Exhibit 4.1


 









 



 



 



BARCLAYS BANK
PLC,


Issuer


 


TO


 


THE BANK OF
NEW YORK MELLON,

Trustee


 


 


Supplemental
Indenture


 


 


Dated as of
January 5, 2023


 


Supplement to
Senior Debt Securities Indenture Dated

as of September 16, 2004


 


 









 



 



 






     


     


    

SUPPLEMENTAL
INDENTURE, dated as of January 5, 2023 (this “Supplemental Indenture”), to the Senior Debt Securities Indenture, dated as
of September 16, 2004 (hereinafter called the “Base Indenture,” as amended by the Supplemental Indenture, dated as of February
22, 2018, together with the Base Indenture, herein collectively called the “Indenture,” which term shall have the meaning
assigned to it in the Base Indenture), between Barclays Bank PLC, a public limited company registered in England and Wales (herein called
the “Company”), having its registered office at 1 Churchill Place, London E14 5HP, England, and The Bank of New York Mellon,
a New York banking corporation, as trustee (the “Trustee”). Capitalized terms used but not otherwise defined herein shall
have the meanings given to them in the Base Indenture.


 


Recitals
of the Company


 


WHEREAS,
the Company has heretofore made, executed and delivered to the Trustee the Indenture, providing for the issuance from time to time of
the Company’s unsecured and unsubordinated debentures, notes or other evidences of indebtedness (the “Senior Debt Securities”)
to be issued in one or more series;


 


WHEREAS,
the Company has issued the iPath® S&P GSCI® Crude Oil Total Return Index ETNs due August 14, 2036 (CUSIP:
06738C760) (such securities, the “Affected Securities”), which constitute a series of the Senior Debt Securities issued by
the Company pursuant to the Indenture;


 


WHEREAS,
the Company desires to modify certain provisions of the Affected Securities to provide the Company with an unqualified right to redeem
all, but not less than all, outstanding Affected Securities in return for a cash payment in U.S. dollars per Affected Security in an
amount equal to the principal amount of the Holder’s Affected Securities times the Index Factor (as defined in the Global
Security for the Affected Securities) on the applicable Trading Day (as defined in the Global Security for the Affected Securities) minus
the Investor Fee (as defined in the Global Security for the Affected Securities) on the applicable Trading Day;


 


WHEREAS,
Section 9.02 of the Base Indenture provides that, with the consent of not less than a majority in aggregate principal amount of the Outstanding
Senior Debt Securities of each series affected by such supplemental indenture, the Company, when authorized by a Board Resolution, and
the Trustee may enter into an indenture or indentures supplemental to the Indenture for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture or of modifying in any manner the rights of the Holders of Senior
Debt Securities of such series under the Indenture;


 


WHEREAS,
the Company launched a tender offer to invite the Holders to tender their Affected Securities for purchase by the Company (the “Tender
Offer”) and a consent solicitation with respect to the amendments contemplated by this Supplemental Indenture (the “Consent
Solicitation”) on October 28, 2022 and the Holders who validly tender (and do not validly withdraw) their Affected Securities will
be deemed to have consented to the amendments contemplated by this Supplemental Indenture;


 




     


     


    

WHEREAS,
through the Consent Solicitation the Trustee and the Company have received the consent of a majority in aggregate principal amount of
Affected Securities, as specified in Annex A, to the matters contemplated herein and as evidenced by the certificate from The
Bank of New York Mellon (the “Tender Agent”) attached as Annex B hereto;


 


WHEREAS,
this Supplemental Indenture is authorized by the Board Resolution dated March 28, 2018 and by the Approval of the Chief Finance Officer
dated October 20, 2022, and all things necessary to make this Supplemental Indenture a valid agreement of the Company and the Trustee
according to its terms have been done; and


 


WHEREAS,
the Company has requested and hereby requests that the Trustee join with the Company in the execution of this Supplemental Indenture;


 


Now,
Therefore, This Supplemental Indenture Witnesseth


 


For
and in consideration of the provisions set forth herein, it is mutually agreed, for the equal and proportionate benefit of all Holders,
from time to time, of the Affected Securities as follows:


 


ARTICLE
1

Amendments


 


Section
1.01. Concurrently with the execution and delivery of this Supplemental Indenture, the Affected Securities
shall be amended and restated in accordance with the revised Global Security set out in Annex C hereto (the “Replacement
Security”). This Supplemental Indenture shall amend the Affected Securities without any further action.


