New York, United States. 

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

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

  
 Exhibit A-3-2 








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

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

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place. 
 All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture, as defined herein. 
 THIS SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED
STATES FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OF THE UNITED STATES OR THE UNITED KINGDOM. 

  
 Exhibit A-3-3 








 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. 

  
 Exhibit A-3-4 








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

  

							
	Dated:	 		 	BARCLAYS PLC
				
		 		 	By:	 	  

		 		 		 	Name:
		 		 		 	Title:
				
		 		 	By:	 	  

		 		 		 	Name:
		 		 		 	Title:

 Trustee’s Certificate of Authentication 

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

 

							
	Dated:	 		 	THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Trustee
				
		 		 	By:	 	  

		 		 		 	Authorized Signatory


  
 Signature Page to 2047
Global Note No.[    ] 








 (Reverse of Security) 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities” and each, a
“Security”) issued and to be issued in one or more series under and governed by the Senior Debt Securities Indenture, dated as of November 10, 2014 (herein called the “Indenture”), between the Company and The
Bank of New York Mellon acting through its London Branch, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture) and under an Officer’s Certificate pursuant to Sections 1.02,
3.01 and 3.03 of the Indenture dated January 10, 2017 (the “Officer’s Certificate”), and reference is hereby made to the Indenture, the terms of which are incorporated herein by reference, for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Insofar as the provisions of the
Indenture and the Officer’s Certificate may conflict with the provisions set forth in this Security, the former shall control for purposes of this Security. 

This Security is one of the series designated on the face hereof, limited to an aggregate principal amount of US$1,500,000,000, which amount
may be increased at the option of the Company if in the future it determines that it may wish to issue additional Securities of this series. References herein to “this series” mean the series designated on the face hereof. 

For purposes of this Security: 

“Determination Agent” has the meaning set forth in the Officer’s Certificate. 

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

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

“Treasury Rate” has the meaning set forth in the Officer’s Certificate. 

“U.K. Bail-In Power” means any write-down, conversion, transfer, modification and/or
suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and
applicable in the United Kingdom to the Company or other members of the Group, including but not limited to any such laws, regulations, rules or requirements that are implemented, adopted or enacted within the context of any applicable 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, and/or within the context of a U.K. resolution regime under the U.K.
Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013, secondary legislation or otherwise), pursuant to which obligations of a bank, banking group
company, credit institution or 

  
 Exhibit A-3-6 








 
investment firm or any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (and a
reference to the “Relevant U.K. Resolution Authority” is to any authority with the ability to exercise a U.K. Bail-In Power). 

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

  
 Exhibit A-3-7 








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

The Company may, at its option, redeem the Outstanding Securities in whole or, from time to time, in part, at any time on or after
July 10, 2017 (or, if any additional Securities are issued after January 10, 2017, beginning six months after the last issue date for such additional Securities), at an amount equal to the higher of (i) 100% of the principal amount of the
Securities to be redeemed and (ii) as determined by the Determination Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed (not including accrued and unpaid
interest, if any, on the principal amount of the Securities) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 30 basis points, together with, in either case of (i) or (ii) above, accrued and unpaid interest, if any, on the principal amount of the Securities to be redeemed
to (but excluding) the redemption date. The Treasury Rate shall be calculated by the Determination Agent on the third Business Day preceding the redemption date. 

In addition the Company may, at its option, redeem, at any time, the Securities, in whole but not in part, at a redemption price equal to 100%
of the principal amount of the Securities then Outstanding, together with any accrued but unpaid interest to (but excluding) the date fixed for redemption, if the Company determines that as a result of a change in, or amendment to, the laws or
regulations of any Taxing Jurisdiction, including any treaty to which the relevant Taxing Jurisdiction is a party, or a change in an official application or interpretation of those laws or regulations on or after the Issue Date, including any
decision of any court or tribunal, which becomes effective on or after the Issue Date (and, in the case of a successor entity, which becomes effective on or after the date of such successor entity’s assumption of the Company’s
obligations): (a) the Company will or would be required to pay Additional Amounts to Holders of the Securities, (b) the Company would not be entitled to claim a deduction in respect of any payments in computing the Company’s taxation
liabilities or the amount of the deduction would be materially reduced, or (c) the Company would not, as a result of the Securities being in issue, be able to have the losses or deductions set against the profits or gains, or profits or gains
offset by the losses or deductions, of companies with which the Company is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as at the Issue Date, or any similar system or
systems having like effect as may from time to time exist), (each of (a), (b) and (c) above, a “Tax Event”); provided, however, that the Securities may only be redeemed pursuant to this paragraph if, in the case
of each Tax Event, the consequences of the Tax Event cannot be avoided by the Company taking reasonable measures available to the Company. 

