BARCLAYS PLC (Form: 6-K, Received: 05/09/2017 15:10:21)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

May 9, 2017

Barclays PLC

(Name of Registrant)

1 Churchill Place

London E14 5HP

England

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

THIS REPORT ON FORM 6-K (EXCEPT FOR THE EXPECTED ISSUE RATINGS SPECIFIED IN THE PRICING TERM SHEETS IN SCHEDULE III OF EXHIBIT 1.2 TO THIS FORM 6-K) SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (NO. 333-216377) OF BARCLAYS PLC AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

The Report comprises the following:


Exhibit No.		Description

1.1	—	Underwriting Agreement—Standard Provisions, dated as of May 2, 2017.

1.2	—	Pricing Agreement between Barclays PLC and Barclays Capital Inc., dated May 2, 2017 for the 4.836% Fixed Rate Subordinated Notes due 2028.

4.1	—	Dated Subordinated Debt Securities Indenture, dated as of May 9, 2017, between Barclays PLC and The Bank of New York Mellon, as Trustee.

4.2	—	Barclays PLC Officer’s Certificate pursuant to Sections 1.02, 3.01 and 3.03 of the Dated Subordinated Debt Securities Indenture, dated as of May 9, 2017.

4.3	—	The form of Global Note for the 4.836% Fixed Rate Subordinated Notes due 2028 (incorporated by reference to the Exhibit A to Exhibit 4.2 above).

5.1	—	Opinion of Sullivan & Cromwell LLP, U.S. counsel to Barclays PLC, as to the validity of the 4.836% Fixed Rate Subordinated Notes due 2028.

5.2	—	Opinion of Clifford Chance LLP, English counsel to Barclays PLC, as to the validity of the 4.836% Fixed Rate Subordinated Notes due 2028.

8.1	—	Opinion of Sullivan & Cromwell LLP, U.S. counsel to Barclays PLC, as to certain matters of U.S. taxation with respect to the 4.836% Fixed Rate Subordinated Notes due 2028.

8.2	—	Opinion of Clifford Chance LLP, English counsel to Barclays PLC, as to certain matters of United Kingdom taxation with respect to the 4.836% Fixed Rate Subordinated Notes due 2028 (included in Exhibit 5.2 above).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	BARCLAYS PLC (Registrant)

Date: May 9, 2017	By:	/s/ Marie Smith
		Name:	Marie Smith
		Title:	Assistant Secretary

Exhibit 1.1

BARCLAYS PLC

Debt Securities

Underwriting Agreement —

Standard Provisions

From time to time Barclays PLC, a public limited company organized under the laws of England and Wales (the “Company”), proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue certain of the Company’s Debt Securities (the “Securities”) specified in Schedule II to the applicable Pricing Agreement (the “Designated Securities”) and to issue to the firms named in Schedule I to such Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the Securities specified therein).

The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and (i) in the case of senior debt obligations (“Senior Debt Securities”), in or pursuant to the Senior Debt Securities Indenture, between the Company and The Bank of New York Mellon acting through its London Branch, as Trustee, a form of which was filed with the Securities and Exchange Commission (the “Commission”) on March 1, 2017 (the “Senior Debt Indenture”), and (ii) in the case of subordinated obligations having a stated maturity (“Dated Subordinated Debt Securities”), in or pursuant to a Dated Subordinated Debt Securities Indenture, between the Company and The Bank of New York Mellon acting through its London Branch, as Trustee, a form of which was filed with the Commission on March 1, 2017 (the “Dated Subordinated Debt Indenture” collectively with the Senior Debt Indenture, the “Indentures” and each individually an “Indenture”). The Designated Securities will be represented by one or more definitive global securities in book-entry form which will be deposited by, or on behalf of, the Company with The Depository Trust Company (“DTC”) or its designated custodian.

1. Particular issuances of Designated Securities may be made from time to time to the Underwriters of such Designated Securities, for whom the firms designated as representatives of the Underwriters of such Designated Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to Underwriters that act without any firm being designated as their representatives. This Agreement shall not be construed as an obligation of the Company to issue any of the Securities, or as an obligation of the Underwriters to subscribe for any of the Securities. The obligation of the Company to issue any of the Securities, and the obligation of any of the Underwriters to subscribe for any of the Securities, shall be evidenced by the Pricing Agreement relating to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount or number of the Designated Securities, the initial public offering price of such Designated Securities, the subscription price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters, if any, the aggregate principal amount or number of such Designated Securities to be subscribed for by each Underwriter, the commissions, if any, payable to the Underwriters with respect thereto, such other terms of the Designated Securities as are noted in such Pricing Agreement and shall set forth the date, time and manner of delivery of such Designated Securities, and payment therefor. Each Pricing Agreement shall also specify (to the extent not set forth in the Indenture and the registration statement and prospectus with respect thereto) the terms of such Designated Securities. Each Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint.

2. The Company represents and warrants to, and agrees with, each of the Underwriters that to the extent applicable to the Designated Securities:

(a) An “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Act”), on Form F-3 (File No. 333-216377) or such other file number as specified in the applicable Pricing Agreement) relating to the Designated Securities has been filed by the Company with the Commission not earlier than three years prior to the date of the applicable Pricing Agreement; such registration statement and any post-effective amendments thereto have become effective on filing; no stop order suspending the effectiveness of such registration statement is in effect and no proceedings for such purpose are pending before or threatened by the Commission; no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the Company; and copies of such registration statement, including exhibits and all documents incorporated by reference in the prospectus included in such registration statement and any post-effective amendments thereto, have heretofore been delivered to the Representatives for each of the other Underwriters. The various parts of such registration statement, including all exhibits thereto but excluding Forms T-1 and, if applicable, including (i) any prospectus supplement relating to the Designated Securities that is filed with the Commission and deemed by virtue of Rule 430B under the Act to be part of such registration statement, each as amended at the time such part of such registration statement became effective, and (ii) the documents incorporated by reference in the prospectus contained in such registration statement on the date of the Pricing Agreement relating to any Designated Securities, each as amended on the date of the Pricing Agreement relating to any Designated Securities, are hereinafter collectively called the “Registration Statement”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Designated Securities included in the Registration Statement or filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act is hereinafter called a “Preliminary Prospectus”; such final prospectus in the form first filed pursuant to Rule 424(b) under the Act is hereinafter called the “Prospectus”; “Applicable Time” shall be as specified in the relevant Pricing Agreement; “Statutory Prospectus” as of any time means the prospectus (including, for the avoidance of doubt, any preliminary prospectus supplement) relating to the Designated Securities that is included in the Registration Statement immediately prior to the Applicable Time, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof, provided that for purposes of this definition, information contained in a form of prospectus that is deemed retroactively to be part of the Registration Statement pursuant to Rule 430B under the Act shall be considered to be included in the Statutory Prospectus as of the actual time that form of prospectus is filed with the Commission pursuant to Rule 424(b) under the Act; “Free Writing Prospectus” means any “free writing prospectus” as defined in Rule 405 under the Act; “Issuer Free Writing Prospectus” means any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Securities; any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to include the documents, if any, incorporated by reference therein pursuant to Form F-3 under the Act as of the date of such Preliminary Prospectus or the Prospectus, as the case may be; any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to include any documents filed after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and so incorporated by reference; any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented relating to the applicable Designated Securities in the form in which it is filed with the Commission pursuant to Rule 424 of Regulation C, including any documents incorporated by reference therein as of the date of such filing; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any documents filed or submitted under the Exchange Act after the date of the Registration Statement which are incorporated by reference therein;

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(b) No order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission;

(c) The Statutory Prospectus, as supplemented by the final term sheet prepared and filed pursuant to Section 7(a) hereof (collectively, the “Pricing Disclosure Package”), as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; each Issuer Free Writing Prospectus, if any, listed in Schedule III to the applicable Pricing Agreement, as supplemented by and taken together with the Pricing Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however that this representation and warranty shall not apply to statements or omissions made in the Pricing Disclosure Package in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter expressly for use therein;

(d) At the time of the filing of the Registration Statement, at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Designated Securities in reliance on the exemption provided for in Rule 163 under the Securities Act, the Company was a “well-known seasoned issuer” as defined in Rule 405 under the Act;

(e) The Annual Report on Form 20-F most recently filed by the Company (the “Form 20-F”) and any other documents incorporated by reference in the Prospectus or any Preliminary Prospectus, when such documents were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents, when so filed, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any Preliminary Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the rules and regulations of the Commission thereunder and will not, when so filed, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities expressly for use in the Prospectus as amended or supplemented or any Preliminary Prospectus relating to such Designated Securities;

(f) The Registration Statement, the Prospectus and the Statutory Prospectus conform, and any amendments or supplements thereto, when they become effective or are filed with the Commission, as the case may be, will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations

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of the Commission thereunder, and the Registration Statement and the Prospectus did not, when they became effective (including as of the most recent effective date of the part of the Registration Statement relating to the offering of the Designated Securities as determined pursuant to Rule 430B(f)(2) under the Act) or were so filed, as the case may be, and any amendments or supplements thereto will not, when they become effective or are so filed, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however , that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Prospectus as amended or supplemented or any Preliminary Prospectus relating to such Designated Securities;

(g) Since the respective dates as of which information is given in the Registration Statement, the Statutory Prospectus and the Prospectus as amended or supplemented, there has not been, otherwise than as set forth or contemplated in the Statutory Prospectus and the Prospectus as amended or supplemented, (i) any material change in the share capital, undated loan capital or dated loan capital of the Company other than such changes as have been disclosed in writing to the Representatives or (ii) any material adverse change in or affecting the business, financial condition, shareholders’ equity or results of operations of the Company and its subsidiaries on a consolidated basis;

(h) The Company and each of its principal subsidiaries, if any, have been duly incorporated or organized and are validly existing as corporations under the laws of their respective jurisdictions of incorporation or organization with corporate power and authority to own their respective properties and conduct their respective businesses as described in the Statutory Prospectus and the Prospectus, and each has in full force and effect all permits, certificates, franchises, licenses, authorizations and similar approvals necessary in connection with the operation of its business with such exceptions as do not and will not materially adversely affect the business, financial condition, shareholders’ equity or results of operations of the Company and its subsidiaries on a consolidated basis. (The term “principal subsidiary” means any subsidiary of the Company which, together with its subsidiaries, held at the date of the latest audited financial statements included or incorporated by reference in the Prospectus more than 10% of the assets, or for the year covered by such financial statements contributed more than 10% of the revenues or net income, of the Company and its subsidiaries on a consolidated basis);

(i) The Company has an authorized capitalization as set forth in the Statutory Prospectus and the Prospectus; all of the issued shares of share capital of the Company have been duly and validly authorized and issued, are fully paid and conform to the description thereof set forth in the Statutory Prospectus and the Prospectus as amended or supplemented, and all such shares of each principal subsidiary, if any, have been duly and validly authorized and issued, are fully paid and (except for directors’ qualifying shares or as specified in the Statutory Prospectus and the Prospectus) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, security interests or claims, except such (of which the Company is aware of none) as do not materially adversely affect the value of such shares or interfere with the conduct of the business of the issuer of such shares or the Company’s control over such shares and such business;

(j) The Designated Securities have been duly and validly authorized and, when the Designated Securities are issued and delivered against payment therefor pursuant to this Agreement and the Pricing Agreement relating to such Designated Securities, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the applicable Indenture, which will be substantially in

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the form filed as an exhibit to the Registration Statement; the applicable Indenture has been duly authorized by the Company, is duly qualified under the Trust Indenture Act, has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by the Trustee, constitutes a valid and legally binding instrument of the Company enforceable in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors’ rights generally or by general equity principles; the Indenture conforms, and the Designated Securities will conform, to the descriptions thereof set forth in the Prospectus or the Statutory Prospectus and the Prospectus as amended or supplemented relating to such Designated Securities;

(k) The issue and sale of the Designated Securities, and the compliance by the Company with the provisions of the Designated Securities, this Agreement, the Pricing Agreement relating to the Designated Securities, and the applicable Indenture and the consummation of the transactions contemplated herein and therein will not (to the extent relevant to the issue and sale of the Designated Securities) (i) result in a breach or violation of any provisions of the Articles of Association of the Company or (ii) result in any breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties, which breach, violation, default, creation or imposition will have a material adverse effect on the Company and its subsidiaries on a consolidated basis or have an adverse effect on the Designated Securities; and no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issue and sale of the Designated Securities, or the consummation of the other transactions contemplated by this Agreement, the Pricing Agreement relating to the Designated Securities, the applicable Indenture, except (A) the registration under the Act of the Debt Securities, (B) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the subscription for and distribution of the Designated Securities by the Underwriters, (C) where applicable, the filing of approved listing particulars or an approved prospectus or other required documentation in accordance with the rules and regulations of any securities exchange and applicable law in connection with the listing of the Designated Securities on such securities exchange, (D) the qualification of the applicable Indenture under the Trust Indenture Act and (E) such other consents, approvals, authorizations, orders, registrations or qualifications as have heretofore been, or will have been prior to each Time of Delivery (as defined in Section 5 hereof), obtained or made;

(l) There are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject, other than as set forth in the Statutory Prospectus and the Prospectus as amended or supplemented and other than litigation or proceedings which in each case will not have a material adverse effect on the business, financial condition, shareholders’ equity or results of operations of the Company and its subsidiaries on a consolidated basis; and, to the best of the Company’s knowledge, no such litigation or proceedings are threatened or contemplated by governmental authorities or threatened by others;

(m) The independent accountants of the Company who have certified certain financial statements of the Company and its subsidiaries incorporated by reference in the Statutory Prospectus and the Prospectus, are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder;

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(n) The offer and sale of the Designated Securities in the United States will not subject the Company to registration under, or result in a violation of, the Investment Company Act of 1940, as amended (the “Investment Company Act”);

(o) Other than as described or set forth in the Registration Statement or the Statutory Prospectus and the Prospectus as amended or supplemented, no stamp or other similar issuance taxes or duties are payable by or on behalf of the Underwriters in the United Kingdom in connection with the issue of the Designated Securities, the issue of the Designated Securities to the Underwriters by the Company or the consummation of the other transactions contemplated hereunder; and

(p) Other than as described or set forth in the Registration Statement or the Statutory Prospectus and the Prospectus as amended or supplemented, under current law applicable in the United Kingdom, all payments by the Company in respect of the Designated Securities may be made without withholding or deduction for or on account of any taxes, duties assessments or charges of whatever nature imposed or levied by or on behalf of the United Kingdom or any political subdivision thereof or any authority therein or thereof having power to tax.

3. (a) Each Underwriter of Designated Securities represents, warrants and agrees with the Company that, in connection with the distribution of the Designated Securities,

(i) in relation to any Designated Securities having a maturity of less than one year: (1) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and (2) it has not offered or sold and will not offer or sell any securities other than to persons:

(A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or

(B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses,

where the issue of the securities would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000, as amended (the “FSMA”) by the Company;

(ii) directly or indirectly, it (1) has only communicated or caused to be communicated, and will only communicate or cause to be communicated, any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Designated Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (2) has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Designated Securities in, from or otherwise involving the United Kingdom;

(b) Each Underwriter represents, warrants and agrees with the Company that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the Designated Securities to the public in that Relevant Member State, other than, from and including the Relevant Implementation Date:

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(i) Qualified investors: at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(ii) Fewer than 150 offerees: at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Underwriter or Underwriters nominated by the Company for any such offer; or

(iii) Other exempt offers: at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided, that no such offer of the Designated Securities shall require any Underwriter or the Company to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of the Designated Securities to the public” in relation to any Designated Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Designated Securities to be offered so as to enable an investor to decide to purchase or subscribe the Designated Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended by Directive 2010/73/EU) and includes any relevant implementing measure in each Relevant Member State; and

(c) Each Underwriter of Designated Securities represents, warrants and agrees with the Company, with respect to sales of the Designated Securities in Canada, that, directly or indirectly, it shall sell the Designated Securities only to purchasers purchasing as principal that are both “accredited investors” as defined in National Instrument 45-106 Prospectus Exemptions or section 73.3 of the Securities Act (Ontario) and “permitted clients” as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

4. The several Underwriters are offering the Designated Securities for sale upon the terms and conditions set forth in the Statutory Prospectus and the Prospectus as amended and supplemented relating to such Designated Securities.

The total aggregate principal amount of Designated Securities to be subscribed for by all the Underwriters pursuant to such Pricing Agreement shall be the aggregate principal amount of Designated Securities set forth in Schedule I to such Pricing Agreement.

5. Designated Securities to be subscribed for by each Underwriter pursuant to the Pricing Agreement will be represented by one or more global securities in book-entry form which will be deposited by, or on behalf of, the Company with DTC or its designated custodian, in each case against payment by such Underwriter or on its behalf of the subscription price therefor payable to the order of the Company in same day funds. The time, place and date of such delivery of and payment for Designated Securities shall be as specified in such Pricing Agreement, or at such other time, place and date as the Representatives and the Company may agree upon in writing. Such time and date for delivery of the Designated Securities is herein called the “Time of Delivery”.

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6. The Company agrees with each of the Underwriters of Designated Securities:

(a) To prepare the Prospectus, as amended or supplemented in relation to the applicable Designated Securities, in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to such Designated Securities, or, if applicable, such earlier time as may be required by Rule 424(b) under the Act; to make no further amendment or any supplement to the Registration Statement or Prospectus as amended or supplemented after the date of the Pricing Agreement relating to such Designated Securities and prior to the Time of Delivery for such Designated Securities which shall be disapproved by the Representatives for such Designated Securities promptly after reasonable notice thereof; to advise the Representatives, promptly after it receives notice thereof, of the time when the Registration Statement, or any amendment thereto, has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Representatives with copies thereof; to file promptly all reports required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or a notice in lieu of a prospectus pursuant to Rule 173(a) under the Act) is required in connection with the offering or sale of such Designated Securities, and during such period to advise the Representatives, as soon as practicable after the Company receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or Prospectus, of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act relating to the Designated Securities, of the suspension of the qualification of such Designated Securities, for offering or sale in any U.S. jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any such Preliminary Prospectus or Prospectus, or of any such notice of objection or of any such suspension of any such qualification, to use promptly its best efforts to obtain its withdrawal;

(b) To pay the required Commission filing fees relating to the Designated Securities within the time required by Rule 456(b)(1) under the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act;

(c) Promptly from time to time to take such action as the Representatives may reasonably request to qualify such Securities for offering and sale under the securities laws of such U.S. jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of such Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to take any other action which would subject it to service of process in suits other than those arising out of the offering or sale of such Securities in any U.S. jurisdiction;

(d) To furnish the Underwriters with copies of the Pricing Disclosure Package, the Prospectus as amended or supplemented and the Form 20-F and any other documents incorporated by reference in the Prospectus as amended or supplemented in such quantities as the Representatives may from time to time reasonably request, and, if the delivery of a prospectus (or a notice in lieu of a prospectus pursuant to Rule 173(a) under the Act) is required in connection with the offering or sale of such Securities at any time prior to the expiration of nine months from the date on which the offering of such Securities commenced (the “Commencement Date”) and if at such time any event

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shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or a notice in lieu of a prospectus pursuant to Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify the Representatives and upon their request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance, and in case any Underwriter is required to deliver a prospectus (or a notice in lieu of a prospectus pursuant to Rule 173(a) under the Act) in connection with sales of any of such Securities at any time nine months or more after the Commencement Date, upon the request of the Representatives but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many copies as the Representatives may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act; provided, however, that if after the 90th day after the Commencement Date compliance with the foregoing provisions of this Section 6(c) would, in the opinion of United States counsel for the Company, require inclusion in the Prospectus of financial statements or portions thereof not theretofore made publicly available by the Company, or if the staff of the Commission shall require the inclusion of such financial statements, the Company shall not be required to amend or supplement such Prospectus on or before April 30 of the year in which the next Annual Report on Form 20-F of the Company is required to be filed with the Commission under the Exchange Act;

(e) To make generally available to its security holders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c)), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations thereunder (including, at the option of the Company, Rule 158);

(f) Unless otherwise specified in the Pricing Agreement, during the period beginning from the date of the applicable Pricing Agreement relating to such Designated Securities and continuing to and including the earlier of (i) the termination of trading restrictions for such Designated Securities, as notified to the Company by the Representatives, and (ii) the Time of Delivery for such Designated Securities, not to offer, sell, contract to sell or otherwise dispose of any securities of the Company (other than pursuant to employee stock option or incentive plans or on the conversion of convertible securities outstanding on the date of this Agreement) which are substantially similar to such Designated Securities, without the prior written consent of the Representatives; and

(g) If required by Rule 430B(h) under the Act, to prepare a form of prospectus in a form approved by the Representatives and to file such form of prospectus pursuant to Rule 424(b) under the Act not later than may be required by Rule 424(b) under the Act; and to make no further amendment or supplement to such form of prospectus which shall be disapproved by the Representatives promptly after reasonable notice thereof.

7. (a) The Company agrees to prepare a final term sheet, containing solely a description of the Designated Securities, in a form approved by the Representatives and to file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule.

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(b) The Company and each Underwriter agree that the Underwriters may prepare and use any Free Writing Prospectus (i) which contains only information describing the preliminary terms of the Designated Securities or their offering, (ii) which contains only information that (A) describes the final terms of the Designated Securities or their offering and (B) is included in the final term sheet described in Section 7(a) above or (iii) that is otherwise required to be filed with the Commission.

(c) Each Underwriter represents that, other than as permitted under Section 7(b) above, it has not made and will not make any offer relating to the Designated Securities that would constitute a Free Writing Prospectus without the prior consent of the Company and that Schedule III to the applicable Pricing Agreement is a complete list of any free writing prospectus for which the Underwriters have received such consent.

(d) The Company represents and agrees that it has not made and will not make any offer relating to the Designated Securities that would constitute an Issuer Free Writing Prospectus without the prior consent of the Underwriters and that Schedule III to the applicable Pricing Agreement is a complete list of any Issuer Free Writing Prospectuses for which the Company has received such consent.

(e) The Company represents, warrants and agrees that it has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus and that such Issuer Free Writing Prospectus will comply in all material respects with the requirements of the Act, including timely filing with the Commission or retention where required and legending.

(f) The Company represents, warrants and agrees that if at any time prior to the time the Prospectus is filed with the Commission, any event occurred or occurs as a result of which the Pricing Disclosure Package conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Securities) or the Statutory Prospectus or included or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter a Pricing Disclosure Package as amended or supplemented which will correct such conflict, untrue statement or omission; provided, however, that the Company will prepare and furnish with charge to each Underwriter a Pricing Disclosure Package as amended or supplemented if such Pricing Disclosure Package was amended or supplemented solely as a result of an untrue statement or omission made in the Pricing Disclosure Package made in reliance upon and in conformity with written information furnished to the Company by any Underwriter of Designated Securities through the Representatives expressly for use therein.

8. Except where otherwise provided in the applicable Pricing Agreement, the Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following to the extent applicable: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and (except as otherwise expressly provided in Section 6(c) hereof) amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, the Indentures, the and any Blue Sky and Legal Investment Memoranda; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 6(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky and legal

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investment surveys; (iv) any fees charged by any securities rating services for rating the Designated Securities; (v) any filing fees incident to securing any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Designated Securities; (vi) all expenses in connection with the obtaining of any approval of the Company’s shareholders to the allotment and issuance of the Designated Securities; (vii) all expenses and listing fees in connection with the listing of the Designated Securities on any securities exchange; (viii) the cost of preparing and authenticating certificates for the Designated Securities; (ix) the fees and expenses of the Trustee, any agent of the Trustee and the fees and disbursements for counsel of the Trustee in connection with the Designated Securities and the Indentures; (x) the costs and charges of any transfer agent or registrar; (xi) all stamp, registration and other similar taxes and duties payable in connection with the issue of the Designated Securities as contemplated by this Agreement; (xii) all expenses incurred for preparing, reproducing and filing any Issuer Free Writing Prospectus; and (xiii) all other costs and expenses incident to the performance of its obligations hereunder, under the applicable Pricing Agreement which are not otherwise specifically provided for in this Section 8. It is understood, however, that, except as provided in this Section 8, Section 6(c), Section 10 and Section 13 hereof and in the Pricing Agreement, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on sales of any of the Designated Securities by them (excluding, for the avoidance of doubt, sales contemplated by this Agreement), and any advertising expenses connected with any offers they may make.

9. The obligations of the Underwriters under the Pricing Agreement relating to such Designated Securities shall be subject, in their reasonable discretion, to the condition that all representations and warranties and other statements of the Company herein are, at and as of the Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and, except as otherwise provided in the Pricing Agreement, the following additional conditions:

(a) The final term sheet contemplated by Section 7(a) shall have been filed by the Company with the Commission within the time period prescribed by Rule 433(d) under the Act; the Prospectus as amended or supplemented shall have been filed with the Commission pursuant to Rule 424(b) within the applicable time period prescribed for such filing by the rules and regulations of the Commission under the Act and in accordance with Section 6(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received; and all requests to the Company for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction;

(b) United States and (if requested) English legal counsel for the Underwriters, shall have furnished to the Representatives such opinion or opinions, dated such Time of Delivery for such Designated Securities, in form and substance reasonably satisfactory to the Representatives;

(c) Sullivan & Cromwell LLP, United States legal counsel for the Company, shall have furnished to the Representatives their written opinion, dated such Time of Delivery for such Designated Securities, in form and substance reasonably satisfactory to the Representatives;

(d) Clifford Chance LLP, English legal counsel for the Company, shall have furnished to the Representatives their written opinion, dated the Time of Delivery for such Designated Securities, in form and substance reasonably satisfactory to the Representatives;

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(e) At the Applicable Time relating to such Designated Securities and also at the Time of Delivery for such Designated Securities, the independent accountants of the Company shall have furnished to the Representatives a letter or letters, dated the date of the Applicable Time and a letter dated such Time of Delivery, respectively, in form and substance reasonably satisfactory to the Representatives to the effect set forth in Annex I to the Pricing Agreement;

(f) Since the Applicable Time relating to the Designated Securities, there shall not have been, otherwise than as set forth or contemplated in the Statutory Prospectus and the Prospectus as amended or supplemented, (i) any material change in the share capital, undated loan capital or dated loan capital of the Company other than such changes as have been disclosed to the Representatives, or (ii) any material change in or affecting the business, financial condition, shareholders’ equity or results of operations of the Company and its subsidiaries on a consolidated basis, the effect of which in each case is, in the Representatives’ judgment after consultation with the Company, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities, on the terms and in the manner contemplated in the Statutory Prospectus and the Prospectus as amended or supplemented;

(g) Since the Applicable Time relating to the Designated Securities, (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities or preferred stock by Moody’s Investors Services, Inc. or Standard & Poor’s Corporation and (ii) neither such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities or preferred stock;

(h) Since the Applicable Time relating to the Designated Securities (i) neither the United States nor the United Kingdom shall have become engaged in hostilities which have resulted in the declaration of a national emergency or war, (ii) there shall not have been any generally published change or development involving a prospective change in U.S. or United Kingdom taxation directly affecting the Designated Securities or the imposition of exchange controls by the United States or the United Kingdom, (iii) there shall not have been a suspension or material limitation in trading in securities generally or in securities of the Company on the New York Stock Exchange or the London Stock Exchange, or a general moratorium on commercial banking activities in New York declared by either U.S. federal or New York state authorities or a general moratorium on commercial banking activities in the United Kingdom declared by authorities in the United Kingdom, the effect of which in the case of (i), (ii) or (iii), in the judgment of the Representatives after consultation with the Company, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Designated Securities on the terms and in the manner contemplated in the Statutory Prospectus and the Prospectus as amended or supplemented;

(i) The Company shall have furnished or caused to be furnished to the Representatives at the Time of Delivery for the Designated Securities, certificates of directors or officers of the Company, reasonably satisfactory to the Representatives as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery and as to the performance by the Company of all its obligations hereunder to be performed at or prior to such Time of Delivery, and the Company shall have furnished to the Representatives certificates of directors or officers of the Company, reasonably satisfactory to the Representatives, as to the matters set forth in Section 9(a) hereof; and

(j) The Company shall have furnished or caused to have furnished or caused to be furnished such other documents as reasonably requested by the Representatives and set forth in the Pricing Agreement.