 


Section 1.02.  Immediately
following the execution and delivery of this Supplemental Indenture, the outstanding Global Security for the Affected Securities
shall be canceled pursuant to the Indenture and the Trustee shall authenticate and deliver $8,973,304,000 principal amount of the
Replacement Security in replacement thereof, provided that the failure to issue the Replacement Security shall not affect the
validity of the Affected Securities that remain Outstanding after the Tender Offer is consummated or the effect of this Supplemental
Indenture with respect to such outstanding Affected Securities.


 


ARTICLE
2

Miscellaneous Provisions


 


Section
2.01. Other Terms of Indenture. Except insofar as herein otherwise expressly provided, all
provisions, terms and conditions of the Indenture are in all respects ratified and confirmed and shall remain in full force and effect
including, without limitation, Section 6.07.


 


Section
2.02. Terms Defined. All terms defined in the Indenture shall have the same meanings when
used herein.


 




     


     


    

Section
2.03. Separability Clause. In case any provision in this Supplemental Indenture shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.


 


Section
2.04. Governing Law. This Supplemental Indenture shall be governed by and construed in accordance
with the law of the State of New York.


 


Section
2.05. Further Instruments. The Company will execute and deliver such further instruments and
do such further acts and things as may reasonably be required to carry out the intent and purpose of this Supplemental Indenture. Upon
Company Request, the Trustee will execute and deliver such further instruments and do such further acts and things as may reasonably
be required to carry out the intent and purpose of this Supplemental Indenture.


 


Section
2.06. Trust Indenture Act. If any provision of this Supplemental Indenture limits, qualifies
or conflicts with another provision that is required to be included in this Supplemental Indenture by the Trust Indenture Act of 1939,
as amended, the required provision shall control.


 


Section
2.07. Counterparts. This Supplemental Indenture may be executed manually, by facsimile or by electronic signature in any number
of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but
one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile, email or other
electronic format (i.e., “pdf,” “tif” or “jpg”) transmission or other electronically-imaged signature
(including, without limitation, DocuSign or Adobe Sign) or transmission shall constitute effective execution and delivery of this Supplemental
Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the
parties hereto transmitted by facsimile, email or other electronic format (i.e., “pdf,” “tif” or “jpg”)
(including, without limitation, DocuSign or Adobe Sign) shall be deemed to be their original signatures for all purposes. Notwithstanding
anything to the contrary contained herein or in the Affected Securities, the words “execute,” “execution,” “signed,”
and “signature” and words of similar import used in or related to any document to be signed in connection with this Supplemental
Indenture, the Affected Securities, the Replacement Security or any of the transactions contemplated hereby or thereby (including amendments,
waivers, consents and other modifications) shall be deemed to include electronic signatures and the keeping of records in electronic
form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature in ink or the use
of a paper-based recordkeeping system, as applicable, to the fullest extent and as provided for in any applicable law, including the
Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any
other similar state laws based on the Uniform Electronic Transactions Act.


 


Section
2.08. Not Responsible for Recitals. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture,
but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities
and responsibilities of the Trustee. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner
whatsoever for or with respect to any of the recitals or


 




     


     


    

statements
contained herein, all of which recitals or statements are made solely by the Company, or for or with respect to (i) the validity or sufficiency
of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Company by action
or otherwise, (ii) the due execution hereof by the Company or (iv) the consequences of any amendment herein provided for, and the Trustee
makes no representation with respect to any such matters.


