Exhibit 2.2

DESCRIPTION OF SECURITIES

REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

As of December 31,

2019,

Barclays PLC (“Barclays,” the “Company,” “we,” “us,”

and “our”)

had four classes of securities registered pursuant to

Section 12(b)

of the Securities

Exchange Act of 1934

(the “Act”): our Ordinary

Shares; our American Depositary Receipts (ADRs); our Senior Debt

Securities; and our

Subordinated

Debt Securities.

A. Description

of Ordinary Shares

This summary of the general terms and provisions of

our ordinary

shares does not purport to be complete and is subject

to and qualified in its

entirety by reference

to our Articles of Association (the “Articles”),

which is incorporated

herein by reference to the Form 6

-K

filed on May 2, 2013

(Film No. 13806088).

Barclays has ordinary

shares in issue which are in registered form and are governed

by the laws of England and Wales.

The shareholders of Barclays

passed an ordinary

resolution on May 2, 2019

to increase its

share capital by the creation of new shares of up to £825,000,000

in relation to any

issue of securities that automatically convert

into or are exchanged

for ordinary shares of Barclays, which authorization expires on

the earlier of the

end of Barclays’ Annual

General Meeting to be held in 2020

and the close of business on June 30, 2020,

unless otherwise renewed or passed

pursuant to a separate resolution. As at December

31, 2019

there were 17,322,057,836

ordinary shares in issue,

each having a nominal value of 25

pence per share. Our ordinary

shares are admitted to trading on the London Stock Exchange

under the symbol “BARC”.

Our Articles contain provisions to the following effect:

Dividends

Subject to the provisions of the Articles and applicable legislation, Barclays

at any general meeting may declare

dividends on the ordinary

shares by

ordinary

resolution, but such dividends may not exceed the amount recommended

by the board of directors of Barclays (the “Board”).

The Board

may

also declare and pay

interim or final dividends if it appears they are justified by our

financial position.

All unclaimed dividends payable

in respect of any share may be invested or otherwise made

use of by the Board

for the benefit of Barclays until

claimed. If a dividend is not claimed after 12 years of it becoming

payable, it is forfeited and reverts to us.

Barclays operates a Scrip Dividend Programme

that enables

eligible shareholders to elect to receive new ordinary

shares issued by Barclays PLC

instead of a cash dividend.

Under the terms of the 6.278% non

-cumulative callable preference shares, Series 1 and the 4.75% non

-cumulative callable preference shares

issued by our

subsidiary, Barclays Bank PLC, if Barclays

Bank PLC does not declare and pay in full any dividend

on such preference

shares on a

dividend payment

date (or if Barclays Bank PLC declares the dividend but fails to pay

it or set aside the amount of the payment in full), we may

not

declare or pay

a dividend on our ordinary

shares or redeem, purchase, reduce

or otherwise acquire any of our share capital (or set aside any sum

establish any sinking fund for

the redemption, purchase

or otherwise acquisition thereof) until the

earlier of the (a) the dividend payment date on

which Barclays Bank PLC next

declares and pays in full a dividend on

such preference

shares and (b) the date on or by which all of such preference

shares are either redeemed

in full or purchased by or

for Barclays Bank PLC’s account.

Under the terms of the 6.86% Callable Perpetual Core Tier One Notes, the 6% Callable Perpetual

Core Tier One Notes and the 5.3304%

Step-up

Callable Perpetual Reserve Capital Instruments issued by

our subsidiary, Barclays

Bank PLC, if Barclays Bank

PLC defers a coupon

payment, we may

not declare or pay

a dividend on our ordinary

shares or redeem, purchase, reduce or otherwise acquire any of our

share capital until

Barclays Bank

PLC next makes a coupon

payment in accordance

with the terms

and conditions of such instruments.

Voting

Every member

who is present in person or by proxy

or represented at any general meeting of Barclays, and who

is entitled

to vote, has one vote on

a show of hands. Every proxy

present has one vote, except that the proxy will have one vote for and one

vote against a resolution if he/she has

been instructed to vote for

and against the resolution by different members or

in one direction by a member

while another member

has permitted

the proxy discretion

as to how to vote. On a poll, every member

who is present or represented

and who is entitled

to vote has one vote for every

share held. In the case of joint holders, only the vote of the senior

holder (as determined by

order

in the share register) or his proxy may be counted.

If any sum payable

remains unpaid in relation to a member’s shareholding,

that member is not entitled to

vote that share or

exercise any other right

in relation to a meeting of Barclays unless the

Board

otherwise determines.

If any member,

or any other person

appearing to be interested in any of our ordinary

shares, is

served with a notice under

Section 793 of the

Companies Act 2006

(the “Companies Act”) and does not supply us with the information required

in the notice,

then (unless the Board otherwise

decides, and subject to applicable law) (i) that member

shall not

be entitled to attend or vote at any

meeting of Barclays, and (ii) if the shares of the

defaulting member represent

0.25% or more

of the issued

shares of the relevant class, dividends or other monies payable on

those shares shall be

retained by us

and no transfer of those shares shall

be registered (other

than certain specified “excepted transfers”). These sanctions cease to have

effect seven days

after we have received

the information requested, or when

we are notified that an

“excepted transfer”

of all of the relevant shares

to a third party has occurred,

or as the Board otherwise determines.

The Articles provide

that one-third of the directors shall retire from office and not offer themselves for

re-election at each annual general meeting.

In accordance

with the UK Corporate Governance

Code, all

directors, who are otherwise not retiring

from office, are subject to annual re-election by

shareholders.

Transfers

Ordinary shares may be held in

either certificated or uncertificated form. Certificated ordinary shares shall be transferred

in writing in any usual or

other form approved

by the Board and executed by

or on behalf of the transferor. Transfers

of uncertificated ordinary

shares shall

be made in

accordance

with the Companies Act and Uncertificated Securities Regulations 2001,

as amended.

The Board

is not bound to register a transfer of partly paid ordinary shares, or fully paid shares in exceptional

circumstances approved

by the

Financial Conduct Authority

(the “FCA”). The Board

may also decline to register an instrument of transfer of certificated ordinary

shares unless (i) it

is duly stamped and deposited at the prescribed

place and accompanied

by the share certificate(s) and such other evidence as reasonably required

by the Board

evidence right to transfer, (ii)

it is in respect of one class of shares only, and (iii)

it is in favor of a single transferee

or not more

than

four transferees (except in the

case of executors or trustees of a member).

Redemption

Subject to applicable legislation and the rights of the other shareholders,

any share may be issued on terms that it is, at our option

or the option of

the holder of such share, redeemable. The directors are

authorized to determine the terms, conditions and manner of redemption

of any such

shares under

the Articles.

Calls on capital

The directors may make calls

upon the members in respect of any monies unpaid

on their shares. A person upon whom

a call

is made remains

liable even if the shares in respect of which

the call is made have been transferred.

Interest will be chargeable on any

unpaid amount

called at

a rate

determined by

the Board (of not more

than 20% per annum).

If a member

fails to pay any call in full (following notice from the Board

that such failure will result in forfeiture of the relevant shares), such shares

(including any dividends

declared but not paid) may

be forfeited by a resolution of the Board, and

will become the property of Barclays. Forfeiture

shall not absolve a previous member

for amounts payable

by him/her (which may continue

to accrue interest).

Barclays also has a lien over

all of our partly paid shares for all monies payable

or called on that share and over

the debts and liabilities

of a member

to Barclays. If any monies which are the

subject of the lien remain unpaid

after a notice

from the Board

demanding

payment, we may sell such

shares.

Variation

of Rights

The rights attached to any class of shares

may be varied either with the consent in writing of the holders of at least 75% in nominal value of

the

issued shares of that class (excluding

any share of that class held as treasury shares) or with the sanction of a special resolution passed

at a

separate meeting of the holders of the shares of that class.

The rights of shares shall not (unless expre

ssly provided

by the rights attached to such shares) be deemed varied by the creation of further

ranking equally with them.

Winding Up

In the winding up of Barclays (whether

the liquidation is voluntary or by the court)

the liquidator may, on obtaining

any sanction required

by law,

divide among the members in kind the whole or any part

of the assets of Barclays, whether or not the assets consist of property

of one kind or of

different kinds, and vest the whole or

any part of the assets in trustees upon such trusts for

the benefit of the members as he, with the like sanction,

shall determine. For this purpose

the liquidator may set the value he deems fair on a class or classes of property,

and may determine on the basis of

that valuation and in accordance

with the then-existing rights of members how the division is to be carried out between members

or classes

members. The liquidator may not, however,

distribute to a member without his consent an asset to which there is attached a liability or p

otential

liability for the owner.

Limitations

on Share Ownership

There are no limitations on the rights of shareholders

to own securities. In addition, there are no restrictions imposed by the Articles or (subject to

the effect of any economic

sanctions that may be in force from time to time) by current

UK laws which relate to non-

residents or foreign

shareholders and which

limit

the rights of such non-

residents or foreign shareholders

to hold or (when entitled to do so) exercise voting rights on

the ordinary shares.

B. Description

of American Depositary Shares

This summary of the general terms and provisions of

our American Depositary

Shares (“ADSs”) does not purport

to be complete and is subject to

and qualified in its entirety by our Form

F-6

filed on March 13, 2018

(Commission file

No. 333

-190612),

which is

incorporated

by reference,

including the exhibits thereto. In the following description,

a “Holder” is the person registered with the Depositary

(as defined below).

General

American Depositary Receipts (“ADRs”)

evidencing ADSs are issuable pursuant to a second amended

and restated deposit agreement dated

August 11,

2008,

as amended on August 14,

2013,

April 4, 2014

and March 13, 2018,

among Barclays, JP Morgan Chase Bank, N.A., as depositary

(the “Depositary”), and the Holders from time to time of ADRs (the “Deposit Agreement”).

The principal executive office of the Depositary is 1

Chase Manhattan Plaza, Floor 58, New York,

New York

10005.

Each ADS represents the right to receive four ordinary shares of Barclays. An ADR

may evidence any number

of ADSs.

Voting

Upon receipt

of notice of any meeting or solicitation of consents or proxies of holders

of ordinary

shares and at Barclays’ written request, the

Depositary shall, to the extent permitted by applicable laws,

mail the information in such notice to the Holders along with instructions for the voting

of their respective ADSs.

Upon the written request of a Holder,

the Depositary shall endeavor,

insofar as practical, to vote or cause to be voted the amount of ordinary

represented

by the ADSs in accordance

with the Holder’s instructions. The Depositary shall

not vote the ordinary

shares except in accordance with

such instructions.

Holders will not be entitled to vote ordinary

shares directly.

Collecting

and Distributing Dividends

The Depositary will distribute all cash dividends or

other cash distributions that

it receives in respect

of deposited ordinary

shares to Holders, after

payment of any charges

and fees provided

for in the Deposit Agreement, in proportion to their holdings of ADSs. The cash amount distributed will

be reduced

by any amounts that Barclays or the Depositary must withhold on account

of taxes.

If Barclays makes a non

-cash distribution in respect of any deposited ordinary shares, the Depositary will distribute the property

it receives to

Holders, after deduction

or upon

payment of any taxes,

charges and fees provided

for in the Deposit Agreement, in proportion to their holdings of

ADSs. If a distribution that Barclays makes in respect

of deposited ordinary

shares consists of a

dividend in, or free distribution of,

ordinary

shares,

the Depositary may, and

will, if Barclays requests, distribute to Holders, in proportion

to their holdings of ADSs,

additional ADRs evidencing an

aggregate number

of ADSs representing the amount of ordinary shares received

as such dividend or free distribution. If the Depositary does not

distribute additional ADRs, each ADS will from then forward

also represent the additional ordinary shares distributed in respect of the deposited

ordinary

shares before the dividend or

free distribution. The Depositary may withhold any such distribution of ADRs if it has not received

satisfactory assurances from Barclays

that such distribution does not require

registration under

the Securities

Act of 1933

(“Securities Act”)

or is

exempt from registration under

the provisions of the Securities Act.

Procedures

for Transmitting

Notices, Reports and

Proxy Soliciting Material

In addition to the procedure

for transmitting notices discussed above under “

Voting

,” the Depositary shall make available for inspection by

Holders, at its principal executive office and at any

other designated transfer offices, any reports

and communications, including any

proxy

material,

received from

Barclays which are both (i) received

by the Depositary or the custodian or the nominee of either of them as the holder of the ordinary

shares and (ii) made generally available

by Barclays to the holders

of such ordinary

shares. If requested in writing by Barclays, the Depositary shall

arrange

for the transmittal or mailing of such notices, and any other reports

or communications made

generally available to holders of the ordinary

shares, to all Holders.

Sale or Exercising of Rights

If Barclays makes a distribution of rights to subscribe

for additional ordinary

shares or any other rights of any nature and

offers such rights to

holders of deposited securities, the Depositary will exercise its discretion as to

the procedure

for making such rights available to Holders or of

disposing of such rights and making the net proceeds available to

any Holders, in each case in proportion

to their holdings of ADSs.