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10. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Statutory Prospectus, the Prospectus as amended or supplemented, the Pricing Disclosure Package, any Issuer Free Writing Prospectus, any “issuer information” (as defined in Rule 433(h)(2) under the Act) filed or required to be filed pursuant to Rule 433(d) under the Act and any other prospectus relating to the Designated Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Statutory Prospectus, the Pricing Disclosure Package, the Prospectus as amended or supplemented, any Issuer Free Writing Prospectus, any other prospectus relating to the Designated Securities or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by any Underwriter of Designated Securities through the Representatives expressly for use therein.

(b) Each Underwriter will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Statutory Prospectus, the Pricing Disclosure Package, the Prospectus as amended or supplemented, any Issuer Free Writing Prospectus and any other prospectus relating to the Designated Securities, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, any preliminary prospectus supplement, the Registration Statement, the Statutory Prospectus, the Pricing Disclosure Package, the Prospectus, as amended or supplemented, any Issuer Free Writing Prospectus and any other prospectus relating to the Designated Securities, or any such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying

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party), and, after notice from the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation.

(d) If the indemnification provided for in this Section 10 is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters of the Designated Securities on the other from the offering of the Designated Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters of the Designated Securities on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by such Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Designated Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Designated Securities in this subsection (d) to contribute are several in proportion to their respective underwriting obligations with respect to such Designated Securities and not joint.

(e) The obligations of the Company under this Section 10 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 10 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions,

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to each officer and director of the Company (including any person who, with this consent, is named in Registration Statement, as about to become a director of the Company), to the authorized representative of the Company in the United States and to each person, if any, who controls the Company within the meaning of the Act.

11. (a) If any Underwriter shall default in its obligation to subscribe for the Designated Securities for which it has agreed to subscribe under the Pricing Agreement relating to the Designated Securities at a Time of Delivery, the Representatives may in their discretion arrange for themselves or another party or other parties to subscribe for such Designated Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the subscription for such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to subscribe for such Designated Securities on such terms. In the event that, within the respective prescribed periods, the Representatives notify the Company that they have so arranged for the subscription for such Designated Securities, or the Company notifies the Representatives that it has so arranged for the subscription for such Designated Securities, the Representatives or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Pricing Disclosure Package, the Statutory Prospectus or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement, the Pricing Disclosure Package, the Statutory Prospectus or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section 11 with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities.

(b) If, after giving effect to any arrangements for the subscription for the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount or number of such Designated Securities which remains unsubscribed for does not exceed one-eleventh of the aggregate principal amount or number of all the Designated Securities to be subscribed for at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to subscribe for the Designated Securities for which such Underwriter agreed to subscribe hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to subscribe for its pro rata share (based on the principal amount or number of Designated Securities for which such Underwriter agreed to subscribe hereunder) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the subscription for the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount or number of such Designated Securities which remains unsubscribed for exceeds one-eleventh of the aggregate principal amount or number of all the Designated Securities to be subscribed for at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to subscribe for Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 10 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

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12. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Designated Securities.

13. If any Pricing Agreement shall be terminated pursuant to Section 11 hereof, the Company shall not then be under any liability to any Underwriter with respect to the Designated Security covered by such Designated Securities except as provided in Section 8 and Section 10 hereof; but, if for any other reason, any Designated Securities are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the subscription for, sale and delivery of the such Designated Securities not so delivered, but the Company shall then be under no further liability to any Underwriter except as provided in Section 8 and Section 10 hereof.

14. In all dealings hereunder, the Representatives of the Underwriters of the Designated Securities shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such Representatives, if any, as may be designated for such purpose in the Pricing Agreement relating to such Designated Securities.

All statements, requests, notices and agreements hereunder shall be in writing or by telegram, promptly confirmed in writing, and if to the Underwriters shall be sufficient in all respects if delivered or sent by registered mail to the address of the Representatives as set forth in the Pricing Agreement relating to the Designated Securities; and if to the Company shall be delivered or sent by registered mail to the address of the Company set forth in the Registration Statement, Attention: Secretary; provided , however , that any notice to an Underwriter pursuant to Section 10(c) hereof shall be delivered or sent by registered mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company by the Representatives upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

15. This Agreement and each Pricing Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections 10 and 12 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement or any such Pricing Agreement. No purchaser of any of the Designated Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

16. The Company acknowledges and agrees that: (i) the issue and subscription of the Designated Securities pursuant to this Agreement and each Pricing Agreement, including the determination of the public offering price of the Designated Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) in connection with each transaction contemplated hereby and the process leading to each such transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its affiliates (other than, if applicable, itself), stockholders, creditors or employees or any other party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the

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process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement; (iv) the several Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

17. The Company agrees that any legal suit, action or proceeding brought by any Underwriter or by any person controlling any Underwriter, arising out of or based upon this Agreement or any Pricing Agreement may be instituted in any state or federal court in The City and State of New York, and waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the jurisdiction of such courts in any such proceeding. The Company hereby designates Barclays Bank PLC (New York Branch) as its authorized agent (the “Authorized Agent”) upon which process may be served in any action based on this Agreement or any Pricing Agreement which may be instituted in any state or federal court in The City and State of New York by an Underwriter and expressly accepts the jurisdiction of any such court in respect of such action. Such designation shall be irrevocable. The Company represents and warrants that it will cause Barclays Bank PLC (New York Branch) to act as said agent for service of process, and the Company agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such designation in full force and effect as aforesaid. Service of process upon the Authorized Agent and written notice of such service to the Company (mailed or delivered to the Company at its respective address as aforesaid) shall be deemed, in every respect, effective service of process upon the Company. Notwithstanding the foregoing, any action based on this Agreement or any Pricing Agreement may be instituted by any Underwriter in any competent court in England.

18. Time shall be of the essence of each Pricing Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

19. This Agreement and each Pricing Agreement shall be governed by, and construed in accordance, with the laws of the State of New York.

20. Where a resolution measure is taken in relation to any BRRD undertaking or any member of the same group as that BRRD undertaking and that BRRD undertaking or any member of the same group as that BRRD undertaking is a party to this Agreement (any such party to this Agreement or the Pricing Agreement being an “Affected Party”), each other party to this Agreement or the Pricing Agreement, as applicable, agrees that it shall only be entitled to exercise any termination right under this Agreement or the Pricing Agreement, as applicable, against the Affected Party to the extent that it would be entitled to do so under the Special Resolution Regime if this Agreement or the Pricing Agreement, as applicable, were governed by the laws of any part of the United Kingdom. For the purpose of this clause, “resolution measure” means a ‘crisis prevention measure,’ ‘crisis management measure’ or ‘recognised third-country resolution action,’ each with the meaning given in the “PRA Rulebook: CRR Firms and Non-Authorised Persons: Stay in Resolution Instrument 2015,” as may be amended from time to time (the “PRA Contractual Stay Rules”), provided, however, that ‘crisis prevention measure’ shall be interpreted in the manner outlined in Rule 2.3 of the PRA Contractual Stay Rules; “BRRD undertaking,” “group,” “Special Resolution Regime” and “termination right” have the respective meanings given in the PRA Contractual Stay Rules.

21. Notwithstanding and to the exclusion of any other term of this Agreement, the Pricing Agreement or any other agreements, arrangements, or understanding between the parties, each party acknowledges and accepts that a BRRD Liability arising under this Agreement or the Pricing Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts, and agrees to be bound by:

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(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of each Covered Party to it under this Agreement or the Pricing Agreement, that (without limitation) may include and result in any of the following, or some combination thereof;

(i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;

(ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the relevant Covered Party or another person, and the issue to or conferral on the other party of such shares, securities or obligations;

(iii) the cancellation of the BRRD Liability; or

(iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;

(b) the variation of the terms of this Agreement or the Pricing Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.

For these purposes:

“Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.

“Bail-in Powers” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.

“BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“Covered Party” means any party subject to the Bail-in Legislation.

“EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/pages.aspx?p=499.

“BRRD Liability” means a liability in respect of which the relevant Write Down and Conversion Powers in the applicable Bail-in Legislation may be exercised.

“Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the relevant Covered Party.

-18-

22. Each Pricing Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

[ Signature Page Follows ]

-19-


Very truly yours,

BARCLAYS PLC

		/s/ Miray Muminoglu
Name:		Miray Muminoglu
Title: Date:		Managing Director, Capital Markets Execution May 2, 2017

[ Signature Page to Debt Securities Underwriting Agreement ]

Annex 1

Pricing Agreement

[•]

As representative of the several Underwriters

named in Schedule I (the “Representative”)

Ladies and Gentlemen:

Barclays PLC (the “Company”) proposes to issue $[•] aggregate principal amount of [•]% [Senior][Subordinated] Notes due [•] (the “Notes”). Each of the Underwriters hereby undertakes to purchase at the subscription price set forth in Schedule II hereto, the amount of Notes set forth opposite the name of such Underwriter in Schedule I hereto, such payment to be made at the Time of Delivery set forth in Schedule II hereto. The obligations of the Underwriters hereunder are several but not joint.

Each of the provisions of the Underwriting Agreement—Standard Provisions, dated [•] (the “Underwriting Agreement”), is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Agreement, except that each representation and warranty with respect to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation and warranty as of the date of the Prospectus and also a representation and warranty as of the date of this Agreement in relation to the Prospectus as amended or supplemented relating to the Notes. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representative designated to act on behalf of each of the Underwriters of Designated Securities pursuant to Section 14 of the Underwriting Agreement and the address referred to in such Section 14 is set forth in Schedule II hereto.

An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you, is now proposed to be filed with the Commission.

The Applicable Time for purposes of this Pricing Agreement is [•] New York time on [•]. Each “free writing prospectus” as defined in Rule 405 under the Securities Act for which each party hereto has received consent to use in accordance with Section 7 of the Underwriting Agreement is listed in Schedule III hereto and is attached as Exhibit A hereto.

If the foregoing is in accordance with your understanding, please sign and return to us the counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters on the one hand and the Company on the other.

[ Signature Page Follows ]

Very truly yours,

BARCLAYS PLC

Name:

Title:

Accepted as of the date hereof

at New York, New York

On behalf of itself and each of the other Underwriters

[•]

Name:

Title:

[ Signature Page to Debt Securities Pricing Agreement ]

SCHEDULE I


Underwriter	Principal Amount of Notes
[•]	$	[	•]
[•]	$	[	•]
[•]	$	[	•]
Total	$	[	•]

SCHEDULE II

Title of Designated Securities:

[•]% [Senior][Subordinated] Notes due [•]

Price to Public:

[•]% of principal amount

Subscription Price by Underwriters:

[•]% of principal amount

Form of Designated Securities:

The Notes will be represented by one or more global notes registered in the name of Cede & Co., as nominee of The Depository Trust Company issued pursuant to the [Senior Debt Indenture [to be] dated [on or about] [•] [Dated Subordinated Debt Indenture [to be] dated [on or about] [•]] between Barclays PLC and The Bank of New York Mellon.

Securities Exchange, if any:

[None] [•]

Maturity Date:

The stated maturity of the principal of the Notes will be [•].

Interest Rate:

Interest will accrue on the Notes from the date of their issuance. Interest will accrue on the Notes at a rate of [•]% per year from and including the date of issuance.

Interest Payment Dates:

Interest will be payable semi-annually in arrear on [•] and [•] of each year, commencing on [•].

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).

Sinking Fund Provisions:

No sinking fund provisions.

Optional Redemption:

[The Notes are redeemable as described under “Description of [Senior][Subordinated] Notes –Optional Redemption” in the Prospectus Supplement (as defined below).]

Tax Redemption:

[The Notes are redeemable as described under “Description of Debt Securities—Redemption—Redemption for Tax Reasons” in the Prospectus.]

Regulatory Event Redemption:

[The Notes are redeemable as described under “Description of Subordinated Notes—Regulatory Event Redemption” in the Prospectus Supplement.]

Time of Delivery:

[•] by [9:30 a.m.] New York time.

Specified Funds for Payment of Subscription Price of Designated Securities:

By wire transfer to a bank account specified by the Company in same day funds.

Value Added Tax:

(a) If the Company is obliged to pay any sum to the Underwriters under this Agreement and any value added tax (“VAT”) is properly charged on such amount, the Company shall pay to the Underwriters an amount equal to such VAT on receipt of a valid VAT invoice;

(b) If the Company is obliged to pay a sum to the Underwriters under this Agreement for any fee, cost, charge or expense properly incurred under or in connection with this Agreement (the “Relevant Cost”) and no VAT is payable by the Company in respect of the Relevant Cost under paragraph (a) above, the Company shall pay to the Underwriters an amount which:

(i) if for VAT purposes the Relevant Cost is consideration for a supply of goods or services made to the Underwriters, is equal to any input VAT incurred by the Underwriters on that supply of goods and services, but only if and to the extent that the Underwriters are unable to recover such input VAT from HM Revenue & Customs (whether by repayment or credit) provided, however, that the Underwriters shall reimburse the Company for any amount paid by the Company in respect of irrecoverable input VAT pursuant to this paragraph (i) if and to the extent such input VAT is subsequently recovered from HM Revenue & Customs (whether by repayment or credit);

(ii) if for VAT purposes the Relevant Cost is a disbursement properly incurred by the Underwriters under or in connection with this Agreement as agent on behalf of the Company, is equal to any VAT paid on the Relevant Cost by the Underwriters provided, however, that the Underwriters shall use best endeavors to procure that the actual supplier of the goods or services which the Underwriters received as agent issues a valid VAT invoice to the Company.

Closing Location:

[•]

Name and address of Representative:

Designated Representative: [•]

Address for Notices:

[•]

Selling Restrictions:

Each Underwriter has represented, warranted and agreed with the Company that, in connection with the distribution of the Designated Securities,

[(i) (1) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and (2) it has not offered or sold and will not offer or sell any securities other than to persons:

(A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or

(B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses,

where the issue of the securities would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000, as amended (the “FSMA”) by the Company;]

[(ii)] directly or indirectly, it (1) has only communicated or caused to be communicated, and will only communicate or cause to be communicated, any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Designated Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (2) has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Designated Securities in, from or otherwise involving the United Kingdom.

Each Underwriter has represented, warranted and agreed that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the Designated Securities to the public in that Relevant Member State, other than, from and including the Relevant Implementation Date:

(i) Qualified investors: at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(iii) Other exempt offers: at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,

the Designated Securities to be offered so as to enable an investor to decide to purchase or subscribe the Designated Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended by Directive 2010/73/EU) and includes any relevant implementing measure in each Relevant Member.

Each Underwriter has represented, warranted and agreed with the Company, with respect to sales of the Designated Securities in Canada, that, directly or indirectly, it shall sell the Designated Securities only to purchasers purchasing as principal that are both “accredited investors” as defined in National Instrument 45-106 Prospectus Exemptions or section 73.3 of the Securities Act (Ontario) and “permitted clients” as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

Other Terms and Conditions:

As set forth in the prospectus supplement dated [•] relating to the Notes (the “Prospectus Supplement”), incorporating the Prospectus dated [•] relating to the Notes.

SCHEDULE III

Issuer Free Writing Prospectus:

Final Term Sheet, dated [•], attached hereto as Exhibit A.

EXHIBIT A

Final Term Sheet, dated [•]

Exhibit 1.2

Pricing Agreement

May 2, 2017

Barclays Capital Inc.

As representative of the several Underwriters

named in Schedule I (the “Representative”)

Ladies and Gentlemen:

Barclays PLC (the “Company”) proposes to issue US$2,000,000,000 aggregate principal amount of 4.836% Fixed Rate Subordinated Notes due 2028 (the “Notes”). Each of the Underwriters hereby undertakes to purchase at the subscription price set forth in Schedule II hereto, the amount of Notes set forth opposite the name of such Underwriter in Schedule I hereto, such payment to be made at the Time of Delivery set forth in Schedule II hereto. The obligations of the Underwriters hereunder are several but not joint.

Each of the provisions of the Underwriting Agreement—Standard Provisions, dated May 2, 2017 (the “Underwriting Agreement”), is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Agreement, except that each representation and warranty with respect to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation and warranty as of the date of the Prospectus and also a representation and warranty as of the date of this Agreement in relation to the Prospectus as amended or supplemented relating to the Notes. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representative designated to act on behalf of each of the Underwriters of Designated Securities pursuant to Section 14 of the Underwriting Agreement and the address referred to in such Section 14 is set forth in Schedule II hereto.

The Applicable Time for purposes of this Pricing Agreement is 4:30 PM New York time on May 2, 2017. Each “free writing prospectus” as defined in Rule 405 under the Securities Act for which each party hereto has received consent to use in accordance with Section 7 of the Underwriting Agreement is listed in Schedule III hereto and is attached as Exhibit A hereto.

[ Signature Page Follows ]


Very truly yours,

BARCLAYS PLC

		/s/ Miray Muminoglu
Name:		Miray Muminoglu
Title:		Managing Director, Capital Markets Execution
Date:		May 2, 2017

Accepted as of the date hereof

at New York, New York

On behalf of itself and each of the other Underwriters

BARCLAYS CAPITAL INC.


		/s/ Faizal Sayani
Name:		Faizal Sayani
Title: Date:		Managing Director May 2, 2017

[Signature Page to Debt Securities Pricing Agreement]

SCHEDULE I


Underwriters	Principal Amount of Notes
Barclays Capital Inc.	US$	1,640,000,000
ANZ Securities, Inc.	US$	20,000,000
Banco Santander, S.A.	US$	20,000,000
BBVA Securities Inc.	US$	20,000,000
BNY Mellon Capital Markets, LLC	US$	20,000,000
CIBC World Markets Corp.	US$	20,000,000
Commonwealth Bank of Australia	US$	20,000,000
Drexel Hamilton, LLC	US$	20,000,000
Mischler Financial Group, Inc.	US$	20,000,000
Natixis Securities Americas LLC	US$	20,000,000
Nomura Securities International, Inc.	US$	20,000,000
PNC Capital Markets LLC	US$	20,000,000
Scotia Capital (USA) Inc.	US$	20,000,000
SMBC Nikko Securities America, Inc.	US$	20,000,000
Standard Chartered Bank	US$	20,000,000
SunTrust Robinson Humphrey, Inc.	US$	20,000,000
Swedbank AB (publ)	US$	20,000,000
The Williams Capital Group, L.P.	US$	20,000,000
U.S. Bancorp Investments, Inc.	US$	20,000,000
Total	US$	2,000,000,000

SCHEDULE II

Title of Designated Securities:

US$2,000,000,000 4.836% Fixed Rate Subordinated Notes due 2028.

Price to Public:

100% of principal amount.

Subscription Price by Underwriters:

99.55% of principal amount.

Form of Designated Securities:

The Notes will be represented by one or more global notes registered in the name of Cede & Co., as nominee of The Depository Trust Company issued pursuant to the Dated Subordinated Debt Indenture to be dated on or about May 9, 2017 between Barclays PLC and The Bank of New York Mellon.

Securities Exchange, if any:

The New York Stock Exchange

Maturity Date:

The stated maturity of the principal of the Notes will be May 9, 2028.

Interest Rate:

Interest will accrue on the Notes from the date of their issuance. Interest will accrue on the Notes at a rate of 4.836% per year from and including the date of issuance.

Interest Payment Dates:

Interest will be payable semi-annually in arrear on May 9 and November 9 of each year, commencing on November 9, 2017.

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).

Sinking Fund Provisions:

No sinking fund provisions.

Optional Redemption:

The Notes are redeemable on May 7, 2027 as described under “Description of Subordinated Notes—Optional Redemption” in the Prospectus Supplement (as defined below).

Tax Redemption:

The Notes are also redeemable as described under “Description of Subordinated Notes—Tax Redemption” in the Prospectus Supplement.

Regulatory Event Redemption:

The Notes are also redeemable as described under “Description of Subordinated Notes—Regulatory Event Redemption” in the Prospectus Supplement.

Time of Delivery:

May 9, 2017 by 9:30 a.m. New York time.

Specified Funds for Payment of Subscription Price of Designated Securities:

By wire transfer to a bank account specified by the Company in same day funds.

Value Added Tax:

Closing Location:

Linklaters LLP, One Silk Street, London EC2Y 8HQ, United Kingdom.

Name and address of Representative:

Designated Representative: Barclays Capital Inc.

Address for Notices:

Barclays Capital Inc.

745 Seventh Avenue

New York, NY 10019

Attn: Syndicate Registration

Selling Restrictions:

Each Underwriter has represented, warranted and agreed with the Company that, in connection with the distribution of the Notes, directly or indirectly, it (1) has only communicated or caused to be communicated, and will only communicate or cause to be communicated, any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (2) has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

Each Underwriter has represented, warranted and agreed that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) it has not made and will not make an offer of the Notes to the public in that Relevant Member State, other than, from and including the Relevant Implementation Date:

(i) Qualified investors: at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(iii) Other exempt offers: at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided, that no such offer of the Notes shall require any Underwriter or the Company to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of the Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended by Directive 2010/73/EU) and includes any relevant implementing measure in each Relevant Member.

Each Underwriter has represented, warranted and agreed with the Company, with respect to sales of the Notes in Canada, that, directly or indirectly, it shall sell the Notes only to purchasers purchasing as principal that are both “accredited investors” as defined in National Instrument 45-106 Prospectus Exemptions or section 73.3 of the Securities Act (Ontario) and “permitted clients” as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

Other Terms and Conditions:

As set forth in the prospectus supplement dated May 2, 2017 relating to the Notes (the “Prospectus Supplement”), incorporating the Prospectus dated March 1, 2017 relating to the Notes.

SCHEDULE III

Issuer Free Writing Prospectus:

Final Term Sheet, dated May 2, 2017 attached hereto as Exhibit A.

EXHIBIT A

Final Term Sheet, dated May 2, 2017

US$2.0bn 4.836% Fixed Rate Subordinated Notes due 2028

Pricing Term Sheet


Issuer:		Barclays PLC (the “Issuer”)

Notes:		4.836% Fixed Rate Subordinated Notes due 2028 (the “Notes”)

Expected Issue Ratings ¹ :		Baa3 (Moody’s) / BB+ (S&P) / A– (Fitch)

Status:		Dated Subordinated Debt / Unsecured / Tier 2

Legal Format:		SEC registered

Principal Amount:		USD 2,000,000,000

Trade Date:		May 2, 2017

Issue Date:		May 9, 2017

Maturity Date:		May 9, 2028

Coupon:		4.836%

Interest Payment Dates:		Semi-annually in arrear on May 9 and November 9 in each year, commencing on November 9, 2017 and ending on the Maturity Date

Coupon Calculation:		30/360, following, unadjusted

Business Days:		New York, London

Preliminary Prospectus Supplement:		Preliminary Prospectus Supplement dated May 2, 2017 (the “Prospectus Supplement”). If there is any discrepancy or contradiction between this Pricing Term Sheet and the Prospectus Supplement, this Pricing Term Sheet shall prevail.

U.K. Bail-in Power Acknowedgement:		Yes. See section entitled “Description of Subordinated Notes—Agreement with Respect to the Exercise of U.K. Bail-in Power” in Prospectus Supplement.

Ranking:		The ranking of the Notes is described under “Description of Subordinated Notes–Ranking” in the Prospectus Supplement.

Optional Redemption:		The Notes are redeemable on May 7, 2027 as described under “Description of Subordinated Notes—Optional Redemption” in the Prospectus Supplement.

Regulatory Event Redemption:		The Notes are redeemable as described under “Description of Subordinated Notes—Regulatory Event Redemption” in the Prospectus Supplement.

Tax Redemption:		The Notes are also redeemable as described under “Description of Subordinated Notes—Tax Redemption” in the Prospectus Supplement.

¹	Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.



Benchmark Treasury:		T 2.250 02/15/27

Spread to Benchmark:		255bps

Reoffer Yield:		4.836%

Issue Price:		100%

Underwriting Discount:		0.45%

Net Proceeds:		USD 1,991,000,000

Sole Bookrunner:		Barclays Capital Inc.

Co-managers:		ANZ Securities, Inc.; Banco Santander, S.A.; BBVA Securities Inc.; BNY Mellon Capital Markets, LLC; CIBC World Markets Corp.; Commonwealth Bank of Australia; Drexel Hamilton, LLC; Mischler Financial Group, Inc.; Natixis Securities Americas LLC; Nomura Securities International, Inc.; PNC Capital Markets LLC; Scotia Capital (USA) Inc.; SMBC Nikko Securities America, Inc.; Standard Chartered Bank; SunTrust Robinson Humphrey, Inc.; Swedbank AB (publ); The Williams Capital Group, L.P.; U.S. Bancorp Investments, Inc.