 


[Signature Page
Follows]


 




     


     


    

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


 


	 	BARCLAYS BANK PLC
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Shilpa Akella 
	 	 	Name:	Shilpa Akella
	 	 	Title:	Managing Director
	 	 	 	 
	 	THE BANK OF NEW YORK MELLON, as Trustee
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Michael Lee
	 	 	Name:	Michael Lee
	 	 	Title:	Authorized Signatory



 


 


 [Signature
Page to Supplemental Indenture]


 




     


     


    

Annex
A*


 


	Name of Affected Securities	Inception Date	CUSIP	Principal
    Amount of Outstanding Affected Securities Deemed to Consent	Percent
    of Outstanding Affected Securities Deemed to Consent
	iPath®
    S&P GSCI® Crude Oil Total Return Index ETN	August
    15, 2006	06738C760	$380,062,000	52.36%



 


 






 












		*	The CUSIP number has been assigned
                                            to this issue by Standard and Poor’s Corporation and is included solely for the convenience
                                            of the Holders. None of the Company, the Trustee or any of their respective agents shall
                                            be responsible for the selection or use of the CUSIP number, nor is any representation made
                                            as to its correctness on the Affected Securities or as indicated in any consent solicitation
                                            statement.


 






     


     


    

Annex
B


 


Certificate
of Tender Agent




     


     


    

 





	 	The
                           Bank of New York Mellon

                           London
                           Branch

                           160
                           Queen Victoria Street

                           London EC4V 4LA

                           United Kingdom
	T +44(0)20 7163
    5566



 


 


BARCLAYS BANK
PLC


 


CONFIRMATION OF
RECEIPTS OF TENDERS AND CONSENTS


 


The
Bank of New York Mellon, London Branch, pursuant to its authority and capacity as Tender Agent in conjunction with the Amended and Restated
Offer to Purchase and Consent Solicitation Statement dated December 1, 2022 (the “Statement”), for Barclays Bank PLC’s
iPath® S&P GCSI® Crude Oil Total Return Index ETNs due August 14, 2036 (CUSIP No. 06738C760) (the “Notes”),
hereby confirms receipt of tender and consent instructions from holders in the aggregate amount listed below:


 


	CUSIP Number:	06738C760
	 	 
	Total Notes Tendered:	190,031
	 	 
	Number of Notes Outstanding:	362,962
	 	 
	Percentage providing Tender and Consent:	52.3556%
	 	 


 


The
aforementioned tenders and consents were received at or prior to 11:59 p.m., New York City time, January 3, 2023 and such tenders and
consents have not been revoked or withdrawn in whole or in part and are in full force and effect as of the date hereof.


 


The
Tender Agent confirms that pursuant to a Paying Agent Letter Agreement dated June 15, 2021 (the “Paying Agent Agreement”)
between Barclays Bank PLC, as Issuer and The Bank of New York Mellon, London Branch as Paying Agent (the “Paying Agent”)
in connection with the offer to purchase described in the Statement, the Paying Agent is entitled to conclusively rely upon this certificate
in connection with its duties as set out in the Paying Agent Agreement.


 


The Bank of
New York Mellon


 


By: /s/ Michael
Lee


 


Date: January
4, 2023


 


The
Bank of New York Mellon – Incorporated with limited liability in the State of New York, USA. Head Office: 240 Greenwich Street,
New York, NY 10286, USA. London Branch registered in England & Wales with FC No 005522 and BR No 000818 and with its Registered Office
at 160 Queen Victoria Street, London EC4V 4LA. The Bank of New York Mellon is supervised and regulated by the New York State Department
of Financial Services and the US Federal Reserve and authorised by the Prudential Regulation Authority. The Bank of New York Mellon,
London Branch is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority.
Details about the extent of our regulation by the Prudential Regulation Authority are available from us on request.


 






     


     


    

 





Annex
C


 


Form of Amended
and Restated Global Security


 




     


     


    

 


(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.


 




     


     


    

	Date: [•]	 
	CUSIP
    No. 06738C760	ISIN:
    US06738C7609







 


BARCLAYS BANK
PLC



GLOBAL MEDIUM-TERM NOTES, SERIES A


 


 






 









 


 


iPath®
S&P GSCI® Crude Oil Total Return Index ETN





due August 14,
2036


 


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.