If, by the terms

of the rights issue or for any other

reason, the Depositary may not make such rights available to Holders or dispose of such rights and

make the net

proceeds available to Holders, the Depositary may generally

allow the rights to lapse. If the Depositary has distributed rights to all or

certain

Holders, then upon the instruction of such Holders and payment of any applicable purchase

price, fees, expenses and charges, the Depositary shall

exercise such rights to purchase ordinary

shares on behalf of such Holders. Ordinary shares purchased by

the Depositary will

be deposited and

ADRs will be delivered to such Holders. The Depositary will not be responsible for

any failure to determine that it may

be lawful or practicable to

make such rights available to Holders in general or

any Holder in particular.

Deposit or Sale of Securities

Resulting

from Dividends, Splits or Plans of Reorganization

If Barclays makes a distribution payable

at the election of the holders of ordinary

shares in either cash or additional ordinary shares that it wishes to

be made available to Holders, the Depositary shall consult with Barclays

to determine whether it is lawful and reasonably practicable to make such

elective distribution available to Holders. The Depositary shall make

such elective distribution available to Holders only if, among

other things,

Barclays has timely requested

that the elective distribution is available to Holders and the Depositary shall have determined

that such distribution is

reasonably practicable. If the conditions for

making the elective distribution available to Holders are satisfied, the Depositary will establish

procedures

to enable Holders to elect

the receipt of either cash or additional ADSs. If the conditions for making the elective distribution available to

Holders are not satisfied, the Depositary will, to the extent perm

itted by law, distribute either cash or additional ADSs to the Holders

on the basis of

the same determination as is made in the local market in respect of the ordinary

shares for which no election is made. There can be no assurance

that Holders generally,

or any Holder

in particular, will be given the opportunity

to receive elective distributions on the same terms and conditions

as the holders of ordinary

shares.

If the Depositary determines that any distribution of property,

other than cash, ordinary share

or rights to ordinary

shares, cannot be made

proportionately

among Holders or

if for any other reason, including any requirement that Barclays or the Depositary withhold an amount on

account of taxes or other governmental

charges, the Depositary deems that

such a distribution is not feasible, the Depositary may dispose of all or

part of the property

in any manner,

including by public or private sale, that

it deems equitable and practicable. The Depositary will

then distribute

the net proceeds

of any such sale (net of any fees and expenses of the Depositary provided

for in the Deposit Agreement) to Holders as in the case

of a distribution received in cash.

In circumstances where the provisions

of the Deposit Agreement governing

distributions of ordinary shares do not apply, upon

any change in

nominal value, change in par value, split-up, consolidation or

any other reclassification of ordinary

shares, or upon any recapitalization,

reorganization,

merger

or consolidation or sale of

assets affecting Barclays or to which it is a party,

any securities which

shall be received by the

Depositary or a custodian in exchange

for or in conversion

of or in respect of ordinary shares, shall

be treated as new ordinary

shares under the

Deposit Agreement,

and ADSs shall thenceforth represent the new ordinary

shares so received in exchange or conversion,

unless additional ADRs

are delivered. In any such case

the Depositary may execute and deliver additional ADRs as in the case of a dividend

in ordinary shares, or call for the

surrender

of outstanding ADRs to be exchanged for new

ADRs specifically

describing such new ordinary

shares.

Amendment and

Termination

of the Deposit Agreement

The form of ADRs evidencing ADSs and any provisions of the

Deposit Agreement relating to those ADRs may at any time and

from time to time be

amended by

agreement between

Barclays and the Depositary, without the consent of the Holders, in any respect which

Barclays may deem

necessary or advisable. Any amendment

that imposes

or increases any fees

or charges, other than taxes and other governmental

charges,

registration fees, transmission costs, delivery

costs or other such expenses, or that otherwise prejudices any substantial existing right of the

Holders, will not take effect as to

any ADRs until 30 days after notice of the amendment has been given to the Holders. Every Holder

of any ADR, at

the time an amendment

becomes effective, will be deemed to continue to hold the ADR and to consent and agree to the amendment

and to be

bound

by the Deposit Agreement or the ADR as amended. No amendment may

impair the right of any Holder to surrender

ADRs and receive in

return the ordinary

shares represented by

the ADSs.

Whenever Barclays directs, the Depositary has

agreed to terminate the Deposit Agreement

as to

ADRs evidencing

ADSs by mailing a termination

notice to the Holders then outstanding at least 30 days before

the date fixed in the notice of termination. The Depositary may likewise terminate

the Deposit Agreement as to ADRs evidencing ADSs by mailing a termination notice to

Barclays and the Holders then outstanding if at any time 90

days shall have expired

since the Depositary delivered a written notice to Barclays of its election to

resign and a successor depositary shall not have

been appointed and

accepted its

appointment.

If any ADRs evidencing

ADSs remain outstanding after the date of any termination, the Depositary will then: (i) discontinue the registration of

transfers of those ADRs; (ii) suspend the distribution of dividends to Holders; and

(iii) not give any further

notices or perform

any further acts under

the Deposit Agreement, except those listed below,

with respect to those ADRs. The Depositary will, however,

continue to collect dividends and

other distributions pertaining to the ordinary

shares. It will also

continue to sell rights and other property

as provided in the Deposit Agreement and

deliver ordinary

shares, together with any dividends or other distributions received with respect to them and the net proceeds

of the sale of any

rights or other property,

in exchange for ADRs surrendered

to it.

At any time after the expiration of six

months from the date of termination of the Deposit Agreement as to ADRs evidencing ADSs, the Depositary

may sell the ordinary

shares then held. The Depositary will then hold uninvested the net proceeds of any such sales, together with any other cash

then held by it under

the Deposit Agreement in respect of those ADRs, unsegregated and without liability for interest, for the pro

rata benefit of the

Holders of ADRs

that have not previously been

surrendered.

Rights of Holders

to Inspect the Transfer

Books of the Depositary and the List of Holders

The Depositary will keep books for the registration and transfer of

ADRs. These books will be open for

inspection by Holders at all reasonable times.

However,

this inspection may not be for the purpose of communicating

with Holders in the interest of a

business or object other than Barclays

business or a matter related to the Deposit Agreement

or the ADRs.

Restrictions

on the

Right to Transfer or Withdraw

the Underlying Securities

As a condition precedent

to the execution and delivery, registration of transfer,

split-up, combination or

surrender

of any ADR or withdrawal of any

deposited securities, the Depositary,

custodian or

registrar may require

payment from

the depositor of ADSs or the presenter of the ADRs of

a sum

sufficient to reimburse

it for any tax or other governmental

charge and

any stock transfer or registration fee with respect thereto (including any

such tax or charge

and fee with respect to ordinary shares being deposited or withdrawn)

and payment of any applicable fees as therein provided,

may require

the production

of proof satisfactory

to it as to the identity and genuineness of any signature and may also req

uire compliance with any

regulations the Depositary may establish consistent with the provisions of the

Deposit Agreement.

The delivery of ADRs against deposits of ADSs generally or against deposits of particular

ADSs may be suspended, or the transfer of ADRs in

particular instances may be refused, or the registration

of transfer of outstanding ADRs generally may be suspended, during

any period when

the

transfer books of the Depositary or

Barclays or those maintained by the foreign

registrar are closed, or if any such action is deemed necessary or

advisable by the Depositary or Barclays at any

time or from

time to time because of any requirement of law or of any government

or governmental

body or

commission, or under any

provision of the Deposit Agreement, or, as long as it would be permitted under

the transfer agency rules

applicable to the Depositary,

for any other reason.

Notwithstanding the provisions of the Deposit Agreement

and the ADRs, the

surrender

of outstanding ADRs and withdrawal of ADSs may not be

suspended subject only to (i) temporary

delays caused by closing the transfer books of the Depositary or Barclays or the deposit of ADSs in

connection with voting at a shareholders’ meeting, or

the payment of dividends, (ii) the payment of fees, taxes and similar charges, and

(iii)

compliance with any U.S. or foreign

laws or governmental

regulations relating to the ADRs or to the

withdrawal of the deposited

securities. Without

limitation of the foregoing,

the Depositary will not knowingly accept for depo

sit

any shares required

to be registered under

the provisions of the

Securities Act, unless a registration statement is in effect

as to such shares.

Limitations

on the Depositary’s Liability

The Depositary shall not incur any liability to any Holder or

beneficial owners of ADRs, if by reason of any provision

of any present or future law or

regulation of the United Kingdom,

United States or any other country,

or of any governmental or

regulatory authority or stock exchange

regulated market or automated

quotation system, or by reason of any provision,

present or future, of the Articles of the Company,

or by reason

any provision

of any securities issued or distributed by Barclays, or any

offering or

distribution thereof, or by

reason of any act of God or war or

terrorism or

other circumstances beyond

its

control, the Depositary shall be prevented or

forbidden from

or be subject to

any civil or criminal

penalty on account of doing or

performing any

act or thing which by the terms of the Deposit

Agreement

it is

provided

shall be done or performed;

nor shall the Depositary incur any liability to any Holder

or beneficial owner of any ADR by

reason of any non

-performance or delay, caused as

aforesaid, in the performance

of any act or thing which by the terms of the Deposit Agreement it is provided

shall or may be done or performed,

by reason of any exercise of,

or failure to exercise, any discretion provided

for in the Deposit Agreement. Where, by the terms of a distribution of a

dividend, or an offering

or distribution of rights, such distribution or offering may

not be made available to Holders, and the Depositary may not

dispose of such distribution or offering

on behalf of such Holders and make the net proceeds available to such Holders, then the Depositary shall

not make such distribution or

offering, and shall allow any rights, if applicable, to lapse.

The Depositary assumes no obligation nor shall it be subject to any liability under

the Deposit Agreement to any Holders

or beneficial owners of any

ADR (including, without limitation, liability with respect to the validity or

worth of any deposited securities), except that it agrees to perform

its

obligations specifically set forth in the Deposit Agreement

without gross negligence or bad

faith.

The Depositary shall not be under any obligation

to appear in, prosecute or defend

any action, suit

or other proceeding

in respect of any deposited

securities or in respect of the ADRs, which in its opinion

may involve it in expense or liability, unless indemnity satisfactory

to it against all expense

and liability shall be furnished as often as may be required.

The Depositary shall

not be liable for any action or non

-action by it in reliance upon the

advice of or information from

legal counsel, accountants,

any person presenting

ordinary

shares for deposit, any Holder or beneficial owner

ADSs or any other

person believed by

it in

good faith to be competent to give such advice or information. The Depositary shall not be liable for any

acts or omissions made by a successor depositary whether in connection

with a previous act or omission of the Depositary or in connection with

any matter arising wholly after the removal

or resignation of the Depositary, provided

that in

connection with the issue out of which such pote

ntial

liability arises the Depositary performed

its

obligations without negligence or bad

faith while

it acted as Depositary.

The Depositary shall not be responsible for any failure

to carry out any instructions to vote any of the deposited securities, or for

the manner in

which any such vote is cast (provided

that any such action or nonaction is in

good faith) or the effect of any such

vote.

The Depositary shall not be liable for the failure by any

Holder or beneficial owner

to obtain the benefits of credits or refunds of non-U.S. tax paid

against such Holder’s or beneficial owner’s income

tax liability. The Depositary shall not incur any liability for any

tax or tax consequences that may

be incurred

by Holders or beneficial owners on

account of their ownership or disposition of the ADRs or ADSs.

The Depositary is under no obligation

to inform Holders or any

other holders of an interest

in any ADSs about the requirements of English law,

rules

or regulations or any

changes therein or thereto.

Notwithstanding anything to the contrary

set forth in the Deposit Agreement or

any ADR, the Depositary and its agents

may fully respond

to any

and all demands or requests for

information maintained by or

on its behalf

in connection with the Deposit Agreement, any

Holder(

s) or beneficial

owner(s), any

ADR or ADRs or otherwise related hereto to the extent such information is requested or required

by or pursuant to any lawful

authority, including

without limitation laws, rules, regulations, administrative or

judicial process,

banking, securities or other regulators.

The Depositary shall not incur any liability for the content of any information

submitted to it by or

on behalf of Barclays for distribution to the

Holders or for any

inaccuracy of any translation thereof, for

any investment risk associated with acquiring

an interest in

deposited securities, for the

validity or worth

of the deposited securities, for the credit-worthiness of any third party,

for allowing any rights to lapse upon

the terms of the

Deposit Agreement

or for the failure or timeliness of any notice from Barclays.

The Depositary shall not be responsible for, and

shall incur no liability in connection

with or arising from, the insolvency of any custodian that is not

a branch

or affiliate

of JPMorgan

Chase Bank, N.A.

The Depositary shall not be liable for the acts or omissions made by, or

the insolvency of, any

securities depository, clearing

agency or settlement system. The Depositary shall not have

any liability for the price received

in connection with any

sale of securities, the timing thereof or any

delay in action or omission to act nor shall it be responsible for any error

or delay in action, omission to

act, default or negligence

on the part of the party so retained in connection with any such sale or proposed

sale.

