BARCLAYS PLC, Issuer, THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Trustee and THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH as Senior Debt Security Registrar THIRTEENTH SUPPLEMENTAL INDENTURE Dated as of November 2, 2022 To the Senior Debt...

BARCLAYS PLC, Issuer, THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Trustee and THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH as Senior Debt Security Registrar THIRTEENTH SUPPLEMENTAL INDENTURE Dated as of November 2, 2022 To the Senior Debt...

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Exhibit 4.4

BARCLAYS PLC,

Issuer,

THE BANK OF NEW YORK MELLON, LONDON BRANCH,

as Trustee

and

XXX XXXX XX XXX XXXX XXXXXX XX/XX, XXXXXXXXXX BRANCH

as Senior Debt Security Registrar

THIRTEENTH SUPPLEMENTAL INDENTURE

Dated as of November 2, 2022

To the Senior Debt Securities Indenture, dated as of January 17, 2018,

Between Barclays PLC

and

The Bank of New York Mellon, London Branch, as Trustee

$1,500,000,000 Principal Amount of 7.325% Fixed Rate Resetting Senior Callable Notes due 2026

$1,500,000,000 Principal Amount of 7.385% Fixed Rate Resetting Senior Callable Notes due 2028

$2,000,000,000 Principal Amount of 7.437% Fixed Rate Resetting Senior Callable Notes due 2033

TABLE OF CONTENTS



Page
ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01	Definitions	2

SECTION 1.02	Effect of Headings	5

SECTION 1.03	Separability Clause	5

SECTION 1.04	Benefits of Instrument	5

SECTION 1.05	Relation to Base Indenture	5

SECTION 1.06	Construction and Interpretation	5

ARTICLE II

7.325% FIXED RATE RESETTING SENIOR CALLABLE NOTES DUE 2026 7.385% FIXED RATE RESETTING SENIOR CALLABLE NOTES DUE 2028 AND 7.437% FIXED RATE RESETTING SENIOR CALLABLE NOTES DUE 2033


SECTION 2.01	Creation of Series; Establishment of Form	6

SECTION 2.02	Interest	7

SECTION 2.03	Payment of Principal, Interest and Other Amounts	7

SECTION 2.04	Optional Redemption	8

SECTION 2.05	Loss Absorption Disqualification Event Redemption	10

SECTION 2.06	Notice of Redemption	10

SECTION 2.07	Acknowledgement with respect to Treatment of EEA BRRD Liabilities	10

SECTION 2.08	Acknowledgement with Respect to Treatment of BRRD Liabilities	12

ARTICLE III AMENDMENTS TO THE BASE INDENTURE
ARTICLE III AMENDMENTS TO THE BASE INDENTURE

SECTION 3.01	Amendments to the Base Indenture	12

ARTICLE IV MISCELLANEOUS PROVISIONS
ARTICLE IV MISCELLANEOUS PROVISIONS

SECTION 4.01	Effectiveness	14

SECTION 4.02	Original Issue	14

SECTION 4.03	Ratification and Integral Part	14

SECTION 4.04	Priority	14

SECTION 4.05	Not Responsible for Recitals or Issuance of Securities	15

SECTION 4.06	Successors and Assigns	15



SECTION 4.07	Counterparts	15

SECTION 4.08	Governing Law	15

ANNEX I – Interest Terms of the Securities		I-1

EXHIBIT A –	Form of 2026 Note Global Security	A-1

EXHIBIT B –	Form of 2028 Note Global Security	B-1

EXHIBIT C –	Form of 2033 Note Global Security	C-1

THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of November 2, 2022 (the “Thirteenth Supplemental Indenture”), among BARCLAYS PLC, a public limited company registered in England and Wales (herein called the “Company”), having its registered office at 0 Xxxxxxxxx Xxxxx, Xxxxxx X00 0XX, Xxxxxx Xxxxxxx, THE BANK OF NEW YORK MELLON, LONDON BRANCH, a New York banking corporation, as Trustee and Paying Agent (herein called the “Trustee”), having a Corporate Trust Office at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx, and XXX XXXX XX XXX XXXX XXXXXX XX/XX, XXXXXXXXXX BRANCH, as Senior Debt Security Registrar, having an office at 2-4 Rue Xxxxxx Xxxxxxx, Vertigo Building – Xxxxxxx, Xxxxxxxxxx, 0000, Xxxxxxxxxx, to the SENIOR DEBT SECURITIES INDENTURE, dated as of January 17, 2018, between the Company and the Trustee (as heretofore amended and supplemented, the “Base Indenture” and, together with this Thirteenth Supplemental Indenture, the “Indenture”).

RECITALS OF THE COMPANY

WHEREAS, the Company and the Trustee are parties to the Base Indenture, which provides for the issuance by the Company from time to time of its Senior Debt Securities in one or more series;

WHEREAS, Section 9.01 of the Base Indenture permits supplements thereto without the consent of Holders of Senior Debt Securities to establish the form or terms of Senior Debt Securities of any series as permitted by Sections 2.01 and 3.01 of the Base Indenture and to add to, change or eliminate any of the provisions of the Base Indenture with respect to Senior Debt Securities issued on or after the date hereof;

WHEREAS, as contemplated by Section 3.01 of the Base Indenture, the Company intends to issue three additional series of Senior Debt Securities, to be known as the Company’s “7.325% Fixed Rate Resetting Senior Callable Notes due 2026” (the “2026 Notes”), the Company’s “7.385% Fixed Rate Resetting Senior Callable Notes due 2028” (the “2028 Notes”) and the Company’s “7.437% Fixed Rate Resetting Senior Callable Notes due 2033” (the “2033 Notes” and, together with the 2026 Notes and the 2028 Notes, the “Securities”) under the Indenture;

WHEREAS, the Company and the Trustee desire to amend Section 12.01 of the Base Indenture with respect to Senior Debt Securities issued on or after the date hereof; and

WHEREAS, the Company has taken all necessary corporate action to authorize the execution and delivery of this Thirteenth Supplemental Indenture;

NOW, THEREFORE, THIS THIRTEENTH SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises and the other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Trustee and the Senior Debt Security Registrar mutually agree as follows with regard to the Securities:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01 Definitions. Except as otherwise expressly provided or unless the context otherwise requires, all terms used in this Thirteenth Supplemental Indenture that are defined in the Base Indenture shall have the meanings ascribed to them in the Base Indenture.