 




Face Amount:
$[•] equal to [•] Securities at $2,000 per Security.


 


Index: S&P
GSCI® Crude Oil Total Return Index.


 


Inception Date:
August 15, 2006.


 


Original Issue
Date: August 18, 2006.


 


Interest Rate:
The principal of this Security shall not bear interest.


 


Denomination:
$2,000 per Security. The principal amount was $50 per Security from, and including, the Original Issue Date to, but excluding, May
1, 2020, the effective date of the 1 for 40 reverse split of the Securities.


 


Payment at Maturity:
On the Maturity Date, the Company shall redeem this Security by paying to the Holder a cash payment equal to the principal amount
of the Holder’s Securities times the Index Factor on the Final Valuation Date minus the Investor Fee on the Final
Valuation Date unless such Securities were previously redeemed on a Redemption Date as provided under “Early Redemption”.


 


Early Redemption:
If the Company has
















not delivered notice of its intention to exercise its right to redeem the Securities, the Holder may, subject
to the notification requirements provided under Section 5 hereof, require the Company to redeem the Holder’s Securities in whole
or in part on any Redemption Date during the term of the Securities (“Holder Redemption”). If the Holder requires the Company
to redeem the Holder’s Securities on any Redemption Date, the Holder will receive a cash payment equal to the principal amount
of the Holder’s Securities times the Index Factor on the applicable Valuation Date minus the Investor Fee on the
applicable Valuation Date. Beginning on (and including) May 1, 2020, the effective date of the 1 for 40 reverse split of the Securities,
the Company shall not be required to redeem fewer than 1,250 Securities at one time, provided that the Company may from time to
time in its sole discretion reduce, in part or in whole, this minimum redemption amount on a consistent basis for all Holders who hold
Securities at the time the reduction becomes effective.


 


The Company may
redeem the Securities (in whole but not in part) at its sole discretion on any Business Day from and including the date hereof to and
including the Maturity Date (“Issuer Redemption”). To exercise its right to redeem, the





 








	 



 


(Face of Security continued on next page)


 






    -2-


     


    












Company must deliver notice to the
Holders of the Securities not less than ten calendar days prior to the Redemption Date on which the Company intends to redeem the Securities.
If the Company redeems the Securities, the Holder will receive a cash payment in U.S. dollars per Security in an amount equal to the
principal amount of the Holder’s Securities times the Index Factor on the Valuation Date specified by the Company in such
















issuer redemption notice minus the Investor Fee on such Valuation Date.


 


Calculation
Agent: Barclays Bank PLC.


 


Defeasance:
Neither full defeasance nor covenant defeasance applies to this Security.


 


Listing: None





 


 





	 






(Face of Security continued on next page)




    -3-


     


    

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.


 


“Business
Day” means any day that is not a Saturday, a Sunday or a day on which banking institutions in London or New York City 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 in its sole discretion, 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). If either party obtains
a quotation, it must notify the other party in writing of the 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 the 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 that quotation will be disregarded in determining the Default Amount. The “Default Quotation Period”
shall 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 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 of a quotation is given 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.


 


“Final
Valuation Date” means August 7, 2036, or if such date is not a Trading Day, the next succeeding Trading Day; provided,
however, that if the Calculation Agent determines that a Market Disruption Event occurs or is continuing on such date, the Final
Valuation Date will be the first following Trading Day on which the Calculation Agent


 



    -4-


     


    




determines
that a Market Disruption Event does not occur and is not continuing, provided that in no event will the Final Valuation Date be
postponed by more than five Trading Days.


 


“Index
Component” means, with respect to the Securities, any of the futures contracts on physical commodities that comprise the Index.


 


“Index
Factor” means, on any given day, the amount equal to the closing value of the Index on that day divided by the closing
value of the Index on the Inception Date.