Neither the Company

nor the Depositary nor any

of their respective agents shall be liable to

Holders or beneficial owners for

any indirect, special,

punitive or consequential damages or lost profits.

C. Description of Debt Securities

As of December 31,

2019,

we had the following series of debt securities registered pursuant to Section 12(b) of the Act, which are all listed on the

New York

Stock Exchange:

Debt

Securities

(class/

interest

rate)

Principal

Interest

Payment

Dates (in

arrear)

Issue

Date

Maturity

Date

Redemption

rights

Make-

Whole

Redempti

Date

(3)

Par

Redempti

on Date

(4)

(when

applicable

)

Events of

Default

Prospectu

Suppleme

Indenture

4.375%

Fixed Rate

Subordinat

ed Notes

due 2024

US$1,250,000,0

March

11 and

Septemb

er 11

Septemb

er 11,

2014

Septemb

er 11,

2024

Tax

Redemption,

(1)

Regulatory Event

Redemption

(2)

Notice Period:

Not

less than 30 nor

more than 60

days’ prior

notice.

N/A

Senior

Events of

Default

(5)

Prospectu

Suppleme

nt dated

Septembe

r 4, 2014

Dated

Subordinat

ed Debt

Securities

Indenture

dated

September

11, 2014

3.65%

Fixed Rate

Senior

Notes due

2025

US$2,000,000,0

March

16 and

Septemb

er 16

March

16, 2015

March

16, 2025

Tax

Redemption

(1)

Notice Period:

Not

less than 30 nor

more than 60

days’ prior

notice.

N/A

Senior

Events of

Default

(5)

Prospectu

Suppleme

nt dated

March 9,

2015

Senior

Debt

Securities

Indenture

dated

November

10, 2014

2.875%

Fixed Rate

Senior

Notes due

2020

US$1,000,000,0

June 8

and

Decemb

er 8

June 8,

2015

June 8,

2020

Tax

Redemption

(1)

Notice Period:

Not

less than 30 nor

more than 60

days’ prior

notice.

N/A

Senior

Events of

Default

(5)

Prospectu

Suppleme

nt dated

June 1,

2015

Senior

Debt

Securities

Indenture

dated

November

10, 2014

5.25%

Fixed Rate

Senior

Notes due

2045

US$1,500,000,0

February

17 and

August

17,

2015

August

17,

2045

Tax

Redemption

(1)

Notice Period:

Not

less than 30 nor

more than 60

days’ prior

notice.

N/A

Senior

Events of

Default

(5)

Prospectu

Suppleme

nt dated

August

10, 2015

Senior

Debt

Securities

Indenture

dated

November

10, 2014

3.25%

Fixed Rate

Senior

Notes due

2021

US$1,500,000,0

January

12 and

July 12

January

12, 2016

January

12, 2021

Tax

Redemption

(1)

Notice Period:

Not

less than 30 nor

more than 60

days’ prior

notice.

N/A

Senior

Events of

Default

(5)

Prospectu

Suppleme

nt dated

January 5,

2016

Senior

Debt

Securities

Indenture

dated

November

10, 2014

4.375%

Fixed Rate

Senior

Notes due

2026

US$2,500,000,0

January

12 and

July 12

January

12, 2016

January

12, 2026

Tax

Redemption

(1)

Notice Period:

Not

less than 30 nor

more than 60

days’ prior

notice.

N/A

Senior

Events of

Default

(5)

Prospectu

Suppleme

nt dated

January 5,

2016

Senior

Debt

Securities

Indenture

dated

November

10, 2014

5.20%

Fixed Rate

Subordinat

ed Notes

due 2026

US$2,050,000,0

May 12

and

Novemb

er 12

May 12,

2016

May 12,

2026

Tax

Redemption,

(1)

Regulatory Event

Redemption

(2)

Notice Period:

Not

less than 30 nor

N/A

Dated

Subordinat

Enforceme

nt Events

(7)

Prospectu

Suppleme

nt dated

May 5,

2016

Dated

Subordinat

ed Debt

Securities

Indenture

dated

September

Debt

Securities

(class/

interest

rate)

Principal

Interest

Payment

Dates (in

arrear)

Issue

Date

Maturity

Date

Redemption

rights

Make-

Whole

Redempti

Date

(3)

Par

Redempti

on Date

(4)

(when

applicable

)

Events of

Default

Prospectu

Suppleme

Indenture

more than 60

days’ prior

notice.

11, 2014

3.20%

Fixed Rate

Senior

Notes due

2021

US$1,350,000,0

February

10 and

August

10, 2016

August

10, 2021

Tax

Redemption

(1)

Notice Period:

Not

less than 30 nor

more than 60

days’ prior

notice.

N/A

Senior

Events of

Default

(5)

Prospectu

Suppleme

nt dated

August 3,

2016

Senior

Debt

Securities

Indenture

dated

November

10, 2014

Floating

Rate Senior

Notes due

2021

month USD

LIBOR plus

2.11%

p.a.)

US$1,000,000,0

February

10, May

10,

August

10 and

Novemb

er 10

August

10, 2016

August

10, 2021

Tax

Redemption

(1)

Notice Period:

Not

less than 30 nor

more than 60

days’ prior

notice.

N/A

Senior

Events of

Default

(5)

Prospectu

Suppleme

nt dated

August 3,

2016

Senior

Debt

Securities

Indenture

dated

November

10, 2014

Floating

Rate Senior

Notes due

2023

month USD

LIBOR plus

1.625%

p.a.)

US$750,000,00

January

10, April

10, July

10 and

October

January

10, 2017

January

10, 2023

Tax

Redemption,

(1)

Par Redemption

(4)

Notice Period:

Not

less than 30 nor

more than 60

days’ prior

notice.

Par

Redempti

on Date:

January

10, 2022

Senior

Events of

Default

(6)

Prospectu

Suppleme

nt dated

January 3,

2017

Senior

Debt

Securities

Indenture

dated

November

10, 2014

3.684%

Fixed Rate

Senior

Notes due

2023

US$1,500,000,0

January

10 and

July 10

January

10, 2017

January

10, 2023

Tax

Redemption,

(1)

Make-Whole

Redemption,

(3)

Par

Redemption

(4)

Not

ice Period:

Not

less than 15 nor

more than 60

days’ prior

notice.

Make-

Whole

Redempti

on Date:

At any

time from

and

including

July 10,

2017,

until

(but

excluding)

January

10, 2022

Par

Redempti

on Date:

January

10, 2022

Senior

Events of

Default

(6)

Prospectu

Suppleme

nt dated

January 3,

2017

Senior

Debt

Securities

Indenture

dated

November

10, 2014

4.337%

Fixed Rate

Senior

Notes due

2028

US$1,250,000,0

January

10 and

July 10

January

10, 2017

January

10, 2028

Tax

Redemption,

(1)

Make-Whole

Redemption,

(3)

Par

Redemption,

(4)

tice Period:

Not

less than 15 nor

more than 60

days’ prior

notice.

Make-

Whole

Redempti

on Date:

At any

time from

and

including

July 10,

2017,

until

(but

excluding)

January 8,

2027

Par

Senior

Events of

Default

(6)

Prospectu

Suppleme

nt dated

January 3,

2017

Senior

Debt

Securities

Indenture

dated

November

10, 2014

Debt

Securities

(class/

interest

rate)

Principal

Interest

Payment

Dates (in

arrear)

Issue

Date

Maturity

Date

Redemption

rights

Make-

Whole

Redempti

Date

(3)

Par

Redempti

on Date

(4)

(when

applicable

)

Events of

Default

Prospectu

Suppleme

Indenture

Redempti

on Date:

January 8,

2027

4.950%

Fixed Rate

Senior

Notes due

2047

US$1,500,000,0

January

10 and

July 10

January

10, 2017

January

10, 2047

Tax

Redemption,

(1)

Make-Whole

Redemption,

(3)

Notice Period:

Not

less than 15 nor

more than 60

days’ prior

notice.

Make-

Whole

Redempti

on Date:

At any

time from

and

including

July 10,

2017

Senior

Events of

Default

(6)

Prospectu

Suppleme

nt dated

January 3,

2017

Senior

Debt

Securities

Indenture

dated

November

10, 2014

4.836%

Fixed Rate

Subordinat

ed Callable

Notes due

2028

US$2,000,000,0

May 9

and

Novemb

er 9

May 9,

2017

May 9,

2028

Tax

Redemption,

(1)

Regulatory Event

Redemption,

(2)

Par Redemption

(4)

Notice Period:

Not

less than 30 nor

more than 60

days’ prior

notice.

Par

Redempti

on Date:

May 7,

2027

Dated

Subordinat

Enforceme

nt Events

(8)

Prospectu

Suppleme

nt dated

May 2,

2017

Dated

Subordinat

ed Debt

Securities

Indenture

dated May

9, 2017

3.250%

Fixed Rate

Senior

Notes due

2033

GBP1,250,000,0

January

17,

2018

January

17,

2033

Tax

Redemption,

(1)

Make-Whole

Redemption,

(3)

Loss Absorption,

Disqualification

Event,

Redemption,

(4)

tice Period:

Not

less than 30 nor

more than 60

days’ prior

notice.

Make-

Whole

Redempti

on Date:

At any

time from

and

including

July 17,

2018

Senior

Events of

Default,

(6)

Senior

Enforceme

nt Events

(7)

Prospectu

Suppleme

nt dated

January 8,

2018

Senior

Debt

Securities

Indenture

dated

January 17,

2018

4.338%

Fixed-to-

Floating

Rate Senior

Notes due

2024

(

Floating

Rate

: 3

month USD

LIBOR plus

1.356%

p.a.)

Terms

provide

for

the

replaceme

nt of

LIBOR.

(9)

US$1,250,000,0

Fixed

Rate

May 16

and

Novemb

er 16

each

year until

(and

including

) May

16, 2023

Floating

Rate

August

16, 2023,

Novemb

er 16,

2023,

February

16, 2024

and May

16, 2024

May 16,

2018

May 16,

2024

Tax

Redemption,

(1)

Make-Whole

Redemption,

(3)

Par

Redemption,

(4)

Loss Absorption,

Disqualification

Event,

Redemption,

(5)

Notice Period:

Not

less than 15 nor

more than 60

days’ prior

notice.

Make-

Whole

Redempti

on Date:

At any

time from

and

including

November

16, 2018,

until (but

excluding)

May 16,

2023

Par

Redempti

on Date:

May 16,

2023

Senior

Events of

Default

(6)

Senior

Enforceme

nt Events

(7)

Prospectu

Suppleme

nt dated

May 9,

2018

Senior

Debt

Securities

Indenture

dated

January 17,

2018

Debt

Securities

(class/

interest

rate)

Principal

Interest

Payment

Dates (in

arrear)

Issue

Date

Maturity

Date

Redemption

rights

Make-

Whole

Redempti

Date

(3)

Par

Redempti

on Date

(4)

(when

applicable

)

Events of

Default

Prospectu

Suppleme

Indenture

Floating

Rate Senior

Notes due

2024

month USD

LIBOR plus

1.380%

p.a.)

Terms

provide

for

the

replaceme

nt of

LIBOR

(9)

US$1,500,000,0

February

16, May

16,

August

16 and

Novemb

er 16

May 16,

2018

May 16,

2024

Tax

Redemption,

(1)

Par

Redemption,

(4)

Loss Absorption,

Disqualification

Event,

Redemption,

(5)

tice Period:

Not

less than 15 nor

more than 60

days’ prior

notice.

Par

Redempti

on Date:

May 16,

2023

Senior

Events of

Default,

(6)

Senior

Enforceme

nt Events

(7)

Prospectu

Suppleme

nt dated

May 9,

2018

Senior

Debt

Securities

Indenture

dated

January 17,

2018

4.972%

Fixed-to-

Floating

Rate Senior

Notes due

2029

(

Floating

Rate

: 3

month USD

LIBOR plus

1.902%

p.a.)

Terms

provide

for

the

replaceme

nt of

LIBOR

(9)

US$1,750,000,0

Fixed

Rate

May 16

and

Novemb

er 16

each

year until

(and

including

) May

16, 2028

Floating

Rate

August

16, 2028,

Novemb

er 16,

2028,

February

16, 2029

and May

16, 2029

May 16,

2018

May 16,

2029

Tax

Redemption,

(1)

Make-Whole

Redemption,

(3)

Par

Redemption,

(4)

Loss Absorption,

Disqualification

Event,

Redemption,

(5)

Notice Period:

Not

less than 15 nor

more than 60

days’ prior

notice.

Make-

Whole

Redempti

on Date:

At any

time from

and

including

November

16, 2028,

until (but

excluding)

May 16,

2028

Par

Redempti

on Date:

May 16,

2028

Senior

Events of

Default,

(6)

Senior

Enforceme

nt Events

(7)

Prospectu

Suppleme

nt dated

May 9,

2018

Senior

Debt

Securities

Indenture

dated

January 17,

2018

4.610%

Fixed-to-

Floating

Rate Senior

Notes due

2023

(

Floating

Rate

: 3

month USD

LIBOR plus

1.40%

p.a.)

