EX-4.2



 Exhibit 4.2 

EXECUTION VERSION 
 BARCLAYS BANK
PLC 
 Officer’s Certificate 

In connection with the issuance of $2,250,000,000 aggregate principal amount of 3.75% Fixed Rate Senior Notes due 2024 (the
“Securities”) of Barclays Bank PLC (the “Bank”), I, Jennifer Moreland, hereby certify pursuant to Sections 1.02 and 3.01 of the Senior Debt Securities Indenture (the “Indenture”), dated as of September 16, 2004,
between the Bank and The Bank of New York Mellon (formerly known as The Bank of New York), as Trustee (the “Trustee”), in connection with the request contained in the accompanying Authentication Order of an even date herewith (the
“Authentication Order”) that the Trustee authenticate and deliver the Securities as therein provided, as follows: 
 1. I have read
the conditions and any applicable covenants provided for in the Indenture relating to the issuance and authentication and delivery of the Securities, including Sections 1.02, 2.01 and 3.01 thereof, and in respect of compliance with which this
certificate is being delivered, and the definitions relating thereto; 
 2. The statements contained in this Certificate are based on my
review of the Authentication Order and the written resolutions respectively duly adopted by the Fund Raising Committee of the Bank on September 16, 2004 and July 12, 2013 and the Treasury Committee of the Bank on May 14, 2014, the
minutes of a meeting of the Board of Directors of the Bank held on December 12, 2013, the approval by the Group Finance Director and written resolution of the Treasury Committee dated May 1, 2014 and the approval by the Group Finance
Director and written resolution of the Treasury Committee of the Bank dated May 12, 2014, and pursuant to such resolutions, minutes and approval, I hereby confirm that the forms and terms of the Securities (as set forth in Annex A) were
established in accordance with Sections 2.01 and 3.01 of the Indenture; 
 3. In my opinion, I have made such examination and investigation
as is necessary to enable me to express an informed opinion as to whether or not such conditions and any applicable covenants have been complied with; and 

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







 Dated: May 15, 2014 

 

			
		 	/s/ Jennifer Moreland
	Name:	 	Jennifer Moreland
	Title:	 	Managing Director


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







 Annex A 

Forms and Terms of the Securities 
  

			
		
	Title of Securities:	  	3.75% Fixed Rate Senior Notes due 2024
		
	Issue Price:	  	99.967%
		
	Issue Date of Securities:	  	May 15, 2014
		
	 Aggregate Principal
 Amount of
Securities:
	  	$2,250,000,000
		
	Denomination:	  	$200,000 and integral multiples of $1,000 in excess thereof
		
	Form of Securities:	  	The Securities will be issued in the form of global notes that will be deposited with The Depository Trust Company (“DTC”) on the closing date. Each global note will be registered in the name of Cede & Co. and executed
and delivered in substantially the form attached hereto as Exhibit A.
		
	Maturity Date:	  	May 15, 2024
		
	Interest Rate:	  	3.75% per annum, accruing from May 15, 2014.
		
	Interest Payment Dates:	  	May 15 and November 15 of each year, commencing on November 15, 2014 and ending on the Maturity Date, provided that if such Interest Payment Date is not a Business Day, the Interest Payment Date shall be postponed to the next
Business Day,









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

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

		
	Day Count:	  	30/360, Following, Unadjusted
		
	 Currency of payment of principal,
 interest and
Additional Amounts:
	  	United States Dollars
		
	 Place of Payment
 and Paying Agent:
	  	Corporate Trust Office of the Trustee, London, England.
		
	Ranking:	  	The ranking of the Securities shall be as set forth in the Prospectus Supplement dated May 12, 2014 (the “Prospectus Supplement”) and the Prospectus dated July 19, 2013 relating to the Securities (the “Base
Prospectus”).
		
	Regular Record Dates:	  	The Business Day immediately preceding each Interest Payment Date (or, if the Notes are held in definitive form, the 15th Business Day preceding each Interest Payment Date).