The following terms used in this Thirteenth Supplemental Indenture have the following respective meanings with respect to the Securities only:

“2026 Notes Par Redemption Date” means November 2, 2025.

“2028 Notes Par Redemption Date” means November 2, 2027.

“2033 Notes Par Redemption Date” means November 2, 2032.

“2026 Notes Stated Maturity” has the meaning set forth in Section 2.01(g) hereof.

“2028 Notes Stated Maturity” has the meaning set forth in Section 2.01(g) hereof.

“2033 Notes Stated Maturity” has the meaning set forth in Section 2.01(g) hereof.

“Bail-in Legislation” has the meaning set forth in Section 2.07 hereof.

“Base Indenture” has the meaning set forth in the first paragraph of this Thirteenth Supplemental Indenture.

“BRRD” has the meaning set forth in Section 2.07 hereof.

“BRRD Party” has the meaning set forth in Section 2.07 hereof.

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

“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 for 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 including, U.K. CRD.

“Company” has the meaning set forth in the first paragraph of this Thirteenth Supplemental Indenture, and includes any successor entity.

“Determination Agent” has the meaning set forth in Section 2.04 hereof.

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

“EEA Bail-in Power” has the meaning set forth in Section 2.07 hereof.

“EEA BRRD Liability” has the meaning set forth in Section 2.07 hereof.

“Thirteenth Supplemental Indenture” has the meaning set forth in the first paragraph of this Thirteenth Supplemental Indenture.

“EU Bail-in Legislation Schedule” has the meaning set forth in Section 2.07 hereof.

“EU CRD” means: (i) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investments firms, as amended before IP completion day; and (ii) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, as amended before IP completion day.

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

“Indenture” has the meaning set forth in the first paragraph of this Thirteenth Supplemental Indenture.

“Interest Payment Date” has the meaning set forth in Annex I hereto.

“IP completion day” has the meaning given in the U.K. European Union (Withdrawal Agreement) Xxx 0000.

“Issue Date” has the meaning set forth in Section 2.01(f) hereof.

“Loss Absorption Disqualification Event” means, in respect of any series of Securities, the whole or any part of the principal amount of the Securities Outstanding of such series at any time being excluded from or ceasing to count towards the Company’s and/or the Group’s own funds and eligible liabilities and/or loss absorbing capacity, in each case for the purposes of, and in accordance with, the relevant Capital Regulations, provided that a Loss Absorption Disqualification Event shall not occur if such whole or part of the principal amount of the Securities Outstanding of such series is excluded from, or ceases to count towards, such own funds and eligible liabilities and/or loss absorbing capacity due to the remaining maturity of the Securities of such series being less than the period prescribed by the relevant Capital Regulations.

“Loss Absorption Regulations Event” means that (i) any Capital Regulations become effective with respect to the Company and/or the Group or (ii) there is an amendment to, or change in, any Capital Regulation, or any change in the official application of any Capital Regulation, which becomes effective with respect to the Company and/or the Group.

“Make-Whole Redemption” has the meaning set forth in Section 2.04 hereof.

“Optional Redemption Comparable Treasury Issue” has the meaning set forth in Section 2.04 hereof.

“Optional Redemption Comparable Treasury Price” has the meaning set forth in Section 2.04 hereof.

“Optional Redemption Reference Treasury Dealer” has the meaning set forth in Section 2.04 hereof.

“Optional Redemption Reference Treasury Dealer Quotations” has the meaning set forth in Section 2.04 hereof.

“Optional Redemption Treasury Rate” has the meaning set forth in Section 2.04 hereof.

“Par Redemption” has the meaning set forth in Section 2.04 hereof.

“Par Redemption Date” means each of the 2026 Notes Par Redemption Date, the 2028 Notes Par Redemption Date and the 2033 Notes Par Redemption Date for the 2026 Notes, the 2028 Notes and the 2033 Notes, respectively.

“Regular Record Date” means the close of business on the Business Day immediately preceding each Interest Payment Date (or, if the Securities of the applicable series are held in definitive form, the close of business on the 15^th Business Day preceding each applicable Interest Payment Date).

“Relevant EEA Resolution Authority” has the meaning set forth in Section 2.07 hereof.

“Securities” has the meaning set forth in the Recitals to this Thirteenth Supplemental Indenture.

“Stated Maturity” has the meaning set forth in Section 2.01(g) hereof.

“Trustee” has the meaning set forth in the first paragraph of this Thirteenth Supplemental Indenture, and includes any successor entity.

“U.K. CRD” means the legislative package consisting of:

(i) the U.K. CRD Regulation;

(ii) the law of the United Kingdom or any part of it (as amended or replaced in accordance with domestic law from time to time), which immediately before IP completion day implemented Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and its implementing measures, such Directive as amended before IP completion day; and

(iii) direct EU legislation (as defined in the Withdrawal Act), which immediately before IP completion day implemented EU CRD as it forms part of domestic law of the United Kingdom by virtue of the Withdrawal Act and as the same may be amended or replaced in accordance with domestic law from time to time.

“U.K. CRD Regulation” means Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investments firms, as amended before IP completion day, as it forms part of domestic law of the United Kingdom by virtue of the Withdrawal Act and as the same may be further amended or replaced in accordance with domestic law from time to time.

“Withdrawal Act” means the United Kingdom European Union (Withdrawal) Xxx 0000, as amended.

SECTION 1.02 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 1.03 Separability Clause. In case any provision in this Thirteenth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.04 Benefits of Instrument. Nothing in this Thirteenth Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under the Indenture.

SECTION 1.05 Relation to Base Indenture. This Thirteenth Supplemental Indenture constitutes an integral part of the Indenture. Except for the provisions set out in Article III, all provisions of this Thirteenth Supplemental Indenture are expressly and solely for the benefit of the Holders of the relevant Securities as they apply to such series of Securities and the Trustee and any such provisions shall not be deemed to apply to any other Senior Debt Securities issued under the Base Indenture and shall not be deemed to amend, modify or supplement the Base Indenture for any purpose other than with respect to the Securities. The provisions set out in Article III apply to Senior Debt Securities authenticated, delivered and issued on or after the date of this Thirteenth Supplemental Indenture.