Unless the Company defaults on payment of the redemption price payable upon redemption of the Securities pursuant to the preceding paragraphs,
interest will cease to accrue on the redemption date on the Securities or portions thereof called for redemption. 

  
 Exhibit A-3-8 








 Notwithstanding any other provision of this Security, the Officer’s Certificate, or the
Indenture, the Company may redeem the Securities pursuant to any of the preceding paragraphs relating to the Company’s rights of redemption (and give notice thereof to the Holders of the Securities) only if the Company has obtained the prior
consent of the PRA (if such consent is then required by the Capital Regulations (as defined in the Officer’s Certificate)) for the redemption of the Securities. 

Prior to the delivery of any notice of redemption, the Company shall deliver to the Trustee an opinion of independent counsel of recognized
standing, chosen by the Company, in a form satisfactory to the Trustee confirming that the Company is entitled to exercise its right of redemption under the Indenture. 

Before the Company may redeem the Securities pursuant to any of the preceding paragraphs relating to the Company’s rights of redemption,
the Company shall deliver prior notice of not less than fifteen (15) days, nor more than sixty (60) days to the Holders of the Securities. The Company shall deliver written notice of such redemption of the Securities to the Trustee at
least five (5) Business Days prior to the date on which the relevant notice of redemption is sent to Holders (unless a shorter notice period shall be satisfactory to the Trustee). Such notice shall specify the Company’s election to redeem
the Securities and the date fixed for such redemption and shall be irrevocable except in the limited circumstances described in this paragraph. If the Company has delivered a notice of redemption pursuant to this paragraph, but prior to the payment
of the redemption amount with respect to such redemption the Relevant U.K. Resolution Authority exercises its U.K. Bail-In Power in respect of the Securities, such redemption notice shall be automatically
rescinded and shall be of no force and effect, and no payment in respect of the redemption amount shall be due and payable. If the event specified in the preceding sentence occurs, the Company shall promptly deliver notice to the Holders of the
Securities via DTC and to the Trustee directly, specifying the occurrence of the relevant event. 
 The Company or any member of the Group
may purchase or otherwise acquire any of the Outstanding Securities at any price in the open market or otherwise, in accordance with applicable law and regulation, including the Capital Regulations applicable to the Group in force at the relevant
time and subject to the prior consent of the PRA (if such consent is then required by the Capital Regulations). 
 All authority conferred
or agreed to be conferred by each Holder and beneficial owner pursuant to this Security, including the consents given by such Holder and beneficial owner, shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in
bankruptcy and legal representatives of such Holder and beneficial owner. 
 Notwithstanding any other agreements, arrangements, or
understandings between the Company and any Holder or beneficial owner of the Securities, by acquiring the Securities, each Holder and beneficial owner of the Securities acknowledges, accepts, 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 (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities;
(ii) the conversion of all, or a portion of, the principal 

  
 Exhibit A-3-9 








 
amount of, or interest on, the Securities into shares or other securities or other obligations of the Company or another person (and the issue to, or conferral on, the Holder of the Securities
such shares, securities or obligations); and/or (iii) the amendment or alteration of the maturity of the Securities, or amendment of the amount of interest due on the Securities, or the dates on which interest becomes payable, including by
suspending payment for a temporary period; which U.K. Bail-In Power may be exercised by means of a variation of the terms of the Securities solely to give effect to the exercise by the Relevant U.K. Resolution
Authority of such U.K. Bail-In Power. Each Holder and beneficial owner further acknowledges and agrees that the rights of Holders and beneficial owners of the Securities are subject to, and will be varied, if
necessary, solely to give effect to, the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority. For the avoidance of doubt, this consent and acknowledgment is not a waiver of any rights
Holders and beneficial owners of the Securities may have at law if and to the extent that any U.K. Bail-In Power is exercised by the relevant U.K. resolution authority in breach of laws applicable in England.