Risk Factors:		An investment in the Notes involves risks. See “Risk Factors” section beginning on page S-18 of the Prospectus Supplement.

Denominations:		USD 200,000 and integral multiples of USD 1,000 in excess thereof

ISIN/CUSIP:		US06738EAW57 / 06738E AW5

Settlement:		DTC; Book-entry; Transferable

Documentation:		To be documented under the Issuer’s shelf registration statement on Form F-3 (No. 333-216377) and to be issued pursuant to the Dated Subordinated Debt Securities Indenture, to be entered into on or about May 9, 2017, between the Issuer and The Bank of New York Mellon acting through its London Branch, as trustee (the “Trustee”).

Listing:		We will apply to list the Notes on the New York Stock Exchange

Governing Law:		New York law, except for subordination provisions and waiver of set-off provisions which will be governed by English law

Definitions:		Unless otherwise defined herein, all capitalized terms have the meaning set forth in the Prospectus Supplement

The Issuer has filed a registration statement (including a prospectus dated March 1, 2017 (the “Prospectus”) and the Prospectus Supplement) with the U.S. Securities and Exchange Commission (“SEC”) for this offering. Before you invest, you should read the Prospectus and the Prospectus Supplement for this offering in that registration statement, and other documents the Issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online database (EDGAR ^® ) at www.sec.gov . Alternatively, you may obtain a copy of the Prospectus and the Prospectus Supplement from Barclays Capital Inc. by calling 1-888-603-5847.

-11-

Exhibit 4.1

BARCLAYS PLC,

Issuer

THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH,

Trustee

DATED SUBORDINATED DEBT SECURITIES INDENTURE

Dated as of May 9, 2017

BARCLAYS PLC

Reconciliation and tie between Trust Indenture Act of 1939, as amended, and Dated Subordinated Debt Securities Indenture, dated as of May 9, 2017.


Trust Indenture Act Section		Dated Subordinated Debt Securities Indenture Section
§310	(a)(1)	6.09
	(a)(2)	6.09
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(b)	6.08 6.10
§311	(a)	6.13
	(b)	6.13
§312	(a)	7.01 7.02(a)
	(b)	7.02(b)
	(c)	7.02(c)
§313	(a)	7.03(a)
	(b)	7.03(a)
	(c)	1.06,7.03(a)
	(d)	7.03(b)
§314	(a)	7.04, 10.06
	(b)	Not Applicable
	(c)(1)	1.02
	(c)(2)	1.02
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	1.02
	(f)	Not Applicable
§315	(a)	6.01, 6.03
	(b)	6.02
	(c)	5.05, 6.01
	(d)(1)	6.01, 6.03
	(d)(2)	6.01, 6.03
	(e)	5.15
§316	(a)(1)(A)	5.08, 5.13
	(a)(1)(B)	5.14
	(a)(2)	Not Applicable
	(a)(last sentence)	1.01
	(b)	5.09
§317	(a)(1)	5.03
	(a)(2)	5.05
	(b)	10.03

Trust Indenture

Act Section

Dated Subordinated

Debt Securities

Indenture Section

§318 (a)

1.07

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

TABLE OF CONTENTS

Page

Article 1

Definitions and Other Provisions of General Application


Section 1.01	Definitions	1
Section 1.02	Compliance Certificates and Opinions	9
Section 1.03	Form of Documents Delivered to Trustee	10
Section 1.04	Acts of Holders	10
Section 1.05	Notices, etc. to Trustee and Company	12
Section 1.06	Notice to Holders; Waiver	12
Section 1.07	Conflict with Trust Indenture Act	13
Section 1.08	Effect of Headings and Table of Contents	13
Section 1.09	Successors and Assigns	13
Section 1.10	Separability Clause	13
Section 1.11	Benefits of Dated Subordinated Debt Securities Indenture	14
Section 1.12	Governing Law	14
Section 1.13	Saturdays, Sundays and Legal Holidays	14
Section 1.14	Appointment of Agent for Service	14
Section 1.15	Calculation Agent	15
Section 1.16	Waiver of Jury Trial	15
Section 1.17	Force Majeure	15

Article 2
Dated Subordinated Debt Security Forms

Section 2.01	Forms Generally	16
Section 2.02	Form of Trustee’s Certificate of Authentication	17

Article 3
The Dated Subordinated Debt Securities

Section 3.01	Amount Unlimited; Issuable in Series	17
Section 3.02	Denominations	21
Section 3.03	Execution, Authentication, Delivery and Dating	21
Section 3.04	Temporary Dated Subordinated Debt Securities	22
Section 3.05	Registration, Registration of Transfer and Exchange	23
Section 3.06	Mutilated, Destroyed, Lost and Stolen Dated Subordinated Debt Securities	25
Section 3.07	Payment; Interest Rights Preserved	26
Section 3.08	Persons Deemed Owners	27
Section 3.09	Cancellation	27
Section 3.10	Computation of Interest	27
Section 3.11	CUSIP Numbers	27

-i-

Article 4

Satisfaction and Discharge


Section 4.01	Satisfaction and Discharge of Dated Subordinated Debt Securities Indenture	27
Section 4.02	Application of Trust Money	28

Article 5
Remedies

Section 5.01	Winding-Up Event	29
Section 5.02	Non-Payment Event	29
Section 5.03	Limited Remedies for Breach of Obligations (Other than Non-Payment)	29
Section 5.04	No Other Remedies and Other Terms	30
Section 5.05	Trustee May File Proofs of Claim	32
Section 5.06	Trustee May Enforce Claims Without Possession of Dated Subordinated Debt Securities	32
Section 5.07	Application of Money Collected	33
Section 5.08	Limitation on Suits	33
Section 5.09	Unconditional Right of Holders to Receive Principal, Premium and Interest, if any	34
Section 5.10	Restoration of Rights and Remedies	34
Section 5.11	Rights and Remedies Cumulative	34
Section 5.12	Delay or Omission Not Waiver	35
Section 5.13	Control by Holders	35
Section 5.14	Waiver of Certain Past Events of Default	35
Section 5.15	Undertaking for Costs	36
Section 5.16	Waiver of Usury, Stay or Extension Laws	36

Article 6
The Trustee

Section 6.01	Certain Duties and Responsibilities	36
Section 6.02	Notice of Events of Default	37
Section 6.03	Certain Rights of Trustee	38
Section 6.04	Not Responsible for Recitals or Issuance of Dated Subordinated Debt Securities	39
Section 6.05	May Hold Dated Subordinated Debt Securities	39
Section 6.06	Money Held in Trust	40
Section 6.07	Compensation and Reimbursement	40
Section 6.08	Disqualification; Conflicting Interests	41
Section 6.09	Corporate Trustee Required; Eligibility	41
Section 6.10	Resignation and Removal; Appointment of Successor	41
Section 6.11	Acceptance of Appointment by Successor	43
Section 6.12	Merger, Conversion, Consolidation or Succession to Business	44
Section 6.13	Preferential Collection of Claims	44
Section 6.14	Appointment of Authenticating Agent	44

Article 7
Holders Lists and Reports by Trustee and Company

Section 7.01	Company to Furnish Trustee Names and Addresses of Holders	46
Section 7.02	Preservation of Information; Communications to Holders	47
Section 7.03	Reports by Trustee	47
Section 7.04	Reports by Company	48

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Article 8

Consolidation, Merger, Conveyance or Transfer


Section 8.01	Company May Consolidate, etc. Only on Certain Terms	48
Section 8.02	Successor Person Substituted	49
Section 8.03	Assumption of Obligations	49

Article 9
Supplemental Indentures

Section 9.01	Supplemental Indentures Without Consent of Holders	51
Section 9.02	Supplemental Indentures with Consent of Holders	52
Section 9.03	Execution of Supplemental Indentures	53
Section 9.04	Effect of Supplemental Indentures	53
Section 9.05	Conformity with Trust Indenture Act	54
Section 9.06	Reference in Dated Subordinated Debt Securities to Supplemental Indentures	54

Article 10
Covenants

Section 10.01	Payment of Principal, Premium, and Interest	54
Section 10.02	Maintenance of Office or Agency	54
Section 10.03	Money for Payments to Be Held in Trust	55
Section 10.04	Additional Amounts	56
Section 10.05	Corporate Existence	58
Section 10.06	Statement as to Compliance	59

Article 11
Redemption of Dated Subordinated Debt Securities

Section 11.01	Applicability of Article	59
Section 11.02	Election to Redeem; Notice to Trustee	59
Section 11.03	Selection by Trustee of Dated Subordinated Debt Securities to be Redeemed	59
Section 11.04	Notice of Redemption	60
Section 11.05	Deposit of Redemption Price	61
Section 11.06	Dated Subordinated Debt Securities Payable on Redemption Date	61
Section 11.07	Dated Subordinated Debt Securities Redeemed in Part	61
Section 11.08	Optional Redemption	61
Section 11.09	Optional Tax Redemption	62
Section 11.10	Limitations on Redemption	64
Section 11.11	Officer’s Certificate Related to PRA Consent	64
Section 11.12	Condition to Repurchase	64

Article 12
Subordination of Dated Subordinated Debt Securities

Section 12.01	Status	64

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Article 13

U.K. Bail-in Power and BRRD Acknowledgement


Section 13.01	U.K. Bail-in Power Acknowledgement	65
Section 13.02	Parties’ Acknowledgement with respect to Treatment of BRRD Liabilities	67

Article 14
Subsequent Holders’ Agreement

Section 14.01	Subsequent Holders’ Agreement	68

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DATED SUBORDINATED DEBT SECURITIES INDENTURE, dated as of May 9, 2017, between BARCLAYS PLC, a public limited company registered in England and Wales (herein called the “Company”), having its registered office at 1 Churchill Place, London E14 5HP, United Kingdom and THE BANK OF NEW YORK MELLON ACTING THROUGH ITS LONDON BRANCH, a New York banking corporation, as Trustee (herein called the “Trustee”), having its Corporate Trust Office at One Canada Square, London E14 5AL, United Kingdom.

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Dated Subordinated Debt Securities Indenture to provide for the issuance from time to time of its Dated Subordinated Debt Securities (herein called the “Dated Subordinated Debt Securities”), to be issued in one or more series as in this Dated Subordinated Debt Securities Indenture provided.

All things necessary to make this Dated Subordinated Debt Securities Indenture a valid and binding agreement of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS DATED SUBORDINATED DEBT SECURITIES INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Dated Subordinated Debt Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of Dated Subordinated Debt Securities and holders of Coupons, if any, as follows:

Article 1

D EFINITIONS AND O THER P ROVISIONS OF G ENERAL A PPLICATION

Section 1.01 Definitions . For all purposes of this Dated Subordinated Debt Securities Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(b) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United Kingdom at the date of such computation and as applied by the Company; and

(d) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Dated Subordinated Debt Securities Indenture as a whole and not to any particular Article, Section or other subdivision.

Certain terms may be defined when first used.

“ Act ”, when used with respect to any Holder, has the meaning specified in Section 1.04.

“ Additional Amounts ” has the meaning specified in Section 10.04(a).

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ Applicable Law ” has the meaning specified in Section 10.04(c).

“ Authenticating Agent ” means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Dated Subordinated Debt Securities of one or more series.

“ Authorized Newspaper ” means a newspaper in an official language of the country of publication customarily published at least once a day for at least five (5) days in each calendar week and of general circulation in the place in connection with which the term is used, which, in the United Kingdom, will be The Financial Times of London, if practicable, and which, in the United States, will be The Wall Street Journal , if practicable, and if it shall be impracticable to make any publication of any notice required hereby in any such newspaper, shall mean any publication or other notice in lieu thereof which is made or given as determined by the Trustee.

“ Authorized Officer ” means any Director, any officer of the Company for the time being holding the office of Chief Executive Officer, Group Finance Director or Barclays Treasurer or any Managing Director (or person with similar title and status) in Barclays Treasury (or successor department).

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

“ Board of Directors ” means either the board of directors, or any committee of such board duly authorized to act with respect hereto, of the Company, which board of directors or committee may, to the extent permitted by applicable law, delegate its authority.

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“ Board Resolution ” means a copy of a resolution certified by a Company Secretary or by a Director, Associate Director or Manager (or any other person with similar title and status) of Barclays Corporate Secretariat (or any successor department thereto), or by such other person authorized or duly appointed by the Board of Directors, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee.

“ Business Day ” means, with respect to any Place of Payment, except as may otherwise be provided in the form of Dated Subordinated Debt Securities of any particular series, any weekday other than one on which banking institutions are authorized or obligated by law or executive order to close in London, England, The City of New York, United States or in that Place of Payment.

“ Calculation Agent ” means the Person, if any, authorized by the Company to calculate the interest rate or other amounts from time to time in relation to any series of Dated Subordinated Debt Securities.

“ Capital Regulations ” means, at any time, the laws, regulations, requirements, standards, guidelines and policies relating to capital adequacy and/or minimum requirement for own funds and eligible liabilities and/or loss absorbing capacity of credit institutions of either (i) the PRA and/or (ii) any other national or European authority, in each case then in effect in the United Kingdom (or in such other jurisdiction in which the Company may be organized or domiciled) and applicable to the Group.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended, and any successor thereto.

“ Commission ” means the United States Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“ Companies Act 2006 ” means the Companies Act 2006 of England and Wales, as amended, and any successor thereto.

“ Company ” means the Person named as the “Company” in the first paragraph of this Dated Subordinated Debt Securities Indenture until a successor corporation shall have become such pursuant to the applicable provisions of this Dated Subordinated Debt Securities Indenture, and thereafter “Company” shall mean such successor corporation.

“ Company Order ” and “ Company Request ” mean, respectively, a written order or request signed in the name of the Company by any Authorized Officer or any Director or Vice President in the Capital Markets Execution section (or any successor section thereto) of Barclays Treasury (or any other person with similar title and status), and delivered to the Trustee.

“ Corporate Trust Office ” means the Corporate Trust Office referenced in the applicable indenture supplemental hereto establishing the terms of the Dated Subordinated Debt Securities of a series in which the Trustee’s corporate trust business is principally administered, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).

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The term “ corporation ” includes corporations, associations, companies and business trusts.

“ Coupon ” or “ Coupons ” means any interest coupon or coupons, as the case may be, appertaining to any Dated Subordinated Debt Securities and includes any talons for further interest coupons.

“ Dated Subordinated Debt Securities ” has the meaning set forth in the recitals of the Company herein and more particularly means any series of Dated Subordinated Debt Securities issued, authenticated and delivered under this Dated Subordinated Debt Securities Indenture.

“ Dated Subordinated Debt Securities Indenture ” or “ Indenture ” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms and forms of particular series of Dated Subordinated Debt Securities established pursuant to Section 3.01.

“ Dated Subordinated Debt Security ” means one of the Dated Subordinated Debt Securities.

“ Dated Subordinated Debt Security Register ” and “ Dated Subordinated Debt Security Registrar ” have the respective meanings specified in Section 3.05.

“ Delegated Person Resolution ” means a copy of a resolution or decision certified by a Company Secretary or by a Director, Associate Director or Manager (or any other person with similar title and status) of Barclays Corporate Secretariat (or any successor department thereto), or by such other person authorized or duly appointed by the Board of Directors, to have been duly adopted by a duly authorized person or committee in accordance with the delegation of authorities granted by the Board of Directors in effect from time to time and to be in full force and effect on the date of such certification and delivered to the Trustee.

“ Depositary ” means, with respect to Dated Subordinated Debt Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Dated Subordinated Debt Securities as contemplated by Section 3.01.

“ Dollar ” or “ $ ” or any similar reference means the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

“ DTC ” means The Depository Trust Company (or any successor clearing system) or its nominee.

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“ Euro ” or “ € ” or any similar reference means the single currency of the participating member states in the Third Stage of European economic and monetary union pursuant to the Treaty establishing the European Community (as amended from time to time), and as defined in Article 2 of Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the Euro, as amended.

“ Event of Default ” has the meaning specified in Section 5.04(b).

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended, at the date as of which this instrument was executed; provided , however , that in the event the United States Securities Exchange Act of 1934 is amended after such date, “Exchange Act” means, to the extent required by any such amendment, the United States Securities Exchange Act of 1934 as so amended.

“ FATCA Withholding Tax ” has the meaning specified in Section 10.04(b).

“ Foreign Currency ” means a currency issued by the government of any country other than the United States of America as at the time of payment is legal tender for the payment of public and private debts.

“ Global Security ” means with respect to Dated Subordinated Debt Securities issued in registered form, a global certificate evidencing all or part of a series of Dated Subordinated Debt Securities, authenticated and delivered to the Depositary and registered in the name of the Depositary or its nominee.

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

“ Holder ” means a Person in whose name a registered Dated Subordinated Debt Security in global or definitive form is registered in the Dated Subordinated Debt Security Register.

“ Interest Payment Date ”, when used with respect to any Dated Subordinated Debt Security, means the Stated Maturity of any installment of interest on such Dated Subordinated Debt Security.

“ Investment Company Act ” means the U.S. Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.

“ Junior Obligations ” with respect to a particular series of Dated Subordinated Debt Securities, shall have the meaning set forth in the instrument establishing the terms of such series of Dated Subordinated Debt Securities, pursuant to Section 3.01.

“ Maturity ”, when used with respect to any Dated Subordinated Debt Security, means the date, if any, on which the principal of such Dated Subordinated Debt Security becomes due and payable as therein or herein provided, whether at the Stated Maturity or by call for redemption, winding up of the Company or otherwise.

“ Monetary Judgment ” has the meaning specified in Section 5.03.

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“ Non-Payment Event ” has the meaning specified in Section 5.02.

“ Officer’s Certificate ” means a certificate delivered to the Trustee and signed by any Authorized Officer or any Director or Vice President in the Capital Markets Execution section (or any successor section thereto) of Barclays Treasury (or any other person with similar title and status).

“ Opinion of Counsel ” means a written opinion of legal advisors, who may be legal advisors for the Company or other legal advisors, such opinion to be acceptable to the Trustee.

“ Ordinary Shares ” means the fully paid ordinary shares in the capital of the Company.

“ Outstanding ”, when used with respect to Dated Subordinated Debt Securities or any series of Dated Subordinated Debt Securities means, as of the date of determination, all Dated Subordinated Debt Securities or all Dated Subordinated Debt Securities of such series, as the case may be, theretofore authenticated and delivered under this Dated Subordinated Debt Securities Indenture, except :

(i) Dated Subordinated Debt Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(ii) Dated Subordinated Debt Securities, or portions thereof, for whose payment or redemption money in the necessary amount have been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Dated Subordinated Debt Securities; provided , that, if such Dated Subordinated Debt Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Dated Subordinated Debt Securities Indenture or provision therefor satisfactory to the Trustee has been made; and

(iii) Dated Subordinated Debt Securities which have been paid pursuant to Section 11.06 or in exchange for or in lieu of which other Dated Subordinated Debt Securities have been authenticated and delivered pursuant to this Dated Subordinated Debt Securities Indenture;

provided , however , that in determining whether the Holders of the requisite principal amount of the Outstanding Dated Subordinated Debt Securities of any series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of a Dated Subordinated Debt Security denominated in a Foreign Currency shall be the Dollar equivalent, determined in the manner provided as contemplated by Section 3.01 on the date of original issuance of such Dated Subordinated Debt Security, of the principal amount of such Dated Subordinated Debt Security; and (ii) Dated Subordinated Debt Securities beneficially owned by the Company or any other obligor upon the Dated Subordinated Debt Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Dated Subordinated Debt Securities which the Trustee knows to be so beneficially owned shall be so disregarded; provided further , however , that Dated Subordinated Debt Securities so beneficially

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owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Dated Subordinated Debt Securities and that the pledgee is not the Company or any other obligor upon the Dated Subordinated Debt Securities or any Affiliate of the Company or of such other obligor.

“ Paying Agent ” means any Person (which may include the Company) authorized by the Company to pay the principal of (and premium, if any) or interest, if any, on any Dated Subordinated Debt Securities on behalf of the Company.

“ Parity Obligations ” with respect to a particular series of Dated Subordinated Debt Securities, shall have the meaning set forth in the instrument establishing the terms of such series of Dated Subordinated Debt Securities, pursuant to Section 3.01.

“ Performance Obligation ” has the meaning specified in Section 5.03.

“ Person ” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“ Place of Payment ”, when used with respect to the Dated Subordinated Debt Securities of any series, means the place or places where the principal of (and premium, if any) and interest, if any, on the Dated Subordinated Debt Securities of that series are payable as specified pursuant to Section 3.01 or, if not so specified, as specified in Section 10.02.

“ Predecessor Dated Subordinated Security ” of any particular Dated Subordinated Debt Security means every previous Dated Subordinated Debt Security evidencing all or a portion of the same debt as that evidenced by such particular Dated Subordinated Debt Security; and, for the purposes of this definition, any Dated Subordinated Debt Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Dated Subordinated Debt Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Dated Subordinated Debt Security.

“ PRA ” means the Prudential Regulation Authority of the United Kingdom or such other governmental authority in the United Kingdom (or if the Company becomes domiciled in a jurisdiction other than the United Kingdom, such other jurisdiction) having primary responsibility for the prudential supervision of the Company.

“ Redemption Date ”, when used with respect to any Dated Subordinated Debt Security to be redeemed, means the date fixed for such redemption by or pursuant to this Dated Subordinated Debt Securities Indenture.

“ Redemption Price ”, when used with respect to any Dated Subordinated Debt Security to be redeemed, means the price at which it is to be redeemed pursuant to this Dated Subordinated Debt Securities Indenture.

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“ Regular Record Date ” for any interest payable on any Interest Payment Date on registered Dated Subordinated Debt Securities of any series means the date specified for the purpose pursuant to Section 3.01.

“ Relevant U.K. Resolution Authority ” has the meaning set forth in the definition of U.K. Bail-in Power.

“ Responsible Officer ”, when used with respect to the Trustee, means, any officer assigned to the Corporate Trust Administration Unit (or any successor division or unit) of the Trustee located at the Corporate Trust Office of the Trustee, who shall have direct responsibility for the administration of this Dated Subordinated Debt Securities Indenture, and for the purposes of Section 6.01(d)(ii) and Section 6.02 shall also include any other officer of the Trustee to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“ Senior Creditors ” with respect to a particular series of Dated Subordinated Debt Securities, means creditors of the Company (i) who are unsubordinated creditors; or (ii) who are subordinated creditors (whether in the event of a winding-up or administration of the Company or otherwise) other than (x) those whose claims by law rank, or by their terms are expressed to rank, pari passu with or junior to the claims of the Holders of the Dated Subordinated Debt Securities or (y) those whose claims are in respect of Parity Obligations or Junior Obligations.

“ Shareholders ” means the holders of Ordinary Shares.

“ Stated Maturity ”, when used with respect to any Dated Subordinated Debt Security or any installment of principal thereof or interest thereon, means the date, if any, specified in, or determined in accordance with the terms of, such Dated Subordinated Debt Security or in the relevant Coupon, if any, appertaining thereto as the fixed date on which the principal of such Dated Subordinated Debt Security or such installment of interest is due and payable.

“ Subsidiary ” has the meaning attributed thereto by Section 1159 of the Companies Act 2006.

“ Taxes ” has the meaning specified in Section 10.04.

“ Tax Event ” has the meaning specified in Section 11.09.

“ Taxing Jurisdiction ” has the meaning specified in Section 10.04.

“ Trustee ” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor trustee shall have become such pursuant to the applicable provisions of this Dated Subordinated Debt Securities Indenture, and thereafter “Trustee” shall mean the Person who is then the Trustee hereunder, and if at any time there is more than one such Person, “Trustee” shall mean and include each such Person; and “Trustee” as used with respect to the Dated Subordinated Debt Securities of any series shall mean the Trustee with respect to the Dated Subordinated Debt Securities of such series.

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“ Trust Indenture Act ” means the United States Trust Indenture Act of 1939, as in force at the date as of which this instrument was executed, provided , however , that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

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

“ United Kingdom ” means the United Kingdom of Great Britain and Northern Ireland.

“ United States of America ” means the United States of America and, except in the case of Section 6.09 and Section 6.14, its territories and possessions.

“ Vice President ”, when used with respect to the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”.

“ Winding-Up Event ” has the meaning specified in Section 5.01.

Section 1.02 Compliance Certificates and Opinions . Upon any application or request by the Company to the Trustee to take any action under any provision of this Dated Subordinated Debt Securities Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Dated Subordinated Debt Securities Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of the legal advisor rendering such opinion all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Dated Subordinated Debt Securities Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

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Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Dated Subordinated Debt Securities Indenture shall include:

(a) a statement that each Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of each such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether, in the opinion of each such Person, such condition or covenant has been complied with.

Section 1.03 Form of Documents Delivered to Trustee . In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, legal advisors, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representations by, legal advisors may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such legal advisors know, or in the exercise of reasonable care should know, that the certificate or opinion or representation with respect to such matters is erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Dated Subordinated Debt Securities Indenture, they may, but need not, be consolidated and form one instrument.

Section 1.04 Acts of Holders .

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Dated Subordinated Debt Securities Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, when it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced

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thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Dated Subordinated Debt Securities Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. When such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

(c) If the Company shall solicit from the Holders of Dated Subordinated Debt Securities of any series any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by Board Resolution, Delegated Person Resolution or other means, fix in advance a record date for purposes of determining the identity of Holders of registered Dated Subordinated Debt Securities entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so. Any such record date shall be fixed at the Company’s discretion. If such a record date is fixed, such request, demand, authorization, direction, notice, consent and waiver or other Act may be sought or given before or after the record date, but only the Holders of registered Dated Subordinated Debt Securities of record at the close of business on such record date shall be deemed to be Holders of registered Dated Subordinated Debt Securities for the purpose of determining whether Holders of the requisite proportion of Dated Subordinated Debt Securities of such series Outstanding have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the registered Dated Subordinated Debt Securities of such series Outstanding shall be computed as of such record date.

(d) The ownership of registered Dated Subordinated Debt Securities shall be proved by the Dated Subordinated Debt Security Register.

(e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Dated Subordinated Debt Security shall bind every future Holder of the same Dated Subordinated Debt Security and the Holder of every Dated Subordinated Debt Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Dated Subordinated Debt Security or such other Dated Subordinated Debt Security.

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Section 1.05 Notices, etc. to Trustee and Company . Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Dated Subordinated Debt Securities Indenture to be made upon, given or furnished to, or filed with,

(a) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or filed in writing to the Trustee at its Corporate Trust Office, or

(b) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, addressed to it at the address of its registered office specified in the first paragraph of this Dated Subordinated Debt Securities Indenture (unless another address has been previously furnished in writing to the Trustee by the Company, in which case at the last such address).

