Bond Barclay PLC 1.771% ( US06739FJK84 ) in USD

Barclay PLC

99.996 % ▼

United Kingdom

US06739FJK84 ( in USD )

1.771% per year ( payment 4 times a year)

11/01/2021 - Bond has expired

Prospectus brochure of the bond Barclays PLC US06739FJK84 in USD 1.771%, expired

06739FJK8

Barclays PLC is a British multinational banking and financial services corporation headquartered in London, offering a wide range of services including personal and corporate banking, investment banking, and wealth management.

The Bond issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06739FJK84, pays a coupon of 1.771% per year.
The coupons are paid 4 times per year and the Bond maturity is 11/01/2021

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Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class of
Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee (1)
$2,000,000,000 2.650% Fixed Rate Senior Notes due 2021

$2,000,000,000
$249,000
$1,000,000,000 Floating Rate Senior Notes due 2021

$1,000,000,000
$124,500
Total

$3,000,000,000
$373,500

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration statement No. 333-212571

Prospectus Supplement to Prospectus dated July 18, 2016

$2,000,000,000 2.650% Fixed Rate Senior Notes due 2021
$1,000,000,000 Floating Rate Senior Notes due 2021
Barclays Bank PLC

We, Barclays Bank PLC (the "Issuer"), are issuing $2,000,000,000 aggregate principal amount of 2.650% Fixed Rate Senior Notes due 2021 (the
"fixed rate notes") and $1,000,000,000 aggregate principal amount of Floating Rate Senior Notes due 2021 (the "floating rate notes" and together
with the fixed rate notes, the "notes").
From (and including) the date of issuance, interest will accrue on the fixed rate notes at a rate of 2.650% per annum and on the floating rate notes
at a floating rate equal to the three-month U.S. dollar London Interbank Offered Rate ("LIBOR"), reset quarterly, plus 0.46% per annum. For the
fixed rate notes, interest will be payable semi-annually in arrear on January 11 and July 11 in each year, commencing on July 11, 2018 and for the
floating rate notes, interest will be payable quarterly in arrear on January 11, April 11, July 11 and October 11 in each year, commencing on April
11, 2018.
The notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu without any preference among
themselves. In the event of our winding-up or administration, the notes will rank pari passu with all our other outstanding unsecured and
unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.
We may, at our option, redeem each series of fixed rate notes and/or floating rate notes then outstanding, in whole but not in part, on December 11,
2020 (one month prior to the Maturity Date (as defined below)), in each case at an amount equal to 100% of their principal amount together with
accrued but unpaid interest, if any, on the principal amount of the notes to be redeemed to (but excluding) such redemption date, on the terms
described in this prospectus supplement under "Description of Senior Notes--Optional Redemption ." We may also, at our option, at any time,
redeem the notes, in whole but not in part, at an amount equal to 100% of the principal amount of the notes being redeemed together with accrued
but unpaid interest, if any, on the principal amount of the notes to be redeemed to (but excluding) the redemption date, upon the occurrence of
certain events related to taxation on the terms described in this prospectus supplement under "Description of Senior Notes--Tax Redemption. " Any
redemption or repurchase of the notes is subject to the provisions described in this prospectus supplement under "Description of Senior Notes--
Notice of Redemption."
We will apply to list the notes on the New York Stock Exchange ("NYSE") under the symbols "BCS21E" for the fixed rate notes and "BCS21D"
for the floating rate notes.
MiFID II product governance / Professional investors and ECPs only target market Solely for the purposes of the Manufacturer's
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product approval process pursuant to the requirements of Article 9(8) of the Product Governance Rules regarding the mutual