 


“Investor
Fee” means the amount equal to 0.75% per year times the principal amount of the Holder’s Securities times the
Index Factor, calculated on a daily basis in the following manner: (i) the Investor Fee on the Inception Date shall equal zero; and (ii)
on each subsequent calendar day until and including the Final Valuation Date or, in the case of Securities with respect to which the
Holder or the Company has exercised its right of Early Redemption, the applicable Valuation Date, the Investor Fee will increase by an
amount equal to 0.75% times the principal amount of the Holder’s Securities times the Index Factor on that day (or,
if such day is not a Trading Day, the Index Factor on the immediately preceding Trading Day) divided by 365.


 


“Market
Disruption Event” means, with respect to the Securities, in the opinion of the Calculation Agent and determined in its sole
discretion: (i) a material limitation, suspension or disruption in the trading of any Index Component which results in a failure by the
trading facility on which the relevant contract is traded to report a daily contract reference price; (ii) the daily contract reference
price for any Index Component has increased or decreased from the previous day’s daily contract reference price by the maximum
amount permitted under the applicable rules or procedures of the relevant trading facility; (iii) S&P Dow Jones Indices LLC fails
to publish the closing value of the Index or the applicable trading facility or other price source fails to announce or publish the daily
contract reference price for one or more Index Components; (iv) any other event, if the Calculation Agent determines in its sole discretion
that the event materially interferes with the ability of Barclays Bank PLC or the ability of any affiliates of Barclays Bank PLC to unwind
all or a material portion of a hedge with respect to the Securities that Barclays Bank PLC or any of its affiliates have effected or
may effect. The following events will not be Market Disruption Events: (a) a limitation on the hours or numbers of days of trading on
a trading facility on which any Index Component is traded, but only if the limitation results from an announced change in the regular
business hours of the relevant market; or (b) a decision by a trading facility to permanently discontinue trading in any Index Component.


 


“Maturity
Date” means August 14, 2036, provided that if such date is not a Business Day, the Maturity Date will be the next succeeding
Business Day; provided, however, that if the fifth Business Day preceding August 14, 2036 does not qualify as the Final Valuation
Date referred to above, then the Maturity Date will be the fifth Business Day following the Final Valuation Date.


 


“Qualified
Financial Institution” means, at any time, a financial institution organized under the laws of any jurisdiction in the United
States of America 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, a division of The McGraw Hill Companies, Inc. (or any successor)
or P-1 or higher by Moody’s Investors Service, Inc. (or any successor) or, in either case, such other comparable rating, if any,
then used by such rating agency.


 




    -5-


     


    

“Redemption
Date” means (a) in the case of Holder Redemption, the third Business Day following each Valuation Date (other than the Final
Valuation Date, where the final Redemption Date will be the third Business Day following the Valuation Date that is immediately prior
to the Final Valuation Date); or (b) in the case of Issuer Redemption, the fifth Business Day after the Valuation Date specified by the
Company in the issuer redemption notice, which will in no event be later than the Maturity Date.


 


“Successor
Index” means any substitute index approved by the Calculation Agent as a Successor Index pursuant to Section 3 hereof.


 


“Trading
Day” means any day on which (i) the value of the Index is published by S&P Dow Jones Indices LLC; (ii) trading is generally
conducted on the NYSE Arca Stock Exchange; and (iii) trading is generally conducted on the markets on which the Index Components are
traded, in each case as determined by the Calculation Agent in its sole discretion.


 


“Valuation
Date” means each Business Day from October 1, 2007 to August 7, 2036, inclusive, or if such date is not a Trading Day, the
next succeeding Trading Day; provided, however, that if the Calculation Agent determines that a Market Disruption Event
occurs or is continuing on such date, the Valuation Date will be the first following Trading Day on which the Calculation Agent determines
that a Market Disruption Event does not occur and is not continuing, provided that in no event will any Valuation Date be postponed
by more than five Trading Days.


 









 









 


1.        
Promise to Pay at Maturity or Upon Early Redemption


 


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) “Early Redemption” and elsewhere on the face this Security on the applicable Redemption Date, in the case
of any Securities in respect of which the Holder exercises its Holder Redemption right or the Company exercises its Issuer Redemption
right prior to the Maturity Date, or (ii) “Payment at Maturity” and elsewhere on the face of this Security on the Maturity
Date, in the case of all other Securities.