The Trustee agrees to accept and act upon instructions or directions pursuant to this Dated Subordinated Debt Securities Indenture sent by unsecured e-mail, Portable Document Format (PDF), facsimile transmission or other similar unsecured electronic methods, provided , however , that the Trustee shall have received from the Company an incumbency certificate listing persons designated to give such instructions or directions and containing the titles and specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding a conflict or inconsistency between such instructions and a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.

Section 1.06 Notice to Holders; Waiver . When this Dated Subordinated Debt Securities Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided), in the case of Global Securities, if given in accordance with the applicable procedures of the Depositary or, in the case of all Dated Subordinated Debt Securities, if given in writing and mailed, first-class postage prepaid, to each Holder of a registered Dated Subordinated Debt Security affected by such event in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act with respect to reports pursuant to Section 7.03(a) of this Dated Subordinated Debt Securities Indenture, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.

For so long as the Dated Subordinated Debt Securities of any series are represented by Global Securities, the Company will deliver a copy of all notices with respect to such series to the Depositary for such Dated Subordinated Debt Security (or its designee).

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When notice to Holders of registered Dated Subordinated Debt Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Dated Subordinated Debt Securities Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be determined by the Trustee shall constitute a sufficient notification for every purpose hereunder.

Section 1.07 Conflict with Trust Indenture Act . If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Dated Subordinated Debt Securities Indenture, the latter provision shall control. If any provision of this Dated Subordinated Debt Securities Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Dated Subordinated Debt Securities Indenture as so modified or to be excluded, as the case may be. If at any future time any provision required to be included herein by the Trust Indenture Act as in force at the date as of which this Dated Subordinated Debt Securities Indenture was executed or any limitation imposed by the Trust Indenture Act at such date on any provision otherwise included herein would not be so required or imposed (in whole or in part) if this Dated Subordinated Debt Securities Indenture were executed at such future time, the Company and the Trustee may enter into one or more indentures supplemental hereto pursuant to Section 9.01 to change or eliminate (in whole or in part) such provision or limitation of this Dated Subordinated Debt Securities Indenture in conformity with the requirements of the Trust Indenture Act as then in force, except that (subject to Article 9) no provision or limitation required to be included herein by Sections 310(a)(1) and (a)(2), 315(a), (c), (d)(1), (d)(2), (d)(3) and (e), 316(a)(1)(A), (a)(1)(B), (a)(2), (a) (last sentence) and (b) of the Trust Indenture Act as in force at the date as of which this Dated Subordinated Debt Securities Indenture was executed may be so changed or eliminated.

Section 1.08 Effect of Headings and Table of Contents . The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.09 Successors and Assigns . All covenants and agreements in this Dated Subordinated Debt Securities Indenture by the Company shall bind its successors and assigns, whether so expressed or not. All covenants and agreements in this Dated Subordinated Debt Securities Indenture by the Trustee shall bind its successors and assigns, whether so expressed or not.

Section 1.10 Separability Clause . In case any provision in this Dated Subordinated Debt Securities Indenture or in the Dated Subordinated Debt Securities or the Coupons shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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Section 1.11 Benefits of Dated Subordinated Debt Securities Indenture. Nothing in this Dated Subordinated Debt Securities Indenture or in the Dated Subordinated Debt Securities or the Coupons, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Holders of Dated Subordinated Debt Securities or the holders of Coupons, any benefit or any legal or equitable right, remedy or claim under this Dated Subordinated Debt Securities Indenture.

Section 1.12 Governing Law . This Dated Subordinated Debt Securities Indenture and the Dated Subordinated Debt Securities and the Coupons shall be governed by and construed in accordance with the laws of the State of New York, except for the waiver of set-off provisions set forth in Section 5.04(d) and the subordination provisions set forth in Section 12.01 and any additional or alternative subordination provisions and/or waiver of set-off provisions applicable to the Dated Subordinated Debt Securities and the Coupons of a series pursuant to Section 3.01 hereof, which shall be governed by and construed in accordance with English law, and except that the authorization and execution of this Dated Subordinated Debt Securities Indenture, the Dated Subordinated Debt Securities and the Coupons shall be governed (in addition to the laws of the State of New York relevant to execution) by the respective jurisdictions of organization of the Company and the Trustee, as the case may be.

Section 1.13 Saturdays, Sundays and Legal Holidays . The terms of the Dated Subordinated Debt Securities (and Coupons, if any) shall provide that, in any case where any Interest Payment Date, Redemption Date, Maturity or Stated Maturity, of a Dated Subordinated Debt Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Dated Subordinated Debt Securities Indenture or the Dated Subordinated Debt Securities or Coupons other than a provision in the Dated Subordinated Debt Securities or Coupons that specifically states that such provision shall apply in lieu of this Section) payments of interest, if any, or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment (or such other Business Day as shall be provided in such Dated Subordinated Debt Security or Coupon) with the same force and effect as if made on such Interest Payment Date, Redemption Date, Maturity or Stated Maturity, provided that no interest shall accrue on such payment for the period from and after such Interest Payment Date, Redemption Date, Maturity or Stated Maturity, as the case may be and provided , further , that if such next succeeding Business Day at any Place of Payment would fall in the succeeding Financial Year (as defined by reference to Section 390 of the Companies Act 2006) of the Company, payment may be made in full on the immediately preceding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date, Maturity or Stated Maturity, as the case may be.

Section 1.14 Appointment of Agent for Service . By the execution and delivery of this Dated Subordinated Debt Securities Indenture, the Company hereby designates Barclays Bank PLC (New York Branch), 745 Seventh Avenue, New York, New York 10019, Attention: General Counsel as its authorized agent upon which process may be served in any suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Dated Subordinated Debt Securities, the Coupons or this Dated Subordinated Debt Securities Indenture, but for that purpose only, and agrees that service of

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process upon said agent shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York. Such appointment shall be irrevocable so long as any of the Dated Subordinated Debt Securities remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said agent in full force and effect so long as any of the Dated Subordinated Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any Federal or State court in the Borough of Manhattan, The City of New York in which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.

Section 1.15 Calculation Agent . If the Company appoints a Calculation Agent pursuant to Section 3.01 with respect to any series of Dated Subordinated Debt Securities, any determination of the interest rate on, or other amounts in relation to, such series of Dated Subordinated Debt Securities in accordance with the terms of such series of Dated Subordinated Debt Securities by such Calculation Agent shall (in the absence of manifest error) be binding on the Company, the Trustee, all Holders and all holders of Coupons and (in the absence of manifest error) no liability to the Holders or holders of Coupons shall attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions.

Section 1.16 Waiver of Jury Trial . EACH OF THE COMPANY AND THE TRUSTEE, AND EACH HOLDER OF A DATED SUBORDINATED DEBT SECURITY BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS DATED SUBORDINATED DEBT SECURITIES INDENTURE, THE DATED SUBORDINATED DEBT SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 1.17 Force Majeure . In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

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Article 2

D ATED S UBORDINATED D EBT S ECURITY F ORMS

Section 2.01 Forms Generally . The Dated Subordinated Debt Securities of each series and the Coupons, if any, to be attached thereto shall be in such forms as shall be established by, or pursuant to, a Board Resolution or Delegated Person Resolution, or in one or more indentures supplemental hereto, pursuant to Section 3.01, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Dated Subordinated Debt Securities Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law or rule or regulation made pursuant thereto or with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Dated Subordinated Debt Securities and Coupons, all as evidenced by any such execution; provided , however , that such Dated Subordinated Debt Securities and Coupons shall have endorsed thereon a statement in the following form or in substantially the following form:

“The rights of the Holder and Beneficial Owner of this Dated Subordinated Debt Security/Coupon are, to the extent and in the manner set forth in Section 12.01 of the Dated Subordinated Debt Securities Indenture and/or in the instrument that establishes the terms of this Dated Subordinated Debt Security/Coupon, subordinated to the claims of other creditors of the Company, and this Dated Subordinated Debt Security/Coupon is issued subject to the provisions of that Section 12.01 and/or in the instrument that establishes the terms of this Dated Subordinated Debt Security/Coupon, and the Holder and Beneficial Owner of this Dated Subordinated Debt Security/Coupon, by accepting the same, agrees to and shall be bound by such provisions. Such provisions and the terms of this paragraph are governed by, and shall be construed in accordance with, English law.

Notwithstanding any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of the Dated Subordinated Debt Securities, by acquiring the Dated Subordinated Debt Securities, each Holder and Beneficial Owner of the Dated Subordinated Debt Securities acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority and the provisions set forth in Section 13.01 of the Dated Subordinated Debt Securities Indenture.

Each Holder and Beneficial Owner of the Dated Subordinated Debt Securities that acquires the Dated Subordinated Debt Securities in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions set forth in the Dated Subordinated Debt Securities and the Dated Subordinated Debt Securities Indenture to the same extent as the Holders and Beneficial Owners of the Dated Subordinated Debt Securities that acquire the Dated Subordinated Debt 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 Dated Subordinated Debt Securities, including in relation to the provisions contained in Section 5.03, Section 5.04(d), Section 12.01 and Section 13.01 of the Dated Subordinated Debt Securities Indenture.”

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The Trustee’s certificates of authentication shall be in substantially the form set forth in Section 2.02 or Section 6.14.

The definitive Dated Subordinated Debt Securities and Coupons shall be printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Dated Subordinated Debt Securities may be listed, all as determined by the officers executing such Dated Subordinated Debt Securities, as evidenced by their execution thereof.

Section 2.02 Form of Trustee ’ s Certificate of Authentication . The Trustee’s certificate of authentication shall be in substantially the following form:

CERTIFICATE OF AUTHENTICATION

This is one of the Dated Subordinated Debt Securities of the series designated herein referred to in the within-mentioned Dated Subordinated Debt Securities Indenture.


Date:

	THE BANK OF NEW YORK MELLON,
	as Trustee

	By:
		Authorized Signatory

Article 3

T HE D ATED S UBORDINATED D EBT S ECURITIES

Section 3.01 Amount Unlimited; Issuable in Series . The aggregate principal amount of Dated Subordinated Debt Securities which may be authenticated and delivered under this Dated Subordinated Debt Securities Indenture is unlimited. The Dated Subordinated Debt Securities may be issued in one or more series.

There shall be established by, or pursuant to, a Board Resolution or Delegated Person Resolution and, subject to Section 3.03, set forth, or determined in the manner provided, in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the initial issuance of Dated Subordinated Debt Securities of any series,

(a) the title of the Dated Subordinated Debt Securities of the series (which shall distinguish the Dated Subordinated Debt Securities of the series from all other Dated Subordinated Debt Securities);

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(b) any limit upon the aggregate principal amount of the Dated Subordinated Debt Securities of the series that may be authenticated and delivered under this Dated Subordinated Debt Securities Indenture (except for Dated Subordinated Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Dated Subordinated Debt Securities of the series pursuant to Section 3.04, Section 3.05, Section 3.06, Section 9.06 or Section 11.07 and except for any Dated Subordinated Debt Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);

(c) the Person to whom any interest on a Dated Subordinated Debt Security of the series shall be payable, if other than the person in whose name that Dated Subordinated Debt Security (or one or more Predecessor Dated Subordinated Debt Securities) is registered at the close of business on the Regular Record Date for that interest;

(d) the date or dates on which the principal of (and premium, if any, on) the Dated Subordinated Debt Securities of the series is payable;

(e) under what conditions, if any, the Company may be substituted as the issuer of the Dated Subordinated Debt Securities of the series (including pursuant to Article 8);

(f) the ranking of the Dated Subordinated Debt Securities of the series relative to the debt and equity issued by the Company, including to what extent it may rank junior in right of payment to other of the Company’s obligations or in any other manner, if different from the ranking set forth in this Dated Subordinated Debt Securities Indenture;

(g) the rate or rates, if any, at which the Dated Subordinated Debt Securities of the series shall accrue interest or the manner of calculation of such rate or rates, if any, the date or dates, if any, from which such interest, if any, may accrue, the Interest Payment Dates on which such interest, if any, may be payable or the manner of determination of such Interest Payment Dates and, in the case of registered Dated Subordinated Debt Securities, the Regular Record Date for the interest payable on any Interest Payment Date, and any dates required to be established pursuant to Section 7.01;

(h) whether any premium, upon redemption or otherwise, shall be payable by the Company on Dated Subordinated Debt Securities of the series;

(i) provisions, if any, for the discharge and defeasance of Dated Subordinated Debt Securities of the series;

(j) any additional condition to which payment of any principal of (or premium, if any) or interest on Dated Subordinated Debt Securities of the series will be subject;

(k) the place or places where the principal of (and premium, if any) and any interest on Dated Subordinated Debt Securities of the series shall be payable, and the Paying Agent or Paying Agents who shall be authorized to pay principal of (and premium, if any) and interest on Dated Subordinated Debt Securities of such series, at least one of which Paying Agents shall have an office or agency in the Borough of Manhattan, The City of New York, United States or the City of London, United Kingdom;

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(l) other than with respect to any redemption of the Dated Subordinated Debt Securities pursuant to any provisions of Section 11.08 and Section 11.09 (unless it is established pursuant to this Section 3.01 that all or part of Section 11.08 and/or Section 11.09 shall not apply to a particular series of Dated Subordinated Debt Securities), whether or not such series of Dated Subordinated Debt Securities are to be redeemable, in whole or in part, at the Company’s option and, if so redeemable, any longer or shorter notice period than the one referred to in this Dated Subordinated Debt Securities Indenture, the period or periods within which, the price or prices at which and the terms and conditions upon which, Dated Subordinated Debt Securities of the series may be redeemed, including the date or period referred to in Section 11.08;

(m) if there are any conditions on the Company repurchasing the Dated Subordinated Debt Securities of the series, such conditions;

(n) the obligation, if any, of the Company to redeem or purchase Dated Subordinated Debt Securities of the series pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon which Dated Subordinated Debt Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(o) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Dated Subordinated Debt Securities of the series in each applicable form shall be issuable;

(p) if other than the principal amount thereof, the portion, or the manner of calculation of such portion, of the principal amount of Dated Subordinated Debt Securities of the series which shall be payable upon a declaration of acceleration or acceleration of the Maturity thereof pursuant to Section 5.01 or Section 5.02, upon redemption of Dated Subordinated Debt Securities of any series which are redeemable before their Stated Maturity, or which the Trustee shall be entitled to file and prove a claim pursuant to Section 5.05;

(q) whether Additional Amounts, pursuant to Section 10.04, will not be payable by the Company;

(r) whether the Dated Subordinated Debt Securities of the series will be issued in registered form or in bearer form or both and, if bearer securities will be issued, whether or not the Dated Subordinated Debt Securities will be issued with Coupons attached and any other provisions related to bearer securities, whether a Global Security will initially be executed and delivered, whether registered Dated Subordinated Debt Securities of the series may be exchanged for bearer Dated Subordinated Debt Securities of the series and vice versa , and the circumstances under which any such exchanges, if permitted, may be made and whether any restrictions will be applicable to the offer, sale or delivery of bearer or registered Dated Subordinated Debt Securities;

(s) if other than Dollars, provisions, if any, for the Dated Subordinated Debt Securities of the series to be denominated, and payments thereon to be made, in Euro or Foreign Currencies and specifying the manner and place of payment thereon and any other terms with respect thereto and the manner of determining the equivalent thereof in Dollars for purposes of the definition of “Outstanding” in Section 1.01;

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(t) if other than the currency in which the Dated Subordinated Debt Securities of that series are denominated, the currency in which payment of the principal of (and premium, if any) or interest, if any, on the Dated Subordinated Debt Securities of such series shall be payable;

(u) if the principal of (and premium, if any) or interest, if any, on the Dated Subordinated Debt Securities of such series are to be payable, at the election of the Company or a Holder thereof, in a currency other than that in which the Dated Subordinated Debt Securities are denominated, the period or periods within which, and the terms and conditions upon which, such election may be made;

(v) whether the Dated Subordinated Debt Securities of the series shall be issued in whole or in part in the form of one or more Global Securities and the initial Holder with respect to such Global Security or Dated Subordinated Debt Securities;

(w) if the Dated Subordinated Debt Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Dated Subordinated Debt Security of such series or otherwise) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions;

(x) if the amounts of payments of principal of (and premium, if any) or interest, if any, on the Dated Subordinated Debt Securities of the series may be determined with reference to an index or are otherwise not fixed on the original issue date thereof, the manner in which such amounts shall be determined and the Calculation Agent, if any, who shall be appointed and authorized to calculate such amounts;

(y) the terms, if any, on which such Dated Subordinated Debt Securities may or shall be converted into or exchanged at the option of the Company or otherwise for stock or other securities of the Company or another entity or other entities, into a basket or baskets of such securities, into an index or indices of such securities, into the cash value therefor or into any combination of the foregoing, any specific terms relating to the adjustment thereof and the period during which such Dated Subordinated Debt Securities may or shall be so converted or exchanged;

(z) any other Events of Default or other category of default or covenants with respect to the Dated Subordinated Debt Securities of such series and, if other than as specified in this Dated Subordinated Debt Securities Indenture, the terms thereof;

(aa) the extent to which holders of the Dated Subordinated Debt Securities may exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by the Company arising under, or in connection with, the Dated Subordinated Debt Securities, if different from the waiver of set-off provisions in this Dated Subordinated Debt Securities Indenture;

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(bb) the forms of Dated Subordinated Debt Securities of the series and any Coupons appertaining thereto;

(cc) any applicable additional or alternative provision or provisions related to the U.K. Bail-in Power; and

(dd) any other terms of the series (which terms shall not be inconsistent with the provisions of this Dated Subordinated Debt Securities Indenture, except as permitted by Section 9.01(d)).

All Dated Subordinated Debt Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in any indenture supplemental hereto.

If the forms of Dated Subordinated Debt Securities of any series and any Coupons to be attached thereto, or any of the terms thereof, are established by action taken by, or pursuant to, the Board of Directors of the Company or delegates thereof, copies of the Board Resolutions or Delegated Person Resolution, as applicable, in respect thereof shall be delivered to the Trustee at or prior to the delivery of the Company Order pursuant to Section 3.03 for the authentication and delivery of such Dated Subordinated Debt Securities.

Section 3.02 Denominations . The Dated Subordinated Debt Securities of each series shall be issuable in such denominations as shall be specified as contemplated by Section 3.01. In the absence of any such specification with respect to the Dated Subordinated Debt Securities of any series, the Dated Subordinated Debt Securities of each series shall be issuable in denominations of $1,000 and any integral multiple thereof.

Section 3.03 Execution, Authentication, Delivery and Dating . The Dated Subordinated Debt Securities and any Coupons shall be executed on behalf of the Company by any two of the following: any of its Authorized Officers or any Director or Vice President in the Capital Markets Execution section (or any successor section thereto) of Barclays Treasury. The signature of any of these officers on the Dated Subordinated Debt Securities or the Coupons may be manual or facsimile. Dated Subordinated Debt Securities or Coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Dated Subordinated Debt Securities or Coupons.

At any time and from time to time after the execution and delivery of this Dated Subordinated Debt Securities Indenture, the Company may deliver Dated Subordinated Debt Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Dated Subordinated Debt Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Dated Subordinated Debt Securities. In authenticating such Dated Subordinated Debt Securities and accepting the additional responsibilities under this Dated Subordinated Debt Securities Indenture in relation to such Dated Subordinated Debt Securities the Trustee shall be

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entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel, each stating that the form and terms thereof have been established in conformity with the provisions of this Dated Subordinated Debt Securities Indenture, and complying with Section 1.02.

The Trustee shall not be required to authenticate such Dated Subordinated Debt Securities if the issue of such Dated Subordinated Debt Securities pursuant to this Dated Subordinated Debt Securities Indenture will affect the Trustee’s own rights, duties or immunities under the Dated Subordinated Debt Securities or any Coupons and this Dated Subordinated Debt Securities Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Each registered Dated Subordinated Debt Security shall be dated the date of its authentication.

No Dated Subordinated Debt Security or Coupon appertaining thereto shall be entitled to any benefit under this Dated Subordinated Debt Securities Indenture or be valid or obligatory for any purpose unless there appears on such Dated Subordinated Debt Security a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee by manual signature, and such certificate upon any Dated Subordinated Debt Security shall be conclusive evidence, and the only evidence, that such Dated Subordinated Debt Security has been duly authenticated and delivered hereunder and that such Dated Subordinated Debt Security or Coupon is entitled to the benefits of this Dated Subordinated Debt Securities Indenture. Notwithstanding the foregoing, if any Dated Subordinated Debt Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Dated Subordinated Debt Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Dated Subordinated Debt Securities Indenture such Dated Subordinated Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Dated Subordinated Debt Securities Indenture.

Section 3.04 Temporary Dated Subordinated Debt Securities . Pending the preparation of definitive Dated Subordinated Debt Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Dated Subordinated Debt Securities substantially of the tenor of the definitive Dated Subordinated Debt Securities in lieu of which they are issued, which Dated Subordinated Debt Securities may be printed, lithographed, typewritten, photocopied or otherwise produced. Temporary Dated Subordinated Debt Securities may be issued as registered Dated Subordinated Debt Securities in any authorized denomination, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Dated Subordinated Debt Securities may determine, all as evidenced by such execution.

If temporary Dated Subordinated Debt Securities of any series are issued, the Company will cause, if so required by the terms of such temporary Dated Subordinated Debt Securities, definitive Dated Subordinated Debt Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Dated Subordinated Debt Securities of such series, the temporary Dated Subordinated Debt Securities of such series shall be exchangeable for definitive

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Dated Subordinated Debt Securities of such series containing identical terms and provisions upon surrender of the temporary Dated Subordinated Debt Securities of such series (including any and all unmatured Coupons or matured Coupons in default attached thereto) at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Dated Subordinated Debt Securities of any series the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, a like aggregate principal amount of definitive Dated Subordinated Debt Securities of the same series of authorized denominations containing identical terms and provisions. Until so exchanged, unless otherwise provided therein or in a supplemental indenture relating thereto, the temporary Dated Subordinated Debt Securities of any series shall in all respects be entitled to the same benefits (but shall be subject to all the limitations of rights) under this Dated Subordinated Debt Securities Indenture as definitive Dated Subordinated Debt Securities of such series.

Section 3.05 Registration, Registration of Transfer and Exchange .

(a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Dated Subordinated Debt Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Dated Subordinated Debt Securities and of transfers of Dated Subordinated Debt Securities. The Trustee is hereby appointed “Dated Subordinated Debt Security Registrar” for the purpose of registering Dated Subordinated Debt Securities and transfers of Dated Subordinated Debt Securities as herein provided.

Upon surrender for registration of transfer of any Dated Subordinated Debt Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Dated Subordinated Debt Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount.

At the option of the Holder, Dated Subordinated Debt Securities of any series may be exchanged for other Dated Subordinated Debt Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount upon surrender of the Dated Subordinated Debt Securities to be exchanged at such office or agency. Whenever any Dated Subordinated Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and make available for delivery, the Dated Subordinated Debt Securities which the Holder making the exchange is entitled to receive.

All Dated Subordinated Debt Securities issued upon any registration of transfer or exchange of Dated Subordinated Debt Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Dated Subordinated Debt Securities Indenture, as the Dated Subordinated Debt Securities surrendered upon such registration of transfer or exchange.

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Every Dated Subordinated Debt Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Dated Subordinated Debt Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Dated Subordinated Debt Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Dated Subordinated Debt Securities, other than exchanges pursuant to Section 3.04, Section 9.06 or Section 11.07 not involving any transfer.

If the Dated Subordinated Debt Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (i) to issue, register the transfer of or exchange any Dated Subordinated Debt Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business fifteen (15) days before the day of the mailing of a notice of redemption of any such Dated Subordinated Debt Securities selected for redemption under Section 11.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Dated Subordinated Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Dated Subordinated Debt Security being redeemed in part.

(b) Except as otherwise specified pursuant to Section 3.01, registered Dated Subordinated Debt Securities of any series may be exchanged for a like aggregate principal amount of registered Dated Subordinated Debt Securities of such series of other authorized denominations containing identical terms and provisions. Dated Subordinated Debt Securities to be exchanged shall be surrendered at an office or agency of the Company designated pursuant to Section 10.02 for such purpose, and the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor the Dated Subordinated Debt Security or Dated Subordinated Debt Securities of the same series which the Holder making the exchange shall be entitled to receive.

(c) The provisions of this Section 3.05(c) shall apply only to Global Securities unless otherwise specified as contemplated by Section 3.01:

(i) Each Global Security authenticated under this Dated Subordinated Debt Securities Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Dated Subordinated Debt Security for all purposes of this Dated Subordinated Debt Securities Indenture.

(ii) Notwithstanding any other provision in this Dated Subordinated Debt Securities Indenture, no Global Security may be exchanged in whole or in part for Dated Subordinated Debt Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such

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Global Security or a nominee thereof unless (A) such Depositary (x) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (y) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing a Winding-Up Event with respect to such Global Security, (C) at any time if the Company at its option and in its sole discretion determines that the Global Securities of a particular series should be exchanged for definitive Dated Subordinated Debt Securities of that series in registered form or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.01.

(iii) Subject to clause (ii) above, any exchange of a Global Security for other Dated Subordinated Debt Securities may be made in whole or in part, and all Dated Subordinated Debt Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.

(iv) Every Dated Subordinated Debt Security authenticated and made available for delivery upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section 3.05 and Section 3.04, Section 3.06, Section 9.06 or Section 11.07 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Dated Subordinated Debt Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.

Section 3.06 Mutilated, Destroyed, Lost and Stolen Dated Subordinated Debt Securities . If any mutilated Dated Subordinated Debt Security or Coupon (including any Global Security) is surrendered to the Trustee, the Company may execute and the Trustee shall, in the case of a Dated Subordinated Debt Security, authenticate and deliver, or in the case of a Coupon deliver, in exchange therefor a new Dated Subordinated Debt Security or Coupon of the same series containing identical terms and provisions and of like amount, and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company and to the Trustee (a) evidence to their satisfaction of the destruction, loss or theft of any Dated Subordinated Debt Security (including any Global Security) or Coupon and (b) such security or indemnity as may be required by them to save each of them and any agent of any of them harmless, then, in the absence of notice to the Company or the Trustee that such Dated Subordinated Debt Security or Coupon has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, or in the case of a Coupon deliver, in lieu of any such destroyed, lost or stolen Dated Subordinated Debt Security or Coupon a new Dated Subordinated Debt Security or Coupon of the same series containing identical terms and provisions and of the amount, and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Dated Subordinated Debt Security or Coupon has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Dated Subordinated Debt Security or Coupon, pay such Dated Subordinated Debt Security or Coupon.