responsibilities of manufacturers under the Product Governance Rules, the target market assessment in respect of the notes has led to the
conclusion that: (i) the target market for the notes is eligible counterparties and professional clients only, each as defined in MiFID II; and
(ii) all channels for distribution of the notes to eligible counterparties and professional clients are appropriate. Any person subsequently
offering, selling or recommending the notes (a "Distributor") should take into consideration the Manufacturer's target market
assessment; however, a Distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
notes (by either adopting or refining the Manufacturer's target market assessment) and determining appropriate distribution channels.
For the purposes of this provision, the expression "Manufacturer" means the Issuer, the expression "MiFID II" means Directive
2014/65/EU, as amended and the expression "Product Governance Rules" means the MIFID Product Governance rules under EU
Delegated Directive 2017/593.
IMPORTANT PRIIPs REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS. The notes are not intended to be
offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the
European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the
"Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II. Consequently
Table of Contents
no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the
notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or
otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the notes, by
acquiring the notes, each holder and beneficial owner of the notes acknowledges, accepts, agrees to be bound by, and consents to, the
exercise of any U.K. Bail-in Power (as defined herein) by the Relevant U.K. Resolution Authority (as defined herein) that may result in
(i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the notes; (ii) the conversion of all, or a
portion of, the principal amount of, or interest on, the notes into shares or other securities or other obligations of the Issuer or another
person (and the issue to, or conferral on, the holder or beneficial owner of the notes of such shares, securities or obligations); and/or
(iii) the amendment or alteration of the maturity of the notes, or amendment of the amount of interest due on the notes, 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 notes solely to give effect to the exercise by the Relevant U.K. Resolution Authority of such U.K.
Bail-in Power. For more information, see the section entitled "Description of Senior Notes--Agreement with Respect to Exercise of U.K.
Bail-in Power" in this prospectus supplement.
By its acquisition of the notes, each holder and beneficial owner of the notes, to the extent permitted by the U.S. Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), also waives any and all claims against the Trustee (as defined herein) 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 notes. For more information, see the section entitled "Description of Senior Notes--Agreement with Respect to Exercise
of U.K. Bail-in Power" in this prospectus supplement.
Investing in the notes involves risks. We encourage you to read and carefully consider this document in its entirety, in particular the risk
factors beginning on page S-11 of this prospectus supplement and risk factors in "Risk Review--Material existing and emerging risks" on
pages 88-96 of our Annual Report on Form 20-F for the year ended December 31, 2016, which is incorporated by reference herein, and the
other information included and incorporated by reference in this prospectus supplement and the accompanying prospectus, for a discussion of
the factors you should carefully consider before deciding to invest in the notes.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved of the notes
or determined that this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The notes are not deposit liabilities of either Barclays PLC or Barclays Bank PLC and are not covered by the U.K. Financial Services
Compensation Scheme or insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United
States, the United Kingdom or any other jurisdiction.