Terms

provide

for

the

replaceme

nt of

LIBOR

(9)

US$2,500,000,0

Fixed

Rate

February

15 and

August

15 each

year until

(and

including

)

February

15, 2022

Floating

Rate

May 15,

2022,

August

15, 2022,

Novemb

er 15,

2022

and

February

Novemb

er 15,

2018

February

15, 2023

Tax

Redemption,

(1)

Make-Whole

Redemption,

(3)

Par

Redemption,

(4)

Loss Absorption,

Disqualification

Event,

Redemption,

(5)

tice Period:

Not

less than 15 nor

more than 60

days’ prior

notice.

Make-

Whole

Redempti

on Date:

At any

time from

and

including

May 15,

2019,

until

(but

excluding)

February

15, 2022

Par

Redempti

on Date:

February

15, 2022

Senior

Events of

Default,

(6)

Senior

Enforceme

nt Events

(7)

Prospectu

Suppleme

nt dated

November

7, 2018

Senior

Debt

Securities

Indenture

dated

January 17,

2018

Debt

Securities

(class/

interest

rate)

Principal

Interest

Payment

Dates (in

arrear)

Issue

Date

Maturity

Date

Redemption

rights

Make-

Whole

Redempti

Date

(3)

Par

Redempti

on Date

(4)

(when

applicable

)

Events of

Default

Prospectu

Suppleme

Indenture

15, 2023

Floating

Rate Senior

Notes due

2023

month USD

LIBOR plus

1.43%

p.a.)

Terms

provide

for

the

replaceme

nt of

LIBOR

(9)

US$750,000,00

February

15, May

15,

August

15 and

Novemb

er 15

Novemb

er 15,

2018

February

15, 2023

Tax

Redemption,

(1)

Par

Redemption,

(4)

Loss Absorption,

Disqualification

Event,

Redemption,

(5)

tice Period:

Not

less than 15 nor

more than 60

days’ prior

notice.

Par

Redempti

on Date:

February

15, 2022

Senior

Events of

Default,

(6)

Senior

Enforceme

nt Events

(7)

Prospectu

Suppleme

nt dated

November

7, 2018

Senior

Debt

Securities

Indenture

dated

January 17,

2018

3.932%

Fixed-to-

Floating

Rate Senior

Notes due

2025

(

Floating

Rate

: 3

month USD

LIBOR plus

1.610%

p.a.)

Terms

provide

for

“Benchmar

k Events”

(defined

below) that

would

trigger the

replaceme

nt of

LIBOR

(10)

US$2,000,000,0

Fixed

Rate

May 7

and

Novemb

er 7 each

year until

(and

including

) May 7,

2024

Floating

Rate

August

7, 2024,

Novemb

er 7,

2024,

February

7, 2025

and May

7, 2025

May 7,

2019

May 7,

2025

Tax

Redemption,

(1)

Make-Whole

Redemption,

(3)

Par

Redemption,

(4)

Loss Absorption,

Disqualification

Event,

Redemption,

(5)

Notice Period:

Not

less than 15 nor

more than 60

days’ prior

notice.

Make-

Whole

Redempti

on Date:

At any

time from

and

including

November

7, 2019,

until (but

excluding)

May 7,

2024

Par

Redempti

on Date:

May 7,

2024

Senior

Enforceme

nt Events

(7)

Prospectu

Suppleme

nt dated

April 30,

2019

Senior

Debt

Securities

Indenture

dated

January 17,

2018

5.088%

Fixed-to-

Floating

Rate

Subordinat

ed Notes

due 2030

(

Floating

Rate

: 3

month USD

LIBOR plus

3.054%

p.a.)

Terms

provide

for

“Benchmar

k Events”

(defined

below) that

would

trigger the

replaceme

US$1,500,000,0

Fixed

Rate

June 20

and

Decemb

er 20

each

year until

(and

including

) June

20, 2029

Floating

Rate

Septemb

er 20,

2029,

Decemb

er 20,

2029,

March

20, 2030

June 20,

2019

June 20,

2030

Tax

Redemption,

(1)

Regulatory Event

Redemption,

(2)

Par Redemption

(4)

Notice Period:

Not less than 30

nor more

than 60

days’ prior

notice.

Par

Redempti

on Date:

June 20,

2029

Dated

Subordinat

Enforceme

nt Events

(8)

Prospectu

Suppleme

nt dated

June 13,

2019

Dated

Subordinat

ed Debt

Securities

Indenture

dated as of

May 9,

2017

Debt

Securities

(class/

interest

rate)

Principal

Interest

Payment

Dates (in

arrear)

Issue

Date

Maturity

Date

Redemption

rights

Make-

Whole

Redempti

Date

(3)

Par

Redempti

on Date

(4)

(when

applicable

)

Events of

Default

Prospectu

Suppleme

Indenture

nt of

LIBOR

(10)

and June

20, 2030

(1)

Tax Redemption

means that we have the right to redeem any series of debt securities on the terms described

below under

“

Tax

Redemption

.”

(2)

Regulatory Event Redemption

means that we have the right to redeem any series of Dated Subordinated

Debt Securities

on the terms described

below under

“

Regulatory

Event Redemption

.”

(3)

Make-Whole Redemption

means that we

have the right to redeem

certain series of debt securities on the terms described below under

clause (i)

of “

Optional Redemption

.”

(4)

Par Redemption

means that we have the right to redeem certain series of debt securities on the terms described below

under clause (ii) of

“

Optional Redemption

.”

(5)

Loss Absorption

Disqualification

Event Redemption means that we have the right to

redeem certain series of Senior Debt Securities on the terms

described below under

“

Loss Absorption Disqualification Event Redemption

.”

(6)

Senior Events of Default means that the events of default described

below under

“

Senior Events

of Default

” are applicable to the relevant

series of

debt securities.

(7)

Senior Enforcement

Events means that the

enforcement

events and remedies described below under

“

Senior Enforcement Events

” are applicable

to the relevant series of debt securities.

(8)

Dated Subordinated Enforcement

Events means that

the enforcement

events and remedies described below under

“

Dated Subordinated

Enforcement Events

”

are applicable to the relevant

series of debt securities.

(9)

The terms of the applicable series of debt securities provide

substituted interest rates when LIBOR is

temporarily or

permanently unavailable as

described under

“

LIBOR Replacement.

”

(10)

The terms of the applicable series of debt securities specify certain “Benchmark

Events” that would trigger substitution of LIBOR when LIBOR is

temporarily or

permanently unavailable, as defined and described below

under “

LIBOR Replacement

.”

The summary set out below of the general terms and provisions

of our debt securities does not purport

to be complete and is subject to

and

qualified by reference

to, all of the definitions and pro

visions

of the relevant indenture (as listed

in the table above), any

supplement

to the relevant

indenture and the form

of the instrument representing each series of debt securities. Certain terms, unless otherwise defined here, have the

meaning given to them in the relevant indenture

General

The debt securities of any series are either our

senior obligations (the “Senior Debt Securities”) or our dated subordinated

obligations (the “Dated

Subordinated

Debt Securities” and, together with the

Senior Debt Securities, are referred

to herein as the “debt securities”).

Neither the Senior Debt Securities nor the Dated Subordinated

Debt Securities

are secured by

any assets or property

of Barclays or any of its

subsidiaries or affiliates (including Barclays

Bank PLC, its subsidiary).

Each series of Senior Debt Securities was issued under

an indenture, entered into between us and The Bank of New York

Mellon, London Branch, as

“Trustee” (each, a “Senior Debt Securities Indenture”).

Each series of Dated Subordinated Debt Securities was issued under an indenture,

entered

into between us and The Bank of New York

Mellon, London Branch,

as Trustee (each, a “Dated

Subordinated

Debt Securities

Indenture”).

With

respect to each series of debt securities, the relevant Senior Debt Securities

Indenture

or Dated Subordinated

Debt Securities

Indenture

(as

applicable) is set forth in the table above,

and any respective supplements thereto are referred

to in this description individually as an “indenture”

and collectively as the “indentures.” The terms of the debt securities include those stated in the relevant indenture

and any supplemen

ts thereto,

and those terms made part of the relevant indenture

by reference

to the U.S.

Trust Indenture

Act of 1939,

as amended (the “Trust Indenture

Act”).

Each series of debt securities listed in the table above was issued pursuant

to an effective registration statement and a related

prospectus and

prospectus supplement setting

forth the terms of the relevant series of debt securities.

The indentures do not limit the amount of debt securities that we may

issue. Unless otherwise provided

in the terms

of a series of debt securities, a

series may be reopened,

without notice to or consent of any holder of outstanding debt securities, for issuances of additional debt securities of that

series. The debt securities of each series and any additional new debt securities of the same series would

be treated as a single series for all

purposes under

the relevant indenture.

Holders of debt securities have no voting rights except as described

below under

“

Modification and Waiver,

” “

Senior Events of Default,

” “

Dated

Subordinated Enforcement Events

and Remedies,

” and “

Limitation on Suits

.”

The debt securities are not subject to any sinking fund.

Interest

As of December 31,

2019,

we had three categories of registered Senior Debt Securities: (i) fixed rate Senior Debt Securities; (ii) floating rate Senior

Debt Securities (“Floating Rate Notes”); and (iii) fixed-to-floating rate Senior

Debt Securities; and two categories of registered Dated Subordinated

Debt Securities: (i) fixed rate Dated Subordinated

Debt Securities (together with the fixed rate Senior Debt Securities, the “Fixed Rate Notes”) and

fixed-to-floating rate Dated Subordinated

Debt Securities

(together with the fixed-to-floating rate Senior Debt Securities,

the “Fixed-to-Floating

Rate Notes”). The relevant interest rates, interest rate

amounts and interest payment dates of the debt securities are set

out in the table above.

Interest on the Fixed Rate Notes (including the fixed rate

interest period of the Fixed-to-Floating Rate Notes) is computed

on the basis of

a 360

-day

year of twelve 30

-day months, and, in the case of the Floating Rate Notes (including the floating rate interest period

of the Fixed-to-Floating Rate

Notes), on the basis of the actual number

of days in each floating rate interest period and a 360-day

year during

any floating rate interest period.

For the 3.250%

Fixed Rate Senior Notes due 2033,

where interest is to be calculated in respect of a period which is equal to or shorter than an

interest period, interest will be calculated on the basis of the actual number

of days in the relevant period, from

and including the last date

on which

interest was paid on such debt securities, to, but excluding,

the next date on which interest falls due, divided by the number

of days in the interest

period in which the relevant period

falls (including the first such day but excluding the last). This payment convention

is referred to as

ACTUAL/ACTU

AL (ICMA), defined based on the definition in the International Capital Market Association Primary Market Handbook.

Payments

Payment of principal of and interest

on the debt securities, so long as the debt securities are represented by

global securities, are made in

immediately available funds. If any scheduled fixed rate

interest payment date is not a Business Day (as defined

below), we will pay interest on

the

next succeeding Business Day,

but interest on that payment will not accrue during

the period fro

and after the scheduled fixed rate interest

payment date. If any scheduled

floating rate interest payment date, other than the maturity

date, would fall on a day that is not a Business Day,

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.

Payments in respect of debt securities denominated

in U.S. dollars are made to holders of record

on the close of business

on the Business Day

immediately preceding

each interest payment date (or, if the debt securities are held in definitive form, the 15

Business Day preceding

each

interest payment date). Beneficial interests

in the global securities denominated in U.S. dollars trade in the same-day funds settlement system

DTC, and secondary

market trading activity in such interests will therefore settle in same-day

funds. A “Business Day” means any weekday

other

than one on which banking

institutions are authorized or obligated by

law or executive order

to close in

London, England

or The City of New York,

United States.

With respect to the 3.250%

Fixed Rate Senior Notes due 2033,

which are denominated

in sterling (the “Sterling-denominated Notes”), payment of

principal and interest payments in respect

of this series of debt securities are payable in sterling to holders of record

on the close of business

(in the

relevant Clearing System) on the Clearing System

Business Day (each, as defined below) immediately preceding

each interest payment date (or, if

these debt securities are held in definitive form,

the 15th Business Day preceding

each interest payment date).

With respect to the Sterling-denominated

Notes, “Clearing

Systems” means Clearstream Banking

S.A. (“Clearstream”)and/or Euroclear

SA/NV

(“Euroclear”), and shall include any successor clearing systems;

and “Clearing System Business Day” means a day

on which each Clearing System

for which any global

certificate is being held is open for business.

Beneficial interests in the Sterling-denominated

Notes trade in accordance with the normal rules and operating

procedures of Clearstream,

Luxembourg

and/or Euroclear, and secondary

market trading activity

in such interests will be settled using the procedures

applicable to

conventional eurobonds

in same-day funds.

