Form of Global Note


 Exhibit 4.2 
 (Face of Security) 
 THIS SECURITY IS A GLOBAL 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 CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO
BARCLAYS BANK 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. 
 BY PURCHASING THIS SECURITY, THE HOLDER AGREES TO CHARACTERIZE THIS SECURITY FOR
ALL U.S. FEDERAL INCOME TAX PURPOSES AS PROVIDED IN SECTION 11 ON THE FACE OF THIS SECURITY. 






  

			
	CUSIP No.: 06740P668	  	ISIN: US06740P6685
		  	Common Code: [_________]

 BARCLAYS BANK PLC 
 GLOBAL MEDIUM-TERM NOTES, SERIES A 

 
  

iPath® Inverse January 2021 S&P 500 VIX Short-Term FuturesTM ETN 
 due January 14, 2021 
 The following terms apply to this Security.
Capitalized terms that are not defined the first time they are used in this Security shall have the meanings indicated elsewhere in this Security. 
 Company: Barclays Bank PLC 
 Face Amount:
$[            ], equal to [            ] Securities at $20 per Security. 

Initial Valuation Date: January 13, 2011 
 Original Issue Date: January 19, 2011. 
 Final Valuation Date: January 11,
2021. 
 Stated Maturity Date: January 14, 2021 
 Principal Amount per Security: $20 
 Coupon: Interest will not be paid during the
term of this Security. 
 Reference Asset: S&P 500® VIX Short-Term FuturesTM Index Excess Return (the “Index”). 
 Index Sponsor: Standard &
Poor’s Financial Services LLC. 
 Payment at Maturity: At maturity, the Holder will receive a cash payment equal to the Closing
Indicative Note Value of the Securities on the Final Valuation Date. 
 Closing Indicative Note Value: The Closing Indicative Note Value
for each Security on any calendar day will equal (a) the Principal Amount per Security plus (b) the Inverse Index Performance Amount on such calendar day plus (c) the Accrued Interest on such calendar day minus
(d) the Accrued Fees on such calendar day; provided that if such calculation results in a negative value, the Closing Indicative Note Value will be $0. 
 Inverse Index Performance Amount: On the Initial Valuation Date, the Inverse Index Performance Amount for each Security will equal $0. On any subsequent calendar day, the Inverse Index Performance
Amount for each Security 

  
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will equal the product of (a) negative one times (b) the principal amount per Security times (c) the Index Performance Percentage on such calendar day. 

Index Performance Percentage: The Index Performance Percentage on the Initial Valuation Date will equal 0%. On any subsequent calendar day, the
Index Performance Percentage will equal (a) (i) the closing level of the Index on such calendar day (or, if such a day is not an Index Business Day, the closing level of the Index on the immediately preceding Index Business Day) divided
by (ii) the closing level of the Index on the Initial Valuation Date minus (b) 100% 
 Accrued Interest: On the
Initial Valuation Date, the Accrued Interest for each Security will equal $0. On any subsequent calendar day until maturity or redemption, the Accrued Interest for each Security will equal the sum of (a) the Accrued Interest on the immediately
preceding calendar day plus (b) the product of (i) the Closing Indicative Note Value on the immediately preceding calendar day times (ii) the T-Bill rate divided by (iii) 360. 

T-Bill Rate: The T-Bill Rate will equal the most recent weekly investment rate for 28-day U.S. Treasury bills effective on the preceding Business
Day in New York City. The weekly investment rate for 28-day U.S. Treasury bills is generally announced by the U.S. Treasury on each Monday; on any Monday that is not a Business Day in New York City, the rate prevailing on the immediately preceding
Business Day in New York City will apply. The most recent weekly investment rate for 28-day U.S. Treasury bills is published on Bloomberg under the ticker symbol “USB4WIR”. The T-Bill Rate is expressed as a percentage. 

Accrued Fees: On the Initial Valuation Date, the Accrued Fees for each Security will equal $0. On any subsequent calendar day until maturity or
redemption, the Accrued Fees for each Security will equal (a) the Accrued Fees on the immediately preceding calendar day plus (b) the product of (i) the Closing Indicative Note Value on the immediately preceding Valuation Date
times (ii) the Fee Rate divided by 365. 
 Fee Rate: The Fee Rate per Security is 0.89%. 