SECTION 1.06 Construction and Interpretation. Unless the context otherwise requires:

(a) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Thirteenth Supplemental Indenture, refer to this Thirteenth Supplemental Indenture as a whole and not to any particular provision of this Thirteenth Supplemental Indenture;

(b) the terms defined in the singular have a comparable meaning when used in the plural, and vice versa;

(d) references herein to a specific Section, Article or Exhibit refer to Sections or Articles of, or an Exhibit to, this Thirteenth Supplemental Indenture;

(e) wherever the words “include,” “includes” or “including” are used in this Thirteenth Supplemental Indenture, they shall be deemed to be followed by the words “without limitation;”

(f) references to a Person are also to its successors and permitted assigns; and

(g) the use of “or” is not intended to be exclusive unless expressly indicated otherwise.

ARTICLE II

7.325% FIXED RATE RESETTING SENIOR CALLABLE NOTES DUE 2026

7.385% FIXED RATE RESETTING SENIOR CALLABLE NOTES DUE 2028

AND

7.437% FIXED RATE RESETTING SENIOR CALLABLE NOTES DUE 2033

SECTION 2.01 Creation of Series; Establishment of Form.

(a) There is hereby established three additional series of Senior Debt Securities under the Base Indenture entitled the “7.325% Fixed Rate Resetting Senior Callable Notes due 2026”, the “7.385% Fixed Rate Resetting Senior Callable Notes due 2028” and the “7.437% Fixed Rate Resetting Senior Callable Notes due 2033”.

(b) Each series of the Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and issued in substantially the forms attached hereto as Exhibit A, Exhibit B and Exhibit C.

(c) The Company shall issue the 2026 Notes in an aggregate principal amount of $1,500,000,000. The Company shall issue the 2028 Notes in an aggregate principal amount of $1,500,000,000. The Company shall issue the 2033 Notes in an aggregate principal amount of $2,000,000,000. The Company may from time to time, without the consent of the Holders of the Securities of any series, issue additional securities of any series having the same ranking and same interest rate, Stated Maturity, redemption terms and other terms as the Securities of such series described in this Thirteenth Supplemental Indenture, except for the price to the public and Issue Date. Any such additional securities subsequently issued shall rank equally and ratably with the Securities of such series in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.

(d) Any proposed transfer of an interest in Securities held in the form of a Global Security shall be effected through the book-entry system maintained by DTC.

(e) The Securities shall not have a sinking fund.

(f) The Securities shall be issued on November 2, 2022 (the “Issue Date”).

(g) The stated maturity of the principal of the 2026 Notes shall be November 2, 2026 (the “2026 Notes Stated Maturity”), the stated maturity of the principal of the 2028 Notes shall be November 2, 2028 (the “2028 Notes Stated Maturity”) and the stated maturity of the principal of the 2033 Notes shall be November 2, 2033 (the “2033 Notes Stated Maturity” and each of the 2026 Notes Stated Maturity, the 2028 Notes Stated Maturity and the 2033 Notes Stated Maturity, a “Stated Maturity”).

(h) The Securities of each series shall be redeemable prior to their Stated Maturity in accordance with Section 2.04 or Section 2.05 hereof.

(i) The Securities shall be issued in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof.

(j) Section 11.09 of the Base Indenture shall apply to each series of the Securities, separately.

(k) Each series of the Securities shall constitute the Company’s direct, unconditional, unsecured and unsubordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration of the Company, the Securities shall rank pari passu with all other outstanding unsecured and unsubordinated obligations of the Company, present and future, except such obligations as are preferred by operation of law.

SECTION 2.02 Interest.

(a) The interest rate on the 2026 Notes, the 2028 Notes and the 2033 Notes, respectively, shall be, or shall be determined, as set forth in Annex I hereto.

(b) The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in the Indenture, be paid to the Person in whose name the relevant Security (or any Predecessor Senior Debt Security) is registered at the close of business on the Regular Record Date for such interest.

SECTION 2.03 Payment of Principal, Interest and Other Amounts.

(a) Payments of principal of and interest 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 on Securities represented by a Global Security shall be made through one or more Paying Agents appointed under the Base Indenture to DTC or its nominee, as the Holder or Holders of the Global Security. Initially, the Paying Agent for the Securities shall be The Bank of New York Mellon, London Branch, 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx 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 hereby designated for purposes of the Securities initially as the office or agency of the Trustee located at said address. Initially, the Senior Debt Security Registrar for the Securities shall be Xxx Xxxx xx Xxx Xxxx Xxxxxx XX/XX, Xxxxxxxxxx Branch, 2-4 Rue Xxxxxx Xxxxxxx, Vertigo Building – Xxxxxxx, Xxxxxxxxxx, 0000, Xxxxxxxxxx (which location shall also be a Place of Payment for purposes of Section 3.05(a) of the Base Indenture). The Company at any time and from time to time may change the Paying Agent or, subject to Section 9.01 of the Base Indenture, the Place of Payment, and the Senior Debt Security Registrar without prior notice to the Holders of the Securities, and in such an event the Company may

act as Paying Agent or Senior Debt Security Registrar, in each case, for any series of the Securities. Payments of principal of and interest on the Securities represented by a Global Security shall be made by wire transfer of immediately available funds; provided, however, that in the case of payments of principal, such Global Security is first surrendered to the Paying Agent. If a date of redemption or repayment or the relevant Stated Maturity is not a Business Day, the Company may pay interest and principal and/or any amount payable upon redemption or repayment of the relevant Securities on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the date of redemption or repayment or such Stated Maturity.