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









			
		  	By its acquisition of the Securities, each Holder and Beneficial Owner (i) acknowledges and agrees that the exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities shall not give
rise to a default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the U.S. Trust Indenture Act of 1939, as amended, (ii) to the extent permitted by the Trust Indenture Act, waives
any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in
accordance with the exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities, (iii) acknowledges and agrees that, upon the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution
Authority, (a) the Trustee shall not be required to take any further directions from Holders or Beneficial Owners of the Securities under Section 5.12 of the Indenture and (b) the Indenture shall impose no duties upon the Trustee whatsoever with
respect to the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority (notwithstanding the foregoing in (iii), if, following the completion of the exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution









			
		  	 Authority, the Securities remain outstanding, then the Trustee’s duties under the Indenture shall remain applicable with respect to the
Securities following such completion to the extent that the Bank and the Trustee shall agree pursuant to a supplemental indenture), and (iv) shall be deemed to have (a) consented to the exercise of any U.K. Bail-In Power as it may be imposed without
any prior notice by the Relevant U.K. Resolution Authority of its decision to exercise such power with respect to the Securities and (b) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it
holds such Securities to take any and all necessary action, if required, to implement the exercise of any U.K. Bail-In Power with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holder and
such Beneficial Owner or the Trustee.
  
 Upon the exercise of the U.K. Bail-In Power by
the Relevant U.K. Resolution Authority with respect to the Securities, the Bank shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. Bail-In Power for purposes of notifying Holders and Beneficial Owners of
such occurrence. The Bank shall also deliver a copy of such notice to the Trustee for information purposes.
  

The exercise of the U.K. Bail-In Power by the Relevant U.K.










			
		  	 Resolution Authority with respect to the Securities shall not constitute an Event of Default under the Indenture.

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

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

“U.K. Bail-In Power” means any statutory write-down and/or conversion power existing from time to time under any laws, regulations, rules or
requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Bank or other members of the Group,
including but not limited to any such laws, regulations, rules or










			
		  	 requirements that are implemented, adopted or enacted within the context of a European Union directive or regulation of the European
Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms, and/or within the context of a U.K. resolution regime under the U.K. Banking Act 2009, as amended, or otherwise,
pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled and/or converted into shares or other securities or obligations of the Bank or any other person
(and a reference to the “Relevant U.K. Resolution Authority” is to any authority with the ability to exercise a U.K. Bail-In Power).
  

“Beneficial Owners” means (a) with respect to global notes, the beneficial owners of the Securities prior to the Maturity Date and (b) with respect
to definitive Securities, the Holders in whose names the Securities are registered in the Senior Debt Security Register.
  

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

		
	Optional Redemption due to Changes in Tax Treatment:	  	  
 The Securities will be redeemable as a whole but not in part at the
option of the Bank upon not less than 30 nor more than 60 days’ written notice to the Trustee and notice to the Holders










			
		  	in accordance with Section 11.04 of the Indenture, on any Interest Payment Date (at a redemption price equal to 100% of the principal amount of such Securities together with any accrued but unpaid interest (if any) in respect of
such Securities to (but excluding) the date fixed for redemption) if at any time the Bank shall determine 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), which change or amendment becomes effective on or after May 12, 2014, and, in the
event that any successor entity has assumed the obligations of the Bank, which change or amendment becomes effective on or after the date of such assumption of the Bank’s obligations: (a) in making any payments of principal of or interest on or
in respect of the Securities, the Bank or any such successor entity that has assumed the obligations of the Bank has paid or will or would on the next Interest Payment Date be required to pay Additional Amounts with respect thereto, or (b) the Bank
or any such successor entity would not be entitled to claim a deduction in respect of such payments in computing its taxation liabilities or the amount of such deduction would be materially reduced. In any case where the Bank shall determine that as
a result of either this “Optional Redemption due









			
		  	 to Changes in Tax Treatment” section or Section 11.09 of the Indenture it is entitled to redeem the Securities, the Bank shall be
required to deliver to the Trustee prior to the giving of any notice of redemption a written legal opinion of independent counsel of recognized standing (selected by the Bank) in a form satisfactory to the Trustee confirming that the Bank is
entitled to exercise such right of redemption.
  