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Upon the issuance of any new Dated Subordinated Debt Security or Coupon under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Dated Subordinated Debt Security or Coupon of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Dated Subordinated Debt Security or Coupon shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Dated Subordinated Debt Security or Coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Dated Subordinated Debt Securities Indenture equally and proportionately with any and all other Dated Subordinated Debt Securities and Coupons of that series duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Dated Subordinated Debt Securities or Coupons.

Section 3.07 Payment; Interest Rights Preserved . Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Dated Subordinated Debt Securities, interest, if any, on any Dated Subordinated Debt Securities which is payable, and is paid or duly provided for, on any Interest Payment Date shall be paid, in the case of registered Dated Subordinated Debt Securities, to the Person in whose name that Dated Subordinated Debt Security (or one or more Predecessor Dated Subordinated Securities) is registered at the close of business on the Regular Record Date for such interest or, in the case of Global Securities held by any Holder, to the Holder including through a Paying Agent of the Company designated pursuant to Section 3.01 by wire transfer of same-day funds to the Holder.

In the case of registered Dated Subordinated Debt Securities where payment is to be made in Dollars, payment at any Paying Agent’s office outside The City of New York will be made in Dollars by check drawn on, or, at the request of the Holder, by wire transfer of same-day funds to a Dollar account maintained by the payee with, a bank in The City of New York.

In the case of registered Dated Subordinated Debt Securities where payment is to be made in a Foreign Currency or Euro, payment will be made as established pursuant to Section 3.01.

Subject to the foregoing provisions of this Section, each Dated Subordinated Debt Security delivered under this Dated Subordinated Debt Securities Indenture upon registration of transfer of or in exchange for or in lieu of any other Dated Subordinated Debt Security shall carry the rights to interest accrued but unpaid, and to accrue, which were carried by such other Dated Subordinated Debt Security.

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Section 3.08 Persons Deemed Owners . Prior to due presentment of a registered Dated Subordinated Debt 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 such Dated Subordinated Debt Security is registered as the owner of such Dated Subordinated Debt Security for the purpose of receiving (subject to Section 3.07) payment of principal of (and premium, if any) and interest, if any, on such Dated Subordinated Debt Security and for all other purposes whatsoever, whether or not such Dated Subordinated Debt Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

Section 3.09 Cancellation . All Dated Subordinated Debt Securities and Coupons surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Dated Subordinated Debt Securities previously authenticated and delivered hereunder and Coupons which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other person for delivery to the Trustee) for cancellation any Dated Subordinated Debt Securities previously authenticated hereunder and Coupons which the Company has not issued and sold, and all Dated Subordinated Debt Securities and Coupons so delivered shall be promptly cancelled by the Trustee. No Dated Subordinated Debt Securities shall be authenticated in lieu of or in exchange for any Dated Subordinated Debt Securities cancelled as provided in this Section, except as expressly permitted by the provisions of the Dated Subordinated Debt Securities of any series or pursuant to the provisions of this Dated Subordinated Debt Securities Indenture. The Trustee shall deliver to the Company all cancelled Dated Subordinated Debt Securities and Coupons held by the Trustee.

Section 3.10 Computation of Interest . Payments of interest on the Dated Subordinated Debt Securities of each series shall be computed on the applicable basis set forth pursuant to Section 3.01 for Dated Subordinated Debt Securities for such series.

Section 3.11 CUSIP Numbers . The Company in issuing the Dated Subordinated Debt Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Dated Subordinated Debt Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Dated Subordinated Debt Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

Article 4

S ATISFACTION AND D ISCHARGE

Section 4.01 Satisfaction and Discharge of Dated Subordinated Debt Securities Indenture . This Dated Subordinated Debt Securities Indenture shall upon Company Request cease to be of further effect with respect to Dated Subordinated Debt Securities of any series

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(except as to any surviving rights of registration of transfer or exchange of Dated Subordinated Debt Securities of such series herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Dated Subordinated Debt Securities Indenture with respect to the Dated Subordinated Debt Securities of such series when

(a) either:

(i) all Dated Subordinated Debt Securities of such series theretofore authenticated and delivered and all Coupons, if any, appertaining thereto (other than (x) Dated Subordinated Debt Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (y) Dated Subordinated Debt Securities or Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or

(ii) all Dated Subordinated Debt Securities and Coupons referred to in clause (i) above not theretofore delivered to the Trustee for cancellation have become due and payable, and the Company has deposited or caused to be deposited with the Trustee, as trust funds in trust for the purpose, an amount in cash sufficient to pay and discharge all claims with respect to such Dated Subordinated Debt Securities and Coupons not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and accrued interest, if any, to the date of such deposit (in the case of Dated Subordinated Debt Securities and Coupons which have become due and payable);

(b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Dated Subordinated Debt Securities of such series; and

(c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Dated Subordinated Debt Securities Indenture with respect to the Dated Subordinated Debt Securities of such series have been complied with.

Notwithstanding any satisfaction and discharge of this Dated Subordinated Debt Securities Indenture, the obligations of the Company to the Trustee under Section 6.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if cash shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive such satisfaction and discharge.

Section 4.02 Application of Trust Money . Subject to the provisions of the last paragraph of Section 10.03, all cash deposited with the Trustee pursuant to Section 4.01 shall be held in trust and such cash shall be applied by it, in accordance with the provisions of the Dated Subordinated Debt Securities of such series, any Coupons appertaining thereto and this Dated Subordinated Debt Securities Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for the payment of which such cash have been deposited with the Trustee.

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Article 5

R EMEDIES

Section 5.01 Winding-Up Event . (a) A “Winding-Up Event”, whenever used herein with respect to a particular series of Dated Subordinated Debt Securities, shall result if (i) a court of competent jurisdiction in England (or such other jurisdiction in which the Company may be organized) makes an order for the winding-up of the Company which is not successfully appealed within thirty (30) days of the making of such order, (ii) the Shareholders of the Company adopt an effective resolution for the winding-up of the Company (other than, in the case of either (i) or (ii) above, under or in connection with a scheme of reconstruction, merger or amalgamation not involving a bankruptcy or insolvency) or (iii) following the appointment of an administrator of the Company, the administrator gives notice that it intends to declare and distribute a dividend.

(b) If a Winding-Up Event occurs, subject to the subordination provisions of Section 12.01 and any subordination provisions in any supplemental indenture hereto, the outstanding principal amount of the relevant series of Dated Subordinated Debt Securities, together with any accrued but unpaid interest thereon, shall become immediately due and payable, without the need of any further action on the part of the Trustee, the Holders or any other Person.

Section 5.02 Non-Payment Event . If the Company fails to pay any amount that has become due and payable under the Dated Subordinated Debt Securities of relevant series and such failure continues for fourteen (14) days, the Trustee may provide a written notice of such failure to the Company. If within a period of fourteen (14) days following the provision of such notice, the failure continues and has not been cured nor waived (a “Non-Payment Event”), the Trustee may, at its discretion, and without further notice to the Company, institute proceedings in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding-up of the Company and/or prove in a winding-up of the Company and/or claim in a liquidation or administration of the Company.

Section 5.03 Limited Remedies for Breach of Obligations (Other than Non-Payment) . In addition to the remedies for a Non-Payment Event provided in Section 5.02 above, the Trustee may without further notice institute such proceedings against the Company as the Trustee may deem fit to enforce any term, obligation or condition binding upon the Company under a particular series of Dated Subordinated Debt Securities, this Dated Subordinated Debt Securities Indenture or any supplemental indenture hereto (other than any payment obligation of the Company under or arising from the Dated Subordinated Debt Securities of such series, this Dated Subordinated Debt Securities Indenture or any supplemental indenture hereto, including, without limitation, payment of any principal or interest, including Additional Amounts) (such obligation, a “Performance Obligation”), provided always that the Trustee (acting on behalf of the Holders and Beneficial Owners of the Dated Subordinated Debt Securities of such series) and

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the Holders and Beneficial Owners of the Dated Subordinated Debt Securities may not enforce, and may not be entitled to enforce or otherwise claim, against the Company any judgment or other award given in such proceedings that requires the payment of money by the Company whether by way of damages or otherwise (a “Monetary Judgment”), except by proving such Monetary Judgment in a winding-up of the Company and/or by claiming such Monetary Judgment in an administration of the Company. By its acquisition of the Dated Subordinated Debt Securities, each Holder and Beneficial Owner of the Dated Subordinated Debt Securities acknowledges and agrees that such Holder or Beneficial Owner will not seek to enforce or otherwise claim, and will not direct the Trustee (acting on behalf of the Holders and Beneficial Owners of the Dated Subordinated Debt Securities of any series) to enforce or otherwise claim, a Monetary Judgment against the Company in connection with the Company’s breach of a Performance Obligation, except by proving such Monetary Judgment in a winding-up of the Company and/or by claiming such Monetary Judgment in an administration of the Company.

Section 5.04 No Other Remedies and Other Terms .

(a) Other than the limited remedies specified in this Article 5, and subject to paragraph (c) below, no remedy against the Company shall be available to the Trustee (acting on behalf of the Holders and Beneficial Owners of the Dated Subordinated Debt Securities of any series) or to the Holders and Beneficial Owners, whether for the recovery of amounts owing in respect of a particular series of Dated Subordinated Debt Securities or under this Dated Subordinated Debt Securities Indenture or any supplemental indenture hereto, or in respect of any breach by the Company of any of the Company’s obligations under or in respect of the terms of such Dated Subordinated Debt Securities or under this Dated Subordinated Debt Securities Indenture or any supplemental indenture hereto in relation thereto; provided , however, that, subject to the limitations specified in Section 13.02, the Company’s obligations to the Trustee under Section 6.07 of this Dated Subordinated Debt Securities Indenture and the Trustee’s rights to have money collected applied first to pay amounts due to it under such Section pursuant to Section 5.07 of this Dated Subordinated Debt Securities Indenture expressly survive any Event of Default and are not subject to the subordination provisions of Section 12.01 and any subordination provision in any supplemental indenture hereto.

(b) An “Event of Default” shall occur upon (i) the occurrence of a Winding-Up Event or (ii) the occurrence of a Non-Payment Event or (iii) a breach by the Company of a Performance Obligation, in each case with respect to the relevant series of Dated Subordinated Debt Securities.

(c) Notwithstanding the limitations on remedies specified under this Article 5, (1) the Trustee shall have such powers as are required to be authorized to it under the Trust Indenture Act in respect of the rights of the Holders and Beneficial Owners of the Dated Subordinated Debt Securities of any series under the provisions of this Dated Subordinated Debt Securities Indenture and any supplemental indenture hereto, and (2) nothing shall impair the right of a Holder or Beneficial Owner of the Dated Subordinated Debt Securities of any series under the Trust Indenture Act, absent such Holder’s or Beneficial Owner’s consent, to sue for any payment due but unpaid with respect to the relevant Dated Subordinated Debt Securities; provided that, in the case of (1) and (2) above, any payments in respect of, or arising from, the

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Dated Subordinated Debt Securities, including any payments or amounts resulting or arising from the enforcement of any rights under the Trust Indenture Act in respect of the Dated Subordinated Debt Securities, shall be subject to the subordination provisions set forth in Section 12.01 and any subordination provision in any supplemental indenture hereto.

(d) Subject to applicable law and except as otherwise provided as contemplated by Section 3.01 with respect to any series of Dated Subordinated Debt Securities, no Holder or Beneficial Owner may exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by the Company arising under, or in connection with, the Dated Subordinated Debt Securities and this Dated Subordinated Debt Securities Indenture or any supplemental indenture hereto and each Holder and Beneficial Owner shall, by virtue of its holding of any Dated Subordinated Debt Security, be deemed to have waived all such rights of set-off, compensation or retention. Notwithstanding the foregoing, if any amounts due and payable to any Holder or Beneficial Owner of the Dated Subordinated Debt Securities by the Company in respect of, or arising under, the Dated Subordinated Debt Securities or this Dated Subordinated Debt Securities Indenture or any supplemental indenture hereto are discharged by set-off, such Holder or Beneficial Owner shall, subject to applicable law and except as otherwise provided as contemplated by Section 3.01 with respect to any series of Dated Subordinated Debt Securities, immediately pay to the Company an amount equal to the amount of such discharge (or, in the event of its winding-up or administration, the liquidator or administrator of the Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Company (or the liquidator or administrator of the Company, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place. By its acquisition of the Dated Subordinated Debt Securities, each Holder and Beneficial Owner agrees to be bound by these provisions relating to waiver of set-off.

(e) No Holder or Beneficial Owner of Dated Subordinated Debt Securities shall be entitled to proceed directly against the Company except as set forth in Section 5.08 hereof.

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

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Section 5.05 Trustee May File Proofs of Claim . In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, winding up or other judicial proceeding relative to the Company or any other obligor upon the Dated Subordinated Debt Securities of any series or to the property of the Company or such other obligor or their creditors (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency), the Trustee (irrespective of whether the principal of the Dated Subordinated Debt Securities of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal (and premium, if any) or interest, if any) shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys and other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of a Dated Subordinated Debt Security and each holder of a Coupon to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to such Holders or holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 6.07.

Subject to Article 8 and Section 9.02, nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of any Dated Subordinated Debt Security or any holder of any Coupon any plan of reorganization, arrangement, adjustment, or composition affecting any Dated Subordinated Debt Securities or Coupons or the rights of any Holder of any Dated Subordinated Debt Security or any holder of any Coupon or to authorize the Trustee to vote in respect of the claim of any such Holder or holder in any such proceeding; provided that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

With respect to the Dated Subordinated Debt Securities or Coupons, the provisions of this Section 5.05 are subject to the subordination provisions of Section 12.01 and any subordination provisions applicable to the Dated Subordinated Debt Securities pursuant to Section 3.01 hereof.

Section 5.06 Trustee May Enforce Claims Without Possession of Dated Subordinated Debt Securities . All rights of action and claim under this Dated Subordinated Debt Securities Indenture or the Dated Subordinated Debt Securities or Coupons may be prosecuted and enforced by the Trustee without the possession of any of the Dated Subordinated Debt Securities or Coupons or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel (subject, with regard to the Company, to the subordination provisions of Section 12.01 and any subordination provisions applicable to the Dated Subordinated Debt Securities pursuant to Section 3.01 hereof) be for the ratable benefit of the Holders of the Dated Subordinated Debt Securities and any holders of Coupons in respect of which such judgment has been recovered.

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Section 5.07 Application of Money Collected . Any money collected by the Trustee pursuant to this Article or, after an Event of Default, any money or other property distributable in respect of the Company’s obligations under this Dated Subordinated Debt Securities Indenture in respect of any series of Dated Subordinated Debt Securities shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (and premium, if any) or interest, if any, upon presentation of such Dated Subordinated Debt Securities and any Coupons and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts applicable to such series of Dated Subordinated Debt Securities in respect of which or for the benefit of which such money or property has been collected or is distributable to the Trustee (including any predecessor trustee) under Section 6.07;

SECOND: Subject to the subordination provisions set forth in Section 12.01 and any subordination provisions in any supplemental indenture hereto, to the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest, if any, on such series of Dated Subordinated Debt Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Dated Subordinated Debt Securities for principal (and premium, if any) and interest, if any, respectively; and

THIRD: To the payment of the balance, if any, to the Company or as a court of competent jurisdiction may direct.

Section 5.08 Limitation on Suits . No Holder of any Dated Subordinated Debt Security of any series or holder of any Coupon shall have any right to institute any proceeding, judicial or otherwise, with respect to this Dated Subordinated Debt Securities Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

(a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to Dated Subordinated Debt Securities of the same series specifying such Event of Default and stating that such notice is a “Notice of Default” hereunder;

(b) the Holders of not less than 25% in aggregate principal amount of the Outstanding Dated Subordinated Debt Securities of such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name, as Trustee hereunder;

(c) such Holder of a Dated Subordinated Debt Security or holder of a Coupon has offered to the Trustee security or indemnity satisfactory to the Trustee in its sole discretion against the costs, expenses and liabilities to be incurred in compliance with such request;

(d) the Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

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(e) no direction inconsistent with such written request has been given to the Trustee during such sixty-day (60-day) period by the Holders of a majority in principal amount of the Outstanding Dated Subordinated Debt Securities of such series;

it being understood and intended that no one or more Holders of Dated Subordinated Debt Securities of a particular series or holders of Coupons appertaining thereto shall have any right in any manner whatever by virtue of, or by availing of any provision of this Dated Subordinated Debt Securities Indenture to affect, disturb or prejudice the rights of any other such Holders or holders, or to obtain or to seek to obtain priority or preference over any other such Holders or holders or to enforce any right under this Dated Subordinated Debt Securities Indenture, except in the manner herein provided and for the equal and ratable benefit of all Holders of Dated Subordinated Debt Securities of such series or holders of such Coupons.

Section 5.09 Unconditional Right of Holders to Receive Principal, Premium and Interest, if any . To the extent required by the Trust Indenture Act, and subject to the subordination provisions set forth in Section 12.01 and any subordination and/or other provisions in any supplemental indenture hereto but otherwise notwithstanding any other provision in this Dated Subordinated Debt Securities Indenture, the Holder of any Dated Subordinated Debt Security or the holder of any Coupon appertaining thereto shall have the right to receive (subject to Section 3.07) payment of any principal of (and premium, if any) and interest, if any, on such Dated Subordinated Debt Security on the respective Stated Maturities as expressed in such Dated Subordinated Debt Security or Coupon (or, in the case of redemption, on or after the Redemption Date), and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder or holder.

Section 5.10 Restoration of Rights and Remedies . If the Trustee or any Holder of any Dated Subordinated Debt Security or the holder of any Coupon has instituted any proceeding to enforce any right or remedy under this Dated Subordinated Debt Securities Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder or holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders of Dated Subordinated Debt Securities and the holders of Coupons shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders of Dated Subordinated Debt Securities and the holders of Coupons shall continue as though no such proceeding had been instituted.

Section 5.11 Rights and Remedies Cumulative . Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Dated Subordinated Debt Securities or Coupons in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Dated Subordinated Debt Securities or holders of Coupons is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

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Section 5.12 Delay or Omission Not Waiver . No delay or omission of the Trustee or of any Holder of any Dated Subordinated Debt Security or holder of any Coupon to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders of Dated Subordinated Debt Securities or holders of any Coupons may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Dated Subordinated Debt Securities or holders of any Coupons, as the case may be.

Section 5.13 Control by Holders . The Holders of a majority in aggregate principal amount of the Outstanding Dated Subordinated Debt Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to the Dated Subordinated Debt Securities of such series, provided that

(a) such direction shall not be in conflict with any rule of law or with this Dated Subordinated Debt Securities Indenture, as determined by the Trustee in its sole discretion;

(b) such direction shall not be unjustly prejudicial to the Holders of any Dated Subordinated Debt Securities of such series not taking part in the direction, as determined by the Trustee in its sole discretion;

(d) no provision herein shall be deemed to require the Trustee to take any action or forebear from any action directed by Holders unless the Trustee has received security and/or indemnity satisfactory to it in its sole discretion.

Section 5.14 Waiver of Certain Past Events of Default .

(a) Holders of not less than a majority in aggregate principal amount of the Outstanding Dated Subordinated Securities of any series may on behalf of the Holders of all of the Dated Subordinated Securities of such series waive any past Event of Default that results from a breach by the Company of a Performance Obligation. Holders of a majority of the aggregate principal amount of the Outstanding Dated Subordinated Securities of such series shall not be entitled to waive any past Event of Default that results from a Winding-Up Event or a Non-Payment Event.

(b) Upon the occurrence of any waiver permitted by paragraph (a) above, such Event of Default shall cease to exist, and any Event of Default with respect to any series arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this Dated Subordinated Debt Securities Indenture, but no such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereon.

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Section 5.15 Undertaking for Costs . All parties to this Dated Subordinated Debt Securities Indenture agree, and each Holder of any Dated Subordinated Debt Security and each holder of any Coupon by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Dated Subordinated Debt Securities Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant to such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder or group of Holders holding in the aggregate more than 10% in principal amount of the Outstanding Dated Subordinated Debt Securities of any series, or to any suit instituted by any Holder or holder of a Coupon for the enforcement of the payment of the principal of (or premium, if any) or interest, if any, on any Dated Subordinated Debt Security on or after the respective Stated Maturities expressed in such Dated Subordinated Debt Security or Coupon (or, in the case of redemption, on or after the Redemption Date).

Section 5.16 Waiver of Usury, Stay or Extension Laws . The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Dated Subordinated Debt Securities Indenture; and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Article 6

T HE T RUSTEE

Section 6.01 Certain Duties and Responsibilities .

(a) The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act and this Dated Subordinated Debt Securities Indenture. Notwithstanding the foregoing, no provision of this Dated Subordinated Debt Securities Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Dated Subordinated Debt Securities Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

(b) Except during the continuance of an Event of Default,

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Dated Subordinated Debt Securities Indenture, and no implied covenants or obligations shall be read into this Dated Subordinated Debt Securities Indenture against the Trustee; and

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(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Dated Subordinated Debt Securities Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Dated Subordinated Debt Securities Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Dated Subordinated Debt Securities Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(d) No provision of this Dated Subordinated Debt Securities Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that

(i) this Subsection shall not be construed to limit the effect of subsection (b) of this Section;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Dated Subordinated Debt Securities of any series.

Section 6.02 Notice of Events of Defaul t . Within ninety (90) days after the occurrence of any Event of Default hereunder with respect to Dated Subordinated Debt Securities of any series the Trustee shall transmit in the manner and to the extent provided in Section 1.06 to Holders of Dated Subordinated Debt Securities of such series notice of such Event of Default hereunder actually known to the Trustee, unless such Event of Default shall have been cured or waived; provided , however , that the Trustee shall be protected in withholding such notice if a trust committee of Responsible Officers of the Trustee determine in good faith that the withholding of such notice is in the interest of the Holders of Dated Subordinated Debt Securities of such series.

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Section 6.03 Certain Rights of Trustee . Subject to the provisions of Section 6.01: the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any action or resolution of the Board of Directors of the Company or delegates thereof shall be sufficiently evidenced by a Board Resolution or Delegated Person Resolution, as applicable;

(c) whenever in the administration of this Dated Subordinated Debt Securities Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate;

(d) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Dated Subordinated Debt Securities Indenture at the request or direction of any of the Holders pursuant to this Dated Subordinated Debt Securities Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee in its sole discretion against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; provided that the Company shall not be required to disclose such information which the Company is prevented from disclosing as a matter of law or contract;

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(h) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Dated Subordinated Debt Securities Indenture;

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(i) in no event shall the Trustee be responsible or liable to the Company for punitive damages or any special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action;

(j) the Trustee shall not be deemed to have notice or actual knowledge of any Event of Default or event which, with the passage of time or giving of notice or both, would constitute an Event of Default, unless written notice of any event which is in fact such an event or Event of Default, as the case may be, is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Dated Subordinated Debt Securities and this Dated Subordinated Debt Securities Indenture;

(k) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Person acting as Trustee in each of its other capacities hereunder;

(l) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and titles of officers authorized to take specified actions pursuant to this Dated Subordinated Debt Securities Indenture; and

(m) money held by the Trustee and any Paying Agent in trust hereunder may be held uninvested and the Trustee and any Paying Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.

Section 6.04 Not Responsible for Recitals or Issuance of Dated Subordinated Debt Securities . The recitals contained herein and in the Dated Subordinated Debt Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Dated Subordinated Debt Securities Indenture or of the Dated Subordinated Debt Securities or Coupons, except that the Trustee represents and warrants that it has duly authorized, executed and delivered this Dated Subordinated Debt Securities Indenture. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Dated Subordinated Debt Securities or the proceeds thereof.

Section 6.05 May Hold Dated Subordinated Debt Securities . The Trustee, any Authenticating Agent, any Paying Agent, any Dated Subordinated Debt Security Registrar and any Calculation Agent or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Dated Subordinated Debt Securities or Coupons and, subject to Section 6.08 and Section 6.13, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Dated Subordinated Debt Security Registrar, Calculation Agent or such other agent.

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Section 6.06 Money Held in Trust . Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.

Section 6.07 Compensation and Reimbursement . The Company agrees:

(a) to pay to the Trustee from time to time such compensation for all services rendered by it hereunder as agreed in writing by the Company from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Dated Subordinated Debt Securities Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith;

(c) to indemnify the Trustee, its directors, officers, employees and agents, and any predecessor Trustee for, and to hold it harmless against, any loss, claim, damage, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder but excluding any tax liabilities of the Trustee based upon, measured by or determined by the income of the Trustee;

(d) the Trustee shall notify the Company in writing of the commencement of any action or claim in respect of which indemnification may be sought promptly after the Trustee becomes aware of such commencement ( provided that the failure to make such notification shall not affect the Trustee’s rights hereunder) and the Company shall be entitled to participate in, and to the extent it shall wish, to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Trustee; provided , however , that if the Trustee determines that an actual or potential conflict of interest exists then the Trustee shall be entitled to retain separate counsel and the Company shall pay the fees and expenses of such counsel. The Trustee shall not compromise or settle any such action or claim without the written consent of the Company, which consent shall not be unreasonably withheld; and

(e) as security for the performance of the obligations of the Company under this Section 6.07, the Trustee shall have a senior claim, to which the Dated Subordinated Debt Securities are hereby made subordinate, upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any) or interest, if any, on the Dated Subordinated Debt Securities. The provisions of this Section 6.07 shall survive the satisfaction and discharge of this Dated Subordinated Debt Securities Indenture, the termination of this Dated Subordinated Debt Securities Indenture for any reason or the earlier resignation or removal of the Trustee and any exercise of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority with respect to any series of Dated Subordinated Debt Securities.

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In addition to, but without prejudice to its other rights under this Dated Subordinated Debt Securities Indenture, when the Trustee incurs expenses or renders services in connection with a Winding-Up Event specified in Section 5.01, the expenses (including the reasonably and properly incurred charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law.

“Trustee” for purposes of this Section shall include any predecessor Trustee; provided , however , that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

Section 6.08 Disqualification; Conflicting Interests . If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Dated Subordinated Debt Securities Indenture.