 By its acquisition of the Securities, each Holder and beneficial owner (i) acknowledges and agrees that the exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities shall not give rise to a default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the
Trustee in Case of Default) of the U.S. Trust Indenture Act of 1939, as amended, (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the
Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. Bail-In Power
by the Relevant U.K. Resolution Authority with respect to the Securities, (iii) acknowledges and agrees that, upon the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority,
(a) the Trustee shall not be required to take any further directions from Holders or beneficial owners of the Securities under Section 5.12 of the Indenture and (b) the Indenture shall impose no duties upon the Trustee whatsoever with
respect to the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority (notwithstanding the foregoing in this clause (iii), if, following the completion of the exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority, the Securities remain outstanding, then the Trustee’s duties under the Indenture shall remain applicable with respect to the Securities following such
completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture), and (iv) shall be deemed to have (a) consented to the exercise of any U.K. Bail-In Power
as it may be imposed without any prior notice by the Relevant U.K. Resolution Authority of its decision to exercise such power with respect to the Securities and (b) authorized, directed and requested DTC and any direct participant in DTC or
other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement the exercise of any U.K. Bail-In Power with respect to the Securities as it may be
imposed, without any further action or direction on the part of such Holder and such beneficial owner or the Trustee. 
 Each Holder and
beneficial owner that acquires its Securities in the secondary market shall be deemed to acknowledge and agree to be bound by and consent to the same 

  
 Exhibit A-3-10 








 
provisions specified in the Indenture to the same extent as the Holders and beneficial owners of the Securities that acquire the Securities upon their initial issuance, including, without
limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Securities, including in relation to the U.K. Bail-In Power. 

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

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

Subject to applicable law, no Holder of Securities may exercise, claim or plead any right of set-off,
compensation or retention in respect of any amount owed to it by the Company arising under, or in connection with, the Securities and each Holder of Securities shall, by virtue of its holding of any Securities, be deemed to have waived all such
rights of set-off, compensation or retention. Notwithstanding the foregoing, if any amounts due and payable to any Holder of Securities by the Company in respect of, or arising under, the Securities are
discharged by set-off, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Company (or, in the event of its
winding-up or administration, the liquidator or administrator of the Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Company (or
the liquidator or administrator of the Company, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place. By its acquisition of the Securities, each Holder and beneficial owner agrees to be bound by these
provisions relating to waiver of set-off. 
 The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee
with the consent of the Holders of not less than a majority 

  
 Exhibit A-3-11 








 
in aggregate in principal amount of the Securities then Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate
principal amount of the Securities of each series then Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Event of Defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 
 As
provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of
the Securities of this series then Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered to the Trustee security or indemnity satisfactory to the Trustee in its
sole discretion against the costs, expenses and liabilities to be incurred in compliance with such request, the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series then Outstanding a
direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of indemnity. 

Notwithstanding any contrary provisions in this Security, nothing shall impair the right of a Holder of this Security under the Trust
Indenture Act, absent such Holder’s consent, to sue for any payments due but unpaid with respect to this Security. 
 As provided in
the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Senior Debt Security Register, upon surrender of this Security for registration of transfer at the office or agency of the
Company in any place where the principal of this Security is payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Senior Debt Security Registrar duly executed by, the Holder hereof
or his attorney duly authorized in writing. Thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

 This Security, and any other Securities of this series and of like tenor, are issuable only in registered form without coupons in initial
denominations of $200,000 and increments of $1,000 thereafter. The denominations cannot be changed without the consent of the Trustee. 

  
 Exhibit A-3-12 








 No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
 Prior to
due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not
this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 
 This
Security shall be governed by and construed in accordance with the laws of the State of New York. 