Proceeds, before
Underwriting
expenses, to

Price to Public(1)

Compensation

Barclays PLC

Per fixed rate note

99.903%

0.225%

99.678%
Total

$1,998,060,000
$ 4,500,000
$1,993,560,000
Per floating rate note

100.000%

0.225%

99.775%
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Total

$1,000,000,000
$ 2,250,000
$ 997,750,000

(1)
Plus accrued interest, if any, from and including January 11, 2018.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company
("DTC"), on or about January 11, 2018. Beneficial interests in the notes will be shown on, and transfers thereof will be effected only through,
records maintained by DTC and its participants, including Clearstream Banking, S.A. ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V.
("Euroclear").
Global Coordinator
Barclays

BMO Capital Markets

Scotiabank

TD Securities
PNC Capital Markets LLC
Swedbank

US Bancorp
Blaylock Van, LLC

R. Seelaus & Co., Inc.
Tribal Capital Markets, LLC
Prospectus Supplement dated January 4, 2018

Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page Number
Forward-Looking Statements

S-1
Incorporation of Documents by Reference

S-2
Certain Definitions

S-2
Summary

S-3
Risk Factors

S-11
Use of Proceeds

S-16
Description of Senior Notes

S-17
U.S. Federal Income Tax Considerations

S-24
United Kingdom Tax Considerations

S-25
Underwriting

S-26
Validity of Notes

S-29
PROSPECTUS

Forward-Looking Statements

1
Incorporation of Certain Documents by Reference

2
The Barclays Bank Group

2
Use of Proceeds

3
Description of Debt Securities

4
Description of Warrants

23
Global Securities

35
Clearance and Settlement

37
Description of Preference Shares

43
Description of American Depositary Shares

49
Description of Share Capital

55
Tax Considerations

57
Employee Retirement Income Security Act

77
Plan of Distribution

79
Service of Process and Enforcement of Liabilities

82
Where You Can Find More Information

82
Further Information

82
Validity of Securities

83
Experts

83
Expenses of Issuance and Distribution

84
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Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement and certain documents incorporated by reference herein contain certain forward-looking statements within the meaning
of Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 27A of the U.S. Securities Act of
1933, as amended (the "Securities Act"), with respect to the Group and Barclays Bank (as defined below). We caution readers that no forward-
looking statement is a guarantee of future performance and that actual results or other financial condition or performance measures could differ
materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts. Forward-looking statements sometimes use words such as "may," "will," "seek," "continue," "aim,"
"anticipate," "target," "projected," "expect," "estimate," "intend," "plan," "goal," "believe," "achieve" or other words of similar meaning.
Examples of forward-looking statements include, among others, statements or guidance regarding or relating to the Group's and Barclays Bank's
future financial position, income growth, assets, impairment charges, provisions, notable items, business strategy, structural reform, capital,
leverage and other regulatory ratios, payment of dividends (including dividend pay-out ratios and expected payment strategies), projected levels of
growth in the banking and financial markets, projected costs or savings, any commitments and targets and the impact of any regulatory
deconsolidation result from the sell down of the Group's interest in Barclays Africa Group Limited, estimates of capital expenditures and plans and
objectives for future operations, projected employee numbers and other statements that are not historical fact. By their nature, forward-looking
statements involve risk and uncertainty because they relate to future events and circumstances. These may be affected by changes in legislation, the
development of standards and interpretations under International Financial Reporting Standards ("IFRS"), evolving practices with regard to the
interpretation and application of accounting and regulatory standards, the outcome of current and future legal proceedings and regulatory
investigations, future levels of conduct provisions, future levels of notable items, the policies and actions of governmental and regulatory
authorities, geopolitical risks and the impact of competition. In addition, factors including (but not limited to) the following may have an effect:
capital, leverage and other regulatory rules (including with regard to the future structure of the Group) applicable to past, current and future
periods; United Kingdom ("U.K."), United States, Africa, Eurozone and global macroeconomic and business conditions; the effects of continued
volatility in credit markets; market-related risks such as changes in interest rates and foreign exchange rates; effects of changes in valuation of
credit market exposures; changes in valuation of issued securities; volatility in capital markets; changes in credit ratings of any entities within the
Group, including Barclays Bank, or any securities issued by such entities; the potential for one or more countries exiting the Eurozone; the
implications of the exercise by the U.K. of Article 50 of the Treaty of Lisbon and the disruption that may result in the U.K. and globally from the
withdrawal of the U.K. from the European Union; and the success of future acquisitions, disposals and other strategic transactions. A number of
these influences and factors are beyond the Group's and Barclays Bank's control. As a result, the Group's and Barclays Bank's actual future
results, dividend payments and capital and leverage ratios may differ materially from the plans, goals, expectations and guidance set forth in the
Group's and Barclays Bank's forward-looking statements. The list above is not exhaustive and there are other factors that may cause our actual
results to differ materially from the forward-looking statements contained in this prospectus supplement and the documents incorporated by
reference herein. You are also advised to read carefully the risk factors set out in the section entitled "Risk Factors" in this prospectus supplement
and in our filings with the SEC including in our Annual Report on Form 20-F for the fiscal year ended December 31, 2016, filed with the U.S.
Securities Exchange Commission (the "SEC") on February 23, 2017 (the "2016 Form 20-F"), which are available on the SEC's website at
http://www.sec.gov for a discussion of certain factors that should be considered when deciding what action to take in relation to the notes.
Any forward-looking statements made herein or in the documents incorporated by reference herein speak only as of the date they are made and it
should not be assumed that they have been revised or updated in the light of new information or future events. Except as required by the PRA (as
defined below), the Financial Conduct Authority (the "FCA"), the London Stock Exchange plc (the "LSE") or applicable law, Barclays Bank
expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this
prospectus supplement or in the documents incorporated by reference herein to reflect any change in Barclays Bank's expectations with regard
thereto or any change in events, conditions or circumstances on which any such statement is based. The reader should, however, consult any
additional disclosures that Barclays Bank has made or may make in documents it has published or may publish via the Regulatory News Service of
the LSE and/or has filed or may file with the SEC.