Section 6.09 Corporate Trustee Required; Eligibility . There shall at all times be a Trustee hereunder with respect to each series which shall be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal or State or District of Columbia authority and, if there be such corporation willing and able to act as trustee on reasonable and customary terms, having its corporate trust office or agency in the Borough of Manhattan, The City of New York. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

Section 6.10 Resignation and Removal; Appointment of Successor .

(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11.

(b) The Trustee may resign at any time with respect to the Dated Subordinated Debt Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within thirty (30) days after the giving of such notice of resignation or notice of removal as described below, the resigning or removed Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Dated Subordinated Debt Securities of such series.

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(c) The Trustee may be removed at any time with respect to the Dated Subordinated Debt Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Dated Subordinated Debt Securities of such series delivered to the Trustee and to the Company.

(d) If at any time:

(i) the Trustee shall fail to comply with Section 6.08 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Dated Subordinated Debt Security of the series as to which the Trustee has a conflicting interest for at least six (6) months, or

(ii) the Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Dated Subordinated Debt Security for at least six (6) months, or

(iii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge, or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (x) the Company by a Board Resolution or a Delegated Person Resolution may remove the Trustee with respect to any or all series of Dated Subordinated Debt Securities or (y) subject to Section 5.15, any Holder who has been a bona fide Holder of a Dated Subordinated Debt Security for at least six (6) months (and, in the case of Section 6.10(d)(i) above, who is a Holder of a Dated Subordinated Debt Security of the series as to which the Trustee has a conflicting interest) may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Dated Subordinated Debt Securities and the appointment of a successor Trustee or Trustees.

(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Dated Subordinated Debt Securities of one or more series, the Company, by a Board Resolution or a Delegated Person Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Dated Subordinated Debt Securities of such series (it being understood that any successor Trustee may be appointed with respect to the Dated Subordinated Debt Securities of one or more or all of such series and at any time there shall be only one Trustee with respect to the Dated Subordinated Debt Securities of any particular series), and shall comply with the applicable requirements of Section 6.11. If, within one (1) year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Dated Subordinated Debt Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Dated Subordinated Debt Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee with respect to the Dated Subordinated Debt Securities of such series and to that extent supersede the successor Trustee

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appointed by the Company. If no successor Trustee with respect to the Dated Subordinated Debt Securities of any series shall have been so appointed by the Company or the Holders of Dated Subordinated Debt Securities of such series and accepted appointment in the manner hereinafter required by Section 6.11, any Holder who has been a bona fide Holder of a Dated Subordinated Debt Security of such series for at least six (6) months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Dated Subordinated Debt Securities of such series.

(f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Dated Subordinated Debt Securities of any series and each appointment of a successor Trustee with respect to the Dated Subordinated Debt Securities of any series in the manner and to the extent provided in Section 1.06. Each notice shall include the name of the successor Trustee with respect to the Dated Subordinated Debt Securities of such series and the address of its Corporate Trust Office.

Section 6.11 Acceptance of Appointment by Successor .

(a) In case of the appointment hereunder of a successor Trustee with respect to all Dated Subordinated Debt Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee, all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject to the senior claim provided for in Section 6.07(e).

(b) In case of the appointment hereunder of a successor Trustee with respect to the Dated Subordinated Debt Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Dated Subordinated Debt Securities of such series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Dated Subordinated Debt Securities of such series to which the appointment of such successor Trustee relates, (ii) if the retiring Trustee is not retiring with respect to all Dated Subordinated Debt Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Dated Subordinated Debt Securities of such series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (iii) shall add to or change any of the provisions of this Dated Subordinated Debt Securities Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart

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from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Dated Subordinated Debt Securities of such series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Dated Subordinated Debt Securities of such series to which the appointment of such successor Trustee relates.

(c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be.

(d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

Section 6.12 Merger, Conversion, Consolidation or Succession to Business . Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Dated Subordinated Debt Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Dated Subordinated Debt Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Dated Subordinated Debt Securities.

Section 6.13 Preferential Collection of Claims . If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Dated Subordinated Debt Securities of a series), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).

Section 6.14 Appointment of Authenticating Agent . The Trustee may at any time appoint an Authenticating Agent or Agents with respect to one or more series of Dated Subordinated Debt Securities which shall be authorized to act on behalf of the Trustee to authenticate Dated Subordinated Debt Securities of such series upon original issue, or issued upon exchange, registration of transfer or partial redemption thereof or in lieu of destroyed, lost or stolen Dated Subordinated Debt Securities, and Dated Subordinated Debt Securities so authenticated shall be entitled to the benefits of this Dated Subordinated Debt Securities Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Dated Subordinated Debt Securities Indenture to

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the authentication and delivery of Dated Subordinated Debt Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation or national banking association organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State or District of Columbia authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

Any corporation or national banking association into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation or national banking association succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation or national banking association shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice to the Holders of Dated Subordinated Debt Securities in the manner and to the extent provided in Section 1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

If an appointment with respect to one or more series is made pursuant to this Section, the Dated Subordinated Debt Securities of such series may have endorsed thereon, in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:

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CERTIFICATE OF AUTHENTICATION

This is one of the Dated Subordinated Debt Securities of the series designated herein referred to in the within-mentioned Dated Subordinated Debt Securities Indenture.


Date:

	THE BANK OF NEW YORK MELLON,
		as Trustee

	By:
		as Authenticating Agent

	By:
		Authorized Signatory

If all of the Dated Subordinated Debt Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Dated Subordinated Debt Securities upon original issuance located in a Place of Payment where the Company wishes to have Dated Subordinated Debt Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the Company with respect of such series of Dated Subordinated Debt Securities.

Article 7

H OLDERS L ISTS AND R EPORTS BY T RUSTEE AND C OMPANY

Section 7.01 Company to Furnish Trustee Names and Addresses of Holders . The Company, with respect to any series of Dated Subordinated Debt Securities in registered form, will furnish or cause to be furnished to the Trustee

(a) not more than fifteen (15) days after each Regular Record Date (or after each of the dates to be specified for such purpose for non-interest bearing Dated Subordinated Debt Securities and Dated Subordinated Debt Securities on which interest is paid less frequently than quarterly as contemplated by Section 3.01), a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of registered Dated Subordinated Debt Securities as of such Regular Record Date or such specified date, and

(b) at such other times as the Trustee may request in writing, within thirty (30) days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than fifteen (15) days prior to the time such list is furnished.

The Company need not furnish or cause to be furnished to the Trustee pursuant to this Section 7.01 the names and addresses of Holders of registered Dated Subordinated Debt Securities so long as the Trustee acts as Dated Subordinated Debt Security Registrar with respect to such series of Dated Subordinated Debt Securities.

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Section 7.02 Preservation of Information; Communications to Holders .

(a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders (i) contained in the most recent list furnished to the Trustee as provided in Section 7.01 and (ii) received by the Trustee in its capacity as Paying Agent or Dated Subordinated Debt Security Registrar (if so acting). The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.

(b) The rights of the Holders of Dated Subordinated Debt Securities of any series to communicate with other Holders with respect to their rights under this Dated Subordinated Debt Securities Indenture or under the Dated Subordinated Debt Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.

(c) Every Holder, by receiving and holding a Dated Subordinated Debt Security, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of any of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with Section 7.02(b).

Section 7.03 Reports by Trustee .

(a) So long as any Dated Subordinated Debt Securities are Outstanding hereunder, the Trustee shall transmit to Holders as provided in the Trust Indenture Act such reports dated as of such dates as are required by and in compliance with the Trust Indenture Act. Reports so required to be transmitted at stated intervals of not more than twelve (12) months shall be transmitted on or before June 1 in each year following the date hereof.

(b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each securities exchange upon which the Trustee has been notified that the Dated Subordinated Debt Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when Dated Subordinated Debt Securities are listed on any securities exchange or are delisted therefrom.

(c) The Company will furnish the Trustee with interim and annual reports. In addition, the Company will furnish the Trustee with all notices of meetings at which Holders of Dated Subordinated Debt Securities of a particular series are entitled to vote, and all other reports and communications that are made generally available to Holders of Dated Subordinated Debt Securities. The Trustee will, at the Company’s expense, make such notices, reports and communications available for inspection by Holders of Dated Subordinated Debt Securities in such manner as the Company may determine and, in the case of any notice received by the Trustee in respect of any meeting at which Holders of Dated Subordinated Debt Securities of a particular series are entitled to vote, will deliver to all such record Holders of Dated Subordinated Debt Securities, at the Company’s expense, a notice containing a summary prepared by the Company of the information set forth in such notice of meeting.

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Section 7.04 Reports by Company . The Company shall:

(a) file with the Trustee, within fifteen (15) days after the Company is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of such Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

(b) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Dated Subordinated Debt Securities Indenture as may be required from time to time by such rules and regulations; and

(c) transmit to Holders, in the manner and to the extent required by the Trust Indenture Act, within thirty (30) days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (a) and (b) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

Article 8

C ONSOLIDATION , M ERGER , C ONVEYANCE OR T RANSFER

Section 8.01 Company May Consolidate, etc. Only on Certain Terms . The Company may, without the consent of Holders of any Dated Subordinated Debt Securities of any series Outstanding under this Dated Subordinated Debt Securities Indenture, consolidate or amalgamate with or merge into any other Person or convey or transfer or lease its properties and assets substantially as an entirety to any Person, provided that:

(a) the Person formed by such consolidation or amalgamation or into which the Company is merged or the Person which acquires by conveyance or transfer or which leases the properties and assets of the Company substantially as an entirety shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the

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Trustee, the obligations of the Company, to duly and punctually pay the principal of (and premium, if any, on) and interest, if any, on all series of Dated Subordinated Debt Securities if and to the extent due and payable in accordance with the terms of such Dated Subordinated Debt Securities, any Coupons appertaining thereto and this Dated Subordinated Debt Securities Indenture and the performance or observance of every covenant of this Dated Subordinated Debt Securities Indenture on the part of the Company to be performed or observed;

(b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary thereof as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Winding-Up Event and no event which, after notice or lapse of time or both, would become a Winding-Up Event shall have happened and be continuing; and

(c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Section 8.02 Successor Person Substituted . Upon any consolidation, amalgamation or merger or any conveyance or transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 8.01, the successor Person formed by such consolidation or amalgamation or into which the Company is merged or the Person to which such conveyance or transfer is made shall succeed to and be substituted for, and may exercise every right and power of, the Company under this Dated Subordinated Debt Securities Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, the predecessor Person shall be relieved of all obligations and covenants under this Dated Subordinated Debt Securities Indenture, the Dated Subordinated Debt Securities and the Coupons, if any.

Section 8.03 Assumption of Obligations . Subject to applicable law and regulation (including, if and to the extent required by the Capital Regulations at such time, the prior consent of the PRA), with respect to the Dated Subordinated Debt Securities of any series, a wholly owned Subsidiary of the Company (a “successor entity”) may without the consent of any Holder assume the obligations of the Company (or any Person which shall have previously assumed the obligations of the Company) to duly and punctually pay the principal of (and premium, if any, on) and interest, if any, on any series of Dated Subordinated Debt Securities if and to the extent due and payable in accordance with the terms of such Dated Subordinated Debt Securities, any Coupons appertaining thereto and this Dated Subordinated Debt Securities Indenture and the performance of every covenant of this Dated Subordinated Debt Securities Indenture and such series of Dated Subordinated Debt Securities on the part of the Company to be performed or observed, provided that:

(a) the successor entity shall expressly assume such obligations by an amendment to this Dated Subordinated Debt Securities Indenture, executed by the Company and such successor entity, if applicable, and delivered to the Trustee, in form satisfactory to the Trustee, and the Company shall, by amendment to this Dated Subordinated Debt Securities Indenture, irrevocably

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guarantee (such guarantee to be given on a basis consistent with the ranking of the Dated Subordinated Debt Securities of such series) all of the obligations of such successor entity under the Dated Subordinated Debt Securities of such series and this Dated Subordinated Debt Securities Indenture as so modified by such amendment ( provided , however , that, for the purposes of the Company’s obligation to pay Additional Amounts, if any, payable pursuant to Section 10.04 in respect of the Dated Subordinated Debt Securities and any related Coupons, references to such successor entity’s country of organization will be added to references to the United Kingdom);

(b) such successor entity shall confirm in such amendment to this Dated Subordinated Debt Securities Indenture that such successor entity will pay all Additional Amounts, if any, payable pursuant to Section 10.04 in respect of all the Dated Subordinated Debt Securities and any related Coupons ( provided , however , that for these purposes such successor entity’s country of organization will be substituted for the references to the United Kingdom);

(c) immediately after giving effect to such assumption of obligations, no Winding-Up Event and no event which, after notice or lapse of time or both, would become a Winding-Up Event, shall have occurred and be continuing; and

(d) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such assumption complies with this Article and that all conditions precedent herein provided for relating to such assumption have been complied with.

Upon any such assumption, the successor entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Dated Subordinated Debt Securities Indenture with respect to any such Dated Subordinated Debt Securities with the same effect as if such successor entity had been named as the Company in this Dated Subordinated Debt Securities Indenture, and the Company or any legal and valid successor corporation which shall theretofore have become such in the manner prescribed herein, shall be released from all liability as obligor upon any such Dated Subordinated Debt Securities except as provided in clause (a) of this Section.

In the event of any such assumption, any Additional Amounts, if any, payable pursuant to Section 10.04 will be payable in respect of Taxes imposed by the jurisdiction in which the successor entity is organized (subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts in respect of Taxes imposed by any Taxing Jurisdiction) rather than Taxes imposed by any Taxing Jurisdiction; provided , however , that if the Company makes payment under the guarantee, the Company shall be required to pay Additional Amounts related to Taxes (subject to the exceptions set forth in Section 10.04) imposed by any Taxing Jurisdiction by reason of such payments.

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Article 9

S UPPLEMENTAL I NDENTURES

Section 9.01 Supplemental Indentures Without Consent of Holders . Without the consent of any Holders, the Company, when authorized by, or pursuant to, a Board Resolution or Delegated Person Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

(a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Dated Subordinated Debt Securities and Coupons, to the extent otherwise permitted under this Dated Subordinated Debt Securities Indenture or any supplement hereto; or

(b) to add to the covenants of the Company for the benefit of the Holders of all or any series of Dated Subordinated Debt Securities (and, if such covenants are to be for the benefit of less than all series of Dated Subordinated Debt Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or

(c) to add any additional Events of Default for the benefit of the Holders of all or any series of Dated Subordinated Debt Securities (and, if such additional Events of Default are to be for the benefit of less than all series of Dated Subordinated Debt Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or

(d) subject to Section 9.02 hereof, to add to, change or eliminate any of the provisions of this Dated Subordinated Debt Securities Indenture, or any supplemental indenture, provided that any such addition, change or elimination shall become effective only when there is no Dated Subordinated Debt Security Outstanding of any series created prior to the execution of such supplemental indenture effecting such addition, change or elimination which is entitled to the benefit of such provision; or

(e) to secure the Dated Subordinated Debt Securities; or

(f) to establish the form or terms of Dated Subordinated Debt Securities of any series and any Coupons appertaining thereto as permitted by Section 2.01 and Section 3.01; or

(g) to change any Place of Payment, so long as the Place of Payment as required by Section 3.01 is maintained; or

(h) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or in any supplemental indenture, provided that such action shall not adversely affect the interests of the Holders of Dated Subordinated Debt Securities of any series in any material respect; or

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(i) to make any other provisions with respect to matters or questions arising under this Dated Subordinated Debt Securities Indenture, provided such action shall not adversely affect the interests of the Holders of Dated Subordinated Debt Securities of any series in any material respect; or

(j) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Dated Subordinated Debt Securities of one or more series and to add to or change any of the provisions of this Dated Subordinated Debt Securities Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or

(k) to change or eliminate any provision of this Dated Subordinated Debt Securities Indenture as permitted by Section 1.07.

Section 9.02 Supplemental Indentures with Consent of Holders . With the consent of the Holders of not less than 66 2/3% in aggregate principal amount of the Outstanding Dated Subordinated Debt Securities of each series affected by such supplemental Dated Subordinated Debt Securities Indenture (voting as a class), by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by, or pursuant to, a Board Resolution or Delegated Person Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Dated Subordinated Debt Securities Indenture or of modifying in any manner the rights of the Holders of Dated Subordinated Debt Securities of such series under this Dated Subordinated Debt Securities Indenture; provided , however , that no such supplemental indenture may, without the consent of the Holder of each Outstanding Dated Subordinated Debt Security affected thereby,

(a) change the Stated Maturity, if any, of any principal amount or any interest amounts in respect of any such Dated Subordinated Debt Security, or reduce the principal amount thereof, or the rate of interest, if any, thereon, or any premium payable upon the redemption thereof, or change the obligation of the Company (or its successor) to pay Additional Amounts pursuant to Section 10.04 (except as contemplated by Section 8.01(a) and permitted by Section 9.01(a)) on the Dated Subordinated Debt Securities, or change any Place of Payment where, or the currency in which the principal amount of, premium, if any, or interest on, any such Dated Subordinated Debt Security is payable or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date); or

(b) reduce the percentage in aggregate principal amount of the Outstanding Dated Subordinated Debt Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Dated Subordinated Debt Securities Indenture or of certain defaults hereunder and their consequences) provided for in this Dated Subordinated Debt Securities Indenture; or

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(c) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 10.02; or

(d) modify any of the provisions of this Section 9.02 or Section 5.14 except to increase any such percentage or to provide that certain other provisions of this Dated Subordinated Debt Securities Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Dated Subordinated Debt Security affected thereby; provided , however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to the “Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Section 6.11(b) and Section 9.01(j); or

(e) change in any manner adverse to the interests of the Holders of any Dated Subordinated Debt Securities the subordination provisions set forth in Section 12.01 and any subordination provisions in any supplemental indenture hereto applicable to the Dated Subordinated Debt Securities or the terms and conditions of the obligations of the Company in respect of the due and punctual payment of any amounts due and payable on the Dated Subordinated Debt Securities in accordance with their terms.

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

A supplemental indenture which changes or eliminates any covenant or other provision of this Dated Subordinated Debt Securities Indenture which has expressly been included solely for the benefit of one or more particular series of Dated Subordinated Debt Securities, or which modifies the rights of the Holders of Dated Subordinated Debt Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Dated Subordinated Debt Securities Indenture of the Holders of Dated Subordinated Debt Securities of any other series.

Section 9.03 Execution of Supplemental Indentures . In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Dated Subordinated Debt Securities Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Officer’s Certificate and Opinion of Counsel in compliance with Section 1.02 hereof stating that the execution of such supplemental indenture is authorized or permitted by this Dated Subordinated Debt Securities Indenture. The Trustee may, but shall not be obliged to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Dated Subordinated Debt Securities Indenture or otherwise.

Section 9.04 Effect of Supplemental Indentures . Upon the execution of any supplemental indenture under this Article, this Dated Subordinated Debt Securities Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Dated Subordinated Debt Securities Indenture for all purposes; and every Holder of Dated Subordinated Debt Securities theretofore or thereafter authenticated and delivered hereunder and every holder of Coupons, if any, shall be bound thereby, except as otherwise expressed therein.

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Section 9.05 Conformity with Trust Indenture Act . Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.

Section 9.06 Reference in Dated Subordinated Debt Securities to Supplemental Indentures . Dated Subordinated Debt Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation prepared by the Company and acceptable to the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Dated Subordinated Debt Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and such Dated Subordinated Debt Securities may be authenticated and delivered by the Trustee in exchange for Outstanding Dated Subordinated Debt Securities of such series.

Article 10

C OVENANTS

Section 10.01 Payment of Principal, Premium, and Interest . The Company covenants and agrees for the benefit of each series of Dated Subordinated Debt Securities that it will (subject to Section 3.07 and the subordination provisions set forth in Section 12.01 and any subordination provisions in any supplemental indenture hereto applicable to the Dated Subordinated Debt Securities of that series pursuant to Section 3.01 hereof) duly and punctually pay the principal of (and premium, if any) and interest, if any, on the Dated Subordinated Debt Securities of that series if and to the extent due and payable in accordance with the terms of the Dated Subordinated Debt Securities, any Coupons appertaining thereto and this Dated Subordinated Debt Securities Indenture.

Section 10.02 Maintenance of Office or Agency . The Company will maintain in each Place of Payment for any series of Dated Subordinated Debt Securities an office or agency where Dated Subordinated Debt Securities of that series and any Coupons appertaining thereto may be presented or surrendered for payment, where Dated Subordinated Debt Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Dated Subordinated Debt Securities of that series and any Coupons appertaining thereto and this Dated Subordinated Debt Securities Indenture may be served; provided , however , that at the option of the Company in the case of registered Dated Subordinated Debt Securities of such series, payment of any interest thereon may be made by check mailed to the address of the Person entitled herein as such address shall appear in the Dated Subordinated Debt Security Register, unless such person requests payment by wire transfer pursuant to Section 3.07. With respect to the Dated Subordinated Debt Securities of any series, such office or agency in each Place of Payment shall be specified as contemplated by Section 3.01, and if not so specified, initially shall be the Corporate Trust Office of the Trustee.

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Unless otherwise specified pursuant to Section 3.01, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and demands to or upon the Company in respect of Dated Subordinated Debt Securities of any series and any Coupons appertaining thereto and this Dated Subordinated Debt Securities Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other offices or agencies (in or outside the Borough of Manhattan, The City of New York) where the Dated Subordinated Debt Securities of one or more series and any Coupons appertaining thereto may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided , however , that no such designation or rescission shall in any manner relieve the Company of any obligation to maintain an office or agency in each Place of Payment (except as otherwise indicated in this Section) for Dated Subordinated Debt Securities of any series and any Coupons appertaining thereto for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

Section 10.03 Money for Payments to Be Held in Trust . If the Company shall at any time act as Paying Agent with respect to the Dated Subordinated Debt Securities of any series and any Coupons appertaining thereto, it will, on or before each due date for payment of the principal of (and premium, if any) or interest, if any, on any of the Dated Subordinated Debt Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto in accordance with the provisions of this Dated Subordinated Debt Securities Indenture a sum sufficient to pay the principal (and premium, if any) or interest, if any, so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its failure so to act.

Whenever the Company shall have one or more Paying Agents for any series of Dated Subordinated Debt Securities, it will, prior to each due date for payment of the principal of (and premium, if any) or interest, if any, on any Dated Subordinated Debt Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest in accordance with the provisions of this Dated Subordinated Debt Securities Indenture, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or its failure so to act. The Company will cause each Paying Agent for any series of Dated Subordinated Debt Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

(a) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and hold all sums held by it for the payment of the principal of (and premium, if any) or interest, if any, on Dated Subordinated Debt Securities of that series in trust for the benefit of the Persons entitled thereto in accordance with the provisions of this Dated Subordinated Debt Securities Indenture until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

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(b) give the Trustee timely notice of any default by the Company (or any other obligor upon the Dated Subordinated Debt Securities of that series) in the making of any payment, when due and payable, or principal of (and premium, if any) or interest, if any, on Dated Subordinated Debt Securities of that series; and

(c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

The Company may at the time, for the purpose of obtaining the satisfaction and discharge of this Dated Subordinated Debt Securities Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee such Paying Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest, if any, on any Dated Subordinated Debt Security of any series and remaining unclaimed for two (2) years after any such principal (and premium, if any) or interest, if any, have become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Dated Subordinated Debt Security and the holder of any Coupon appertaining thereto shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided , however , that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published at least once, in Authorized Newspapers, published in the Borough of Manhattan, The City of New York and London, England, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be paid to the Company.

Section 10.04 Additional Amounts .

(a) Unless otherwise specified in the terms of Dated Subordinated Debt Securities of a series in accordance with Section 3.01, the Company will pay any amounts to be paid by the Company on any series of Dated Subordinated Debt Securities 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

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Jurisdiction ”), unless the deduction or withholding is required by law. Unless otherwise specified in the terms of the Dated Subordinated Debt Securities of a series in accordance with Section 3.01, if at any time a Taxing Jurisdiction requires the Company to deduct or withhold Taxes, the Company will pay the additional amounts of, or in respect of, the principal of, premium, if any, and any interest on, such series of Dated Subordinated Debt Securities (“ Additional Amounts ”) that are necessary so that the net amounts paid to the Holders of such series of Dated Subordinated Debt Securities, after the deduction or withholding, shall equal the amounts which would have been payable in respect of such series of Dated Subordinated Debt Securities had no such deduction or withholding been required. However , the Company will not pay Additional Amounts for Taxes that are payable because:

(i) the Holder or the Beneficial Owner of the Dated Subordinated Debt Securities is a domiciliary, national or resident of, or engages in business or maintains a permanent establishment or is physically present in, a Taxing Jurisdiction requiring that deduction or withholding, or otherwise has some connection with the Taxing Jurisdiction other than the holding or ownership of the relevant Dated Subordinated Debt Securities, or the collection of any payment of, or in respect of, principal of, any premium, or any interest on, any Dated Subordinated Debt Securities of the relevant series,

(ii) except in the case of a winding up of the Company in England the relevant Dated Subordinated Debt Securities are presented for payment in the United Kingdom,

(iii) the relevant Dated Subordinated Debt Securities are presented for payment more than thirty (30) days after the date payment became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to the Additional Amounts on presenting the Dated Subordinated Debt Security for payment at the close of such thirty-day (30-day) period,

(iv) the Holder or the Beneficial Owner of the relevant Dated Subordinated Debt Securities or the beneficial owner of any payment of, or in respect of, principal of, premium, if any, or any interest on such Dated Subordinated Debt Securities failed to make any necessary claim or to comply with any certification, identification or other requirements concerning the nationality, residence, identity or connection with the Taxing Jurisdiction of such Holder, Beneficial Owner or beneficial owner, if such claim or compliance is required by statute, treaty, regulation or administrative practice of the Taxing Jurisdiction as a condition to relief or exemption from such Taxes, or

(v) if such Taxes would not have been so imposed, or would have been excluded pursuant to clauses (i) through (iv) above inclusive, if the beneficial owner of, or person ultimately entitled to obtain an interest in, such Dated Subordinated Debt Securities had been the Holder of such Dated Subordinated Debt Securities.

Whenever in this Dated Subordinated Debt Securities Indenture there is mentioned, in any context, the payment of the principal of, or any interest on (and premium, if any), or in respect of, any Dated Subordinated Debt Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made.