Optional Redemption: Subject to the notification requirements set forth in the Prospectus, the Holder may redeem Securities on any Optional
Redemption Date during the term of the Securities, subject to an intervening Automatic Termination Event. In such event, the Holder will receive a cash payment for each Security on the applicable Optional Redemption Date equal to the Closing
Indicative Note Value on the applicable Valuation Date. The Holder must redeem at least 50,000 of the Securities at one time in order to exercise the right to redeem the Securities on any Optional Redemption Date. 

Redemption Charge: The Redemption Charge is a one-time charge imposed upon Optional Redemption and is equal to 0.05% times the Closing
Indicative Note Value on the applicable Valuation Date. 
 Optional Redemption Date: The third Business Day following each Valuation Date
(other than the Final Valuation Date). The final Optional Redemption Date will be the third Business Day following the Valuation Date that is immediately prior to the Final Valuation Date. 
 Automatic Termination Event: The Company will automatically redeem the Securities (in whole only, but not in part) if, on any Valuation Date prior to or on the


  
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Final Valuation Date, the Intraday Indicative Note Value is less than or equal to 50.0% of the principal amount per Security, or $10.00 for each Security. The Company will redeem the Securities
on the Automatic Redemption Date and will deliver a notice of redemption to the Depositary Trust Company (“DTC”). Upon such redemption, the Holder will receive a cash payment equal to the Automatic Redemption Value. 

Automatic Termination Date: An Automatic Termination Date is any Valuation Date on which an Automatic Termination Event occurs. 

Automatic Redemption Date: The fifth Business Day following the Automatic Termination Date; provided that if calculation of the Automatic
Redemption Value is postponed as a result of a Market Disruption Event, the Automatic Redemption Date will be the fifth Business Day after the Automatic Redemption Value is calculated. 
 Intraday Indicative Note Value: The Intraday Indicative Note Value for each Security on any Valuation Date will equal (a) the Principal Amount per Security plus (b) the Intraday Inverse
Index Performance Amount plus (c) the Accrued Interest on the immediately preceding calendar day minus (d) the Accrued Fees on the immediately preceding calendar day; provided that if such calculation results in a
negative value, the Intraday Indicative Note Value will be $0. 
 Intraday Inverse Index Performance Amount: The product of
(a) negative one times (b) the Principal Amount per Security times (c) the Intraday Index Performance Percentage. 

Intraday Index Performance Percentage: The Intraday Index Performance Percentage equals (a) (i) the most recently published level of the
Index divided by (ii) the closing level of the Index on the Initial Valuation Date minus (b) 100%. 
 Automatic Redemption
Value: The Automatic Redemption Value will be equal to the Closing Indicative Note Value on the Automatic Termination Date. 

Calculation Agent: Barclays Bank PLC 

Defeasance: Neither full defeasance nor covenant defeasance applies to this Security. 
 Listing: NYSE Arca stock exchange (“NYSE Arca”) under the ticker symbol “IVO”. 

  
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 The “Standard & Poor’s®”, “S&P®”, “S&P
500®”, “Standard & Poor’s 500TM” and “S&P 500 VIX Short-Term
FuturesTM” are trademarks of S&P and have been licensed for use by the Company. “VIX” is a registered trademark of the CBOE and has been licensed for use by S&P. 
 The Securities are not sponsored, endorsed, sold or promoted by S&P or the CBOE. S&P and CBOE make no representation, condition or warranty, express or implied, to the owners of the Securities or
any member of the public regarding the advisability of investing in securities generally or in the Securities or in the ability of either Index to track market performance. S&P’s and CBOE’s only relationship to Barclays is the
licensing of certain trademarks and trade names of S&P, CBOE and the Index which are determined, composed and calculated by S&P without regard to Barclays or the Securities. S&P has no obligation to take the needs of Barclays or the
owners of the Securities into consideration in determining, composing or calculating the Index. S&P and CBOE are not responsible for and have not participated in the determination of the timing of, prices at, or quantities of the Securities to
be issued or in the determination or calculation of the equation by which the Securities is to be converted into cash. S&P and CBOE have no obligation or liability in connection with the administration, marketing or trading of the Securities.