SECTION 2.04 Optional Redemption. Subject to the notice period and provisions set forth in Sections 11.02 and 11.04 of the Base Indenture, and to the conditions set forth in Section 11.10 of the Base Indenture, the Company may redeem, at its option (A) any series of the Securities at any time outstanding, in whole or in part of such series, at any time on or after May 2, 2023 (six months following the Issue Date and, if any additional Securities of any series are issued after the Issue Date, except, in the case of such series, for the period of six months beginning on the issue date for any such additional Securities of the applicable series) to (but excluding) the applicable Par Redemption Date, at an amount equal to the higher of (i) 100% of the principal amount of the Securities to be redeemed and (ii) as determined by the Determination Agent, the sum of the present values of the principal (discounted from the applicable Par Redemption Date) and remaining payments of interest to be made on any scheduled Interest Payment Date to the applicable Par Redemption Date for the Securities of such series to be redeemed (not including accrued but unpaid interest, if any, on the principal amount of the Securities of such series) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Optional Redemption Treasury Rate plus (x) 50 basis points in the case of the 2026 Notes, (y) 50 basis points in the case of the 2028 Notes, and (z) 50 basis points in the case of the 2033 Notes, together with, in either case of (i) or (ii) above, accrued but unpaid interest, if any, on the principal amount of the Securities to be redeemed to (but excluding) the Redemption Date (the “Make-Whole Redemption”) and/or (B) any series of the Securities then outstanding, in whole but not in part of such series, on the applicable Par Redemption Date, 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 Redemption Date (the “Par Redemption”).

“Optional Redemption Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to: (1) the yield, under the heading which represents the average for the week immediately prior to the calculation date, appearing in the most recently published statistical release designated “H.15,” or any successor publication that is published by the Board of Governors of the Federal Reserve System that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity, under the caption “Treasury constant maturities,” for the maturity most closely corresponding to the Par Redemption Date of the Securities to be redeemed (if no maturity is within three months before or after the Par Redemption Date of the Securities to be redeemed, yields for the two published maturities most closely corresponding to the Optional Redemption Comparable Treasury Issue shall be determined and the Optional Redemption Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month); or (2) if such release (or any successor release) is not published during the week immediately prior to the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Optional Redemption Comparable Treasury Issue, calculated using a

price for the Optional Redemption Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Optional Redemption Comparable Treasury Price for such Redemption Date; provided that, if the period from the Redemption Date to the applicable Par Redemption Date is less than one year, the weekly average yield on actually traded U.S. Treasury securities adjusted to a constant maturity of one year will be used.

The Optional Redemption Treasury Rate shall be calculated by the Determination Agent on the third Business Day preceding such Redemption Date.

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

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

“Optional Redemption Comparable Treasury Price” means, with respect to any Redemption Date, (i) the arithmetic average of the Optional Redemption Reference Treasury Dealer Quotations for such Redemption Date (calculated on the third Business Day preceding such Redemption Date), after excluding the highest and lowest such Optional Redemption Reference Treasury Dealer Quotations, or (ii) if fewer than five such Optional Redemption Reference Treasury Dealer Quotations are received, the arithmetic average of all such quotations, or (iii) if fewer than two such Optional Redemption Reference Treasury Dealer Quotations are received, then such Optional Redemption Reference Treasury Dealer Quotation.

“Determination Agent” means an investment bank or financial institution of international standing selected by the Company and which may be an affiliate of the Company.

“Optional Redemption Reference Treasury Dealer” means, with respect to the Redemption Date, each of up to five banks selected by the Company (following, where practicable, consultation with the Determination Agent, if applicable), or the affiliates of such banks, which are (i) primary U.S. government securities dealers, and their respective successors, or (ii) market makers in pricing corporate bond issues.

“Optional Redemption Reference Treasury Dealer Quotations” means, with respect to each Optional Redemption Reference Treasury Dealer and any Redemption Date, the arithmetic average, as determined by the Determination Agent, of the bid and offered prices (as quoted to the Determination Agent by such Optional Redemption Reference Treasury Dealer) for the applicable Optional Redemption Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) at 11:00 a.m., New York time, on the third Business Day preceding such Redemption Date.

Unless the Company defaults on payment of the Redemption Price, interest will cease to accrue on the Redemption Date on the Securities or portions thereof called for redemption. The Trustee has no responsibility for any calculation or determination in respect of the establishment of the Make-Whole Redemption price and shall be entitled to receive and rely conclusively upon an Officer’s Certificate executed in accordance with the Base Indenture that states the Make-Whole Redemption price.

SECTION 2.05 Loss Absorption Disqualification Event Redemption. If a Loss Absorption Regulations Event occurs on or after the Issue Date that does, or would be likely to (in the opinion of the Company, the PRA or the Relevant U.K. Resolution Authority), result in a Loss Absorption Disqualification Event with respect to any series of the Securities, the Company may, at the Company’s option, at any time, redeem the Securities of such series, in whole of such series but not in part of such series, at a Redemption Price equal to 100% of the principal amount of the Securities being redeemed together with accrued but unpaid interest, if any, on the principal amount of the Securities to be redeemed to (but excluding) the relevant Redemption Date. For the avoidance of doubt, except as otherwise set forth in this Thirteenth Supplemental Indenture, Article 11 of the Base Indenture shall apply to any redemption of Securities pursuant to this Section 2.05 in respect of each series of the Securities, separately.

SECTION 2.06 Notice of Redemption.

(a) Before the Company may redeem the Securities of any series pursuant to Section 2.04 or Section 2.05 hereof or pursuant to Section 11.09 of the Base Indenture, the Company shall deliver via DTC or the relevant clearing system(s) (or, if the Securities of such series are definitive Securities, to the Holders at their addresses shown on the register for such Securities) prior notice of not less than fifteen (15) days, nor more than sixty (60) days, to the Holders of such Securities. The Company shall deliver written notice of such redemption of the Securities of such series to the Trustee at least five (5) Business Days prior to the date on which the relevant notice of redemption is sent to Holders (unless a shorter notice period shall be satisfactory to the Trustee). Such notice shall specify the Company’s election to redeem the Securities of such series and the date fixed for such redemption and shall be irrevocable except in the limited circumstances described in paragraphs (b) below.

(b) If the Company has delivered a notice of redemption pursuant to paragraph (a) of this Section 2.06, but prior to the payment of the redemption amount with respect to such redemption the Relevant U.K. Resolution Authority exercises its U.K. Bail-in Power with respect to the Securities of the series to be redeemed, such redemption notice shall be automatically rescinded and shall be of no force and effect, and no payment in respect of the redemption amount shall be due and payable.