If sterling is unavailable to us due to the imposition of exchange

controls or other

circumstances beyond

our control or is no longer used for the

settlement of transactions by

public institutions within the international banking community,

then all payments in

respect of the Sterling-

denominated Notes will be made in U.S. dollars until sterling is again available to

us or so used. The amount payable

on any date in sterling will be

converted

into U.S.

dollars at the Market Exchange

Rate (as defined below) as of the close of business on the second Business Day prior

to the

relevant payment date or,

if such Market Exchange

Rate is not then available, on the basis of the then most recent U.S. dollar/sterling exchange rate

available on or prior

to the second Business

Day prior to the relevant payment

date as determined by us in our

sole discretion. “Market Exchange

Rate” means the noon buying

rate in The City

of New York

for cable transfers of sterling as certified for

customs purposes (or,

if not so

certified, as

otherwise determined) by

the Federal Reserve Bank of New York.

Any payment

in respect of the Sterling-denominated Notes so made in U.S. dollars will not constitute an event of default under

the relevant

indenture or

the terms of this

series of debt securities. Neither the Trustee nor

the paying agent will be responsible for obtaining exchange

rates,

effecting currency

conversions or otherwise handling

redenominations. Holders of this

series of debt securities will be subject to foreign

exchange

risks as to payments of principal and

interest that may have important

economic and tax consequences

to them.

Floating Rate Interest – LIBOR

The Floating Rate Notes and, during

the relevant floating rate interest periods for each series of Fixed-to-Floating Rate Notes, the Fixed-to-Floating

Rate Notes, will bear interest at a floating rate, reset quarterly,

plus a certain percentage (“margin”)

per annum as set forth in the

table above.

The Bank of New York

Mellon, acting through its London branch,

as Calculation

Agent, determines the floating interest rate

for each floating rate

interest period by

reference

to the then-current three

-month U.S.

dollar London

Interbank Offered Rate (“LIBOR”) on the applicable interest

determination date. The interest determination

date for each floating rate interest period is the second London

banking day (being

any day on

which dealings in U.S. dollars are transacted in the Londo

interbank market) preceding

the applicable floating rate interest

payment date.

Calculation of LIBOR

With respect to any interest determination

date, LIBOR is the offered rate for deposits in U.S. dollars having

a maturity of three months that appears

on Reuters Page LIBOR01

as of 11:00 a.m., London time, on that interest determination date. If no such rate appears on

Reuters Page LIBOR01

an interest determination date, LIBOR will be determined

for such interest determination date on the basis of the rates at which deposits in U.S.

dollars for the period of three months are offered

to prime banks in the London interbank market by

the principal London

offices of each of four

major reference

banks in the London interbank market, as selected and identified by us (the “reference

banks”), 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 such quotations are

provided,

LIBOR on such interest determination date will be the arithmetic mean of those quotations. If fewer than two such quotations are

provided,

LIBOR on such interest 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,

selected and identified by us, 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 equal to LIBOR in effect with respect to the

immediately preceding interest determination date.

In this section, “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.

LIBOR Replacement

Following the FCA’s

announcement

in July 2017

that it

will no longer persuade

or compel banks to submit rates

for the calculation of LIBOR to the

administrator of LIBOR after 2021,

the terms of certain

series of Senior Debt Securities issued from

May 2018

(listed in

the table above) include

LIBOR replacement provisions

in the event that LIBOR is, for example, discontinued or ceases to be published, such that it is no longer

possible to

calculate the floating rate interest in the manner

set out above.

For those debt securities for which “Terms

provide

for the replacement of LIBOR” is indicated in the table above, the following provisions

for the

replacement of LIBOR apply. In

addition, for those debt securities for which

“Terms provide

for Benchmark Events (as defined below) that would

trigger the replacem

ent of LIBOR” is also indicated in the table above, the following provisions for the replacement

of LIBOR apply following the

occurrence

of a Benchmark Event.

(i)

We shall use reasonable endeavours

to appoint an Independent

Adviser to determine a Successor Rate (as

defined below) or,

alternatively, if

there is no Successor Rate, an Alternative Reference

Rate (as defined below);

(ii)

If we are unable to appoint an Independent

Adviser, or the Independent Adviser appointed

fails

to determine either a Successor Rate or

whether an Alternative Reference

Rate may be used, we may ourselves make such a

determination regarding

the applicable floating interest

rate for the affected debt securities;

(iii)

If a Successor Rate or an Alternative Reference

Rate (as applicable) is determined in accordance

with clause

(i) or (ii), such Successor Rate or

Alternative Reference

Rate (as applicable) shall be LIBOR for each of the future interest periods (subject to the subsequent ope

ration of, and to

any applicable adjustment described in clause (iv) below);

provided,

however

, that

if clause

(ii) applies and we do not, or are also unable to,

determine either a Successor Rate or whether an Alternative Reference

Rate may be used, the floating interest rate applicable to the

succeeding floating rate interest period

shall be equal to the floating interest rate last determined in relation to the affected

debt securities (or,

alternatively, in

the case of the applicable series of Floating Rate Notes, if there has not been a first floating rate interest payment

date in respect

of such debt securities, or in the case of the applicable series of Fixed-to-Floating Rate Notes, if there has

not been a first floating rate interest

period in respect of such debt securities, the floating interest rate shall be the

relevant first floating rate of interest or the fixed

interest rate, as

applicable pursuant to the prospectus

supplement for the relevant debt securities);

(iv)

If we or the Independent

Adviser (as applicable) determines that an

Adjustment Spread

(as defined below) should be applied to the Successor

or Alternative Reference

Rate (as applicable) and determines the quantum of, or a formula or methodology

for determining, such Adjustment

Spread, then such Adjustment Spread shall be applied to the Successor Rate or the Alternative

Reference Rate (as applicable) and the Floating

Rate of Interest shall be the aggregate

of (a) the Successor Rate or the Alternative Reference Rate (as applicable), (b)

the Adjustment Spread,

and (c) the Margin; failing which, such Successor Rate or Alternative Reference

Rate (as applicable) will apply without an Adjustment Spread.

We or

the Independent

Adviser may also specify certain

changes to the terms of the affected debt securities including, but not limited to, the

margin, relevant day count, relevant

screen page, Business Day,

interest determination date and/or the definition of LIBOR, and the method

for

determining the fallback rate in relation

to the affected debt securities, in order

to follow market practice in relation to the chosen Successor

Rate, the Alternative Reference

Rate (as applicable) and/or the Adjustment Spread.

The Trustee and Calculation Agent will effect

any amendment

to the relevant documentation

(including the indenture

and the terms of the

debt

securities) that are required

to give effect to the provisions described above.

Consent of the holders of the affected debt securities will not be

required

in connection with

implementing a Successor Rate,

Alternative Reference

Rate (as applicable) and/or any Adjustment Spread

or such

other changes, including for

the execution of any documents, amendments or other

steps

by the Trustee or the Calculation Agent (if required).

will give prompt

notice to the Trustee, the Calculation Agent and the holders of the debt securities following the determination of any

Successor Rate, Alternative Reference

Rate (as applicable) and/or any Adjustment Spread, and

specify the effective date(s) for such Successor

Rate, Alternative Reference

Rate (as applicable) and/or any Adjustment Spread

and any consequential changes made to the provisions as described

above.

Notwithstanding the above, determination of any Successor Rate,

Alternative Reference Rate or

any Adjustment Spread, and any other related

changes to the debt securities, shall be made in accordance

with the relevant Capital Regulations (if applicable), as defined in the prospectus

supplement for the relevant series of debt

securities.

For the purposes of this section:

“Adjustment

Spread” means a spread (which may be positive or

negative) or formula

or methodology for calculating a spread, which the

Independent

Adviser (in consultation with us) or we, as

issuer (as applicable), determin

is required

to be applied to the Successor

Rate or the

Alternative Reference

Rate (as applicable) in order to reduce

or eliminate, to

the extent reasonably practicable in the circumstances, any economic

prejudice or

benefit (as applicable) to

holders of the debt securities as a result of the replacement

of LIBOR with the Successor Rate or the

Alternative Reference

Rate (as applicable) and is the spread, formula or methodology

which:

in the case of a Successor Rate, is recommended

in relation to the

replacement of LIBOR with the Successor Rate by any “Relevant Nominating

Body” (as that term is defined in the prospectus supplement for

the relevant series of debt securities); or

ii)

in the case of a Successor Rate for which

no such recommendation

has been made or in the

case of an Alternative

Reference Rate, the

Independent

Adviser (in consultation with us) or we, as

issuer (as applicable) determine is recognized

or acknowledged as being in customary

market usage in international debt capital markets transactions

which reference

LIBOR, where such rate has been replaced by the Successor

Rate or the Alternative Reference Rate (as

applicable); or

iii)

if no such customary market usage is recognized

or acknowledged, the Independent Adviser

(in consultation with us) or we, as

issuer, in

its/our discretion (as applicable), determine (acting in good

faith and in a commercially reasonable manner)

to be appropriate;

“Alternative

Reference Rate” means the rate

that the Independent

Adviser or we, as issuer

(as applicable) determine has replaced LIBOR in

customary market usage in the international debt capital markets for

the purposes of determining rates of interest in respect of bonds

denominated

in U.S. dollars and of a comparable

duration to the relevant floating rate interest period, or,

if the Independent

Adviser or we, as issuer

(as

applicable) determine that there is no such rate, such other rate as the

Independent

Adviser or we, as issuer

(as applicable) determines in its/our

discretion (acting in good

faith and in a

commercially reasonable manner)

is most

comparable

to LIBOR;

“Benchmark Event” means:

●

LIBOR has ceased to be published on

the relevant screen page as a result of such benchmark

ceasing to be calculated or administered; or

●

a public statement by the administrator of LIBOR that it has ceased, or

will cease, publishing such reference

rate permanently or indefinitely (in

circumstances where no successor administrator has been appointed

that will continue publication of such reference rate); or

●

a public statement by the supervisor of the administrator of LIBOR that such reference

rate has been or will be permanently or indefinitely

discontinued; or

●

a public statement by the supervisor of the administrator of LIBOR as a consequence

of which such reference

rate will

be prohibited

from being

used or that its use will be subject to restrictions or adverse

consequences either generally,

or in respect of the debt securities; or

●

a public statement by the supervisor of the administrator of LIBOR that,

in the view of such supervisor, such reference

rate is no longer

representative of an underlying

market or the methodology to calculate such reference rate has materially changed; or

●

it has or will become unlawfu

for the Calculation Agent or us to calculate any payments due to be made to

any holder of the debt securities

using LIBOR (including, without limitation, under

the Benchmark Regulation

(EU) 2016/1011,

if applicable).

“Independent

Adviser” means an independent financial institution of international repute or other independent

financial adviser experienced in the

international debt capital markets, in each case appointed

by us at our own expense;

“Successor Rate” means the reference

rate (and related alternative screen page or source, if applicable) that the Independent

Adviser or we, as

issuer (as applicable) determines is a successor to or replacement

of LIBOR which is formally recommended

by any Relevant Nominating Body.

Ranking

Senior Debt Securities

Our Senior Debt Securities 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 Senior Debt Securities

will rank

par

passu

with all our other

outstanding unsecured

and unsubordinated

obligations, present and future, except such obligations as are preferred by

operation of law.

Dated Subordinated

Debt Securities

Our Dated Subordinated Debt Securities constitute our

direct, unsecured and

subordinated

obligations ranking

pari passu

without any preference

among themselves. In the event of our winding

-up or administration, the claims

of the Trustee, on behalf of the holders

of the Dated Subordinated

Debt Securities (but not the rights and claims of the Trustee in

its personal capacity under the relevant Dated Subordinated

Debt Securities

Indenture),

and the holders of the Dated Subordinated Debt Securities against us, in respect of such Dated Subordinated Debt Securities (including

any damages or other amounts

(if payable)) will:

(i)

be subordinated

to the claims of all

senior creditors (as defined below);

(ii)

rank at least

pari passu

with the claims of any subordinated

creditors of Barclays which in each case by law rank, or by their terms

are

expressed to rank,

pari passu

with the Dated Subordinated

Debt Securities;

and

(iii)

rank senior to Barclays’ ordinary

shares, preference shares and any junior

subordinated obligations (which may include any

of the junior

subordinate

obligations which are identified in the relevant prospectus supplement as “junior obligations”) or other securities which in each

case either by law rank,

or by their terms are expressed to rank, junior to the Dated Subordinated

Debt Securities.

“Senior creditors” with respect to a particular series of Dated Subordinated

Debt Securities, means creditors of Barclays who are: (1)

unsubordinated

creditors; (2) subordinated creditors (whether

in the event of a

winding-

up or administration of Barclays or other

wise) other than

(x) those whose claims by law rank, or

by their terms are expressed to rank,

pari passu

with or junior to the claims of the holders of the relevant

series of Dated Subordinated

Debt Securities

or (y) any claims which are

identified in the relevant prospectus supplement as being in respect of

“Parity Obligations” or “Junior

Obligations”;

or (3) in the case of the 5.088% Fixed

-to-Floating Rate Subordinated Notes due 2030,

creditors in

respect of any secondary

non-preferential debts (as defined

in the Banks and Building Societies (Priorities on Insolvency)

Order 2018

and any other

law or regulation

applicable to Barclays which is amended by this order).