 NEITHER S&P, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS, INCLUDING CBOE, GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS
OF THE INDEX OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS,
INCLUDING CBOE, SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. S&P AND CBOE MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OR USE WITH RESPECT TO THE MARKS, THE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS, INCLUDING CBOE, BE LIABLE FOR
ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT,
STRICT LIABILITY OR OTHERWISE. 
 OTHER TERMS: 
 All terms used in this Security that are not defined in this Security but are defined in the Indenture referred to on the reverse of this Security shall have the meanings assigned to them in the
Indenture. Section headings on the face of this Security are for convenience only and shall not affect the construction of this Security. 

  
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 “Business Day” means a Monday, Tuesday, Wednesday, Thursday or Friday that
is neither a day on which banking institutions in New York City or London, as applicable, generally are authorized or obligated by law, regulation, or executive order to close. 

“Default Amount” means, on any day, an amount in U.S. dollars, as determined by the Calculation Agent , equal to the
cost of having a Qualified Financial Institution (selected as provided below) expressly assume the due and punctual payment of the principal of this Security, and the performance or observance of every covenant hereof and of the Indenture on the
part of the Company to be performed or observed with respect to this Security (or to undertake other obligations providing substantially equivalent economic value to the Holder of this Security as the Company’s obligations hereunder). Such cost
will equal (i) the lowest amount that a Qualified Financial Institution would charge to effect such assumption (or undertaking) plus (ii) the reasonable expenses (including reasonable attorneys’ fees) incurred by the Holder of this
Security in preparing any documentation necessary for such assumption (or undertaking). During the Default Quotation Period, each Holder of this Security and the Company may request a Qualified Financial Institution to provide a quotation of the
amount it would charge to effect such assumption (or undertaking) and notify the other in writing of such quotation. The amount referred to in clause (i) of this paragraph will equal the lowest (or, if there is only one, the only) quotation so
obtained, and as to which notice is so given, during the Default Quotation Period; provided that, with respect to any quotation, the party not obtaining such quotation may object, on reasonable and significant grounds, to the effectuation of
such assumption (or undertaking) by the Qualified Financial Institution providing such quotation and notify the other party in writing of such grounds within two Business Days after the last day of the Default Quotation Period, in which case such
quotation will be disregarded in determining the Default Amount. The “Default Quotation Period” will be the period beginning on the day the Default Amount first becomes due and ending on the third Business Day after such due date,
unless no such quotation is so obtained, or unless every such quotation so obtained is objected to within five Business Days after such due date as provided above, in which case the Default Quotation Period will continue until the third Business Day
after the first Business Day on which prompt notice is given of such quotation as provided above, unless such quotation is objected to as provided above within five Business Days after such first Business Day, in which case the Default Quotation
Period will continue as provided in this sentence. Notwithstanding the foregoing, if the Default Quotation Period (and the subsequent two Business Day objection period) has not ended prior to the Final Valuation Date, then the Default Amount will
equal the Face Amount. 
 “Index Business Day” means any day on which (i) it is a Business Day in New York
City, and (ii) trading is generally conducted on the Chicago Board Options Exchange (“CBOE”). 
 “Market
Disruption Event” means any of the following with respect to the Index, 
  

	 	•	 	 the Index Sponsor does not publish the level of the Index on any Index Business Day; 



 

	 	•	 	 a suspension, absence or material limitation of trading of equity securities then constituting 20% or more of the level of the S&P 500® Index on the Relevant 



  
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Exchanges for such securities for more than two hours of trading (one hour on any day that is an “index roll date” for purposes of calculation the CBOE Volatility Index® (the “VIX Index”) or the relevant successor index) during, or during the one hour period preceding the
close of, the principal trading session on such Relevant Exchange; 


  