(c) If any event specified in paragraph (b) above occurs, the Company shall promptly deliver notice to the Holders of such Securities via DTC or the relevant clearing system(s) (or, if the Securities of such series are definitive Securities, to the Holders at their addresses shown on the shown on the register for the Securities of such series) and to the Trustee directly, specifying the occurrence of the relevant event.

SECTION 2.07 Acknowledgement with respect to Treatment of EEA BRRD Liabilities. Notwithstanding and to the exclusion of any other term of the Indenture, this Thirteenth Supplemental Indenture or any other agreements, arrangements, or understanding between the BRRD Party, on the one hand, and the Company, on the other hand, the Company acknowledges and accepts that an EEA BRRD Liability arising under the Indenture and this Thirteenth Supplemental Indenture may be subject to the exercise of EEA Bail-in Powers by the Relevant EEA Resolution Authority, and acknowledges, accepts, and agrees to be bound by:

(a) the effect of the exercise of EEA Bail-in Powers by the Relevant EEA Resolution Authority in relation to any EEA BRRD Liability 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 EEA BRRD Liability or outstanding amounts due thereon;

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

(iii) the cancellation of the EEA 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 the Indenture or this Thirteenth Supplemental Indenture, as deemed necessary by the Relevant EEA Resolution Authority, to give effect to the exercise of EEA Bail-in Powers by the Relevant EEA Resolution Authority in respect of the BRRD Party.

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.

“BRRD” means EU Directive 2014/59/EU of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms of May 15, 2014, as amended or replaced from time to time (including as amended by Directive (EU) 2019/879 of the European Parliament and of the Council of May 20, 2019).

“BRRD Party” means The Bank of New York Xxxxxx XX/NV, Luxembourg Branch, solely and exclusively in its role as Senior Debt Security Registrar under the Indenture and this Thirteenth Supplemental Indenture. For the avoidance of doubt, The Bank of New York Mellon, London Branch, as Trustee and Paying Agent and in any other capacity under the Indenture or this Thirteenth Supplemental Indenture is not a BRRD Party under the Indenture or this Thirteenth Supplemental Indenture.

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

“EEA BRRD Liability” means a liability of the BRRD Party to the Company under the Indenture or this Thirteenth Supplemental Indenture, if any, in respect of which the EEA Bail-in Power may be exercised.

“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 xxxx://xxx.xxx.xx.xxx.

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

SECTION 2.08 Acknowledgement with Respect to Treatment of BRRD Liabilities. Any references to the “Trustee” in Article 12.02 of the Base Indenture shall be deemed to refer to the Trustee and Xxx Xxxx xx Xxx Xxxx Xxxxxx XX/XX, Xxxxxxxxxx Branch.

ARTICLE III

AMENDMENTS TO THE BASE INDENTURE

SECTION 3.01 Amendments to the Base Indenture. Section 12.01 of the Base Indenture is hereby amended and restated in its entirety to read as follows:

(a)

“Notwithstanding and to the exclusion of any other term of the Senior Debt Securities or any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of the Senior Debt Securities, by acquiring any Senior Debt Securities, each Holder and Beneficial Owner of the Senior 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 Senior Debt Securities; (ii) the conversion of all, or a portion of, the principal amount of, or interest on, the Senior 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 Senior Debt Securities such shares, securities or obligations); (iii) the cancellation of the Senior Debt Securities; and/or (iv) the amendment or alteration of the maturity, if any, of the Senior Debt Securities, or amendment of the amount of interest due on the Senior 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 Senior 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 and agrees that the rights of Holders and Beneficial Owners of the Senior 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 Senior 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 Senior Debt Securities, each Holder and Beneficial Owner:

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 Senior 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 Senior 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 Senior Debt Securities under Section 5.12 of this Senior Debt Securities Indenture and (b) this Senior 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 Senior Debt Securities, the Senior 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 Senior Debt Securities), then the Trustee’s duties under this Senior Debt Securities Indenture shall remain applicable with respect to the Senior Debt Securities following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture to this Senior 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 Senior Debt Securities and (b) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Senior 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 Senior 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 Senior Debt Securities or payment of interest on the Senior 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 Senior 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. Any delay or failure by the Company in delivering any notice referred to in this paragraph shall not affect the validity and enforceability of the U.K. Bail-in Power.

(e)

The Company’s obligations to indemnify the Trustee in accordance with Section 6.07 of this Senior 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 Senior Debt Securities, but shall be subject to Section 12.02 below.

(f)

The exercise of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority with respect to the Senior Debt Securities shall not constitute an Event of Default.”

ARTICLE IV

MISCELLANEOUS PROVISIONS

SECTION 4.01 Effectiveness. This Thirteenth Supplemental Indenture shall become effective upon its execution and delivery.

SECTION 4.02 Original Issue. The Securities may, upon execution of this Thirteenth Supplemental Indenture, be executed by the Company and delivered by the Company to the Trustee for authentication, and the Trustee shall, upon a Company Order, authenticate and deliver such Securities as in such Company Order provided.

SECTION 4.03 Ratification and Integral Part. The Base Indenture as supplemented by this Thirteenth Supplemental Indenture, is in all respects ratified and confirmed, including without limitation all the rights, immunities and indemnities of the Trustee, and this Thirteenth Supplemental Indenture shall be deemed an integral part of the Base Indenture in the manner and to the extent herein and therein provided.

SECTION 4.04 Priority. This Thirteenth Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. The provisions of this Thirteenth Supplemental Indenture shall, with respect to the Securities and subject to the terms hereof, supersede the provisions of the Base Indenture to the extent the Base Indenture is inconsistent herewith.

SECTION 4.05 Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the Trustee’s certificate 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 Thirteenth Supplemental Indenture or of the Securities, except that the Trustee represents and warrants that it has duly authorized, executed and delivered this Thirteenth Supplemental Indenture. Neither the Trustee nor any authenticating agent shall be accountable for the use or application by the Company of the Securities or the proceeds thereof.

SECTION 4.06 Successors and Assigns. All covenants and agreements in the Base Indenture, as supplemented and amended by this Thirteenth Supplemental Indenture, by the Company shall bind its successors and assigns, whether so expressed or not.