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

(c) Except as otherwise provided as contemplated by Section 3.01, with respect to any series of Dated Subordinated Debt Securities any Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under the Dated Subordinated Debt Securities of such series and this Dated Subordinated Debt Securities 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. 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 Section 10.04(c) will be treated as paid to the Holder of a Dated Subordinated Debt Security, and the Company will not pay Additional Amounts in respect of such deduction or withholding, except to the extent the provisions in this Section 10.04 explicitly provide otherwise.

(d) The Company hereby covenants with the Trustee that it will provide the Trustee with information, to the extent reasonably available to the Company, so as to enable the Trustee to determine whether any payments to be made by it pursuant to this Dated Subordinated Debt Securities Indenture are withholdable payments as defined in section 1473(1) of the Code (or as otherwise defined in Sections 1471 through 1474 of the Code and regulations or agreements thereunder or official interpretations thereof) or any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement), provided , however , that the Company’s obligation under this Section 10.04(d) shall apply only to the extent that payments with respect to Dated Subordinated Debt Securities are so treated by virtue of characteristics of the Company, the Dated Subordinated Debt Securities, or both.

Section 10.05 Corporate Existence . Subject to Article 8, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

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Section 10.06 Statement as to Compliance . The Company will deliver to the Trustee, within one hundred and twenty (120) days after the end of each fiscal year, commencing with the fiscal year ending December 31, 2014, a certificate in compliance with Section 314(a)(4) of the Trust Indenture Act.

Article 11

R EDEMPTION OF D ATED S UBORDINATED D EBT S ECURITIES

Section 11.01 Applicability of Article . Dated Subordinated Debt Securities of any series shall be redeemable prior to their Stated Maturity in accordance with their terms and, except as otherwise specified pursuant to Section 3.01 for Dated Subordinated Debt Securities of any series, in accordance with this Article.

Section 11.02 Election to Redeem; Notice to Trustee . The election of the Company to redeem any Dated Subordinated Debt Securities shall be evidenced by a Board Resolution or by a Delegated Person Resolution. The Company shall, at least thirty (30) days and no more than sixty (60) days prior to the Redemption Date fixed by the Company (unless a shorter or longer notice period is specified in the terms of a particular series of Dated Subordinated Debt Securities, pursuant to Section 3.01), notify the Holders of such Redemption Date, of the principal amount of Dated Subordinated Debt Securities of such series to be redeemed, and shall notify the Trustee of such election at least five (5) Business Days prior to the date on which the notice of redemption is sent to Holders (unless a shorter notice period shall be satisfactory to the Trustee). In the case of any redemption of Dated Subordinated Debt Securities of any series prior to the expiration of any restriction on such redemption provided in the terms of such Dated Subordinated Debt Securities or elsewhere in this Dated Subordinated Debt Securities Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with or waiver of such restrictions.

Section 11.03 Selection by Trustee of Dated Subordinated Debt Securities to be Redeemed . If less than all the Dated Subordinated Debt Securities of any series are to be redeemed, the particular Dated Subordinated Debt Securities to be redeemed shall be selected not more than sixty (60) days nor less than thirty (30) days prior to the Redemption Date by the Trustee (unless a shorter or longer period is specified in the terms of a particular series of Dated Subordinated Debt Securities, pursuant to Section 3.01), from the Outstanding Dated Subordinated Debt Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate, subject to applicable Depositary procedures, and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for registered Dated Subordinated Debt Securities of that series or any multiple thereof) of the principal amount of Dated Subordinated Debt Securities of such series of a denomination larger than the minimum authorized denomination for Dated Subordinated Debt Securities of that series.

The Trustee shall promptly notify the Company in writing of the Dated Subordinated Debt Securities selected for redemption and, in the case of any Dated Subordinated Debt Securities selected for partial redemption, the principal amount thereof to be redeemed.

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For all purposes of this Dated Subordinated Debt Securities Indenture, unless the context otherwise requires, all provisions relating to the redemption of Dated Subordinated Debt Securities shall relate in the case of any Dated Subordinated Debt Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such registered Dated Subordinated Debt Security which has been or is to be redeemed.

Section 11.04 Notice of Redemption . Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Dated Subordinated Debt Securities, notice of redemption shall be given not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date to each Holder of Dated Subordinated Debt Securities to be redeemed in the manner and to the extent provided in Section 1.06.

All notices of redemption shall state:

(a) the Redemption Date,

(b) the Redemption Price,

(c) if less than all the Outstanding Dated Subordinated Debt Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amount) of the Dated Subordinated Debt Securities to be redeemed,

(d) that, subject to any conditions contained in the indenture supplemental hereto establishing the terms of the Dated Subordinated Debt Securities to be redeemed, on the Redemption Date the Redemption Price will become due and payable upon each such Dated Subordinated Debt Security to be redeemed and, if applicable, that interest thereon will cease to accrue on or after the said date,

(e) the place or places where such Dated Subordinated Debt Securities are to be surrendered for payment of the Redemption Price, and

(f) the CUSIP number or numbers, if any, with respect to such Dated Subordinated Debt Securities.

Notice of redemption of Dated Subordinated Debt Securities to be redeemed at the selection of the Company shall be given by the Company or, at the Company’s Request and upon provision to the Trustee of such notice information, by the Trustee in the name and at the expense of the Company.

If the Company has delivered a notice of redemption, but prior to the payment of the Redemption Price with respect to such redemption the Relevant U.K. Resolution Authority exercises its U.K. Bail-in Power in respect of such Dated Subordinated Debt Securities, such redemption notice shall be automatically rescinded and shall be of no force and effect, and no payment in respect of the Redemption Price shall be due and payable.

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Section 11.05 Deposit of Redemption Price . On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued but unpaid interest, if any, on, all the Dated Subordinated Debt Securities which are to be redeemed on that date.

Section 11.06 Dated Subordinated Debt Securities Payable on Redemption Date . Notice of redemption having been given as aforesaid, the Dated Subordinated Debt Securities so to be redeemed shall, subject to any conditions contained in the indenture supplemental hereto establishing the terms of the Dated Subordinated Debt Securities of such series, become due and payable at the Redemption Price therein specified on the Redemption Date, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Dated Subordinated Debt Securities shall cease to accrue interest. Upon surrender of any such Dated Subordinated Debt Security for redemption in accordance with said notice, such Dated Subordinated Debt Security shall be paid by the Company at the Redemption Price, together with accrued but unpaid interest (if any) to the Redemption Date; provided , however , that with respect to any Dated Subordinated Debt Securities in registered form, unless otherwise specified as contemplated by Section 3.01, a payment of interest which is payable on an Interest Payment Date which is on or before the Redemption Date, shall be payable to the Holders of such Dated Subordinated Debt Securities, or one or more Predecessor Dated Subordinated Securities, registered as such at the close of business on the relevant Regular Record Date according to the terms of the Dated Subordinated Debt Securities and the provisions of Section 3.07.

If any Dated Subordinated Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from and after the Redemption Date in accordance with the terms of such Dated Subordinated Debt Security and the provisions of Section 3.07.

Section 11.07 Dated Subordinated Debt Securities Redeemed in Part . Any Dated Subordinated Debt Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, only in the case of Dated Subordinated Debt Securities in registered form, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Dated Subordinated Debt Security without service charge payable by the Holder, a new Dated Subordinated Debt Security or Dated Subordinated Debt Securities of the same series of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Dated Subordinated Debt Security so surrendered.

Section 11.08 Optional Redemption .

(a) Subject to the limitations and conditions specified in Section 11.10 and 11.11 hereof and unless otherwise provided as contemplated by Section 3.01 with respect to any series of Dated Subordinated Debt Securities, the Company may, at its option, redeem, in whole but not in part, any series of Dated Subordinated Securities at any time Outstanding, upon not less

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than thirty (30) days’ nor more than sixty (60) days’ prior notice to the Holders (unless a shorter or longer notice period is specified in the terms of a particular series of Dated Subordinated Debt Securities, pursuant to Section 3.01 and provided , that the Company shall notify the Trustee at least five (5) Business Days prior to the dates on which the notice of redemption is sent to Holders (unless a shorter notice period shall be satisfactory to the Trustee)), on the date or during the period specified pursuant to Section 3.01 relating to such series at an amount equal to 100% of their principal amount, together with, accrued but unpaid interest, if any, on the principal amount of the Dated Subordinated Debt Securities to be redeemed to (but excluding) the Redemption Date.

(b) The notice provided to Holders in accordance with this Section 11.08 (which notice shall be irrevocable, except in the circumstances provided in (c) below)) shall specify the date fixed for such redemption.

(c) Upon the expiry of the notice period described in (a) above, the Company shall be bound to redeem the relevant Dated Subordinated Debt Securities accordingly, provided that if the Company has delivered a notice of redemption pursuant to this Section 11.08, but prior to the payment of the Redemption Price with respect to such redemption the Relevant U.K. Resolution Authority exercises its U.K. Bail-in Power in respect of such Dated Subordinated Debt Securities, such redemption notice shall be automatically rescinded and shall be of no force and effect, and no payment in respect of the Redemption Price shall be due and payable.

Section 11.09 Optional Tax Redemption .

(a) Subject to the limitations and conditions specified in Section 11.10 and 11.11 hereof unless otherwise provided as contemplated by Section 3.01 with respect to any series of Dated Subordinated Debt Securities, the Company may, at its option, at any time, redeem the Dated Subordinated Debt Securities of any series, in whole but not in part, upon not less than thirty (30) days’ nor more than sixty (60) days’ prior notice to the Holders (unless a shorter or longer notice period is specified in the terms of a particular series of Dated Subordinated Debt Securities, pursuant to Section 3.01 and provided that the Company shall notify the Trustee at least five (5) Business Days prior to the date on which the notice of redemption is sent to Holders (unless a shorter notice period shall be satisfactory to the Trustee)), if 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 the relevant Taxing Jurisdiction is a party, or a change in an official application of those laws or regulations, including a decision of any court or tribunal, which becomes effective on or after the issue date of the relevant series of Dated Subordinated Debt Securities (and, in the case of a successor entity, which becomes effective on or after the date of that entity’s assumption of the Company’s obligations), the Company:

(i) will or would be required to pay holders Additional Amounts;

(ii) would not be entitled to claim a deduction in respect of any payments in respect of the relevant series of Dated Subordinated Debt Securities in computing Company’s taxation liabilities or the value of the deduction would be materially reduced; or

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(iii) would not, as a result of the relevant Dated Subordinated Debt Securities being in issue, be able to have losses or deductions set against the profits or gains or profits or gains offset by the losses or deductions, of companies with which the Company is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as at the issue date of the relevant Dated Subordinated Debt Securities or any similar system or systems having like effect as may from time to time exist);

(each such change in tax law or regulation or the official application thereof, a “ Tax Event ”), at an amount equal to 100% of the principal amount of the Dated Subordinated Debt Securities being redeemed, together with any accrued but unpaid interest to (but excluding) the date fixed for redemption, provided that in the case of each Tax Event, the consequences of the Tax Event cannot be avoided by the Company taking reasonable measures available to the Company.

(b) Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Dated Subordinated Debt Securities, prior to the delivery of any notice of redemption pursuant to this Section 11.09, the Company shall be required to deliver to the Trustee a written legal opinion of independent counsel of recognized standing, chosen by the Company, confirming that the Company is entitled to exercise its right of redemption under this Section 11.09.

(c) The notice provided to Holders in accordance with this Section 11.09 (which notice shall be irrevocable, except in the circumstances provided in (d) below)) shall specify the date fixed for such redemption.

(d) Upon the expiry of the notice period described in (a) above, the Company shall be bound to redeem the relevant Dated Subordinated Debt Securities accordingly, provided that if the Company has delivered a notice of redemption pursuant to this Section 11.09, but prior to the payment of the Redemption Price with respect to such redemption the Relevant U.K. Resolution Authority exercises its U.K. Bail-in Power in respect of such Dated Subordinated Debt Securities, such redemption notice shall be automatically rescinded and shall be of no force and effect, and no payment in respect of the Redemption Price shall be due and payable.

(e) Any successor entity that assumes the obligations of the Company pursuant to Section 8.03 shall also be entitled to redeem the relevant Dated Subordinated Debt Securities in accordance with this Section 11.09 with respect to any change or amendment to, or change in the official application of the laws or regulations (including any treaty) of the successor entity’s jurisdiction of incorporation, which becomes effective on or after the date of that entity’s assumption of the Company’s obligations.

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Section 11.10 Limitations on Redemption . Notwithstanding any other provision in this Dated Subordinated Debt Securities Indenture and unless otherwise provided as contemplated by Section 3.01 with respect to any series of Dated Subordinated Debt Securities, the Company may redeem any series of Dated Subordinated Debt Securities (and give notice thereof to the Holders of the relevant Dated Subordinated Debt Securities) only if the Company has obtained the prior consent of the PRA and/or any other relevant national or European authority (in either case, if such consent is then required by the Capital Regulations) for the redemption of the Dated Subordinated Debt Securities.

Section 11.11 Officer ’ s Certificate Related to PRA Consent . At the Trustee’s request, the Company shall furnish to the Trustee an Officer’s Certificate stating that the prior consent of the PRA and/or any other relevant national or European authority specified in Section 11.10 hereof has been obtained.

Section 11.12 Condition to Repurchase . Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Dated Subordinated Debt Securities, the Company or any member of the Group may purchase or otherwise acquire any Outstanding Dated Subordinated Debt Securities of any series at any price in the open market or otherwise in accordance with the Capital Regulations applicable to the Group in force at the relevant time, and subject to the prior consent of the PRA and/or any other relevant national or European authority (in either case, if such consent is then required by the Capital Regulations).

Article 12

S UBORDINATION OF D ATED S UBORDINATED D EBT S ECURITIES

Section 12.01 Status .

(a) The Dated Subordinated Debt Securities and any Coupons appertaining thereto shall constitute the Company’s direct, unsecured and subordinated obligations, ranking pari passu without any preference among themselves.

(b) Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Dated Subordinated Debt Securities, in the event of a winding-up or administration of the Company, the claims of the Trustee (on behalf of the Holders and Beneficial Owners of the Dated Subordinated Debt Securities but not the rights and claims of the Trustee in its personal capacity under this Dated Subordinated Debt Securities Indenture) and the Holders and Beneficial Owners of the Dated Subordinated Debt Securities against the Company, in respect of such Dated Subordinated Debt Securities (including any damages or other amounts (if payable)) shall:

(i) be subordinated to the claims of all Senior Creditors;

(ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company which in each case by law rank, or by their terms are expressed to rank, pari passu with the Dated Subordinated Debt Securities; and

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(iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the Dated Subordinated Debt Securities.

In the event of a winding-up or liquidation of the Company, if any amount in respect of the Dated Subordinated Debt Securities is paid to the Holders or Beneficial Owners of such Dated Subordinated Debt Securities or to the Trustee (including any damages or other amounts (if payable)) before the claims of Senior Creditors, then such payment or distribution shall be held by such Holders or Beneficial Owner or the Trustee upon trust to be applied in the following order: (i) to the amounts due to the Trustee in connection with this Dated Subordinated Debt Securities Indenture and the acceptance or administration of the trust or trusts hereunder; (ii) in payment of all claims of Senior Creditors outstanding at the commencement of, or arising solely by virtue of, a winding up of the Company to the extent that such claims shall be admitted in the winding up and shall not be satisfied out of the Company’s other resources; and (iii) in payment of Dated Subordinated Debt Securities issued under this Dated Subordinated Debt Securities Indenture. By accepting the Dated Subordinated Debt Securities, each Holder and Beneficial Owner agrees to be bound by this Dated Subordinated Debt Securities Indenture’s subordination provisions and irrevocably authorizes the Company’s liquidator to perform on behalf of the Holder and Beneficial Owner the above subordination trust.

Article 13

U.K. B AIL - IN P OWER AND BRRD A CKNOWLEDGEMENT

Section 13.01 U.K. Bail-in Power Acknowledg ement .

(a) Notwithstanding any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of the Dated Subordinated Debt Securities, by acquiring any Dated Subordinated Debt Securities, each Holder and Beneficial Owner of the Dated Subordinated Debt Securities acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by the Relevant U.K. Resolution Authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Dated Subordinated Debt Securities; (ii) the conversion of all, or a portion of, the principal amount of, or interest on, the Dated Subordinated Debt Securities into shares or other securities or other obligations of the Company or another person (and the issue to, or conferral on, the Holder or Beneficial Owner of the Dated Subordinated Debt Securities such shares, securities or obligations); and/or (iii) the amendment or alteration of the maturity of the Dated Subordinated Debt Securities, or amendment of the amount of interest due on the Dated Subordinated Debt Securities, or the dates on which interest becomes payable, including by suspending payment for a temporary period; which U.K. Bail-in Power may be exercised by means of a variation of the terms of the Dated Subordinated Debt Securities solely to give effect to the exercise by the Relevant U.K. Resolution Authority of such U.K. Bail-in Power. Each Holder and Beneficial Owner further acknowledges

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and agrees that the rights of Holders and Beneficial Owners of the Dated Subordinated Debt Securities are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority. For the avoidance of doubt, this consent and acknowledgment is not a waiver of any rights Holders and Beneficial Owners of the Dated Subordinated Debt Securities may have at law if and to the extent that any U.K. Bail-in Power is exercised by the Relevant U.K. Resolution Authority in breach of laws applicable in England.

(b) By its acquisition of the Dated Subordinated Debt 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 a particular series of Dated Subordinated Debt 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 Trust Indenture Act,

(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 Dated Subordinated Debt 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 Dated Subordinated Debt Securities under Section 5.13 of this Dated Subordinated Debt Securities Indenture and (b) this Dated Subordinated Debt Securities Indenture imposes no duties upon the Trustee whatsoever with respect to the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority. Notwithstanding the foregoing, if, following the completion of the exercise of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority with respect to a particular series of Dated Subordinated Debt Securities, the Dated Subordinated Debt Securities remain Outstanding (for example, if the exercise of the U.K. Bail-in Power results in only a partial write-down of the principal of such Dated Subordinated Debt Securities), then the Trustee’s duties under this Dated Subordinated Debt Securities Indenture shall remain applicable with respect to the Dated Subordinated Debt Securities following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture to this Dated Subordinated Debt Securities 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 a particular series of Dated Subordinated Debt Securities and (b) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such

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Dated Subordinated Debt 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 Dated Subordinated Debt 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.

(c) No repayment of the principal amount of the Dated Subordinated Debt Securities or payment of interest on the Dated Subordinated Debt 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.

(d) Upon the exercise of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority with respect to a particular series of Dated Subordinated Debt 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.

(e) The Company’s obligations to indemnify the Trustee in accordance with Section 6.07 of this Dated Subordinated Debt Securities Indenture shall survive any exercise of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority with respect to the Dated Subordinated Debt Securities, but shall be subject to Section 13.02 below.

(f) The exercise of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority with respect to the Dated Subordinated Debt Securities shall not constitute an Event of Default.

Section 13.02 Parties ’ Acknowledgement with respect to Treatment of BRRD Liabilities.

Notwithstanding and to the exclusion of any other term of this Dated Subordinated Debt Securities Indenture, any supplemental indenture hereto or any other agreements, arrangements, or understanding between the parties, the Trustee acknowledges and accepts that a BRRD Liability arising under this Dated Subordinated Debt Securities Indenture or any supplemental indenture hereto may be subject to the exercise of U.K. Bail-in Powers by the Relevant U.K. Resolution Authority, and acknowledges, accepts, and agrees to be bound by:

(i) the effect of the exercise of U.K. Bail-in Powers by the Relevant U.K. Resolution Authority in relation to any BRRD Liability that (without limitation) may include and result in any of the following, or some combination thereof:

(A) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;

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(B) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Company or another person, and the issue to or conferral on the other party of such shares, securities or obligations;

(D) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period;

(ii) the variation of the terms of this Dated Subordinated Debt Securities Indenture or any supplemental indenture hereto, as deemed necessary by the Relevant U.K. Resolution Authority, to give effect to the exercise of U.K. Bail-in Powers by the Relevant U.K. Resolution Authority.

For these purposes:

“ BRRD Liability ” means a liability of the Company to the Trustee under this Dated Subordinated Debt Securities Indenture and any supplemental indenture hereto in respect of which U.K. Bail-in Powers may be exercised.

Article 14

S UBSEQUENT H OLDERS ’ A GREEMENT

Section 14.01 Subsequent Holders ’ Agreement.

Each Holder and Beneficial Owner of Dated Subordinated Debt Securities that acquires Dated Subordinated Debt Securities in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions set forth in this Dated Subordinated Debt Securities Indenture and any supplemental indenture hereto and/or any Officer’s Certificate and/or amendment hereto adopted pursuant to Section 3.01 hereof to the same extent as the Holders and Beneficial Owners of the Dated Subordinated Debt Securities that acquire the Dated Subordinated Debt 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 Dated Subordinated Debt Securities, including in relation to the provisions contained in Section 5.03, Section 5.04(d), Section 12.01 and Section 13.01 of the Dated Subordinated Debt Securities Indenture

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

[ Signature Page Follows ]

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IN WITNESS WHEREOF, the Company and the Trustee have caused this Dated Subordinated Debt Securities Indenture to be duly executed, all as of the day and year first above written.


	BARCLAYS PLC, as Issuer

By:	/s/ Miray Muminoglu
	Name:	Miray Muminoglu
	Title:	Managing Director, Capital Markets Execution

THE BANK OF NEW YORK MELLON, as Trustee, Paying Agent and Dated Subordinated Debt Security Registrar

By:	/s/ Thomas Vanson
	Name:	Thomas Vanson
	Title:	Senior Associate

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Exhibit 4.2

BARCLAYS PLC

Officer’s Certificate

In connection with the issuance of $2,000,000,000 aggregate principal amount of 4.836% Fixed Rate Subordinated Notes due 2028 (the “Securities”) of Barclays PLC (the “Company”), I, Miray Muminoglu, hereby certify pursuant to Sections 1.02, 3.01 and 3.03 of the Dated Subordinated Debt Securities Indenture (the “Indenture”), dated as of May 9, 2017, between the Company and The Bank of New York Mellon acting through its London Branch, as Trustee (the “Trustee”), in connection with the request contained in the accompanying Authentication Order of an even date herewith (the “Authentication Order”) that the Trustee authenticate and deliver the Securities as therein provided, as follows:

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

2. The statements contained in this Certificate are based on my review of the Authentication Order and (i) the minutes of a meeting of the board of directors of the Company held on December 15, 2016 (the “2016 Delegation of Authority”), (ii) the approval of the Group Finance Director of the Company dated February 21, 2017 and (iii) the confirmation by an Authorised Officer (as defined in the 2016 Delegation of Authority) dated May 5, 2017, and pursuant to such resolutions, minutes and approval, I hereby confirm that the form and terms of the Securities (as set forth in Annex A ) were established in conformity with the provisions of the Indenture;

3. In my opinion, I have made such examination and investigation as is necessary to enable me to express an informed opinion as to whether or not such conditions and any applicable covenants have been complied with; and

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

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Dated: May 9, 2017


		/s/ Miray Muminoglu
Name:		Miray Muminoglu
Title:		Managing Director, Capital Markets Execution

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

Annex A

Form, Price and Terms of the Securities


Title of the Securities:		$2,000,000,000 4.836% Fixed Rate Subordinated Notes due 2028.

Issue Price:		100% of principal amount.

Aggregate Principal Amount:		$2,000,000,000.

Issue Date of Securities:		May 9, 2017.

Maturity Date:		May 9, 2028.

Interest Rate:		4.836% per annum, accruing from May 9, 2017.

Interest Payment Dates:		Every May 9 and November 9 in each year, commencing on November 9, 2017 and ending on the Maturity Date; provided that if any scheduled Interest Payment Date 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.

Payment at maturity and on redemption:		If the Maturity Date or Redemption Date or date of repayment is not a Business Day, the payment of interest and principal and/or any amount payable upon redemption of the

A-1


		Securities will be made on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after such Maturity Date or Redemption Date or date of repayment. Unless the Company defaults on payment of the Redemption Price, interest will cease to accrue on the Redemption Date on the Securities or portions thereof called for redemption.

Day Count:		30/360, Following, Unadjusted.

Ranking:		The ranking of the Securities shall be as set forth in Section 12.01 of the Indenture, and the terms Parity Obligations and Junior Obligations therein shall have the meaning set forth below: “Parity Obligations” means the obligations of the Company (as issuer or borrower, as the case may be) in respect of the 4.375% Fixed Rate Subordinated Notes 2024, the 2.625% Fixed Rate Subordinated Callable Notes 2025 and the 5.20% Fixed Rate Subordinated Notes due 2026 of the Company for the time being outstanding and any other obligations of the Company which rank or are expressed to rank pari passu with any of such obligations; and “Junior Obligations” means the obligations of the Company (as issuer or borrower, as the case may be) in respect of the 8.25% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities, the

A-2


		8.00% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities, the 7.00% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities, the 6.625% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities, the 6.50% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities, the sterling-denominated 7.875% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities, the U.S. dollar-denominated 7.875% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities and the 7.250% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities, for the time being outstanding and any other obligations of the Company which rank or are expressed to rank pari passu with any of such obligations.

No Set-off:		The waiver of set-off provisions set forth in Section 5.04(d) of the Indenture are applicable to the Securities.

Early Redemption at the Option of the Company:		The Securities shall be redeemable on May 7, 2027 pursuant to terms specified in Section 11.08 of the Indenture (the “Optional Redemption”).

Tax Redemption:		The Securities shall also be redeemable pursuant to the terms specified in Section 11.09 of the Indenture (the “Tax Redemption”).

A-3


Regulatory Event Redemption:		If there is a change in the regulatory classification of the Securities that occurs on or after the issue date of the Securities and that does, or would be likely to, result in the whole or any part of the outstanding aggregate principal amount of the Securities at any time being excluded from or ceasing to count towards, the Group’s Tier 2 Capital, the Company may, at its option, at any time, redeem the Securities, in whole but not in part, at an amount equal to 100% of their principal amount together with, accrued but unpaid interest, if any, on the principal amount of the Securities to be redeemed to (but excluding) the date fixed for redemption (the “Regulatory Event Redemption”). “Tier 2 Capital” means Tier 2 Capital for the purposes of the Capital Regulations (as defined in the Indenture).

Notice of Redemption:		The Optional Redemption, the Tax Redemption and the Regulatory Event Redemption are subject to the notice period and provisions set forth in Sections 11.02 and 11.04 of the Indenture.

Condition to Redemption:		The Optional Redemption, the Tax Redemption and the Regulatory Event Redemption are subject to the conditions set forth in Sections 11.10 and 11.11 of the Indenture.