	 	•	 	 a breakdown or failure in the price and trade reporting systems of any Relevant Exchange for the S&P 500® Index as a result of which the reported trading prices for equity securities then constituting 20% or more of the
level of the S&P 500® Index are materially inaccurate (i) during the one hour preceding the close of
the principal trading session on such Relevant Exchange or (ii) during any one hour period of trading on such Relevant Exchange on any day that is an “index roll date” for purpose of calculating the VIX Index or the relevant successor
index; 


  

	 	•	 	 a suspension, absence or material limitation of trading on any Relevant Exchange for the VIX Index (or any relevant successor index) for more than two
hours of trading (one hour on any day that is an “index roll date” for purposes of calculation the VIX Index or the relevant successor index) during, or during the one hour period preceding the close of, the principal trading session on
such Relevant Exchange; 


  

	 	•	 	 a breakdown or failure in the price and trade reporting systems of the Relevant Exchange for the VIX Index (or the relevant successor index) as a
result of which the reported trading prices for SPX Options or futures on the VIX Index (or futures on the relevant successor index) during the one hour period preceding, and including, the scheduled time at which the value of SPX Options is
calculated for purposes of the VIX Index (or the relevant successor index) are materially inaccurate; 


  

	 	•	 	 a decision to permanently discontinue trading in SPX Options or futures on the VIX Index (or futures on the relevant successor index);



  

	 	•	 	 on any Index Business Day, the occurrence or existence of a lack of, or a material decline in, the liquidity in the market for trading in any futures
contract underlying the Index; 


  

	 	•	 	 any event or any condition (including without limitation any event or condition that occurs as a result of the enactment, promulgation, execution,
ratification, interpretation or application of, or any change in or amendment to, any law, rule or regulation by an applicable governmental authority) that results in an illiquid market for trading in any futures contract underlying the Index; and



  

	 	•	 	 the declaration or continuance of a general moratorium in respect of banking activities in any relevant city. 



For purposes of determining whether a market disruption event has occurred: 

 

	 	•	 	 a limitation on the hours or number of days of trading will not constitute a Market Disruption Event if it results from an announced change in the
regular business hours of the Relevant Exchange for the S&P 500® Index or the VIX Index (or the relevant
successor index); 



  
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	 	•	 	 limitations pursuant to the rules of any Relevant Exchange similar to NYSE Rule 80B (or any applicable rule or regulation enacted or promulgated by any
other self-regulatory organization or any government agency of scope similar to NYSE Rule 80B as determined by the Index Sponsor) on trading during significant market fluctuations will constitute a suspension, absence or material limitation of
trading; 


  

	 	•	 	 a suspension of trading in an SPX Option or a futures contract on the VIX Index (or futures contract on the relevant successor index) by the Relevant
Exchange for the VIX Index (or the relevant successor index) by reason of: 


  

	 	•	 	 a price change exceeding limits set by such Relevant Exchange; 



 

	 	•	 	 an imbalance of orders relating to such options, or 


  

	 	•	 	 a disparity in bid and ask quotes relating to such options 


 will, in each such case, constitute a suspension, absence or material limitation of trading on such Relevant Exchange; and 
  

	 	•	 	 a “suspension, absence or material limitation of trading” on any Relevant Exchange will not include any time when such Relevant Exchange is
itself closed for trading under ordinary circumstances. 


 “Relevant Exchange” means, with
respect to the S&P 500® Index, the primary exchange or market of trading for any equity security (or any
combination thereof) then included in the S&P 500® Index or, with respect to the VIX Index or any relevant
successor index, the primary exchange or market for SPX Options or futures on the VIX Index (or futures on the relevant successor index). 
 An
“Index Business Day” is a day on which (1) it is a business day in New York City, and (2) trading is generally conducted on the CBOE. 
 “Qualified Financial Institution” means, at any time, a financial institution organized under the laws of any jurisdiction in the United States or Europe that at such time has outstanding
debt obligations with a stated maturity of one year or less from the date of issue and rated A-1 or higher by Standard & Poor’s Ratings Services, (or any successor) or P-1 or higher by Moody’s Investors Service (or any successor)
or, in either case, such other comparable rating, if any, then used by such rating agency. 
 “Scheduled Trading
Day” means, in respect of the Index, any day on which (a) the value of the Index is published, and (b) trading is generally conducted on the markets on which the securities comprising the Index are traded, in each case as
determined by the Calculation Agent in its sole discretion. 
 “SPX Options” means, the
weighted series of out-of-the-money put and call options on the level of the S&P 500® Index used to
calculate the VIX Index, as described in the Prospectus. 