  
 Exhibit A-3-13 








 EXHIBIT B 

Form of Global Note for the Floating Rate Notes 

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. 
 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (OR ANY SUCCESSOR CLEARING SYSTEM) (“DTC”), TO BARCLAYS PLC, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 This Security is
one of a duly authorized issue of securities of the Company (as defined below) (herein called the “Securities” and each, a “Security”) issued and to be issued in one or more series under and governed by the Senior
Debt Securities Indenture, dated as of November 10, 2014 (the “Indenture”), and under an Officer’s Certificate pursuant to Sections 1.02, 3.01 and 3.03 of the Indenture dated January 10, 2017 (the
“Officer’s Certificate”). 
 The exercise of any U.K. Bail-In Power by the Relevant U.K.
Resolution Authority may result in the (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities; (ii) the conversion of all, or a portion of, the principal amount of, or interest
on, the Securities into shares or other securities or other obligations of the Company or another person (and the issue to, or conferral on, the Holder of the Securities such shares, securities or obligations); and/or (iii) the amendment or
alteration of the maturity of the Securities, or amendment of the amount of interest due on the Securities, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. Bail-In Power may be exercised by means of a variation of the terms of the Securities solely to give effect to the exercise by the Relevant U.K. Resolution Authority of such U.K.
Bail-In Power. The rights of Holders and beneficial owners of the Securities are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K.
Bail-In Power by the Relevant U.K. Resolution Authority. 

  
 Exhibit B-1 








 BARCLAYS PLC 

Floating Rate Senior Notes due 2023 
  

			
	 No. [    ]
	  	
$[    ]            
    


 CUSIP NO. 06738E AT2 

ISIN NO. US06738EAT29 
 BARCLAYS
PLC, a company duly incorporated and existing under the laws of England and Wales (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of US$[    ] on January 10, 2023 (the “Maturity Date”), except as otherwise provided herein, and to pay interest thereon, in
accordance with the terms hereof. Interest shall accrue on this Security from January 10, 2017 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, and shall be paid quarterly in
arrear on January 10, April 10, July 10 and October 10 of each year (each, an “Interest Payment Date”), commencing on April 10, 2017 and ending on the Maturity Date, except as otherwise provided herein, at a
floating rate equal to the three-month U.S. dollar London Interbank Offered Rate (“LIBOR”), reset quarterly, plus 1.625% per annum, as described below, until the principal hereof is paid or made available for payment. 

The interest rate on the Securities for the first Interest Period will be LIBOR, as determined on January 6, 2017 (treating
January 6, 2017 as if it were an Interest Determination Date and January 10, 2017 as the related Interest Reset Date), plus 1.625% per annum. Thereafter, the interest rate on the Securities for any Interest Period will be LIBOR, as
determined on the applicable Interest Determination Date, plus 1.625% per annum. The interest rate on the Securities will be reset quarterly on each Interest Reset Date. Subject to the limitations specified on the reverse of this Security, interest
on the Securities shall be computed and payable in arrear and on the basis of a year of 360 days and the actual number of days elapsed. 

The Calculation Agent, initially the Bank of New York Mellon acting through its London Branch (the “Calculation Agent”), will
determine LIBOR in accordance with the following provisions: With respect to any Interest Determination Date, LIBOR will be the rate (expressed as a percentage per annum) for deposits in U.S. dollars having a maturity of three months commencing on
the related Interest Reset Date that appears on Reuters Page LIBOR01 as of 11:00 a.m., London time, on that Interest Determination Date. If no rate appears on Reuters Page LIBOR01, LIBOR, in respect of that Interest Determination Date, will be
determined as follows: the Calculation Agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected and identified by the Company, to provide the Calculation Agent with its offered
quotation (expressed as a percentage per annum) for deposits in U.S. dollars for the period of three months, commencing on the related Interest 