S-1
Table of Contents
INCORPORATION OF DOCUMENTS BY REFERENCE
This prospectus supplement is part of a registration statement on Form F-3 (File No. 333-212571) we have filed with the SEC under the Securities
Act. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and regulations.
You should review the information in and exhibits to the registration statement for further information on us and the notes. Statements in this
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prospectus supplement concerning any document we have filed or will file as an exhibit to the registration statement or that we have otherwise
filed with the SEC are not intended to be comprehensive and are qualified in their entirety by reference to these filings. You should review the
complete document to evaluate these statements.
The SEC allows us to "incorporate by reference" much of the information we file with the SEC, which means that we can disclose important
information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus
supplement is an important part of this prospectus supplement. For information on the documents we incorporate by reference in this prospectus
supplement and the accompanying prospectus, we refer you to "Incorporation of Certain Documents by Reference" on page 2 of the accompanying
prospectus. In particular, we refer you to the 2016 Form 20-F for a discussion of our audited results of operations and financial condition as of, and
for the year ended, December 31, 2016, and our Current Reports on Form 6-K filed on April 10, 2017 (Film No. 17752706), on April 28, 2017
(Film No. 17792290), on June 20, 2017 (Film No. 17920348), on July 28, 2017 (Film No. 17988277) and on October 26, 2017 (Film
No. 171155486), which are incorporated by reference into this prospectus supplement.
In addition to the documents listed in the accompanying prospectus and the documents incorporated by reference since the date of the
accompanying prospectus, we incorporate by reference in this prospectus supplement and the accompanying prospectus any future documents we
may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus supplement until the offering
contemplated in this prospectus supplement is completed. Reports on Form 6-K we may furnish to the SEC after the date of this prospectus
supplement (or portions thereof) are incorporated by reference in this prospectus supplement only to the extent that the report expressly states that
it is (or such portions are) incorporated by reference in this prospectus supplement.
We will provide to you, upon your written or oral request, without charge, a copy of any or all of the documents referred to above or in the
accompanying prospectus which we have incorporated in this prospectus supplement by reference. You should direct your requests to Barclays
Treasury, Barclays PLC, 1 Churchill Place, London E14 5HP, United Kingdom (telephone: 011-44-20-7116-1000).
CERTAIN DEFINITIONS
For purposes of this prospectus supplement:

· "we," "us," "our," "Barclays Bank" and the "Issuer" refer to Barclays Bank PLC (or any successor entity), unless the context requires

otherwise;

· "Group" refers to Barclays PLC (or any successor entity) and its consolidated subsidiaries, unless the context requires otherwise;

· "The Depository Trust Company" or "DTC" shall include any successor clearing system;

· "PRA" shall mean the Prudential Regulation Authority of the United Kingdom or such other governmental authority in the United

Kingdom (or if Barclays Bank becomes domiciled in a jurisdiction other than the United Kingdom, such other jurisdiction) having
primary responsibility for the prudential supervision of Barclays Bank;

· "CRD IV" consists of Directive 2013/36/EU on access to the activity of credit institutions and the prudential supervision of credit

institutions and investment firms, as the same may be amended or replaced from time to time and the CRD IV Regulation;

· "CRD IV Regulation" means Regulation (EU) No. 575/2013 on prudential requirements for credit institutions and investment firms of

the European Parliament and of the Council of June 26, 2013, as the same may be amended or replaced from time to time; and

· "US$," "$" and "U.S. dollars" shall refer to the lawful currency for the time being of the United States.