  
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 “Stated Maturity Date” means January 14, 2021 or, if such day is not a
Business Day, the next succeeding Business Day; provided, however, if the fifth business day before this day does not qualify as a Valuation Date, then the Maturity Date will be the fifth Business Day following the Final Valuation
Date. 
 “Trading Day” means with respect to the Securities is a day on which (1) it is a Business Day in
New York City, (2) trading is generally conducted on the NYSE Arca, and (3) trading is generally conducted on the CBOE, in each case as determined by the Calculation Agent in its sole discretion. 

“Valuation Date” means each trading day from January 13, 2011 to January 11, 2021, subject to postponement as
a result of Market Disruption Events, such postponement not to exceed five Trading Days. We refer to January 13, 2011 as the “Initial Valuation Date” and January 11, 2021 as the “Final Valuation Date”. 

1. Promise to Pay Principal at Maturity, upon Optional Redemption or Automatic Termination Event 

Barclays Bank PLC, a public limited company duly organized 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 (or cause to be paid) to Cede & Co., as nominee for The Depository Trust Company,
or registered assigns, the amount as calculated and provided under (i) “Optional Redemption” and elsewhere on the face this Security on the applicable Optional Redemption Date, in the case of any Securities in respect of the which the
Holder exercises such Holder’s right to require the Company to redeem such Holder’s Securities prior to the Stated Maturity Date, (ii) “Automatic Termination Event” and elsewhere on the face of this Security on the
applicable Automatic Redemption Date, in the case of a Automatic Termination Event and (iii) “Payment at Maturity” and elsewhere on the face of this Security, on the Stated Maturity Date. 

2. Payment of Interest 
 The principal of this Security shall not bear interest during its term. 
 3.
Discontinuance or Modification of the Index 
 If the Index Sponsor discontinues publication of the Index, and Barclays
Capital or any other person or entity publishes an index that the Calculation Agent determines is comparable to the Index and the Calculation Agent approves such index as a successor index, then the Calculation Agent will determine the level of the
Index on the applicable Valuation Date and the amount payable on the Optional Redemption Date, Automatic Redemption Date or Stated Maturity Date, as the case may be, by reference to such successor index. 

If the Calculation Agent determines that the publication of the Index is discontinued and there is no successor index, or that the
closing level of the Index is not available for any reason, on the date on which the level of the Index is required to be determined, the Calculation Agent 

  
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will determine the amount payable by a computation methodology that the Calculation Agent determines will as closely as reasonably possible replicate the Index. 