  
 Exhibit B-2 








 
Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that Interest Determination Date and in a principal amount that is representative for a
single transaction in U.S. dollars in that market at that time. If at least two quotations are provided, then LIBOR on the Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, the
LIBOR on the Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the City of New York, on the Interest Determination Date by three major banks in the City of New York as selected and identified
by the Company for loans in U.S. dollars to leading European banks, for a period of three months, commencing on the related Interest Reset Date, and in a principal amount that is representative for a single transaction in U.S. dollars in that market
at that time; provided, however, that if at least two such rates are so provided, LIBOR on the Interest Determination Date will be the arithmetic mean of such rates, but if fewer than two such rates are provided, LIBOR on the Interest
Determination Date will be LIBOR in effect with respect to the immediately preceding Interest Determination Date. “Reuters Page LIBOR01” means the display that appears on Reuters Page LIBOR01 or any page as may replace such page on such
service (or any successor service) for the purpose of displaying London interbank offered rates of major banks for U.S. dollars. 
 All
calculations made by the Calculation Agent for the purposes of calculating the interest rate on the Securities shall be conclusive and binding on the holders of the Securities, the Company and the Trustee, absent manifest error. 

If any Interest Payment Date (other than the Maturity Date) is not a Business Day, the Interest Payment Date shall be postponed to the next
Business Day, except that if that Business Day falls in the next succeeding calendar month, the Interest Payment Date will be the immediately preceding Business Day. If the Maturity Date would fall on a day that is not a Business Day, the payment of
interest and principal will be made on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after such Maturity Date. If a date of redemption is not a Business Day, the Company may pay interest
(if any) and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the date of redemption. A “Business Day” means any weekday, other than one on which banking
institutions are authorized or obligated by law or executive order to close in London, England or in the City of New York, United States. 

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

  
 Exhibit B-3 








 
Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 

No repayment of the principal amount of the Securities or payment of interest on the Securities shall become due and payable after the
exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority unless such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom
and the European Union applicable to the Company. 
 Payments of principal of and interest, if any, on the Securities shall be made in such
coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts and such payments shall be made through one or more Paying Agents appointed under the Indenture to the Holder or
Holders of this Security. Initially, the Paying Agent and the Senior Debt Security Registrar for the Securities shall be The Bank of New York Mellon acting through its London Branch, One Canada Square, London E14 5AL, United Kingdom and the Place of
Payment in respect of the Securities shall be the Corporate Trust Office of the Trustee, which as of the date hereof is the office or agency of the Trustee located at said address. The Company may change the Paying Agent or, subject to
Section 3.01 of the Indenture, the Place of Payment without prior notice to the Holders of the Securities, and in such an event the Company may act as Paying Agent or Security Registrar. Payments of principal of and interest on the Securities
shall be made by wire transfer of immediately available funds; provided, however, that in the case of payments of principal, this Security is first surrendered to the Paying Agent. 

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

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

  
 Exhibit B-4 








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

  

									
	Dated:	 		 	BARCLAYS PLC
				
		 		 	By:	 	  

		 		 		 	Name:	 	
		 		 		 	Title:	 	
				
		 		 	By:	 	  

		 		 		 	Name:	 	
		 		 		 	Title:	 	

 Trustee’s Certificate of Authentication 

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

 

							
	Dated:	 		 	THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Trustee
				
		 		 	By:	 	  

		 		 		 	Authorized Signatory


  
 Signature Page to
Floating Rate Global Note No.[    ] 








 (Reverse of Security) 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities” and each, a
“Security”) issued and to be issued in one or more series under and governed by the Senior Debt Securities Indenture, dated as of November 10, 2014 (herein called the “Indenture”), between the Company and The
Bank of New York Mellon acting through its London Branch, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture) and under an Officer’s Certificate pursuant to Sections 1.02,
3.01 and 3.03 of the Indenture dated January 10, 2017 (the “Officer’s Certificate”), and reference is hereby made to the Indenture, the terms of which are incorporated herein by reference, for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Insofar as the provisions of the
Indenture and the Officer’s Certificate may conflict with the provisions set forth in this Security, the former shall control for purposes of this Security. 

This Security is one of the series designated on the face hereof, limited to an aggregate principal amount of US$750,000,000, which amount may
be increased at the option of the Company if in the future it determines that it may wish to issue additional Securities of this series. References herein to “this series” mean the series designated on the face hereof. 