As of December 31, 2019,

the aggregate amount of outstanding

indebtedness senior to the Dated

Subordinated

Debt Securities is GBP £34,681

million.

No Set-off

For the Dated Subordinated

Debt Securities

and the Senior Debt Securities issued on or after January 3, 2017,

subject to applicable law, no holder of

debt securities may exercise any claim

or plead any right of set-off, compensation

or retention in respect of any amount owed

to it

by us in

connection with the debt securities and the relevant indenture.

By its acquisition of the debt securities, each holder and beneficial owner

shall be

deemed

to have waived all such rights of set-off, compensation

or retention. No holder

of debt securities

shall be entitled to proceed directly

against us except as described

below under

“

Limitation on

Suits.

”

For the Senior Debt Securities issued prior

to 2017,

subject to applicable law, the Trustee and holders

of the debt securities by their acceptance

thereof will be deemed to have waived

any right of set-off or counterclaim

with respect to the

relevant debt

securities or the relevant indenture that

they might otherwise have against us.

Redemption

We may,

in the circumstances set out below,

redeem the debt securities prior

to their specified

maturity date. Holders of the debt securities have no

right to require us to redeem the debt securities. The debt

securities of any series to be redeemed

will also stop

bearing interest on the relevant

redemption

date. We will give prior notice of any proposed

redemption to holders of debt securities

denominated in U.S. dollars via DTC or,

respect of the Sterling-den

ominated Notes, via Clearstream, Luxembourg

and/or Euroclear, or,

if the

relevant debt securities are held in definitive

form, to the holders at their addresses shown

on the register for such debt securities. The notice period

required

for any proposed red

emption is

set

out in the table above.

Notwithstanding the foregoing,

for the Dated Subordinated Debt Securities and certain series of Senior Debt Securities issued on or after January

2017,

we may redeem the relevant series of debt securities only if we

have obtained prior

regulatory

consent for such redemption to the extent that

such consent is required

by the Capital Regulations, as defined in the prospectus supplement for the relevant series of debt securities

to be

redeemed.

If we have elected to redeem

any series of debt securities but prior to the payment of the redemption

amount the Relevant U.K. Resolution

Authority exercises its U.K. Bail-in Power

(see

“—Exercise of U.K. Bail-in Power”

below) in respect of the debt securities, the relevant redem

ption

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.

Tax

Redemption

We have

the right to redeem any series of debt securities, in whole but not in part, at a redemption

price equal to 100% of their principal amount

together with any accrued

but unpaid interest,

if any, upon

the occurrence

of certain events related to

taxation as described in the relevant

prospectus supplement.

If, as a result of a change

in, or

amendment to, the tax laws or regulations of the United Kingdom

(or any political subdivision or authority thereof or

therein that has the power

to tax) (a “Taxing Jurisdiction”), including any treaty to which the relevant Taxing

Jurisdiction is a party, or a

change in

an official application of those tax laws or regulations, including

a decision of any court or

tribunal, which becomes effective on or after the date on

which the debt securities are issued (or, in the

case of additional securities of the same series, the date on which the original securities are issued),

we: (i) become

obligated to pay holders any additional amounts (as described below

under “

Payment of Debt Security Additional Amounts

”); (ii)

would not be entitled to claim a deduction in respect of any payments in

computing our

taxation liabilities

or the amount of the deduction

would

be materially reduced; or

(iii) are unable 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 (each such change in

law or regulation

or the official application thereof, a “Tax Event”), we may

redeem the affected series of debt securities.

In addition, in respect of the 3.250% Fixed Rate Senior

Notes due 2033,

4.338% Fixed

-to-Floating Rate Senior Notes due 2024,

4.972%

Fixed-to-

Floating Rate Senior Notes due 2029,

Floating Rate Senior Notes

due 2024,

4.610%

Fixed-to-Floating Rate Senior Notes due 2023,

Floating Rate

Senior Notes due 2023

(3 month USD LIBOR plus 1.43%

p.a.) and 3.932%

Fixed-to-Floating Rate Senior Notes due 2025,

we may also, at

our

option, redeem such series of debt securities, in whole but not in part, if we are required

issue definitive certificated notes in the events specified

under the relevant prospectus

relating to the termination of a global security and, as a result, we become obligated to pay holders

any additional

amounts (as described below

under “

Payment of Debt Security Additional Amounts

”).

We may also

redeem the 5.088%

Fixed-to-Floating Rate Subordinated Notes due 2030

if, as

a result of a Tax Event, we become

obligated (i) to treat

such debt securities or any part thereof as a derivative

or an embedded

derivative for United Kingdom tax purposes; or (ii) to bring into account a

taxable credit if the principal amount of such debt securities were written

down or

converted.

Optional Redemption

We have

the right to redeem certain series of debt securities (as specified in the table above),

at our option (i) in whole or in part, at any time during

a fixed period specified in the prospectus

supplement for the series of debt securities to be redeemed, at a redemption

price equal to the higher of

(a) 100%

of the principal amount of such debt securities to be redeemed and (b)

as determined by the Determination Agent (as defined below), the

sum of the present values of the principal (discounted

from the date of the Par Redemption

specified in the

relevant prospectus supplement (the

“Par Redemption

Date”)) and remaining payments of interest to be made on any

scheduled fixed rate interest payment date to the Par

Redemption

Date for the debt securities to be

redeemed

(not including accrued but unpaid

interest, if

any, on the principal amount

of the debt securities)

discounted to the redemption date on a semi-annual basis (assuming a 360

-day year consisting of twelve 30-day

months) at the then-current

Treasur

Rate (as defined below) plus a specified margin, together with, in either case of (a) or (b)

above, accrued

but unpaid interest,

if any, on the

principal amount of the debt securities to be redeemed

to (but excluding) the redemption

date (the “Make-Whole Redemption”); and/or (ii) in

whole but not in part, on the Par Redemption

Date for the series of debt securities

to be redeemed,

at a redemption price

equal to 100% of their

principal amount together

with accrued but unpaid interest, if any.

The Treasury

Rate shall be calculated by the Determination Agent on the third Business Day preceding

the redemption date. In determining

the

Treasury

Rate, the below terms have the following meaning:

“Treasury Rate” means,

with respect to the 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”,

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 correspondin

the Par Redemption Date of the debt securities being redeemed

(if no maturity is within three months before or after the Par Redemption

Date of

the debt securities to be redeemed, yields for the two published

maturities most closely corresponding

to the Comparable Treasury Issue shall be

determined and the 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 durin

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 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 such redemption

date;

provided

that, if the

period from

the redemption date to the 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.

“Comparable Treasury

Issue” means, with respect to the 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 debt 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

debt securities.

“Comparable Treasury

Price” means, with respect to the redemption date, (i) the arithmetic average of the 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

Reference Treasury

Dealer Quotations,

or (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 as quoted in writing to the Determination Agent by

a Reference Tr

easury Dealer.

“Determination Agent” means an investment bank

or financial institution of international standing selected by Barclays and which may be

affiliate of Barclays.

“Reference Treasury

Dealer” means each of up to five banks selected by Barclay

(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

corpora

te bond issues.

“Reference Treasury

Dealer Quotations” means, with respect to each Reference Treasury

Dealer and the redemption date, the arithmetic average,

as determined by

the Determination Agent, of the bid and offered prices for the applicable Compara

ble 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.

Loss Absorption

Disqualification Event Redemption

We have

the right to redeem certain series of the senior debt securities (as specified in the table above), in whole but not in part,

at a redemption

price amount equal to 100%

of the principal amount of the debt securities being redeemed

together with accrued but unpaid

interest, if

any, upon

the occurrence

of a Loss

Absorption

Regulations Event (as defined below) which

results, or would be likely to

result (in our opinion,

or the opinion

of the Prudential Regulation

Authority (“PRA”)

or any other relevant

national or European authority), in a Loss

Absorption

Disqualification Event (as

defined below) with respect to the relevant debt securities to

be redeemed.

“Loss Absorption Disqualification Event” means the whole or any

part of the outstanding aggregate principal

amount of the relevant debt securities

at any time being excluded

from or ceasing to count towards

our and/or the Barclays 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 outstanding principal amount of the relevant debt securities 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 such debt

securities being less than the period prescribed

in the prospectus supplement for the relevant debt securities.

“Loss Absorption Regulations Event” means that (i) any

Capital Regulations become

effective with respect to Barclays and/or the Barclays Group

(ii) there is an amendment to, or change

in, any Capital Regulations, or any change

in the official application of any Capital Regulations, which

becomes effective with respect

to Barclays and/or the Barclays Group.

Regulatory

Event Redemption

If there is a change in the regulatory

classification of

the Dated Subordinated

Debt Securities that occurs on or after their issue date and that does,

or would

be likely to, result in the whole or any part

of the outstanding aggregate principal amount

of such Dated Subordinated Debt Securities at

any time being excluded

from or ceasing to count towards,

the Barclays Group’s

tier 2 capital, we may, at our option, at any time, redeem

the

affected Dated Subordinated

Debt Securities, in whole but not in part, at an amount equal to 100% of their principal amount

together with accrued

but unpaid interest, if any.

Payment of Debt Security Additional Amounts

We will pay

any amounts to be paid by us on

any series of debt securities without deduction or withholding

for, or

on account of, any and all

present or future income, stamp and other taxes, levies,

imposts, duties, charges, fees, deductions or withholdings (“Taxes”)

now or hereafter

imposed, levied, collected, withheld or assessed by or on

behalf of a Taxing Jurisdiction, unless the deduction or withholding

is required by law. If at

any time a Taxing Jurisdiction

requires us to deduct or withhold

Taxes, we will pay

the additional amounts of, or in respect of, the principal of, any

premium, if any,

and any interest on, the debt securities (“Debt Security Additional Amounts”) that are necessary so that the net amounts paid to

the holders, after the deduction or withholding,

shall equal

the amounts which would have been

payable had no

such deduction or

withholding

been required.

However,

certain exceptions are set forth in the

relevant prospectus

and/or prospectus

supplement for a particular series of debt

securities.

The relevant Indentures

for each series of the debt securities provide that we will not pay Debt Security Additional Amounts

for Taxes that are

payable because:

(i)

the holder or the beneficial owner of the debt securities is a domiciliary, national

or resident of, or engages in business or maintains a

permanent establishment or is physically present in, a Taxing

Jurisdiction requiring

that deduction or withholding, or

otherwise has

some

connection with the Taxing Jurisdiction

other than the holding or ownership

of the debt security, or the collection of any payment of, or in

respect of, the principal of, any

premium or

any interest on, any debt securities of the relevant series;

(ii)

except in the case of our winding

-up in England, the relevant debt security is

presented for paym

ent in the

United Kingdom;

(iii)

the relevant debt security is presented for

payment more

than 30 days after the date payment became due

or was provided

for, whichever is

later, except to

the extent that the holder would

have been entitled to the Debt Security Additional Amounts on presenting the debt security for

payment at the close of such 30

-day period;

(iv) the holder or the beneficial owner of the relevant debt securities or the beneficial owner

of any payment of (or

in respect of)

principal of,

prem

ium, if

any,

or any interest on debt securities failed to make any necessary claim or

to comply with any certification, identification or other

requirements concerning

the nationality, residence, identity

or connection

with the Taxing Jurisdiction of such holder or

beneficial owner, if

such claim or compliance is required

by statute, treaty, regulation

or administrative practice of the Taxing Jurisdiction as a condition to relief or

exemption from

such Taxes;

(v)

such Taxes are

imposed on a payment to an individual and are required

to be made pursuant to the European Union

Directive on the taxation

of savings income, adopted on

June 3, 2003,

or any law implementing or

complying with, or introduced in order to conform to, such Directive;

(vi)

the relevant debt security is presented for

payment by

or on behalf of a holder who

would have been

able to avoid such deduction or

withholding by

presenting the relevant debt security to another paying

agent in a member state of the European

Union or elsewhere; or

(vii) if the Taxes would

not have been imposed or

would have been

excluded under one

of the preceding points

if the

beneficial owner

of, or person

ultimately entitled to obtain an interest in, the debt securities had been

the holder of the debt securities.

However,

the terms of the 3.20% Fixed Rate Senior Notes due 2021,

Floating Rate Senior Notes due 2021,

3.684% Fixed Rate Senior Notes due

2023,

4.337%

Fixed Rate Senior Notes

due 2028,

4.950% Fixed Rate Senior Notes due 2047

and Floating Rate Senior Notes due 2023 (3

month

USD LIBOR plus 1.625%

p.a.) do not include the exception set out under paragraph

(v) above. The Dated Subordinated Debt Securities Indenture

dated May 9, 2017

and the Senior Debt Securities

Indenture

dated January 17,

2018

and the debt securities

issued pursuant thereto, do not include

the exceptions set out under

paragraphs

(v) and (vi) above.