SECTION 4.07 Counterparts. This Thirteenth Supplemental Indenture may be executed manually, by facsimile or by electronic signature in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 4.08 Governing Law. This Thirteenth Supplemental Indenture and the Securities 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 5.01(h) of the Base Indenture, which shall be governed by and construed in accordance with English law.

{Signature Page Follows}

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


BARCLAYS PLC

By:		/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: Director, Capital Markets Execution

THE BANK OF NEW YORK MELLON, LONDON
BRANCH, AS TRUSTEE AND PAYING AGENT

By:		/s/ Xxxxxxx Xxx
		Name: Xxxxxxx Xxx
		Title: Authorised Signatory

XXX XXXX XX XXX XXXX XXXXXX XX/XX,
XXXXXXXXXX BRANCH, AS SENIOR DEBT
SECURITY REGISTRAR

By:		/s/ Xxxxxxx Xxx
		Name: Xxxxxxx Xxx
		Title: Authorised Signatory

[Signature Page to Thirteenth Supplemental Indenture]

ANNEX I

Interest Terms of the Securities

Interest Terms of the 2026 Notes


2026 Notes Interest Rate:		From (and including) the Issue Date to (but excluding) the 2026 Notes Reset Date, the 2026 Notes will bear interest at a rate of 7.325% per annum. From (and including) the 2026 Notes Reset Date to (but excluding) November 2, 2026 (the “2026 Notes Reset Period”), the applicable per annum interest rate (the “2026 Notes Subsequent Interest Rate”) will be equal to the sum, as determined by the Calculation Agent, of the then-prevailing U.S. Treasury Rate (such term subject to the provisions described below) on the applicable Reset Determination Date, plus 3.05%.

2026 Notes Interest Payment Dates:		Semi-annually in arrear on May 2 and November 2 in each year, commencing on May 2, 2023 (each, a “2026 Notes Interest Payment Date”). If any scheduled 2026 Notes Interest Payment Date would fall on a day that is not a Business Day, the Company will pay interest on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled 2026 Notes Interest Payment Date.

2026 Notes Reset Date:		November 2, 2025 (the “2026 Notes Reset Date”).

Interest Terms of the 2028 Notes


2028 Notes Interest Rate:		From (and including) the Issue Date to (but excluding) the 2028 Notes Reset Date, the 2028 Notes will bear interest at a rate of 7.385% per annum. From (and including) the 2028 Notes Reset Date to (but excluding) November 2, 2028 (the “2028 Notes Reset Period”), the applicable per annum interest rate (the “2028 Notes Subsequent Interest Rate”) will be equal to the sum, as determined by the Calculation Agent, of the then-prevailing U.S. Treasury Rate (such term subject to the provisions described below) on the applicable Reset Determination Date, plus 3.30%.

2028 Notes Interest Payment Dates:		Semi-annually in arrear on May 2 and November 2 in each year, commencing on May 2, 2023 (each, a “2028 Notes Interest Payment Date”). If any scheduled 2028 Notes Interest Payment Date would fall on a day that is not a Business Day, the Company will pay interest on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled 2028 Notes Interest Payment Date.



2028 Notes Reset Date:		November 2, 2027 (the “2028 Notes Reset Date”).

Interest Terms of the 2033 Notes

2033 Notes Interest Rate:		From (and including) the Issue Date to (but excluding) the 2033 Notes Reset Date, the 2033 Notes will bear interest at a rate of 7.437% per annum. From (and including) the 2033 Notes Reset Date to (but excluding) November 2, 2033 (the “2033 Notes Reset Period” and each of the 2026 Notes Reset Period, the 2028 Notes Reset Period and the 2033 Notes Reset Period, a “Reset Period”), the applicable per annum interest rate (the “2033 Notes Subsequent Interest Rate” and each of the 2026 Notes Subsequent Interest Rate, the 2028 Notes Subsequent Interest Rate and the 2033 Notes Subsequent Interest Rate, a “Subsequent Interest Rate”) will be equal to the sum, as determined by the Calculation Agent, of the then-prevailing U.S. Treasury Rate (such term subject to the provisions described below) on the applicable Reset Determination Date, plus 3.50%.

2033 Notes Interest Payment Dates:		Semi-annually in arrear on May 2 and November 2 in each year, commencing on May 2, 2023 (each, a “2033 Notes Interest Payment Date” and, together with each 2026 Notes Interest Payment Date, each 2028 Notes Interest Payment Date and each 2033 Notes Interest Payment Date, each an “Interest Payment Date”). If any scheduled 2033 Notes Interest Payment Date would fall on a day that is not a Business Day, the Company will pay interest on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled 2033 Notes Interest Payment Date.

2033 Notes Reset Date:		November 2, 2032 (the “2033 Notes Reset Date” and each of the 2026 Notes Reset Date, the 2028 Notes Reset Date and the 2033 Notes Reset Date, a “Reset Date”).

Interest Terms Common to the Securities The following shall apply to the terms of each series of Securities separately on a series by series basis:

Calculation Agent:		The Bank of New York Mellon, London Branch, or its successor appointed by the Company.

Calculation of U.S. Treasury Rate:

The Calculation Agent will determine the Subsequent Interest Rate for the Securities by reference to the then-prevailing U.S. Treasury Rate, on the Reset Determination Date. Promptly upon such determination, the Calculation Agent will notify the Company and the Trustee (if the Calculation Agent is not the Trustee) of the Subsequent Interest Rate. All determinations and any calculations made by the Calculation Agent for the purposes of calculating the Subsequent Interest Rate (or component thereof) shall be conclusive and binding on the holders of the Securities, the Company and the Trustee, absent manifest error. The Calculation Agent shall not be responsible to the Company, holders of the Securities or any third party for any failure of any Reference Treasury Dealer to provide quotations as requested of them or as a result of the Calculation Agent having acted on any quotation or other information given by any Reference Treasury Dealer which subsequently may be found to be incorrect or inaccurate in any way.

“U.S. Treasury Rate” means, with respect to the Reset Period, the rate per annum equal to: (1) the yield, under the heading which represents the average for the week immediately prior to the Reset Determination Date, appearing in the most recently published statistical release designated “H.15,” or any successor publication that is published by the Board of Governors of the Federal Reserve System that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity, under the caption “Treasury constant maturities,” for the maturity of one year; or (2) if such release (or any successor release) is not published during the week immediately prior to the Reset Determination Date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for the Reset Determination Date.