S-2
Table of Contents
SUMMARY
The following is a summary of this prospectus supplement and should be read as an introduction to, and in conjunction with, the remainder of
this prospectus supplement, the accompanying prospectus and any documents incorporated by reference therein. You should base your
investment decision on a consideration of this prospectus supplement, the accompanying prospectus and any documents incorporated by
reference therein, as a whole. Words and expressions defined in "Description of Senior Notes" below shall have the same meanings in this
summary.
General

The Issuer

Barclays Bank PLC
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The Issuer is a transatlantic consumer, corporate and investment bank offering
products and services across personal, corporate and investment banking, credit
cards and wealth management, with a strong presence in the Group's two home
markets of the U.K. and the U.S. The whole of the issued ordinary share capital of
Barclays Bank is beneficially owned by Barclays PLC, which is the ultimate

holding company of the Group.
The Securities We Are Offering
We are offering $2,000,000,000 aggregate principal amount of 2.650% Fixed Rate
Senior Notes due 2021 and $1,000,000,000 aggregate principal amount of Floating

Rate Senior Notes due 2021.
Issue Date

January 11, 2018 (the "Issue Date").
Maturity Date
We will repay the fixed rate notes at 100% of their principal amount plus accrued
interest on January 11, 2021 (the "Fixed Rate Maturity Date") and the floating rate
notes at 100% of their principal amount plus accrued interest on January 11, 2021
(the "Floating Rate Maturity Date", and each of the Fixed Rate Maturity Date and

the Floating Rate Maturity Date, a "Maturity Date").
Terms Specific to the Fixed Rate Notes:
Fixed Interest Rate

The notes will bear interest at a rate of 2.650% per annum.
Fixed Rate Interest Payment Dates
Every January 11 and July 11 in each year, commencing on July 11, 2018 and
ending on the Maturity Date; provided that if any Fixed Rate Interest Payment
Date would fall on a day that is not a Business Day, the Fixed Rate 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

Fixed Rate Interest Payment Date.
Regular Record Dates
The close of business on the Business Day immediately preceding each Fixed Rate
Interest Payment Date (or, if the fixed rate notes are held in definitive form, the

15th Business Day preceding each Fixed Rate Interest Payment Date).
Day Count

30/360, Following, Unadjusted

S-3
Table of Contents
Terms Specific to the Floating Rate Notes:
Floating Interest Rate
The Floating Interest Rate for the first Interest Period will be equal to LIBOR, as
determined on January 9, 2018, plus 0.46% per annum. Thereafter, the Floating
Interest Rate for any Interest Period will be LIBOR, as determined on the
applicable Interest Determination Date, plus 0.46% per annum. The Floating

Interest Rate will be reset quarterly on each Interest Reset Date.
Floating Rate Interest Payment Dates
Every January 11, April 11, July 11 and October 11 in each year, commencing on
April 11, 2018 and ending on the Maturity Date; provided that if any scheduled
Floating Rate Interest Payment Date, other than the Maturity Date, would fall on a
day that is not a Business Day (as defined below), the Floating Rate Interest
Payment Date will be postponed to the next succeeding Business Day, except that
if that Business Day falls in the next succeeding calendar month, the Floating Rate

Interest Payment Date will be the immediately preceding Business Day.
Interest Reset Dates
Every January 11, April 11, July 11 and October 11 in each year, commencing on
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April 11, 2018; provided that the Floating Interest Rate in effect from (and
including) January 11, 2018 to (but excluding) the first Interest Reset Date will be
the initial Floating Interest Rate. If any Interest Reset Date would fall on a day that
is not a Business Day, the Interest Reset Date will be postponed to the next
succeeding Business Day, except that if that Business Day falls in the next
succeeding calendar month, the Interest Reset Date will be the immediately

preceding Business Day.
Interest Periods
The period beginning on, and including, a Floating Rate Interest Payment Date
and ending on, but not including, the next succeeding Floating Rate Interest
Payment Date; provided that the first Interest Period will begin on and include