For purposes of this Security: 

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

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

“Interest Determination Date” means the second London Banking Day preceding the applicable Interest Reset Date;
provided, however, that the first Interest Determination Date shall be January 6, 2017. 
 “Interest
Period” means the period beginning on (and including) an Interest Payment Date and ending on (but not including) the next succeeding Interest Payment Date; provided that the first Interest Period will begin on January 10,
2017 and will end on (but exclude) April 10, 2017. 

  
 Exhibit B-6 








 “Interest Reset Date” means every January 10, April 10, July 10
and October 10 in each year, commencing on April 10, 2017; provided that if any Interest Reset Date falls on a day that is not a Business Day, the Interest Reset Date will be postponed to the next Business Day, except that if
that Business Day falls in the next succeeding calendar month, the Interest Reset Date will be the immediately preceding Business Day. 

“London Banking Day” means any day on which dealings in U.S. dollars are transacted in the London interbank market. 

“U.K. Bail-In Power” means any write-down, conversion, transfer, modification and/or
suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and
applicable in the United Kingdom to the Company or other members of the Group, including but not limited to any such laws, regulations, rules or requirements that are implemented, adopted or enacted within the context of any applicable 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, and/or within the context of a U.K. resolution regime under the U.K.
Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013, secondary legislation or otherwise), pursuant to which obligations of a bank, banking group
company, credit institution or investment firm or any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other securities or obligations of the obligor or any other person (and a reference to the
“Relevant U.K. Resolution Authority” is to any authority with the ability to exercise a U.K. Bail-In Power). 

Any amounts to be paid by the Company on the Securities shall be made without deduction or withholding for, or on account of, any and all
present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Taxes”) now or hereafter imposed, levied, collected, withheld or assessed by, or on behalf of, the United Kingdom
or any U.K. political subdivision or authority thereof or therein having the power to tax (each a “Taxing Jurisdiction”), unless such deduction or withholding is required by law. If any such Taxes shall at any time be required by
any Taxing Jurisdiction to be deducted or withheld, the Company shall, subject to the exceptions and limitations set forth herein, pay such additional amounts of, or in respect of, the principal of, and any interest on, the Securities
(“Additional 

  
 Exhibit B-7 








 
Amounts”) as may be necessary in order that the net amounts paid to the Holders of the Securities, after such deduction or withholding, shall equal the respective amounts of principal
and interest that would have been payable in respect of such Securities had no such deduction or withholding been required. 
 Any amounts
to be paid by the Company or the Paying Agent on the Securities shall be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the
“Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to
any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (or any law implementing such an intergovernmental agreement) (a “FATCA Withholding Tax”), and neither the Company nor
the Paying Agent shall be required to pay Additional Amounts on account of any FATCA Withholding Tax. 
 Any Paying Agent shall be
entitled to make a deduction or withholding from any payment which it makes under the Securities and the Indenture for or on account of (i) any present or future taxes, duties or charges if and to the extent so required by any applicable law
and (ii) any FATCA Withholding Tax (together, “Applicable Law”). In either case, the Paying Agent shall make any payment after a deduction or withholding has been made pursuant to Applicable Law and shall report to the relevant
authorities the amount so deducted or withheld. However, such deduction or withholding will not apply to payments made under the Securities and the Indenture through the relevant clearing systems. In all cases, the Paying Agent shall have no
obligation to gross up any payment made subject to any deduction or withholding pursuant to Applicable Law. In addition, amounts deducted or withheld by the Paying Agent as described in this paragraph will be treated as paid to the Holder of the
Securities, and the Company will not pay Additional Amounts in respect of such deduction or withholding, except to the extent the provisions in this paragraph explicitly provide otherwise. 

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

The Company may, at its option, redeem the Securities then Outstanding, in whole but not in part, on January 10, 2022, at an amount equal
to 100% of their principal amount together with, accrued and unpaid interest, if any, on the principal amount of the Securities to be redeemed to (but excluding) such redemption date. 