 The successor entity that assumes the
obligations of the Bank pursuant to Section 8.03 of the Indenture shall also be entitled to redeem the Securities in accordance with this provision with respect to any change or amendment to, or change in the application or interpretation of the
laws or regulations (including any treaty) of the successor entity’s jurisdiction of incorporation which change or amendment occurs subsequent to the date of any such assumption.

		
	Early Redemption at the Option of the Bank:	  	 The Securities shall be redeemable prior to the Maturity Date solely pursuant to the terms specified in “Optional Redemption due to
Changes in Tax Treatment” above and Section 11.09 of the Indenture.
  
 For the
avoidance of doubt, the text of Section 11.08 of the Indenture shall be replaced in its entirety by the terms specified in “Optional Redemption due to Changes in Tax Treatment” above.










			
	Additional Amounts and FATCA Withholding Tax:	  	 The terms specified in “Payment of Additional Amounts” in the Prospectus Supplement and the section titled “Description of
Debt Securities—Additional Amounts” in the Base Prospectus with respect to Additional Amounts (as defined in the Base Prospectus) shall apply to the Securities and shall replace in their entirety the provisions specified in Section 10.04
of the Indenture.
  
 Any amounts to be paid by the Bank on the Securities shall be paid
net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations or official interpretations thereof, any
agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of
the Code (or any law implementing such an intergovernmental agreement) (a “FATCA Withholding Tax”), and the Bank shall not be required to pay Additional Amounts on account of any FATCA Withholding Tax.

 
 With respect to the Securities, any Paying Agent shall be entitled to make a deduction or
withholding from any payment which it makes under the Securities and the Indenture for or on account of (i) any present or future taxes, duties or charges if and to the










			
		  	 extent so required by any applicable law and (ii) any FATCA Withholding Tax (together, “Applicable Law”). In either case, the
Paying Agent shall make any payment after a deduction or withholding has been made pursuant to Applicable Law and shall report to the relevant authorities the amount so deducted or withheld. However, such deduction or withholding will not apply to
payments made under the Securities and the Indenture through the relevant clearing systems. In all cases, the Paying Agent shall have no obligation to gross up any payment made subject to any deduction or withholding pursuant to Applicable Law. In
addition, amounts deducted or withheld by the Paying Agent under this paragraph will be treated as paid to the Holder of Securities, and the Bank will not pay Additional Amounts in respect of such deduction or withholding, except to the extent the
provisions in this “Additional Amounts and FATCA Withholding Tax” section, the section titled “Payment of Additional Amounts” in the Prospectus Supplement and the section titled “Description of Debt
Securities—Additional Amounts” in the Base Prospectus explicitly provide otherwise.
  

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










			
	Section 3.07 of the Indenture:	  	Section 3.07 of the Indenture shall apply to the Securities.
		
	Definitions:	  	All capitalized terms that are not defined herein shall have the meaning ascribed to such terms in the Indenture.
		
	Defeasance and Discharge:	  	 At the Bank’s option, either (1) the Bank shall be deemed to have been Discharged (as defined below) from its obligations with respect
to the Securities after the applicable conditions set forth below have been satisfied, or (2) the Bank shall cease to be under any obligation to comply with any term, provision or condition set forth in Section 8.01 or Section 8.02 of the Indenture
or any covenant set forth in any indenture supplemental to the Indenture or otherwise established pursuant to Sections 3.01(x) or 9.01(b) of the Indenture (“Covenant Defeasance”), with respect to the Securities at any time after the
applicable conditions set forth below have been satisfied:
  
 (a) the Bank shall have
deposited or caused to be deposited irrevocably with the Trustee or its agent as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities (i) money in an amount, or (ii) U.S.
Government Obligations which through the payment of interest and principal in respect thereof in










			
		  	 accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (iii) a combination of (i) and
(ii), in each case sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which
shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and interest on, the outstanding Securities on the Stated Maturity or Maturities, in accordance with the terms of this Indenture and the
Securities;
  
 (b) no event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to the Securities shall have occurred and be continuing at the time of such deposit;
  

(c) the Bank shall have delivered to the Trustee an Opinion of Counsel to the effect that holders of the Securities will not recognize income, gain or loss for
Federal income tax purposes as a result of the exercise of the option under this provision and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such option had not
been exercised, and, in the case of Securities being Discharged, such opinion shall be accompanied by a private letter ruling to that effect received from the United States










			
		  	 Internal Revenue Service or a revenue ruling pertaining to a comparable form of transaction to that effect published by the United States
Internal Revenue Service; and
  
 (d) the Bank shall have delivered to the Trustee an
Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Discharge or Covenant Defeasance have been complied with.
  