A-4


Subsequent Repurchases:		The provisions of Section 11.12 of the Indenture are applicable to the Securities.

Additional Amounts and FATCA Withholding Tax:		The provisions of Section 10.04 of the Indenture are applicable to the Securities.

U.K. Bail-In Power Acknowledgment:		The provisions of section 13.01 of the Indenture are applicable to the Securities.

Regular Record Dates:		The Business Day immediately preceding each relevant Interest Payment Date (or, if the Securities are held in definitive form, the 15th Business Day preceding each relevant Interest Payment Date).

Denomination:		$200,000 and integral multiples of $1,000 in excess thereof.

Depositary:		The Depository Trust Company.

Initial Holder:		Cede & Co.

Currency of payment of principal, interest and Additional Amounts:		United States Dollars.

Corporate Trust Office:		The Bank of New York Mellon, acting through its London Branch One Canada Square London E14 5AL, United Kingdom.

A-5


Place of Payment and Paying Agent:		Corporate Trust Office of the Trustee, London, England. The Bank of New York Mellon, acting through its London Branch.

Section 3.07 of the Indenture:		Section 3.07 of the Indenture shall apply to the Securities.

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

Prospectus Supplement		The Securities have been offered initially by the Prospectus Supplement dated May 2, 2017.

Definitions:		All capitalized terms that are not defined herein shall have the meaning ascribed to such terms in the Indenture.

A-6

EXHIBIT A

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.

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (OR ANY SUCCESSOR CLEARING SYSTEM) (“DTC”), TO BARCLAYS PLC, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

This Security is one of a duly authorized issue of securities of the Company (as defined below) (herein called the “ Securities ” and each, a “ Security ”) issued and to be issued in one or more series under and governed by the Dated Subordinated Debt Securities Indenture, dated as of May 9, 2017 (the “ Indenture ”) and under an Officer’s Certificate pursuant to Sections 1.02, 3.01 and 3.03 of the Indenture, dated as of May 9, 2017 (the “ Officer’s Certificate ”).

The rights of the Holder and Beneficial Owner of this Security are, to the extent and in the manner set forth in Section 12.01 of the Indenture subordinated to the claims of other creditors of the Company, and this Security is issued subject to the provisions of that Section 12.01 and the Holder and Beneficial Owner of this Security, by accepting the same, agrees to and shall be bound by such provisions. Such provisions and the terms of this paragraph are governed by, and shall be construed in accordance with, English law. For purposes of this Security, the terms Parity Obligations and Junior Obligations shall have the meaning given to them in the Officer’s Certificate.

Notwithstanding any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of the Securities, by acquiring the Securities, each Holder and Beneficial Owner of the Securities acknowledges, accepts, agrees to be bound by and consents to the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority (as those terms are defined in the Indenture) and the provisions set forth in Section 13.01 of the Indenture.

In accordance with Section 14.01 of the Indenture, each Holder and Beneficial Owner of the Securities that acquires the Securities in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions set forth in the Securities 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 provisions contained in Section 5.03, Section 5.04(d), Section 12.01 and Section 13.01 of the Indenture.

Exhibit A-1

BARCLAYS PLC

$2,000,000,000 4.836% Fixed Rate Subordinated Notes due 2028


No. [●]		$[●]

CUSIP NO. 06738E AW5

ISIN NO. US06738EAW57

BARCLAYS PLC, a company duly incorporated and existing under the laws of England and Wales (herein called the “ Company ”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of US$[●] ([●]) on May 9, 2028 (the “ Maturity Date ”), except as otherwise provided herein, and to pay interest thereon, in accordance with the terms hereof. Interest shall accrue on this Security from May 9, 2017 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, and shall be paid semi-annually in arrear on May 9 and November 9 of each year (each, an “ Interest Payment Date ”), commencing on November 9, 2017 and ending on the Maturity Date, except as otherwise provided herein, at the rate of 4.836% per annum, until the principal hereof is paid or made available for payment.

If any scheduled Interest Payment Date 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 or Redemption Date or date of repayment is not a Business Day, the payment of interest and principal and/or any amount payable upon redemption of the Securities will be made on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after such Maturity Date or Redemption Date or date of repayment. If the Securities are redeemed, unless the Company defaults on payment of the Redemption Price, interest will cease to accrue on the Redemption Date on the Securities called for redemption.

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

The interest will be paid to the Person specified in Section 3.07 of the Indenture. No repayment of the principal amount of the Securities or payment of interest on the Securities shall become due and payable after the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority, unless such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom and the European Union applicable to the Company.

Payments of principal of and interest, if any, on the Securities shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts and such payments shall be made through one or more

Exhibit A-2

Paying Agents appointed under the Indenture to the Holder or Holders of this Security. Initially, the Paying Agent and the Dated Subordinated Debt Security Registrar for the Securities shall be The Bank of New York Mellon acting through its London Branch, One Canada Square, London E14 5AL, United Kingdom and the Place of Payment in respect of the Securities shall be the Corporate Trust Office of the Trustee, which as of the date hereof is the office or agency of the Trustee located at said address. The Company may change the Paying Agent or, subject to Section 3.01 of the Indenture, the Place of Payment without prior notice to the Holders of the Securities, and in such an event the Company may act as Paying Agent or Security Registrar. Payments of principal of and interest on the Securities shall be made by wire transfer of immediately available funds; provided , however , that in the case of payments of principal, this Security is first surrendered to the Paying Agent.

This Security shall be governed by and construed in accordance with the laws of the State of New York, except for the waiver of set-off provisions referenced herein and set forth in Section 5.04(d) of the Indenture and the subordination provisions referenced herein and set forth in Section 12.01 of the Indenture, which shall be governed by and construed in accordance with English law.

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 COVERED BY THE U.K. FINANCIAL SERVICES COMPENSATION SCHEME OR INSURED BY THE UNITED STATES FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OF THE UNITED STATES, THE UNITED KINGDOM OR ANY OTHER JURISDICTION.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

Exhibit A-3

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


Date: , 2017	BARCLAYS PLC

	By:
		Name:
		Title:

	By:
		Name:
		Title:

Trustee’s Certificate of Authentication

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


Date: , 2017	THE BANK OF NEW YORK MELLON, LONDON BRANCH

	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 ” and each, a “ Security ”) issued and to be issued in one or more series under and governed by the Dated Subordinated Debt Securities Indenture, dated as of May 9, 2017 (herein called the “ Indenture ”), between the Company and The Bank of New York Mellon acting through its London Branch, as Trustee (herein called the “ Trustee ,” which term includes any successor trustee under the Indenture) and under an Officer’s Certificate pursuant to Sections 1.02, 3.01 and 3.03 of the Indenture, dated as of May 9, 2017 (the “ Officer’s Certificate ”), and reference is hereby made to the Indenture and such Officer’s Certificate, the terms of which are incorporated herein by reference, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Insofar as the provisions of the Indenture and the Officer’s Certificate conflict with this Security, the Officer’s Certificate and the Indenture shall control for purposes of this Security.

This Security is one of the series designated on the face hereof, limited to an aggregate principal amount of US$2,000,000,000, which amount may be increased at the option of the Company if in the future it determines that it may wish to sell additional Securities of this series. References herein to “ this series ” mean the series designated on the face hereof.

For purposes of this Security:

“ Optional Redemption ” has the meaning set forth in the Officer’s Certificate;

“ Regulatory Event Redemption ” has the meaning set forth in the Officer’s Certificate;

“ Tax Redemption ” has the meaning set forth in the Officer’s Certificate.

The provisions set forth in Section 10.04 of the Indenture are applicable to this Security. In addition, the Company agrees, to the extent the Company has actual knowledge of such information, to provide the Paying Agent with sufficient information about any modification to the terms of the Securities for the purposes of determining whether FATCA Withholding Tax applies to any payment of principal or interest in the Securities.

Exhibit A-5

The Company may redeem the Securities pursuant to the Optional Redemption, the Regulatory Event Redemption and the Tax Redemption.

The Optional Redemption, the Regulatory Event Redemption and the Tax Redemption are subject to the notice period and provisions set forth in Sections 11.02 and 11.04 of the Indenture and to the conditions set forth in Sections 11.10 and 11.11 of the Indenture.

The Company may repurchase the Securities pursuant to Section 11.12 of the Indenture.

All authority conferred or agreed to be conferred by each Holder and Beneficial Owner pursuant to this Security, including the consents given by such Holder and Beneficial Owner, shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of such Holder and Beneficial Owner.

This Security is subject to the provisions regarding the U.K. Bail-in Power Acknowledgement set forth in Section 13.01 of the Indenture.

If a Winding-Up Event (as defined in the Indenture) occurs, subject to the subordination provisions of Section 12.01 of the Indenture, the principal amount of this Security, together with any accrued but unpaid interest thereon, shall become immediately due and payable, without the need of any further action on the part of the Trustee, the Holders or any other Person.

If a Non-Payment Event (as defined in the Indenture) occurs, the Trustee may, at its discretion, and without further notice to the Company, institute proceedings in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding-up of the Company and/or prove in a winding-up of the Company and/or claim in a liquidation or administration of the Company.

The Securities are also subject to the limitation of remedies provisions set forth in Section 5.03 and 5.04 of the Indenture, including the waiver of set-off provisions set forth in Section 5.04(d) of the Indenture, and all the remaining provisions set forth in Article V of the Indenture.

The Securities shall constitute the Company’s direct, unsecured and subordinated obligations ranking pari passu without any preference among themselves.

Exhibit A-6

The Securities are subject to the subordination provisions set forth in Section 12.01 of the Indenture and, for purposes of this Security, the terms Parity Obligations and Junior Obligations shall have the meaning given to them in the Officer’s Certificate.

The Indenture permits 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 as contemplated by Article 9 of the Indenture and the waiver provisions of Article 5.

To the extent required by the Trust Indenture Act, and subject to the subordination provisions set forth in Section 12.01 of the Indenture, but otherwise notwithstanding any other provision in this Security, the Holder of this Security shall have the right to receive (subject to Section 3.07 of the Indenture) payment of any principal of, and interest on, this Security on the Maturity Date (or, in the case of redemption, on or after the Redemption Date), and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder or holder.

This Security, and any other Securities of this series and of like tenor, are issuable only in registered form without coupons in initial denominations of $200,000 and increments of $1,000 thereafter. The denominations cannot be changed without the consent of the Trustee. The provisions on registration, transfer, or exchange, of the Securities set forth in Section 3.05 of the Indenture are applicable to the Securities.

Exhibit A-7

Exhibit 5.1

May 9, 2017

Barclays PLC,

1 Churchill Place,

London E14 5HP,

United Kingdom.

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933 (the “Act”) of $2,000,000,000 aggregate principal amount of 4.836% Fixed Rate Subordinated Notes due 2028 (the “Securities”) of Barclays PLC, a public limited company organized under the laws of England and Wales (the “Issuer”), issued in global form pursuant to the Dated Subordinated Debt Securities Indenture, dated as of May 9, 2017 (the “Indenture”), between the Issuer and The Bank of New York Mellon acting through its London Branch, as Trustee (the “Trustee”), we, as your United States counsel, have examined such corporate records, certificates and other documents, and such questions of United States federal and New York state law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that, in our opinion, the Securities constitute valid and legally binding obligations of the Issuer, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general

Barclays PLC

applicability relating to or affecting creditors’ rights and to general equity principles; provided , however , that we express no opinion with respect to Section 5.04(d) and Section 12.01 of the Indenture, each of which is expressly stated to be governed by English law.

The foregoing opinion is limited to the federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. In rendering the foregoing opinion, we have assumed, without independent verification, that (i) the Issuer has been duly organized and is an existing company under the laws of England and Wales and (ii) the Securities and the Indenture have been duly authorized, executed and delivered in accordance with the laws of England and Wales. We note that with respect to all matters of English law relevant to the validity and legality of the Securities as obligations of the Issuer, you are receiving the opinion, dated the date hereof, of Clifford Chance LLP.

In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in the Registration Statement on Form F-3 (File No. 333-216377) (the “Registration Statement”) or any related prospectus or other offering material regarding the Issuer or the Securities or their offering and sale.

We have relied as to certain factual matters on information obtained from public officials, officers of the Issuer and other sources believed by us to be responsible, and we have assumed, without independent verification, that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Securities conform to the

-2-

Barclays PLC

specimens examined by us, that the Trustee’s certificates of authentication of the Securities have been manually signed by one of the Trustee’s authorized officers, and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified.

We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 6-K to be incorporated by reference in the Registration Statement and the reference to us under the heading “Validity of Notes” in the Prospectus Supplement relating to the Securities, dated May 2, 2017. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ SULLIVAN & CROMWELL LLP

-3-

Exhibit 5.2

Clifford Chance LLP

10 Upper Bank Street

London

E14 5JJ

Tel +44 20 7006 1000

Fax +44 20 7006 5555

DX 149120 CANARY WHARF 3

www.cliffordchance.com

Barclays PLC

1 Churchill Place

London E14 5HP

Our ref: SS/70-40646531

Direct Dial: +44 207 006 2977

E-mail: simon.sinclair@cliffordchance.com

9 May 2017

Barclays PLC

$2,000,000,000 4.836% Fixed Rate Subordinated Notes due 2028

(the “Notes”)

We have acted as English legal advisers to Barclays PLC (the “ Issuer ”) in connection with the issue by the Issuer of the Notes under the Dated Subordinated Debt Securities Indenture entered into on 9 May 2017 (the “ Indenture ”) between the Issuer and The Bank of New York Mellon, London Branch as trustee (the “ Trustee ”).

1.	INTRODUCTION

1.1	Opinion Documents

This Opinion relates to the Notes.

1.2	Defined Terms

1.2.1

Terms defined or given a particular construction in the Indenture shall have the same meaning in this Opinion unless a contrary indication appears.

1.2.2

Headings in this Opinion are for ease of reference only and shall not affect its interpretation.

1.2.3

All references in this Opinion to paragraphs mean paragraphs in this Opinion.

1.3	Legal Review

In connection with the creation and issue of the Notes and the giving of this Opinion:

1.3.1

we have reviewed the documents referred to in Schedule 1 ( Documents ), any reference to such documents in this Opinion are to those documents as originally executed;

CLIFFORD CHANCE LLP IS A LIMITED LIABILITY PARTNERSHIP REGISTERED IN ENGLAND AND WALES UNDER NO. OC323571. THE FIRM’S REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS IS AT 10 UPPER BANK STREET LONDON E14 5JJ. THE FIRM USES THE WORD “PARTNER” TO REFER TO A MEMBER OF CLIFFORD CHANCE LLP OR AN EMPLOYEE OR CONSULTANT WITH EQUIVALENT STANDING AND QUALIFICATIONS. THE FIRM IS AUTHORISED AND REGULATED BY THE SOLICITORS REGULATION AUTHORITY.

CLIFFORD CHANCE LLP

1.3.2

we have not verified the facts or the reasonableness of any statements (including statements as to foreign law) contained in the Prospectus, save as expressly specified in paragraph 2.3;

1.3.3

we have not been responsible for ensuring that the Prospectus contains all material facts; and

1.3.4

we have not been responsible for ensuring that the Prospectus or the Form 6-K comply with the requirements of any competent authority.

1.4	Applicable Law

This Opinion is governed by English law, relates only to English law as applied by the English courts as at today’s date and does not extend to the laws of any other jurisdiction (save as described in paragraph 1.5). All non-contractual obligations and any other matters arising out of or in connection with this Opinion are governed by English law.

1.5	Taxation

We express no opinion on any taxation matter, and none is implied or may be inferred, save as expressly specified in paragraph 2.3. In respect of those tax matters this Opinion is confined to, and given on the basis of, English law, United Kingdom tax law and Her Majesty’s Revenue and Customs (“ HMRC ”) practice in force or applied in the United Kingdom as at today’s date.

1.6	Assumptions and Reservations

This Opinion is given on the basis of the assumptions set out in Schedule 2 ( Assumptions ) and is subject to the reservations set out in Schedule 3 ( Reservations ). This Opinion is strictly limited to the matters stated in paragraph 2 and does not extend to any other matters.

2.	OPINION

We are of the opinion that:

2.1	Authorisation

The issue of the Notes has been duly authorised by or on behalf of the Issuer.


		- 2 -

CLIFFORD CHANCE LLP

2.2	Subordination

Section 12.01 ( Subordination of Dated Subordinated Debt Securities - Status ) of the Indenture constitutes legal, valid, binding and enforceable obligations of the Issuer.

2.3	Taxation statements in the Base Prospectus

The statements in the Base Prospectus under the heading “United Kingdom Taxation of Dated Subordinated Debt Securities” are, insofar as they are relevant to the Notes, correct in all material respects.

3.	ADDRESSEES AND PURPOSE

3.1.1

The scope and content of this Opinion solely have regard to the interests of the Issuer in accordance with its instructions. This Opinion is provided in connection with the filing of the Form 6-K and is addressed to and is solely for the Issuer and it may not, without our prior written consent, be relied upon for any other purpose or be disclosed to or relied upon by any other person save as provided below.

3.1.2

We hereby consent to the filing of this opinion with the United States Securities and Exchange Commission (the “ SEC ”) as an exhibit to a Current Report on Form 6-K to be incorporated by reference into the Form F-3 Registration Statement filed with the SEC on 1 March 2017, and the reference to us under the headings “United Kingdom Taxation of Dated Subordinated Debt Securities”, “Service of Process and Enforcement of Liabilities” and “Validity of Securities” in the Base Prospectus and under the heading “Validity of Notes” in the Prospectus Supplement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the US Securities Act of 1933, as amended or the rules and regulations of the SEC thereunder.

/s/ CLIFFORD CHANCE LLP


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CLIFFORD CHANCE LLP

SCHEDULE 1

DOCUMENTS

(a)

The prospectus dated 1 March 2017 relating to, inter alia , the Notes (the “ Base Prospectus ”).

(b)

The prospectus supplement dated 2 May 2017 relating to the Notes (the “ Prospectus Supplement ” and, together with the Base Prospectus, the “ Prospectus ”).

(c)

The final form of the Form 6-K expected to be filed with the SEC on 9 May 2017 relating to the Notes (the “ Form 6-K ”).

(d)

A copy of the Indenture.

(e)

A copy of the Issuer’s officer’s certificate dated 9 May 2017, pursuant to sections 1.02, 3.01 and 3.03 of the Indenture relating to the Notes (including the form of global note).

(f)

A copy of the certificate of incorporation of the Issuer dated 20 July 1896.

(g)

A copy of the certificate of incorporation on re-registration of the Issuer dated 15 February 1982.

(h)

A copy of the certificate of incorporation on change of name of the Issuer dated 1 January 1985.

(i)

A copy of the articles of association of the Issuer as adopted by special resolution passed on 30 April 2010 and amended by special resolution passed on 25 April 2013, certified a true copy by Charles Curran.

(j)

A copy of extracts from the minutes of a meeting of the board of directors of the Issuer held on 15 December 2016, certified a true copy by Patrick Gonsalves.

(k)

A copy of the approvals of the Group Finance Director dated 21 February 2017, certified a true copy by Anita Erling.

(l)

A copy of the Authorised Officer confirmation dated 5 May 2017, certified a true copy by Anita Erling.


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CLIFFORD CHANCE LLP

SCHEDULE 2

ASSUMPTIONS

1.	ORIGINAL AND GENUINE DOCUMENTATION

(a)

All signatures (including electronic signatures), stamps and seals are genuine, all original documents are authentic, all deeds and counterparts were executed in single physical form and all copy documents supplied to us as photocopies or in portable document format (PDF) or other electronic form are genuine, accurate, complete and conform to the originals.

(b)

The copies of the certificate of incorporation, certificate of incorporation on change of name, certificate of re-registration and articles of association of the Issuer provided to us are accurate and complete as of the date of this Opinion.

2.	CORPORATE AUTHORITY

(a)

In resolving to create and issue the Notes the directors and the Group Finance Director of the Issuer acted in good faith to promote the success of the Issuer for the benefit of its members and in accordance with any other duty.

(b)

Each director of the Issuer has disclosed any interest which he or she may have in the issue of the Notes in accordance with the provisions of the Companies Act 2006 and the Issuer’s articles of association and none of the directors has any interest in the issue of the Notes except to the extent permitted by the Issuer’s articles of association.

(c)

The resolutions of the Issuer’s board of directors as set out in the extracts from the minutes referred to in Schedule 1 ( Documents ) were duly passed at a properly constituted and quorate meeting of duly appointed directors of the Issuer and have not been amended or rescinded and are in full force and effect.

(d)

The approval of the Group Finance Director and the confirmation of the Authorised Officer of the Issuer referred to in Schedule 1 ( Documents ) have not been amended or rescinded and are in full force and effect.


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CLIFFORD CHANCE LLP

(e)

The extracts from the minutes referred to in Schedule 1 ( Documents ) are true records of the proceedings at the meetings of the board of directors of the Issuer.

(f)

As at 9 May 2017, Miray Muminoglu held the position of Managing Director in the Capital Markets Execution team of Barclays Treasury, as at 9 May 2017, Stuart Frith held the position of Vice President in the Capital Markets Execution team of Barclays Treasury, as at 21 February 2017, Tushar Morzaria held the position of Group Finance Director of the Issuer and as at 5 May 2017, Miray Muminoglu held the position of Managing Director in the Capital Markets Execution team of Barclays Treasury.

(g)

The person, if other than the person whose signature it purports to be, who attached any electronic signature to any of the documents listed in Schedule 1 ( Documents ) on behalf of another person, had the authority of the latter person to do so.

(h)

Any power of attorney granted by the Issuer has not been revoked and is in full force and effect.

3.	CORPORATE CAPACITY OF THE PARTIES

4.	Each party to the Indenture has the capacity, power and authority to enter into and to exercise its rights and to perform its obligations under the Indenture.

5.	EXECUTION OF INDENTURE

Each party to the Indenture has duly executed and delivered the Indenture.

6.	OTHER DOCUMENTS

Save for those listed in Schedule 1 ( Documents ) there is no other agreement, instrument, other arrangement or relationship between any of the parties to the Indenture which modifies, supersedes or conflicts with the Indenture.

7.	TAX MATTERS

The Issuer is resident only in the United Kingdom for United Kingdom tax purposes.


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CLIFFORD CHANCE LLP

8.	CHOICE OF LAW

(a)

The obligations expressed to be assumed by the Issuer under the Indenture constitute the Issuer’s legal, valid, binding and enforceable obligations under the laws of the State of New York (other than Sections 5.04(d) and 12.01 of the Indenture) and words and phrases used in the Indenture have the same meaning and effect as they would if the Indenture was governed by English law.

(b)

The submission to the jurisdiction of any federal or state court in the Borough of Manhattan, The City of New York by the Issuer contained in the Indenture is legal, valid and binding under the laws of the State of New York.

(c)

The choice of the laws of the State of New York to govern the Indenture is a valid choice under the laws of the State of New York.


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CLIFFORD CHANCE LLP

SCHEDULE 3

RESERVATIONS

1.	ENFORCEABILITY OF CLAIMS

In this Opinion “ enforceable ” means that an obligation is of a type which the English courts may enforce. It does not mean that those obligations will be enforced in all circumstances in accordance with the terms of the Notes and the Indenture. In particular:

(a)

the opinion set out in paragraph 2.2 ( Subordination ) of this Opinion is subject to any limitations arising from (i) insolvency, liquidation, bankruptcy, administration, moratorium, reorganisation and similar laws, (ii) any reconstruction, arrangement or compromise and (iii) any other laws relating to or affecting the rights of creditors or any class of creditors;

(b)

the power of an English court to order specific performance of an obligation or any other equitable remedy is discretionary and, accordingly, an English court might make an award of damages where specific performance of an obligation or any other equitable remedy is sought;

(c)

where any person is vested with a discretion or may determine a matter in its opinion, that person may be required to exercise its discretion in good faith, reasonably and for a proper purpose, and to form its opinion in good faith and on reasonable grounds;

(d)

enforcement may be limited by the provisions of English law applicable to an agreement held to have been frustrated by events happening after its execution;

(e)

claims may become barred under the Limitation Act 1980 or the Foreign Limitation Periods Act 1984 or may be or become subject to a defence of set-off or counterclaim;

(f)

a party to a contract may be able to avoid its obligations under that contract (and may have other remedies) where it has been induced to enter into that contract by a misrepresentation or where there has been any bribe or other corrupt conduct and the English courts will generally not enforce an obligation if there has been fraud;

(g)

any provision to the effect that any calculation, determination or certification is to be conclusive and binding may not be effective if such calculation, determination or certification is fraudulent, arbitrary or manifestly incorrect and an English court may regard any certification, determination or calculation as no more than prima facie evidence;


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CLIFFORD CHANCE LLP

(h)

any provision in the Notes or the Indenture which confers, purports to confer or waives a right of set-off or similar right may be ineffective against a liquidator or creditor; and

(i)

this Opinion is subject to the effects of any United Nations, European Union or United Kingdom sanctions or other similar measures implemented or effective in the United Kingdom with respect to any party to the Indenture or to any transfer of, or payment in respect of, a Note which is, or is controlled by or otherwise connected with, a person resident in, incorporated in or constituted under the laws of, or carrying on business in a country to which any such sanctions or other similar measures apply, or is otherwise the target of any such sanctions or other similar measures.

2.	TAXATION STATEMENTS

The Opinion in paragraph 2.3 that certain statements are correct in all material respects is given with regard to the context in which those statements are made and takes into account the disclaimers and qualifications which are applied to those statements in the Prospectus.


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Exhibit 8.1

May 9, 2017

Barclays PLC,

1 Churchill Place,

London E14 5HP,

United Kingdom.

Ladies and Gentlemen:

We have acted as your United States tax counsel in connection with the registration under the Securities Act of 1933 (the “Act”) of $2,000,000,000 of 4.836% Fixed Rate Subordinated Notes due 2028 (the “2028 Notes”) of Barclays PLC, an English public limited company (the “Bank”). We hereby confirm to you that our opinion is as set forth under the caption “U.S. Federal Income Tax Considerations” in the prospectus supplement dated May 2, 2017 (the “Prospectus Supplement”) to the prospectus dated March 1, 2017, included in the Registration Statement on Form F-3 relating to the Notes.


Barclays PLC		-2-

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “U.S. Federal Income Tax Considerations” in the Prospectus Supplement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ SULLIVAN & CROMWELL LLP