  
 Exhibit B-8 








 The Company may also, at the Company’s option, redeem, at any time, the Securities, in whole
but not in part, at a redemption price equal to 100% of the principal amount of the Securities then Outstanding, together with any accrued but unpaid interest to (but excluding) the date fixed for redemption, if the Company determines that as a
result of a change in, or amendment to, the laws or regulations of any Taxing Jurisdiction, including any treaty to which the relevant Taxing Jurisdiction is a party, or a change in an official application or interpretation of those laws or
regulations on or after the Issue Date, including any decision of any court or tribunal, which becomes effective on or after the Issue Date (and, in the case of a successor entity, which becomes effective on or after the date of such successor
entity’s assumption of the Company’s obligations): (a) the Company will or would be required to pay Additional Amounts to Holders of the Securities, (b) the Company would not be entitled to claim a deduction in respect of any payments
in computing the Company’s taxation liabilities or the amount of the deduction would be materially reduced, or (c) the Company would not, as a result of the Securities being in issue, be able to have the losses or deductions set against
the profits or gains, or profits or gains offset by the losses or deductions, of companies with which the Company is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as at the
Issue Date, or any similar system or systems having like effect as may from time to time exist), (each of (a), (b) and (c) above, a “Tax Event”); provided, however, that the Securities may only be redeemed
pursuant to this paragraph if, in the case of each Tax Event, the consequences of the Tax Event cannot be avoided by the Company taking reasonable measures available to the Company. 

Unless the Company defaults on payment of the redemption price payable upon redemption of the Securities pursuant to the preceding paragraphs,
interest will cease to accrue on the redemption date on the Securities or portions thereof called for redemption. 
 Notwithstanding any
other provision of this Security, the Officer’s Certificate, or the Indenture, the Company may redeem the Securities pursuant to any of the preceding paragraphs relating to the Company’s rights of redemption (and give notice thereof to the
Holders of the Securities) only if the Company has obtained the prior consent of the PRA (if such consent is then required by the Capital Regulations (as defined in the Officer’s Certificate)) for the redemption of the Securities. 

Prior to the delivery of any notice of redemption, the Company shall deliver to the Trustee an opinion of independent counsel of recognized
standing, chosen by the Company, in a form satisfactory to the Trustee confirming that the Company is entitled to exercise its right of redemption under the Indenture. 

  
 Exhibit B-9 








 Before the Company may redeem the Securities pursuant to any of the preceding paragraphs relating
to the Company’s rights of redemption, the Company shall deliver prior notice of not less than fifteen (15) days, nor more than sixty (60) days to the Holders of the Securities. The Company shall deliver written notice of such
redemption of the Securities to the Trustee at least five (5) Business Days prior to the date on which the relevant notice of redemption is sent to Holders (unless a shorter notice period shall be satisfactory to the Trustee). Such notice shall
specify the Company’s election to redeem the Securities and the date fixed for such redemption and shall be irrevocable except in the limited circumstances described in this paragraph. If the Company has delivered a notice of redemption
pursuant to this paragraph, but prior to the payment of the redemption amount with respect to such redemption the Relevant U.K. Resolution Authority exercises its U.K. Bail-In Power in respect of the
Securities, such redemption notice shall be automatically rescinded and shall be of no force and effect, and no payment in respect of the redemption amount shall be due and payable. If the event specified in the preceding sentence occurs, the
Company shall promptly deliver notice to the Holders of the Securities via DTC and to the Trustee directly, specifying the occurrence of the relevant event. 

The Company or any member of the Group may purchase or otherwise acquire any of the Outstanding Securities at any price in the open market or
otherwise, in accordance with applicable law and regulation, including the Capital Regulations applicable to the Group in force at the relevant time and subject to the prior consent of the PRA (if such consent is then required by the Capital
Regulations). 
 All authority conferred or agreed to be conferred by each Holder and beneficial owner pursuant to this Security, including
the consents given by such Holder and beneficial owner, shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of such Holder and beneficial owner. 