If the U.S. Treasury Rate cannot be determined, for whatever reason, as described under (1) or (2) above, “U.S. Treasury Rate” means the rate in percentage per annum as notified by the Calculation Agent to the Company equal to the yield on U.S. Treasury securities having a maturity of one year as set forth in the most recently published statistical release designated “H.15” under the caption “Treasury constant maturities” (or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury constant maturities” for the maturity of one year) at 5:00 p.m. (New York City time) on the last available date preceding the Reset Determination Date on which such rate was set forth in such release (or any successor release).

“Comparable Treasury Issue” means, with respect to the Reset Period, the U.S. Treasury security or securities selected by the Company with a maturity date on or about the last day of the Reset Period and that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars and having a maturity of one year.


		“Comparable Treasury Price” means, with respect to the Reset Determination Date, (i) the arithmetic average of the Reference Treasury Dealer Quotations for the Reset Determination Date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, (ii) if fewer than five such Reference Treasury Dealer Quotations are received, the arithmetic average of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations are received, then such Reference Treasury Dealer Quotation. “Reference Treasury Dealer” means, with respect to the Reset Determination Date, each of up to five banks selected by the Company, or the affiliates of such banks, which are (i) primary U.S. Treasury securities dealers, and their respective successors, or (ii) market makers in pricing corporate bond issues denominated in U.S dollars. “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and the Reset Determination Date, the arithmetic average, as determined by the Calculation Agent, of the bid and offered prices (such prices being obtained by the Company and furnished to the Calculation Agent) for the applicable Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, at 11:00 a.m. (New York City time) on the Reset Determination Date.

Day Count:		30/360, Following, Unadjusted.

Reset Determination Date:		The second Business Day immediately preceding the applicable Reset Date.

EXHIBIT A

Form of 2026 Note Global Security

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

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

This Security is one of a duly authorized issue of securities of the Company (as defined below) (herein called the “Securities” and each, a “Security”) issued and to be issued in one or more series under and governed by the Senior Debt Securities Indenture, dated as of January 17, 2018 (as heretofore amended and supplemented, the “Base Indenture”), as amended and supplemented by the Thirteenth Supplemental Indenture, dated as of November 2, 2022 (the “Thirteenth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

Notwithstanding and to the exclusion of any other term of the Securities or any other agreements, arrangements or understandings between the Company and any Holder or Beneficial Owner of the Securities or the Trustee on behalf of the Holders, 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 Base Indenture) and the provisions set forth in Section 12.01 of the Base Indenture as amended by the Thirteenth Supplemental Indenture.

In accordance with Article 13 of the Base 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 5.01(h) and Section 12.01 of the Base Indenture as amended by the Thirteenth Supplemental Indenture.

A-1

7.325% Fixed Rate Resetting Senior Callable Notes due 2026


No. 00[•]		$[•]

CUSIP XX. 00000X XX0

XXXX XX. XX00000XXX00

COMMON CODE NO. 255286447

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 November 2, 2026 (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 November 2, 2022 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, until the principal hereof is paid or made available for payment. Interest shall be paid semi-annually in arrear on May 2 and November 2 of each year (each, an “Interest Payment Date”). From (and including) November 2, 2022 to (but excluding) November 2, 2025 (the “Reset Date”), the Securities will bear interest at a rate of 7.325% per annum. From (and including) the Reset Date to (but excluding) the Maturity Date, the applicable per annum interest rate (the “Subsequent Interest Rate”) will be equal to the sum, as determined by the Calculation Agent, of the then-prevailing U.S. Treasury Rate (such term subject to the provisions of Annex I to the Thirteenth Supplemental Indenture) on the second Business Day immediately preceding the Reset Date, plus 3.05%.

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 360-day year of twelve 30-day months.

The Calculation Agent, initially the Bank of New York Mellon, London Branch (the “Calculation Agent”), will determine the Subsequent Interest Rate in any circumstance where the Calculation Agent is so required under the terms of the Securities and the Indenture, in accordance with the provisions set forth in Annex I to the Thirteenth Supplemental Indenture.

All calculations made by the Calculation Agent for the purposes of calculating the interest rate on the Securities shall be conclusive and binding on the Holders of the Securities, the Company and the Trustee, absent manifest error.

If any scheduled Interest Payment Date is not a Business Day, the Interest Payment Date shall be postponed to the next succeeding Business Day (as defined below), but interest on that payment will not accrue during the period from and after the scheduled Interest Payment Date. If the Maturity Date or date of redemption or repayment is not a Business Day, the payment of interest and principal and/or any amount payable upon redemption or repayment 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 date of redemption or 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. A “Business Day” means any weekday, other than one on which banking institutions are authorized or obligated by law, regulation or executive order to close in London, England or in the City of New York, United States.

A-2

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in the Indenture, be paid to the Person in whose name the relevant Security (or any Predecessor Senior Debt Security) is registered at the close of business on the Regular Record Date for such interest.

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

Payments of principal of and interest, if any, on the Securities shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts and such payments shall be made through one or more Paying Agents appointed under the Indenture to the Holder or Holders of this Security. Initially, the Paying Agent for the Securities shall be The Bank of New York Mellon, London Branch, 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx 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 hereby designated for purposes of the Securities initially as the office or agency of the Trustee located at said address. Initially, the Senior Debt Security Registrar for the Securities shall be Xxx Xxxx xx Xxx Xxxx Xxxxxx XX/XX, Xxxxxxxxxx Branch, 2-4 Rue Xxxxxx Xxxxxxx, Vertigo Building – Xxxxxxx, Xxxxxxxxxx, 0000, Xxxxxxxxxx (which location shall also be a Place of Payment for purposes of Section 3.05(a) of the Base Indenture). The Company at any time and from time to time may change the Paying Agent or, subject to Section 9.01 of the Base Indenture, the Place of Payment, and the Senior Debt Security Registrar 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 5.01(h) of the Base 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.

A-3

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual, facsimile or electronic 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.

A-4

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


Date: November 2, 2022	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.