Modification and Waiver

We and the Trustee may

make certain modifications and amendments to the indenture

applicable to each series of debt securities without the

consent of the holders of the debt securities. We may make

other modifications and amendments with the consent of the holder(s) of not less

than, in the case of the Senior Debt Securities, a majority of, or in the case of the Dated Subordinated

Debt Securities, 66

⁄

% in aggregate principal

amount of the debt securities of the series outstanding under

the applicable indenture that are affected by the modification or amendment.

However,

we may not make any modification or amendment

without the consent of the holder of each affected debt security that would:

●

change the terms of any debt security to change the stated maturity date of its principal amount;

●

change the principal amount

of, or any premium,

or rate of interest, with respect to any debt security;

●

reduce the amount of principal

on a discount debt security that would be due and payable

upon an acceleration of the maturity date of any

series of debt securities;

●

change our

obligation, or any successor’s, to pay Debt Security Additional Amounts;

●

change the places at which payments are payable

or the currency

of payment;

●

impair the right to sue for the enforcement

of any payment due and

payable;

●

reduce the percentage

in aggregate principal amount

of outstanding debt securities of

the series necessary to modify or amend the relevant

indenture or

to waive compliance with certain provisions of the relevant indenture

and any past event of default or enforcement

event (in each

case, as defined in the relevant indenture);

●

change our

obligation to maintain an office or agency in the place and for the purposes specified in the relevant indenture;

●

modify the subordination

provisions, if any, or the terms and conditions of our

obligations in respect of the due and punctual payment

of the

amounts due and payable

on the debt securities, in either case in a manner adverse to the holders; or

●

modify the foregoing

requirements

or the provisions of the relevant indenture relating to the waiver of any past event of default or enforcement

event (in each case, as defined in the relevant indenture)

or covenants, except as otherwise specified.

Unless the relevant prospectus

supplement provides

otherwise, in addition, any variations in the terms

and conditions of Dated Subordinated

Debt

Securities of any series, including modifications relating to the subordination

or redemption

provisions of such Dated Subordinated Debt Securities,

can only be made in accordance

with the rules

and requirements

of the PRA, as and to the extent applicable from time to time.

Events of Default and Enforcement Events and Remedies

Senior Debt Securities

Senior Events of Default

With respect to the Senior Debt Securities for

which “Senior Events of Default” is indicated in the table above, each of the following is a “Senior

Event of Default”:

●

Failure to pay

any principal or interest on any Senior Debt Securities of

that series within 14 days from

the due date for payment and such

failure to pay persists for a

further 14

days following written notice from the Trustee or

from holders of 25%

in principal amount of the Senior

Debt Securities of that series requiring

us to make payment, unless such payment was withheld in order

to comply with a law, regulation or

order

of any court of competent jurisdiction;

●

Breach of any covenant

or warranty

of the relevant Senior Debt Securities

Indenture

(other than payment, as stated above) and

that breach is

not remedied within 21

days following written notice from

the Trustee or from holders

of at least 25% in principal amount of the Senior Debt

Securities of that series requiring

us to remedy the breach; or

●

Either an English court of competent jurisdiction issues an order

which is not successfully

appealed within 30 days, or

an effective shareholders’

resolution is validly adopted, for

our winding

-up (other than under or in connection with a scheme of reconstruction, merger or amalgamation

not involving bankruptcy

or insolvency).

If a Senior Event of Default occurs and is continuing,

the Trustee or the holders of at least 25% in outstanding principal amount of the affected

series of Senior Debt Securities may declare such Senior Debt Securities to

be due and repayable

immediately (and such Senior Debt Securities

shall

thereby become

due and repayable)

at their outstanding principal amount (or at such other repayme

nt amount as may be specified

in or

determined in accordance

with the relevant indenture) together with accrued

interest, if

any. The Trustee

may at its discretion and without further

notice institute such proceedings

as it may think suitable against us to enforce payment.

Subject to the

provisions included in the relevant

indenture for

the indemnification of the Trustee, the holders of a majority in aggregate principal

amount of the outstanding Senior Debt Securities

of the affected series have

the right to

direct the Trustee to take enforcement

action with respect to that series; provided

that such direction does

not conflict with any rule of law or

the relevant indenture, and is not unjustly prejudicial to the holder(s)

of any Senior Debt Securities of that series

not taking part in the direction, in either case as determined

by the Trustee in its sole discretion. The Trustee may also

take any other action, not

inconsistent with the direction, that it deems proper.

The holders of a majority of the aggregat

principal amount of the outstanding Senior Debt Securities of any affected series

may also waive any

past Event of Default with respect to the affected

series, except any default in respect of either:

●

the payment of principal of,

or any premium

or interest on, any Senior Debt Securities; or

●

a covenant

or provision

of the relevant indenture which cannot be modified or amended

without the

consent of each holder of Senior Debt

Securities of the series.

Subject to exceptions, the Trustee may (but

is not obligated to), without the consent of the holders, waive or authorize

an Event of Default if, in the

opinion of the Trustee, such waiver

or authorization would

not be materially prejudicial to the

interests of the holders.

The Trustee must give notice to

each affected holder within 90 days of a default

with respect to the Senior Debt Securities of any series, unless the

default has been cured

or waived. However,

except in the case

of a default in the payment

of the principal of, or premium, if any,

or interest, if any,

on the Senior Debt Securities, the Trustee will be entitled to withhold notice if a

trust committee of responsible officers of

the Trustee determine in

good faith that withholding

of notice is in the interest of the holders.

We are required

furnish to the Trustee annually a statement as to our compliance with all conditions and covenants under

the relevant Senior

Debt Securities Indenture.

Notwithstanding any contrary

provisions, nothing shall impair the right of a holder,

absent the holder’s consent, to sue for any payments due but

unpaid with respect to the Senior Debt Securities.

Senior Enforcement

Events

With respect to the Senior Debt Securities for

which “Senior Events of Default, Senior Enforcement Events” or “Senior Enforcement

Events” is

indicated in the table above, “Senior Enforcement

Events” means:

●

Winding-up – If (i) a court of competent jurisdiction in England (or such other

jurisdiction in which we may be organized)

makes an order for

our winding

-up which is not successfully

appealed within 30 days

of the making of such order,

(ii) our shareholders

adopt an effective

resolution for our

winding-

up (other than, in the

case of either (i)

or (ii) above, under

or in connection with a scheme of reconstruction, merger

or amalgamation not involving

a bankruptcy or

insolvency) or (iii) following the appointment of an administrator of Barclays, the administrator

gives notice that it intends to declare and

distribute a dividend (each a “Senior Winding-up Event”), the outstanding principal amount

of the

Senior Debt Securities together with any accrued

but unpaid interest thereon will become immediately due and payable.

●

Non-payment

– If we fail to pay any amount that has become due and payable

under the Senior Debt Securities and such failure continues for

14 days, the Trustee

may give us notice of such

failure. If within a period

of 14 days following

the provision of such notice, the failure continues

and has not been cured

or waived (a “Non-

Payment Event”), the Trustee may at its discretion and without further notice to us institute

proceedings

in England (or such other

jurisdiction in which we may be organized)

(but not elsewhere) for our winding-up and/or prove in our

winding-

up and/or

claim in our liquidation or administration.

●

Breach of a Performance

Obligation – The Trustee may also, without further notice, institute such proceedings

against us

as the Trustee may

deem fit to enforce any other

term, obligation or condition binding

on us under the Senior Debt Securities

or the relevant Senior Debt Securities

Indenture

(i.e.,

other than any payment

obligation of Barclays under

or arising from the Senior Debt Securities or the relevant Senior Debt

Securities Indenture, including,

without limitation, payment of any principal or interest, including Debt Security Additional Amounts)

(such

obligation, a “Performance

Obligation”); provided always that the Trustee (acting on behalf of the holders of the Senior Debt Securities) and the

holders of the Senior Debt Securities may not enforce,

and may not

be entitled to enforce or

otherwise claim, against us

any judgment or

other

award given

in such proceedings that requires the payment

of money by us, whether by

way of damages or otherwise (a “Monetary

Judgment”), except by

proving

such Monetary Judgment in our winding-up and/or by claiming such Monetary Judgment in our administration.

With respect to the Senior Debt Securities for

which “Senior Events of Default, Senior Enforcement Events” is indicated in the table above,

inclusion of the Senior Events of Default set out above

under “

Senior Events of Default

” in the terms of the Senior Debt Securities results, or would

be likely to (in the opinion of Barclays, the

PRA or any other

relevant national or European

authority) result,

in a Loss Absorption Disqualification

Event following a Loss Absorption

Regulations Event that occurs on or after the issue date of such Senior Debt Securities, then we may,

at our

option, without the need for us to obtain any consent from

any holder of the Senior Debt Securities, determine that the Senior Events of Default will

no longer

apply to the Senior Debt Securities and will be replaced in their entirety by the Senior Enforcement

Events.

In respect of all series of Senior Debt Securities to which Senior Enforcement

Events apply, other than as set out above and subject to the Trust

Indenture

Act remedies specified below, no remedy

against us

will be available to the Trustee (acting on

behalf of the holders of the Senior Debt

Securities) or the holders of the Senior Debt Securities whether

for the recovery

of amounts owing in respect of such Senior Debt Securities or

under the relevant Senior Debt Securities Indenture

or in respect of any breach by

us of any of our obligations under or

in respect of the terms

such Senior Debt Securities or under

the relevant Senior Debt Securities

Indenture.

Trust Indenture

Act Remedies

Notwithstanding the limitation on remedies specified above, (i) the Trustee

will have such powers

as are required

to be authorized to it under the

Trust Indenture

Act in respect of the rights of the

holders of the Senior Debt Securities under

the provisions of the Indenture

and (ii) nothing shall

impair the right of a holder of the Senior Debt Securities under

the Trust Indenture

Act, absent such holder’s consent,

to sue for any payment

due

but unpaid with respect to the Senior Debt Securities. No holder

of Senior Debt Securities

shall be entitled to proceed

directly against us except as

described under

“

Limitation on

Suits

”

below.

Dated Subordinated

Debt Securities

Dated Subordinated Enforcement

Events

With respect to the Dated Subordinated

Debt Securities,

under the terms of each Dated Subordinated

Debt Securities

Indenture,

a “Dated

Subordinated

Enforcement

Event” shall

occur (i) upon

the occurrence of Dated Subordinated Winding

-Up Event, (ii)

upon the occurrence

of a

Dated Subordinated Non

-Payment Event or

(iii) upon a breach by

us of a

Dated Subordinated Performance

Obligation with respect to

the relevant

series of the Dated Subordinated

Debt Securities:

●

Winding-Up Event – If (i) a court

of competent jurisdiction in England (or such other jurisdiction in which we may be organized)

makes an order

for our

winding-

up which is not successfully

appealed within 30 days of the making of such order,

(ii) our shareholders

adopt an effective

resolution for our

winding-

up (other than, in the

case of either (i)

or (ii) above, under

or in connection with a scheme of reconstruction, merger

or amalgamation not involving

a bankruptcy or

insolvency) or (iii) following the appointment of an administrator of Barclays, the administrator

gives notice that it intends to declare and

distribute a dividend (each a “Dated Subordinated Winding

-up Event”), the outstanding principal

amount of the Dated Subordinated

Debt Securities

together with any accrued

but unpaid interest thereon will become immediately due and

payable.

●

Non-Payment

Event

–

If we fail to pay any amount

that has become due and payable

with respect to the

Dated Subordinated

Debt Securities

and such failure continues for 14

days, the Trustee may give

us notice of such failure. If payment is not made, or our

failure to pay has not been

waived, within a period of 14

days following the provision

of such notice, the Trustee may at its discretion and

without further notice to us

institute proceedings

in England (or such other

jurisdiction in which we may be organized) (but not elsewhere)

for our winding-up and/or

prove

in our winding

-up and/or claim in our liquidation or administration.

●

Breach of a Performance

Obligation – The Trustee may also, without further notice, institute such proceedings

against us

as it deems fit to

enforce any

other term, obligation or condition

binding on us under the relevant Dated Subordinated

Debt Securities

or Dated Subordinated

Debt Securities Indenture

(i.e.,

other than any payment

obligation as described above, including, without limitation, payment of any principal

interest, including Debt Security Additional Amounts) (such obligation, a “Dated Subordinated

Performance

Obligation”); provided always that

the Trustee and the holders of such Dated Subordinated

Debt Securities may not enforce or

otherwise claim against us any judgment or other

award given

in such proceedings that requires the payment

of money by us, whether by

way of damages or otherwise (a “Dated Subordinated

Monetary Judgment”),

except by proving

such Monetary Judgment in

our winding

-up and/or by claiming such Monetary Judgment in our

administration.