Notwithstanding any other agreements, arrangements, or understandings between the Company and any Holder or beneficial owner of the
Securities, by acquiring the Securities, each Holder and beneficial owner of the Securities acknowledges, accepts, 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 (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities; (ii) the conversion of all, or a portion of, the principal amount of, or
interest on, the Securities 

  
 Exhibit B-10 








 
into shares or other securities or other obligations of the Company or another person (and the issue to, or conferral on, the Holder of the Securities such shares, securities or obligations);
and/or (iii) the amendment or alteration of the maturity of the Securities, or amendment of the amount of interest due on the Securities, or the dates on which interest becomes payable, including by suspending payment for a temporary period;
which U.K. Bail-In Power may be exercised by means of a variation of the terms of the Securities solely to give effect to the exercise by the Relevant U.K. Resolution Authority of such U.K. Bail-In Power. Each Holder and beneficial owner further acknowledges and agrees that the rights of Holders and beneficial owners of the Securities are subject to, and will be varied, if necessary, solely to give
effect to, the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority. For the avoidance of doubt, this consent and acknowledgment is not a waiver of any rights Holders and beneficial
owners of the Securities may have at law if and to the extent that any U.K. Bail-In Power is exercised by the relevant U.K. resolution authority in breach of laws applicable in England. 

By its acquisition of the Securities, each Holder and beneficial owner (i) acknowledges and agrees that the exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities shall not give rise to a default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the
Trustee in Case of Default) of the U.S. Trust Indenture Act of 1939, as amended, (ii) to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the
Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. Bail-In Power
by the Relevant U.K. Resolution Authority with respect to the Securities, (iii) acknowledges and agrees that, upon the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority,
(a) the Trustee shall not be required to take any further directions from Holders or beneficial owners of the Securities under Section 5.12 of the Indenture and (b) the Indenture shall impose no duties upon the Trustee whatsoever with
respect to the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority (notwithstanding the foregoing in this clause (iii), if, following the completion of the exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority, the Securities remain outstanding, then the Trustee’s duties under the Indenture shall remain applicable with respect to the Securities following such
completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture), and (iv) shall be deemed to have (a) consented to the exercise of any U.K. Bail-In Power
as it may be imposed without any prior notice by the Relevant U.K. Resolution Authority of its decision to exercise such power with respect to the Securities and (b) authorized, directed and requested DTC and any direct participant in DTC or
other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement the 

  
 Exhibit B-11 








 
exercise of any U.K. Bail-In Power with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holder
and such beneficial owner or the Trustee. 
 Each Holder and beneficial owner that acquires its Securities in the secondary market shall be
deemed to acknowledge and agree to be bound by and consent to the same provisions specified in the Indenture to the same extent as the Holders and beneficial owners of the Securities that acquire the Securities upon their initial issuance,
including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Securities, including in relation to the U.K. Bail-In Power. 

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

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

Subject to applicable law, no Holder of Securities may exercise, claim or plead any right of set-off,
compensation or retention in respect of any amount owed to it by the Company arising under, or in connection with, the Securities and each Holder of Securities shall, by virtue of its holding of any Securities, be deemed to have waived all such
rights of set-off, compensation or retention. Notwithstanding the foregoing, if any amounts due and payable to any Holder of Securities by the Company in respect of, or arising under, the Securities are
discharged by set-off, such Holder shall, subject to 

  
 Exhibit B-12 








 
applicable law, immediately pay an amount equal to the amount of such discharge to the Company (or, in the event of its winding-up or administration, the
liquidator or administrator of the Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Company (or the liquidator or administrator of the Company, as the case may be) and,
accordingly, any such discharge shall be deemed not to have taken place. By its acquisition of the Securities, each Holder and beneficial owner agrees to be bound by these provisions relating to waiver of
set-off. 
 The Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of
not less than a majority in aggregate in principal amount of the Securities then Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities
of each series then Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Event of Defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 
 As provided in and subject to the provisions
of the Indenture, the Holder of this Security shall not have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such
Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series then
Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered to the Trustee security or indemnity satisfactory to the Trustee in its sole discretion against the costs,
expenses and liabilities to be incurred in compliance with such request, the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series then Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of indemnity. 

Notwithstanding any contrary provisions in this Security, nothing shall impair the right of a Holder of this Security under the Trust
Indenture Act, absent such Holder’s consent, to sue for any payments due but unpaid with respect to this Security. 

  
 Exhibit B-13 








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

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

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

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

  
 Exhibit B-14