{Signature Page to Global Security No. [•]}

(Reverse of Security)

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities” and each, a “Security”) issued and to be issued in one or more series under and governed by the Senior Debt Securities Indenture, dated as of January 17, 2018 (as heretofore amended and supplemented, the “Base Indenture”), between the Company and The Bank of New York Mellon, London Branch, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture (as defined below)) as amended and supplemented by the Thirteenth Supplemental Indenture, dated as of November 2, 2022 (the “Thirteenth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and reference is hereby made to the Indenture, the terms of which are incorporated herein by reference, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Insofar as the provisions of the Indenture may conflict with the provisions set forth in this Security, the Indenture shall control for purposes of this Security. All terms used in this Security that are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

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

The provisions set forth in Section 10.04 of the Base 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 on the Securities.

The Company may redeem the Securities pursuant to Section 2.04 of the Thirteenth Supplemental Indenture. The Company may also redeem the Securities pursuant to Section 11.09 of the Base Indenture and/or Section 2.05 of the Thirteenth Supplemental Indenture. Any redemption of Securities by the Company is subject to the notice period and provisions set forth in Sections 11.02 and 11.04 of the Base Indenture and in Section 2.06 of the Thirteenth Supplemental Indenture, and to the conditions set forth in Section 11.10 of the Base Indenture.

The Company may repurchase the Securities pursuant to Section 11.12 of the Base 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 Xxxxxx and Beneficial Owner, shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of such Xxxxxx and Beneficial Owner.

The Securities shall constitute the Company’s direct, unconditional, unsecured and unsubordinated obligations and shall rank as set forth in Section 2.01(k) of the Thirteenth Supplemental Indenture.

A-6

The Securities are subject to the waiver of set-off provisions set forth in Section 5.01(h) of the Base Indenture.

This Security is subject to the provisions regarding the U.K. Bail-in Power Acknowledgement set forth in Section 12.01 of the Base Indenture as amended by the Thirteenth Supplemental Indenture.

The Securities are subject to provisions set forth in Article 5 of the Base Indenture.

If a Winding-Up Event occurs, the outstanding 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 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 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 to be affected under the Indenture as contemplated by Article 9 of the Base Indenture. To the extent required by the U.S. Trust Indenture Act of 1939, as amended, 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 Base Indenture) payment of any principal of, and interest on, this Security when due (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 and exchange of the Securities set forth in Section 3.05 of the Base Indenture are applicable to the Securities.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

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

This Security shall be governed by and construed in accordance with the laws of the State of New York, except for the waiver of set-off provisions referenced herein and set forth in Section 5.01(h) of the Base Indenture, which shall be governed by and construed in accordance with English law.

A-7

EXHIBIT B

Form of 2028 Note Global Security

B-1

7.385% Fixed Rate Resetting Senior Callable Notes due 2028


No. 00[•]		$[•]

CUSIP NO. 06738E CD5

ISIN NO. US06738ECD58

COMMON CODE NO. 255286463

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 November 2, 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 November 2, 2022 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, until the principal hereof is paid or made available for payment. Interest shall be paid semi-annually in arrear on May 2 and November 2 of each year (each, an “Interest Payment Date”). From (and including) November 2, 2022 to (but excluding) November 2, 2027 (the “Reset Date”), the Securities will bear interest at a rate of 7.385% per annum. From (and including) the Reset Date to (but excluding) the Maturity Date, the applicable per annum interest rate (the “Subsequent Interest Rate”) will be equal to the sum, as determined by the Calculation Agent, of the then-prevailing U.S. Treasury Rate (such term subject to the provisions of Annex I to the Thirteenth Supplemental Indenture) on the second Business Day immediately preceding the Reset Date, plus 3.30%.

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 360-day year of twelve 30-day months.

B-2

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.

B-3

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


Date: November 2, 2022	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.

{Signature Page to Global Security No. [•]}

(Reverse of Security)

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

B-6

The Securities are subject to the waiver of set-off provisions set forth in Section 5.01(h) of the Base Indenture.

This Security is subject to the provisions regarding the U.K. Bail-in Power Acknowledgement set forth in Section 12.01 of the Base Indenture as amended by the Thirteenth Supplemental Indenture.

The Securities are subject to provisions set forth in Article 5 of the Base Indenture.

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 5.01(h) of the Base Indenture, which shall be governed by and construed in accordance with English law.

B-7

EXHIBIT C

Form of 2033 Note Global Security

C-1

7.437% Fixed Rate Resetting Senior Callable Notes due 2033


No. 00[•]		$[•]

CUSIP NO. 06738E CE3

ISIN NO. US06738ECE32

COMMON CODE NO. 255286501

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 November 2, 2033 (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 November 2, 2022 or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, until the principal hereof is paid or made available for payment. Interest shall be paid semi-annually in arrear on May 2 and November 2 of each year (each, an “Interest Payment Date”). From (and including) November 2, 2022 to (but excluding) November 2, 2032 (the “Reset Date”), the Securities will bear interest at a rate of 7.437% per annum. From (and including) the Reset Date to (but excluding) the Maturity Date, the applicable per annum interest rate (the “Subsequent Interest Rate”) will be equal to the sum, as determined by the Calculation Agent, of the then-prevailing U.S. Treasury Rate (such term subject to the provisions of Annex I to the Thirteenth Supplemental Indenture) on the second Business Day immediately preceding the Reset Date, plus 3.50%.

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 360-day year of twelve 30-day months.

C-2

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.

C-3

C-4

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


Date: November 2, 2022	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: November 2, 0000						XXX XXXX XX XXX XXXX MELLON, as Trustee

						By:

{Signature Page to Global Security No. [•]}

(Reverse of Security)

This Security is one of the series designated on the face hereof, limited to an aggregate principal amount of $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.

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

C-1

The Securities are subject to the waiver of set-off provisions set forth in Section 5.01(h) of the Base Indenture.

This Security is subject to the provisions regarding the U.K. Bail-in Power Acknowledgement set forth in Section 12.01 of the Base Indenture as amended by the Thirteenth Supplemental Indenture.

The Securities are subject to provisions set forth in Article 5 of the Base Indenture.

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 5.01(h) of the Base Indenture, which shall be governed by and construed in accordance with English law.

C-2

Date: November 2, 0000

XXX XXXX XX XXX XXXX MELLON, as

Trustee