Other than the limited remedies specified in this section and subject to “Tr

ust Indenture

Act Remedies” below, no remedy

against us

will be

available to the Trustee (acting on

behalf of the holders of the Dated Subordinated Debt Securities) or the holders of the Dated Subordinated

Debt

Securities whether for the recovery

of amounts

owed by

us, or in respect of any breach by us of any of our obligations, under

or in respect of such

Dated Subordinated Debt Securities or under

the relevant Dated Subordinated Debt Securities Indenture.

If a Dated Subordinated

Enforcement

Event occurs and is continuing with respect to any series

of the Dated Subordinated

Debt Securities,

the

Trustee will have no obligation

to take any action at the direction of any

holders of such series of the Dated Subordinated

Debt Securities, unless

they have offered

the Trustee security or indemnity satisfactory to the Trustee

in its sole discretion.

The holders of a majority in aggregate

principal amount of the outstanding Dated Subordinated

Debt Securities

of a series shall have the right to

direct the time, method

and place of conducting any

proceeding in the name of and on the behalf of the Trustee for any remedy

available to the

Trustee or exercising any

trust or power

conferred on

the Trustee with respect to such series

of the Dated Subordinated

Debt Securities;

provided

such direction does not conflict with any rule of law or

the relevant Dated Subordinated

Debt Securities

Indenture

and is not unjustly

prejudicial to

the holder(s) of such series of the Dated Subordinated

Debt Securities

not taking part in the d

irection, in either case, as determined by

the Trustee

in its sole discretion. The Trustee may

also take any other action, consistent with the direction, that it deems proper.

The Trustee will, within ninety

(90) days of a Dated Subordinated

Enforcement

Event with respect to the

Dated Subordinated

Debt Securities

of any

series, give to each affected holder

of the Dated Subordinated Debt Securities of the affected series notice of any default known

to the Trustee,

unless the default has been cured

or waived. However,

the Trustee will be entitled to

withhold notice if a trust committee of responsible officers of

the Trustee determine

in good faith that withholding of notice is in the interest of the holders.

We are required

to furnish to the Trustee annually a statement as to our compliance with all conditions and covenants under

the relevant Dated

Subordinated

Debt Securities

Indenture.

Trust Indenture

Act Remedies

Notwithstanding the limitation on remedies specified above, (i) the Trustee

will have such powers

as are required

to be authorized to it under the

Trust Indenture

Act in respect of the rights of the

holders of the Dated Subordinated

Debt Securities

under the provisions

of the relevant Dated

Subordinated

Debt Indenture

and (ii) nothing shall impair the right of a

holder of the Dated Subordinated

Debt Securities

under the Trust Indenture

Act, absent such holder’s consent, to sue for any

payment due but unpaid

with respect to the

Dated Subordinated Debt Securities; provided

that, in

the case of each of (i) and (ii) above, any payments in

respect of, or arising from, the Dated Subordinated

Debt Securities, including any payments

or amounts resulting or arising from

the enforcement of any rights under

the Trust Indenture

Act in respect of the

Dated Subordinated Debt

Securities, are subject to the subordination

provisions set forth in the relevant Dated Subordinated

Debt Indenture.

Limitation on Suits

Before a holder

of debt securities may bypass the Trustee and bring

its

own lawsuit or other

formal legal action or take other steps to enforce its

rights or protect its interests relating to the debt securities, the following

must occur:

●

The holder must give the Trustee

written notice that an event of default or

enforcement

event (in each case,

as defined in the relevant

indenture)

has occurred

and remains uncured, and include any

other information stipulated by the relevant indenture.

●

The holders of 25% in principal amount

of all

outstanding debt securities of the relevant series

must make a written request that the Trustee

take action because of the default, and the holder

must offer to the Trustee indemnity or security satisfactory

to the Trustee in its sole

discretion against the cost and other liabilities of taking that action.

●

The Trustee must not have taken

action for 60 days after receipt of the above

notice and offer of any security and/or

indemnity (subject to the

terms of the relevant indenture), and

the Trustee must not have received

an inconsistent direction from the majority in principal amount of all

outstanding debt securities of the relevant series during

that period.

Notwithstanding any contrary

provisions, nothing shall impair the right of a holder,

absent the holder’s consent, to sue for any payments due but

unpaid with respect to the debt securities.

Exercise of U.K. Bail-in Power

The Relevant U.K. Resolution Authority

(which refers to any authority with the ability to exercise

a U.K. Bail-in Power)

may exercise the bail-in tool in

respect of Barclays, as issuer,

and the debt securities. Holders of the debt securities are bound

by the exercise of any U.K. Bail-in Power

(as defined

in the prospectus supplement for

the relevant series of debt securities) by the Relevant U.K. Resolution Authority.

This is not a waiver of any rights

holders of 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

breach of laws applicable in England.

Generally, exercise

of any U.K. Bail-in Power

by the Relevant U.K. Resolution Authority

may result in (i) the cancellation of all, or a portion, of the

principal amount of, or

interest on, the debt securities; and/ or (ii) the conversion

of all,

or a porti

on of, the principal amount of, or interest on, the

debt securities into shares or other securities or other

obligations of Barclays or another person,

including by means of a variation of the terms of

the debt securities to give effect to

the exercise by the Relevant

U.K. Resolution Authority of such U.K. Bail-in Power.

Holders of debt securities should review the provisions relating to

U.K. Bail-in Power

included in the relevant prospectus supplement for

such debt

securities, including the section entitled

“

Risk Factors

” therein.

No repayment

of the principal amount of the debt securities or payment of interest on the 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

Barclays under

the laws and regulations of the United Kingdom and

the European Union

applicable to

Barclays.

The exercise of the U.K. Bail-in Power

by the Relevant U.K. Resolution Authority

with respect to the debt securities shall not constitute a Senior

Event of Default, a Senior Enforcement

Event or a Dated Subordinated Enforcement

Event, as

applicable.

Upon the exercise of any U.K. Bail-in Power

by the Relevant U.K. Resolution Authority

with respect to the debt securities, the Trustee shall not be

required

to take any further directions from holders

of the debt securities

pursuant to the applicable indenture

which authorizes holders of a

majority in aggregate

principal amount of the outstanding debt securities of the relevant series of Debt Securities to direct certain actions relating

to the relevant debt securities and (b) the applicable indentures impose no duties

upon the Trustee whatsoever

with respect to the exercise of any

U.K. Bail-in Pow

er 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 in respect of the debt securities, the 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 the debt securities), then the Trustee’s duties under

the

relevant Senior Debt Securities Indenture

or Dated Subordinated Debt Securities Indenture (as applicable) will apply with respect to the relevant

debt securities following such completion to the extent agreed

by Barclays and the Trustee, pursuant to a

supplemental indenture to the applicable

indenture, or an amendment

thereto.

Consolidation,

Merger and Sale of Assets; Assumption

We may,

without the consent of holders of any outstanding debt securities, consolidate, amalgamate with or

merge into any other

corporation, or

convey or

transfer or lease our properties and

assets

substantially as an entirety to any

Person

(as defined below), provided

that:

●

the Person formed

by such consolidation or amalgamation, or into which Barclays

is merged, or the Person which

acquires by conveyance

transfer,

or which leases the properties and assets of Barclays substantially as an entirety expressly assumes by

supplemental indenture all of

Barclays’ obligations under

the outstanding debt securities

and the relevant indentures;

●

immediately after giving effect to such transaction, no Senior

Event of Default (or Senior Winding

-up Event, as defined above) or Dated

Subordinated

Winding-up Event, as applicable, and no event which, after notice or lapse of time or both, would become

a Senior Event of

Default (or Senior Winding

-up Event, as defined above) or Dated Subordinated

Winding-up Event, as

applicable, shall have happened and

continuing; and

●

we have delivered to the

Trustee an officer’s certificate and an opinion

of counsel, each stating that such consolidation, amalgamation, merger,

conveyance

or transfer and such supplemental indenture

comply with the relevant indenture and that all conditions precedent relating to such

transaction have been complied with.

The successor Person formed

by such consolidation or amalgamation or

into which Barclays is merged or the Person

to which such conveyance or

transfer is made will succeed to and be substituted for,

and may exercise every right and

power

of, Barclays under

the relevant indenture with the

same effect as if such successor Person

had been named as the issuer, and thereafter,

the predecessor

Person

shall be relieved of all

obligations

and covenants under

the relevant indenture and the relevant series of debt securities.

In this section, “Person” means any individual,

corporation,

partnership, joint venture, association, joint-stock company,

trust, unincorporated

organization or

government or

any agency or political subdivision thereof.

Satisfaction and Discharge

When (i) Barclays delivers to the Trustee

all outstanding debt securities of any series (other

than debt securities

which have been replaced

or paid

because they were destroyed,

lost or stolen) for cancellation, or (ii) all outstanding debt securities of any series have become

due and payable

are by their terms due and

payable within one year whether

at maturity or are to be called for redemption

within one year under

arrangements

satisfactory to the Trustee, and in the

case of clause (ii) Barclays deposits or causes to be deposited with the Trustee funds sufficient

to pay and

discharge all claims with respect to all outstanding debt securities of any

series, including accrued interest thereon, if any, at maturity

or upon

redemption

of such debt securities, and if in either case,

Barclays

pays all other sums related to the debt securities of such series payable under

the

relevant indenture

by Barclays, and Barclays has

delivered to the Trustee an officer’s certificate

and an opinion of counsel, each stating that all

conditions precedent

relating to the satisfaction and discharge of the relevant indenture have been

complied with, then the indenture shall (subject

to certain surviving provisions)

cease to be of

further effect with respect to

such series of debt securities, and the Trustee, at Barclays’ expense,

shall execute proper

instruments acknowledging satisfaction and discharge of the relevant indenture with respect to such series of debt securities.

Defeasance and Discharge

For the Dated Subordinated

Debt

Securities issued under the Dated Subordinated Debt Securities Indenture dated September

11, 2014,

at our

option, either (1) we shall be deemed to have been

discharged from

our obligations with respect to any series of

Dated Subordinated

Debt

Securities after the applicable conditions set forth below

have been satisfied, or (2) we shall cease to be under any

obligation to comply with any

term, provision or condition

set forth for the relevant Dated Subordinated Debt Securities, at any time after the applicable conditions set forth

below have been

satisfied:

(a)

we shall have deposited or caused to

be deposited irrevocably

with the Trustee or its agent as trust funds in trust, specifically pledged as

security for,

and dedicated solely to, the benefit of the holders of the relevant Dated Subordinated

Debt Securities and the holders of any

coupons appertaining

thereto (i) money in an amount, or (ii) U.S. government

obligations which through the payment of interest and principal

in respect thereof in accordance

with

their terms will provide, not later than the due date of any payment, money in an amount, or (iii) a

combination of (i) and (ii), in each case sufficient, in the opinion

(with respect to (ii) and (iii)) of a nationally recognized firm of independent

public accountants expressed in a written certification thereof

delivered to the Trustee, to pay and

discharge, and which shall be applied by

the

Trustee (or any

such other qualifying trustee) to pay and discharge, the principal of (and premium,

if any) and interest on, the outstanding

Dated Subordinated Debt Securities of such series and any coupons

appertaining thereto;

(b)

no event which is, or after notice or

lapse of time or both would become,

a Dated Subordinated Enforcement Event with respect to the relevant

Dated Subordinated Debt Securities shall have occurred

and be continuing at the time of such

deposit;

(c)

we must deliver to the Trustee an opinion

of counsel to the effect that holders of the Dated Subordinated

Debt Securities

of such series will not

recognize

income, gain or loss for Federal income tax purposes as a result of such exercise of

option and will be subject to U.S. federal income

tax on the same amount and in the same manner

and at the same times as would have been the case if such option had not been exercised,

and, in the case of Dated Subordinated

Debt Securities

being discharged,

such opinion shall be accompanied by

a private letter ruling to that

effect received

from the United States Internal Revenue Service or a revenue

ruling pertaining to a comparable

form of transaction to that effect

published by the United States Internal Revenue

Service; and

(d)

we shall have delivered to the Trustee

an officer’s certificate and

an opinion of counsel, each stating that all conditions precedent

have been

complied with, and an opinion of counsel to the effect

that the exercise of the option set out under

this section would not cause such Dated

Subordinated

Debt Securities

to be delisted;

The Trustee and Paying Agent

The Bank of New York

Mellon, London Branch,

One Canada Square, London E14 5AL, United Kingdom, acts as the Trustee under the indentures

and initial principal paying

agent for the debt securities.

Governing Law

The debt securities, the relevant Senior Debt Securities Indenture

and the relevant Dated Subordinated Debt Securities Indenture

are governed

and construed in accordance

with the laws

of the State of New York,

except that any applicable subordination

provisions of each series of Dated

Subordinated

Debt Securities

and any applicable provisions relating to

waiver of set-off of each series of Dated Subordinated

Debt Securities

and

the Senior Debt Securities issued under

the Senior Debt Securities Indenture dated January

17, 2018

and the related provisions in the relevant

indenture are governed

by and construed in accordance with English law.