 


2.        
Payment of Interest


 


The
principal of this Security shall not bear interest. Any return on this Security may be deemed to be interest and will in no event be
higher than the maximum rate permitted by New York law, as it may be modified by U.S. law of general application.


 


3.        
Discontinuance or Modification of the Index; Market Disruption Event


 


If
S&P Dow Jones Indices LLC discontinues publication of the Index and S&P Dow Jones Indices LLC or any other Person or entity publishes
an index that the Calculation Agent determines is comparable to the discontinued Index and approves as a Successor Index, then the Calculation
Agent will determine the value of the Index on the


 




    -6-


     


    

applicable
Valuation Date and the amount payable on the Maturity Date or any Redemption Date by reference to such Successor Index.


 


If
the Calculation Agent determines that the publication of the Index is discontinued and that there is no Successor Index, or that the
closing value of the Index is not available because of a Market Disruption Event or for any other reason, on any Valuation Date, or if
for any other reason the Index is not available to the Company or the Calculation Agent on any Valuation Date, the Calculation Agent
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, the Index Components or the method of calculating the Index has been changed at any
time in any respect, including, without limitation, any addition, deletion or substitution and any reweighting or rebalancing of Index
Components, and whether the change is made by S&P Dow Jones Indices LLC under its existing policies or following a modification of
those policies, is due to the publication of a Successor Index, is due to events affecting one or more of the Index Components, or is
due to any other reason, then the Calculation Agent will be permitted (but shall not be required) to make such adjustments to the Index
or method of calculating the Index as it believes are appropriate to ensure that the value of the Index used to determine the amount
payable on the Maturity Date or upon Early Redemption is equitable.


 


The
Calculation Agent shall have the right to postpone a Valuation Date, and thus the determination of the value of the Index, if the Calculation
Agent determines that, on such Valuation Date, a Market Disruption Event occurs or is continuing in respect of any Index Component. If
such a postponement occurs, the Calculation Agent shall determine the value of the Index Components unaffected by the Market Disruption
Event by using the closing value of such Index Component or Index Components on the scheduled Valuation Date and shall determine the
value of any affected Index Component by using the closing value of such Index Component on the first Trading Day after that day on which
no Market Disruption Event occurs or is continuing with respect to such Index Component. In no event, however, may the Calculation Agent
postpone a Valuation Date by more than five Trading Days.


 


In
the event that a Valuation Date is postponed until the fifth Trading Day following the scheduled Valuation Date, but a Market Disruption
Event occurs and is continuing on such day, that day shall nevertheless be a Valuation Date, and the Calculation Agent shall determine
the value of the Index on such day by a good faith estimate in its sole discretion of the value of the Index that would have prevailed
in the absence of a Market Disruption Event.


 


The
Calculation Agent shall have the right to make all determinations and adjustments with respect to the Index in its sole discretion.


 


4.        
Payment at Maturity or Upon Early Redemption


 


The
payment of this Security that becomes due and payable on the Maturity Date or on a Redemption Date, 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” and “Early Redemption”,
respectively. The payment of this Security that becomes due and payable upon acceleration of the Maturity Date hereof after an Event
of Default has occurred pursuant to


 




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the
Indenture shall be the Default Amount. When the principal 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


 


(a)
Holder Redemption. If the Company has not delivered notice of its intention to exercise its right to redeem the Securities, subject to
the minimum redemption amount provided under “Early Redemption”, the Holder may require the Company to redeem the Holder’s
Securities on any 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 time on the Business Day prior to the applicable Valuation Date;
(ii) delivers a signed confirmation of redemption to the Company via facsimile by no later than 5:00 p.m. New York 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 equal to the principal amount of the Holder’s Securities times the Index Factor on
the applicable Valuation Date minus the Investor Fee on the applicable Valuation Date, facing Barclays DTC 5101; and (iv) causes the
Holder’s DTC custodian to deliver the trade as booked for settlement via DTC at or prior to 10:00 a.m. New York time on the applicable
Redemption Date, which shall be the third Business Day following the applicable Valuation Date (other than the Final Valuation Date).
The final Redemption Date shall be the third Business Day following such Valuation Date that is immediately prior to the Final Valuation
Date.