“Discharged” means that the Bank shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the
Securities and to have satisfied all the obligations under the Indenture relating to the Securities (and the Trustee, at the expense of the Bank, shall execute proper instruments acknowledging the same), except (1) the rights of holders of the
Securities to receive, from the trust fund described in clause (a) above payment of the principal of and the interest on the Securities when such payments are due; (2) the Bank’s obligations with respect to such Securities under Sections 3.05,
3.06, 10.02 and 10.03 of the Indenture; and (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder.
  

Notwithstanding any Covenant Defeasance with respect to Sections 8.01 and 8.02 of the Indenture, any corporation or Person that would otherwise have been
required to assume the obligations of the Bank pursuant to said Sections shall be required, as a condition to any merger, consolidation, amalgamation, transfer, conveyance or lease contemplated thereby, to assume the obligations of the Bank to the
Trustee under Section 6.07 of the Indenture.









 EXHIBIT A 

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

BARCLAYS BANK PLC 
 3.75% FIXED
RATE SENIOR NOTES DUE 2024 
  

			
	 No. [—]
	  	$[—]

 CUSIP NO. 06739F HV6 

ISIN NO. US06739FHV67 
 BARCLAYS
BANK PLC, a company duly incorporated and existing under the laws of England and Wales (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby
promises to pay to Cede & Co., or registered assigns, the principal sum of $[•] on May 15, 2024 (the “Maturity Date”), except as otherwise provided herein, and to pay interest thereon, in accordance with the terms
hereof. Interest shall accrue on the Security from May 15, 2014 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, and shall be paid semi-annually in arrear on May 15th
and November 15th of each year (each, an “Interest Payment Date”), commencing on November 15, 2014 and ending on the Maturity Date, except as otherwise provided herein, at the rate of 3.75% per annum, until the
principal hereof is paid or made available for payment. If an Interest Payment Date would fall on a day that is not a Business Day, the Interest Payment Date will be postponed to the next succeeding Business Day, but interest on that payment will
not accrue during the period from and after the scheduled Interest Payment Date. If the Maturity Date would fall on a day that is not a Business Day, the payment of interest and principal will be made on the next succeeding Business Day, but
interest on that payment will not accrue during the period from and after such Maturity Date. A “Business Day” means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in
the City of New York, United States, or London, England, are authorized or required by law, regulation or executive order to close. 
 The
amount of interest which shall accrue hereon shall be computed on the basis of a 360-day year divided into twelve months of 30 days each. 







 The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest which shall be the Business Day
immediately preceding each Interest Payment Date (or, if the Securities are held in definitive form, the 15th Business Day preceding each Interest Payment Date). Any such interest not so punctually paid or duly provided for will forthwith cease to
be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. 

Payment of the principal of and any such interest on this Security will be made at the office or agency of the Company maintained for that
purpose in New York City, 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; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Senior Debt Security Register, unless such person requests payment by wire transfer pursuant to Section 3.07 of the
Indenture. 
 This Security shall be governed by and construed in accordance with the laws of the State of New York. 

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







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

 

											
	Dated: May 15, 2014	 	 BARCLAYS BANK PLC
	 	
					
		 		 	 By:
	 	  
	 	
		 		 		 	Name:	 		 	
		 		 		 	Title:	 		 	
					
		 		 	By:	 	  
	 	
		 		 		 	Name:	 		 	
		 		 		 	Title:	 		 	

 Trustee’s Certificate of Authentication 

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

 

									
	Dated: May 15, 2014	 	 THE BANK OF NEW YORK MELLON,
	 	
		 		 		 	 As Trustee
	 	
					
		 	By:	 		 	  
	 	
		 		 		 	Authorized Signatory	 	

 Signature Page to Global Note [—] 