If the Calculation Agent determines that the Index or the method of calculating the Index has been changed at any time in any respect,
and whether the change is made by the Index Sponsor under its existing policies or following a modification of those policies, is due to the publication of a successor index, or is due to any other reason – then the Calculation Agent will be
permitted (but not required) to make such adjustments to the Index or method of calculating the Index as it believes are appropriate to ensure that the level of the Index used to determine the amount payable on the Optional Redemption Date,
Automatic Redemption Date or Stated Maturity Date, as the case may be, is equitable. 
 All determinations and adjustments to be
made by the Calculation Agent may be made in the Calculation Agent’s sole discretion 
 4. Payment at Maturity, upon
Optional Redemption or Automatic Termination Event 
 The payment of this Security that becomes due and payable on the
Stated Maturity Date, on an Optional Redemption Date or Automatic Termination Event, as the case may be, shall be the cash amount that must be paid to redeem this Security as provided above under “Payment at Maturity”, “Optional
Redemption” and “Automatic Termination Event”, respectively. The payment of this Security that becomes due and payable upon acceleration of the Stated Maturity Date hereof after an Event of Default has occurred pursuant to the
Indenture shall be the Default Amount. When the payment referred to in either of the two preceding sentences has been paid as provided herein (or such payment has been made available), the principal of this Security shall be deemed to have been paid
in full, whether or not this Security shall have been surrendered for payment or cancellation. References to the payment at maturity or upon early redemption of this Security on any day shall be deemed to mean the payment of cash that is payable on
such day as provided in this Security. Notwithstanding the foregoing, solely for the purpose of determining whether any consent, waiver, notice or other action to be given or taken by Holders of Securities pursuant to the Indenture has been given or
taken by Holders of Outstanding Securities in the requisite aggregate principal amount, the principal amount of this Security will be deemed to equal the Face Amount. This Security shall cease to be Outstanding as provided in the definition of such
term in the Indenture when the principal of this Security shall be deemed to have been paid in full as provided above. 
 5.
Redemption Mechanics 
 Subject to the minimum redemption amount provided under “Optional Redemption”, the
Holder may require the Company to redeem the Holder’s Securities on any Optional Redemption Date during the term of the Securities provided that such Holder (i) delivers a notice of redemption to the Company via electronic mail by
no later than 4:00 p.m. New York City time on the Business Day prior to the applicable Valuation Date; (ii) delivers a 

  
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signed confirmation of redemption to the Company via facsimile by no later than 5:00 p.m. New York City time on the same day; (iii) instructs the Holder’s DTC custodian to book a
delivery versus payment trade with respect to the Holder’s Securities on the applicable Valuation Date at a price per Security equal to the applicable Closing Indicative Note Value on the applicable Valuation Date facing Barclays Capital DTC
5101; and (iv) causes the Holder’s DTC custodian to deliver the trade as booked for settlement via DTC prior to 10:00 a.m. New York time on the applicable Optional Redemption Date, which shall be the third Business Day following the
applicable Valuation Date (other than the Final Valuation Date). The final Optional Redemption Date shall be the third Business Day following such Valuation Date that is immediately prior to the Final Valuation Date. 

6. Role of Calculation Agent 
 Initially, the Company will serve as the Calculation Agent. The Company may change the Calculation Agent after the Original Issue Date of the Securities without notice. The Calculation Agent will, in its
sole discretion, make all determinations regarding the value of the Securities, including at maturity or upon optional redemption or redemption arising from a Automatic Termination Event, Market Disruption Events, Valuation Dates, Business Days,
Trading Days, the Closing Indicative Note Value, the Accrued Interest, the Accrued Fees, the Default Amount, the Stated Maturity Date, the amount payable in respect of the Securities at maturity, upon optional redemption and upon the occurrence of a
Automatic Termination Event and any other calculations or determinations to be made by the Calculation Agent as specified herein. Absent manifest error, all determinations of the Calculation Agent will be final and binding on the Holder and the
Company, without any liability on the part of the Calculation Agent. The Holder will not be entitled to any compensation from the Company for any loss suffered as a result of any of the above determinations by the Calculation Agent. 

7. Default Amount 
 If an Event of Default occurs and the maturity of this Security is accelerated, the Default Amount will be payable in respect of this Security at maturity. 

8. Payment 
 Payment of any amount payable on this Security in cash will 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. Payment of any cash payable on this Security will be made to an account designated by the Holder (in writing to the Company and the Trustee on or before the Final Valuation Date) and approved by the Company or, if no such account is
designated and approved as aforesaid, at the office or agency of the Company maintained for that purpose in The City of New York (i.e., the office of the Trustee), provided, however, that payment at Stated Maturity, upon
Optional Redemtion or Automatic Termination Event shall be made only upon surrender of this Security at such office or agency (unless the Company expressly waives surrender). Notwithstanding the foregoing, if this Security is a Global Security, any
payment 

  
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may be made pursuant to the Applicable Procedures of the Depositary as permitted in said Indenture. 
 9. Reverse of this Security 
 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. 
 10. Certificate of Authentication 
 Unless the certificate of
authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