 


(b)
Issuer Redemption. If the Company elects to exercise its right to redeem the Securities under “Issuer Redemption”, the Company
will deliver written notice of such election to redeem to the Holders of the Securities not less than ten calendar days prior to the
Redemption Date on which the Company intends to redeem the Securities. The Final Valuation Date will be the date specified by the Company
in such issuer redemption notice (subject to postponement in the event of a Market Disruption Event), and the Securities will be redeemed
on the fifth Business Day following such Valuation Date, but in no event later than the Maturity Date.


 


6.        
Role of Calculation Agent


 


The
Calculation Agent will be solely responsible for all determinations and calculations regarding the value of the Securities, including
at maturity or upon early redemption; Market Disruption Events; Business Days; Trading Days; the Investor Fee; the Default Amount; the
closing value of the Index on the Inception Date and on any Valuation Date; the Maturity Date; Redemption Dates; the amount payable on
the Securities and all such other matters as may be specified elsewhere herein as matters to be determined by the


 




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Calculation
Agent. The Calculation Agent shall make all such determinations and calculations in its sole discretion, and absent manifest error, all
determinations of the Calculation Agent shall be final and binding on the Company, the Holder and all other Persons having an interest
in this Security, without liability on the part of the Calculation Agent.


 


The
Company shall take such action as shall be necessary to ensure that there is, at all relevant times, a financial institution serving
as the Calculation Agent hereunder. The Company may, in its sole discretion at any time and from time to time, upon written notice to
the Trustee, but without notice to the Holder of this Security, terminate the appointment of any Person serving as the Calculation Agent
and appoint another Person (including any Affiliate of the Company) to serve as the Calculation Agent. Insofar as this Security provides
for the Calculation Agent to determine the value of the Index on any date or other information from any institution or other source,
the Calculation Agent may do so from any source or sources of the kind contemplated or otherwise permitted hereby notwithstanding that
any one or more of such sources are the Calculation Agent, Affiliates of the Calculation Agent or Affiliates of the Company.


 


7.        
Default Amount


 


If
any 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 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 will be made to an account designated by the Holder (in writing to the
Company and the Trustee on or before the applicable Valuation Date) and acceptable to the Company or, if no such account is designated
and acceptable as aforesaid, at the office or agency of the Company maintained for that purpose in The City of New York, provided,
however, that payment on the Maturity Date or any Redemption Date shall be made only upon surrender of this Security at such office
or agency (unless the Company waives surrender). Notwithstanding the foregoing, if this Security is a Global Security, any payment 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


 


This
Security may be signed by the Company by manual or by pdf or other electronically-imaged (including, without limitation, DocuSign or
Adobe Sign) signature and this Security so executed shall be deemed to have been duly and validly executed and be valid and effective
as a manually executed Security. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the
reverse hereof by manual or by pdf or other electronically-imaged (including, without limitation, DocuSign or Adobe Sign)


 




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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 (i) the Prospectus related to the Securities dated July 19, 2013, (ii) the Prospectus Supplement, dated July 19, 2013, (iii)
and the Pricing Supplement, dated December 14, 2015, as each may be amended from time to time (together, the “Prospectus”).
If the Prospectus provides for a specific United States tax characterization, by purchasing a Security, you agreed (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 as of the date first set forth above.


 


	 	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.


 


	 	THE BANK OF NEW YORK MELLON, as Trustee
	 	 
	 	 
	 	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, as amended by the Supplemental Indenture, dated as of February
22, 2018 (as so amended, herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument
dated as of September 16, 2004), 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. 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 been 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 equal to the principal amount thereof.


 


(Reverse of Security
continued on next page)


 




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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.


 


(Reverse of Security
continued on next page)


 




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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 $2,000. 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.


 


(Reverse of Security)


 




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