January 11, 2018 and will end on, but not include April 11, 2018.
Interest Determination Dates
The Interest Determination Date for the first Interest Period will be January 9,
2018 (the second London banking day preceding the Issue Date) and the Interest
Determination Date for each succeeding Interest Period will be on the second
London banking day preceding the applicable Interest Reset Date. "London
banking day" means any day on which dealings in U.S. dollars are transacted in

the London interbank market.
Regular Record Dates
The close of business on the Business Day immediately preceding each Floating
Rate Interest Payment Date (or, if the floating rate notes are held in definitive

form, the 15th Business Day preceding each Floating Rate Interest Payment Date).
Day Count

Actual/360, Modified Following, Adjusted

S-4
Table of Contents
Calculation Agent
The Bank of New York Mellon, London Branch, or its successor appointed by the

Issuer.
Calculation of U.S. Dollar LIBOR
LIBOR will be determined by the Calculation Agent in accordance with the
following provisions:

(1) With respect to any Interest Determination Date, LIBOR will be the rate
(expressed as a percentage per annum) for deposits in U.S. dollars having a
maturity of three months commencing on the related Interest Reset Date that
appears on Reuters Page LIBOR01 as of 11:00 a.m., London time, on that
Interest Determination Date. If no such rate appears, then LIBOR, in respect
of that Interest Determination Date, will be determined in accordance with
the provisions described in (2) below.

(2) With respect to an Interest Determination Date on which no rate appears on
Reuters Page LIBOR01, the Calculation Agent will request the principal
London offices of each of four major reference banks in the London
interbank market (which may include affiliates of the underwriters), as
selected and identified by the Issuer, to provide its offered quotation
(expressed as a percentage per annum) for deposits in U.S. dollars for the
period of three months, commencing on the related Interest Reset Date, to
prime banks in the London interbank market at approximately 11:00 a.m.,
London time, on that Interest Determination Date and in a principal amount
that is representative for a single transaction in U.S. dollars in that market
at that time. If at least two quotations are provided, then LIBOR on that
Interest Determination Date will be the arithmetic mean of those quotations.
If fewer than two quotations are provided, then LIBOR on the Interest
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Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., in the City of New York, on the Interest
Determination Date by three major banks in The City of New York (which
may include affiliates of the underwriters) selected and identified by the
Issuer for loans in U.S. dollars to leading European banks, for a period of
three months, commencing on the related Interest Reset Date, and in a
principal amount that is representative for a single transaction in U.S.
dollars in that market at that time. If at least two such rates are so provided,
LIBOR on the Interest Determination Date will be the arithmetic mean of
such rates. If fewer than two such rates are so provided, LIBOR on the
Interest Determination Date will be LIBOR in effect with respect to the
immediately preceding Interest Determination Date.

"Reuters Page LIBOR01" means the display that appears on Reuters Page
LIBOR01 or any page as may replace such page on such service (or any successor
service) for the purpose of displaying London interbank offered rates of major

banks for U.S. dollars.

S-5
Table of Contents
The following terms apply to both the fixed rate notes and the floating rate notes:
Payment of Principal
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 notes 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 notes are redeemed,
unless we default on payment of the redemption price, interest will cease to

accrue on the redemption date on the notes called for redemption.
Ranking
The notes will constitute our direct, unconditional, unsecured and unsubordinated
obligations ranking pari passu without any preference among themselves. In the
event of our winding-up or administration, the notes will rank pari passu with all
our other outstanding unsecured and unsubordinated obligations, present and

future, except such obligations as are preferred by operation of law.
Optional Redemption
Subject to the provisions described under "--Notice of Redemption" below, we
may redeem, at our option, in whole but not in part, the fixed rate notes then
outstanding on December 11, 2020 (one month prior to the Fixed Rate Maturity
Date) and/or the floating rate notes then outstanding on December 11, 2020 (one
month prior to the Floating Rate Maturity Date), in each case at an amount equal
to 100% of their principal amount together with accrued but unpaid interest, if
any, on the principal amount of the notes to be redeemed to (but excluding) such
redemption date.