11. Prospectus 
 Reference is made to the (i) the Prospectus related to the Securities, dated August 31, 2010, (ii) the Prospectus Supplement, dated August 31, 2010 and (iii) the Pricing
Supplement, dated [                    ], (together, the “Prospectus”). The terms and conditions of this Security as fully
set forth in the Prospectus are hereby incorporated by reference in their entirety into this Security and binding upon the parties hereto. In the event of a conflict between the terms of the Prospectus and the terms of this Security, the Prospectus
will control and if the Prospectus provides for a specific United States tax characterization, by purchasing a Security, you agree (in the absence of a change in law, an administrative determination or a judicial ruling to the contrary) to be bound
for United States federal income tax purposes to such tax characterization. Copies of the Prospectus are available from the Company or any underwriter or any dealer participating in the offering by calling toll free, 1-888-227-2275 (extension
2-3430). 

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

 

			
	BARCLAYS BANK PLC
		
	By:	 	 
		 	Name:
		 	Title:
		
	By:	 	 
		 	Name:
		 	Title:


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

 

			
	THE BANK OF NEW YORK MELLON
		
	By:	 	 
		 	Name:
		 	Title:



  
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 (Reverse of Security) 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”) issued and
to be issued in one or more series under an Indenture, dated as of September 16, 2004 (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New
York Mellon, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee, the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Insofar as the provisions of the Indenture may conflict with the
provisions set forth on the face of this Security, the latter shall control for purposes of this Security. 
 This Security is
one of the series designated on the face hereof, limited to an aggregate initial offering price not to exceed $21,000,000,000 (or the equivalent thereof in any other currency or currencies or currency units), which amount may be increased at the
option of the Company if in the future it determines that it may wish to sell additional Securities of this series. References herein to “this series” mean the series designated on the face hereof. 

Payments under the Securities will be made without deduction or withholding for, or on account of, any and all present or future income,
stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision
or authority thereof or therein having the power to tax (each a “Taxing Jurisdiction”), unless such deduction or withholding is required by law. If any such Taxes are at any time required by a Taxing Jurisdiction to be deducted or
withheld, the Company will, subject to the exceptions and limitations set forth in Section 10.04 of the Indenture, pay such additional amounts of the principal of such Security and any other amounts payable on such Security (“Additional
Amounts”) as may be necessary in order that the net amounts paid to the Holder of any Security, after such deduction or withholding, shall equal the amounts of the principal of such Security and any other amounts payable on such Security
which would have been payable in respect of such Security had no such deduction or withholding be required. 
 If at any time
the Company determines that as a result of a change in or amendment to the laws or regulations of a Taxing Jurisdiction (including any treaty to which such Taxing Jurisdiction is a party), or a change in an official application or interpretation of
such laws or regulations (including a decision of any court or tribunal), either generally or in relation to any particular Securities, which change, amendment, application or interpretation becomes effective on or after the Original Issue Date in
making any payment of, or in respect of, the principal amount of the Securities, the Company would be required to pay any Additional Amounts with respect thereto, then the Securities will be redeemable upon not less than 35 nor more than 60
days’ notice by mail, at any time thereafter, in whole but not in part, at the election of the Company as provided in the Indenture at a redemption price determined by the Calculation 

  
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Agent in a manner reasonably calculated to preserve the relative economic position of the Company and the Holders of Outstanding Securities. 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the
Securities at the time Outstanding of all series to be affected (considered together as one class for this purpose). The Indenture also contains provisions (i) permitting the Holders of a majority in aggregate principal amount of the Securities
at the time Outstanding of all series to be affected under the Indenture (considered together as one class for this purpose), on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of
the Indenture and (ii) permitting the Holders of a majority in aggregate principal amount of the Securities at the time Outstanding of any series to be affected under the Indenture (with each such series considered separately for this purpose),
on behalf of the Holders of all Securities of such series, to waive certain past 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 at the time Outstanding shall have made written request to the Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, and the Trustee shall not have received from the Holders of a
majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof on or after the respective due dates expressed herein. 

  
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 No reference herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of this Security as herein provided. 
 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the 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 denominations of any multiple of $20. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 
 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 and the Indenture shall be governed by and construed in accordance with
the laws of the State of New York.