 (Reverse of Security) 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”) 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 under an Officer’s Certificate pursuant to Section 3.01 of the Indenture dated May 15, 2014 (the
“Officer’s Certificate”), 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 and the Officer’s Certificate 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 a principal
amount of $2,250,000,000, which amount may be increased at the option of the Company if in the future it determines that it may wish to sell additional Securities of this series. References herein to “this series” mean the series
designated on the face hereof. 
 The following terms on the face of this Security have the following meanings: 

“Beneficial Owners” shall mean (a) with respect to Global Securities, the beneficial owners of the Securities
(b) with respect to definitive Securities, the Holders in whose names the Securities are registered in the Senior Debt Security Register. 

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

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

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 the section titled “Additional Amounts and FATCA Withholding Tax” of Annex A-1 of the Officer’s Certificate, 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. 

Any amounts to be paid by the Company or the Paying Agent on the Securities shall be paid net of any deduction or withholding imposed or
required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to
Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (or any law
implementing such an intergovernmental agreement) (a “FATCA Withholding Tax”), and neither the Company nor the Paying Agent shall be required to pay Additional Amounts on account of any FATCA Withholding Tax. 

Any Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under the Securities and the Indenture
for or on account of (i) any present or future taxes, duties or charges if and to the extent so required by any applicable law and (ii) any FATCA Withholding Tax (together, “Applicable Law”). In either case, the Paying
Agent shall make any payment after a deduction or withholding has been made pursuant to Applicable Law and shall report to the relevant authorities the amount so deducted or withheld. However, such deduction or withholding will not apply to payments
made under the Securities and the Indenture through the relevant clearing systems. In all cases, the Paying Agent shall have no obligation to gross up any payment made subject to any deduction or withholding pursuant to Applicable Law. In addition,
amounts deducted or withheld by the Paying Agent as described in this paragraph will be treated as paid to the Holder of the Securities, and the Company will not pay Additional Amounts in respect of such deduction or withholding, except to the
extent the provisions in this paragraph explicitly provide otherwise. 
 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 May 12, 2014, and, in the event that any successor entity has assumed the
obligations of the Company, which change or amendment becomes effective on or after the date of such assumption of the Company’s obligations: (a) in making any payments of principal or interest, if any, on, or in respect of, such series of
Securities, the Company or any such successor entity that has 







 
assumed the obligations of the Company has paid or will or would on the next Interest Payment Date be required to pay Additional Amounts with respect thereto, or (b) the Company or any such
successor entity would not be entitled to claim a deduction in respect of such payments in computing its taxation liabilities or the amount of such deduction would be materially reduced, then the Securities will be redeemable upon not less than 30
nor more than 60 days’ notice by mail, on any Interest Payment Date thereafter, in whole but not in part, at the election of the Company as provided in the Indenture at a redemption price equal to 100% of the principal amount of such Securities
together with any accrued but unpaid interest (if any) in respect of such Securities to (but excluding) the date fixed for redemption. In any case where the Company shall determine that as a result of either the terms specified in “Optional
Redemption due to Changes in Tax Treatment” of Annex A-1 of the Officer’s Certificate or Section 11.09 of the Indenture it is entitled to redeem the Securities of any series, the Company shall be required to deliver to the Trustee
prior to the giving of any notice of redemption a written legal opinion of independent counsel of recognized standing (selected by the Company) in a form satisfactory to the Trustee confirming that the Company is entitled to exercise its right of
redemption under the terms specified in “Optional Redemption due to Changes in Tax Treatment” of Annex A-1 of the Officer’s Certificate or Section 11.09 of the Indenture. 

The successor entity that assumes the obligations of the Company pursuant to Section 8.03 of the Indenture shall also be entitled to
redeem the Securities of the relevant series in accordance with the terms specified in “Optional Redemption due to Changes in Tax Treatment” of Annex A-1 of the Officer’s Certificate with respect to any change or amendment to, or
change in the application or interpretation of the laws or regulations (including any treaty) of the successor entity’s jurisdiction of incorporation which change or amendment occurs subsequent to the date of any such assumption. 