Unless we default on payment of the redemption price, interest will cease to

accrue on the redemption date on the notes called for redemption.
Tax Redemption
We may also, at our option, at any time, redeem the notes, in whole but not in
part, if (A) we are required to issue definitive certificated notes in the events
described under the section entitled "Global Securities--Special Situations When
a Global Security Will Be Terminated" in the accompanying prospectus and, as a
result, we are or would be required to pay Additional Amounts (as defined below)
with respect to the notes; or (B) we determine that as a result of a change in, or
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424B2
amendment to, the laws or regulations of a Taxing Jurisdiction (as defined below),
including any treaty to which the relevant Taxing Jurisdiction is a party, or a
change in an official application of those laws or regulations on or after the Issue
Date, including a decision of any court or tribunal, which becomes effective on or
after the Issue Date (and, in the case of a successor entity, which becomes
effective on or after the date of such entity's assumption of our obligations),

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

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(ii) we would not be entitled to claim a deduction in respect of any payments in
respect of the notes in computing our taxation liabilities or the value of the
deduction would be materially reduced; or

(iii) we would not, as a result of the notes 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 we are or would otherwise
be so grouped for applicable United Kingdom tax purposes (whether under
the group relief system current as at the Issue Date 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"),

in each of cases (A) and (B) above, at an amount equal to 100% of the principal
amount of the notes being redeemed together with accrued but unpaid interest, if
any, on the principal amount of the notes to be redeemed 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 us taking reasonable
measures available to us.

In each of cases (A) and (B) above, before we give a notice of redemption
pursuant to the provisions described herein under "--Tax Redemption," we shall
be required to deliver to the Trustee a written legal opinion of independent
counsel of recognized standing, chosen by us, confirming that we are entitled to
exercise our right of redemption pursuant to the provisions described herein under
"--Tax Redemption."

Any redemption of notes pursuant to the provisions described herein under
"--Tax Redemption" will also be subject to the provisions described under

"--Notice of Redemption" below.
Notice of Redemption
Any redemption of the notes shall be subject to our giving not less than thirty
(30) days', nor more than sixty (60) days', prior notice to the holders of such
notes via DTC or the relevant clearing system(s) (or, if the notes are held in
definitive form, to the holders at their addresses shown on the register for the
notes) (such notice being irrevocable except in the limited circumstances described
in the following paragraph) specifying our election to redeem the notes and the
date fixed for such redemption. Notice by DTC to participating institutions and by
these participants to street name holders of beneficial interests in the relevant
notes will be made according to arrangements among them and may be subject to

statutory or regulatory requirements.

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If we have elected to redeem the notes but prior to the payment of the redemption
amount with respect to such redemption the Relevant U.K. Resolution Authority
(as defined below) exercises its U.K. Bail-in Power (as defined below) in respect
of the notes, the relevant redemption notice shall be automatically rescinded and
shall be of no force and effect, and no payment of the redemption amount will be

due and payable.
Subsequent Repurchases
We or any member of the Group may purchase or otherwise acquire any

outstanding notes at any price in the open market or otherwise.
Agreement with Respect to the Exercise of U.K.
Notwithstanding any other agreements, arrangements, or understandings between
Bail-in Power
us and any holder of the notes, by acquiring the notes, each holder of the notes
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 notes; (ii) the conversion of all, or a portion, of the
principal amount of, or interest on, the notes into shares or other securities or
other obligations of the Issuer or another person (and the issue to, or conferral on,
the holder of the notes of such shares, securities or obligations); and/or (iii) the
amendment or alteration of the maturity of the notes, or amendment of the amount
of interest due on the notes, 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 notes solely to
give effect to the exercise by the Relevant U.K. Resolution Authority of such U.K.
Bail-in Power. Each holder of the notes further acknowledges and agrees that the
rights of holders of the notes 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 of the notes 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.

For these purposes, a "U.K. Bail-in Power" is 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
Issuer 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

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