No repayment of the Principal Amount of the Securities or payment of interest on the Securities shall become due and payable after the
exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority unless such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom and the European Union applicable to the
Company. 
 By its acquisition of the Securities, each Holder and Beneficial Owner of the Securities acknowledges, agrees to be bound by and
consents to the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority that may result in the cancellation of all, or a portion, of the Principal Amount of, or interest on, the Securities and/or the conversion of all, or a
portion of, the Principal Amount of, or interest on, the Securities into shares or other securities or other obligations of the Company or another person, including by means of a variation to the terms of the Securities, in each case, to give effect
to the exercise by the Relevant U.K. Resolution Authority of such U.K. Bail-In 







 Power. Each Holder and Beneficial Owner further acknowledges and agrees that the rights of Holders and Beneficial
Owners of the Securities are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority. 

“U.K. Bail-In Power” means any statutory write-down and/or conversion power existing from time to time under any laws, regulations,
rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Company or other members of the
Group, including but not limited to any such laws, regulations, rules or requirements that are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing
a framework for the recovery and resolution of credit institutions and investment firms, and/or within the context of a U.K. resolution regime under the U.K. Banking Act 2009, as amended, or otherwise, pursuant to which obligations of a bank,
banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled and/or converted into shares or other securities or obligations of the Company or any other person (and a reference to the
“Relevant U.K. Resolution Authority” is to any authority with the ability to exercise a U.K. Bail-In Power). 
 By its
acquisition of the Securities, each Holder and Beneficial Owner (i) acknowledges and agrees that the exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities shall not give rise to a default
for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the U.S. Trust Indenture Act of 1939, as amended, (ii) to the extent permitted by the Trust Indenture
Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case
in accordance with the exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities, (iii) acknowledges and agrees that, upon the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution
Authority, (a) the Trustee shall not be required to take any further directions from Holders or Beneficial Owners of the Securities under Section 5.12 of the Indenture and (b) the Indenture shall impose no duties upon the Trustee
whatsoever with respect to the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority (notwithstanding the foregoing in (iii), if, following the completion of the exercise of the U.K. Bail-In Power by the Relevant U.K.
Resolution Authority, the Securities remain outstanding, then the Trustee’s duties under the Indenture shall remain applicable with respect to the Securities following such completion to the extent that the Issuer and the Trustee shall agree
pursuant to a supplemental indenture), and (iv) shall be deemed to have (a) consented to the exercise of any U.K. Bail-In Power as it may be imposed without any 







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

The Company’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Indenture shall survive any exercise of
the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to the Securities. 
 Each Holder and Beneficial Owner that
acquires its Securities in the secondary market shall be deemed to acknowledge and agree to be bound by and consent to the same provisions specified in this Security and the Indenture to the same extent as the Holders and Beneficial Owners of the
Securities that acquire the Securities upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Securities, including in relation to the U.K. Bail-In
Power. 
 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 each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past 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, 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, and, in the case of a proceeding for the winding-up of the Company in England, such proceeding is in the name and on behalf of the Trustee to the same extent (but no further or otherwise) as the Trustee would
have been entitled so to do. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or interest hereon on or after the respective due dates expressed or provided for
herein. 
 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, as herein provided. 

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Senior
Debt Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of this Security is payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Senior Debt Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing. Thereupon one or more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
 This Security, and
any other Securities of this series and of like tenor, are issuable only in registered form without coupons in initial denominations of $200,000 and increments of $1,000 thereafter. 







 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. 
 The
Indenture provides that the Company will be discharged from any and all obligations in respect of this Security (except for certain obligations to register the transfer or exchange of the Security, replace stolen, lost or mutilated Securities,
maintain paying agencies and hold moneys for payment in trust) or need not comply with certain restrictive covenants of the Indenture, in each case if the Company deposits, in trust, with the Trustee money or Government Obligations which through the
payment of interest thereon and principal thereof in accordance with their terms will provide money, in an amount sufficient to pay all the principal of, and interest on, the Security on the dates such payments are due in accordance with the terms
of this Security and certain other conditions are satisfied. 
 This Security and the Indenture shall be governed by and construed in
accordance with the laws of the State of New York.