Bond Barclay PLC 3.1% ( US06741RFV87 ) in USD

Barclay PLC

100 % ▲

United Kingdom

US06741RFV87 ( in USD )

3.1% per year ( payment 2 times a year)

28/02/2028

Prospectus brochure of the bond Barclays PLC US06741RFV87 en USD 3.1%, maturity 28/02/2028

1 000 USD

303 000 USD

06741RFV8

A ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

28/08/2025 ( In 117 days )

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

Barclays PLC issued a USD 303,000,000 3.1% bond (CUSIP: 06741RFV8, ISIN: US06741RFV87) maturing February 28, 2028, with a minimum trading size of 1,000, currently trading at 100%, paying semi-annually, and rated A by S&P and A1 by Moody's.

http://www.sec.gov/Archives/edgar/data/312070/000110465913014808/a13-4357_55424b2.htm
424B2 1 a13-4357_55424b2.htm 424B2 - 3 10RETAIL 15Y (NON-CALLABLE

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered
Maximum Aggregate Offering Price
Amount of Registration Fee(1)

Global Medium-Term Notes, Series A
$303,000
$41.33

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.

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Pricing Supplement dated February 25, 2013
Filed Pursuant to Rule 424(b)(2)
(To Prospectus dated August 31, 2010 and
Registration No. 333-169119
the Prospectus Supplement dated May 27, 2011)

US$303,000
3.10% FIXED RATE NOTES DUE FEBRUARY 28, 2028

Principal Amount:
US$303,000
Issuer:
Barclays Bank PLC

Issue Price:
100%
Series:
Global Medium-Term Notes, Series A

Original Issue Date:
February 28, 2013
Return at Maturity:
If you hold the Notes to maturity, you wil receive at least 100% of your principal,
subject to the creditworthiness of Barclays Bank PLC. The Notes are not, either
directly or indirectly, an obligation of any third party, and any payment to be made
on the Notes, including any principal protection provided at maturity, depends on
the ability of Barclays Bank PLC to satisfy its obligations as they come due.

Interest Rate Type:
Fixed Rate
Original Trade Date:
February 25, 2013

Maturity Date:
February 28, 2028
CUSIP:
06741RFV8
ISIN:
US06741RFV87
Denominations:
Minimum denominations of US$1,000 and integral
Business Day:
x
New York

multiples of US$1,000 thereafter.
x
London

o
Euro

o
Other (_________________)

Interest Rate:
3.10% per annum

Interest Payment Dates:
o Monthly, o Quarterly, x Semi-Annual y, o Annual y,

payable in arrears on the 28 day
th
of each February and August, commencing on August 28, 2013 and ending on the Maturity Date or the relevant Survivor's Option Payment Date, if applicable.

Interest Period:
The initial Interest Period wil begin on, and include, the Original Issue Date and end on, but exclude, the first Interest Payment Date. Each subsequent Interest Period wil begin on, and include, the
Interest Payment Date for the immediately preceding Interest Period and end on, but exclude, the next fol owing Interest Payment Date. The final Interest Period wil end on, but exclude, the Maturity
Date (or the Survivor's Option Payment Date, if applicable).

Survivor's Option:
Upon request by the authorized representative of the beneficial owner of the Notes, we wil repay those Notes prior to the Maturity Date fol owing the death of the beneficial owner of the Notes,
provided such Notes were acquired by the deceased beneficial owner at least six months prior to the date of the request.
The right to exercise this option wil be subject to:
·
limitations on the aggregate dollar amount of exercises by all holders of the Notes offered by this pricing supplement in any calendar year; and

·
a maximum permitted dollar amount of an individual exercise with respect to the Notes offered by this pricing supplement by a holder of the Notes offered by this pricing supplement in

any calendar year.
For additional details regarding the Survivor's Option, see "Risk Factors -- Any Exercise of the Survivor's Option May Be Limited in Amount and Any Repayments Made With Respect To a
Survivor's Option Wil Not Be Made Immediately" and "Description of Survivor's Option" below.

Business Day Convention:
Following, Unadjusted
Day Count Convention:
30/360

Settlement:
DTC; Book-entry; Transferable.

Listing:
The Notes wil not be listed on any U.S. securities exchange or quotation system.

Price to Public
Agent's Commission (1)
Proceeds to Barclays Bank PLC
Per Note
100%
1.75%
98.25%
Total
$303,000
$5,302.50
$297,697.50

(1) Barclays Capital Inc. will receive commissions from the Issuer equal to 1.75% of the principal amount of the notes, or $17.50 per $1,000 principal amount, and may retain al or a portion of these commissions or use all or a portion of these commissions to pay selling
concessions or fees to other dealers.

The Notes wil not be listed on any U.S. securities exchange or quotation system. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this pricing
supplement is truthful or complete. Any representation to the contrary is a criminal offense.

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We may use this pricing supplement in the initial sale of Notes. In addition, Barclays Capital Inc. or another of our affiliates may use this pricing supplement in market resale transactions in any Notes after their initial sale. Unless we or our agent informs you
otherwise in the confirmation of sale, this pricing supplement is being used in a market resale transaction.

Any payment on the Notes is subject to the creditworthiness of the Issuer and is not guaranteed by any third party. For a description of risks with respect to the ability of Barclays Bank PLC to satisfy its obligations as they come due, see "Issuer Credit
Risk" in this pricing supplement.

Investing in the Notes involves a number of risks. See "Risk Factors" beginning on page S-6 of the prospectus supplement and "Selected Risk Factors" below.

The Notes constitute our direct, unconditional, unsecured and unsubordinated obligations and are not deposit liabilities of Barclays Bank PLC and are not insured by the U.S. Federal Deposit Insurance Corporation or any other
governmental agency of the United States, the United Kingdom or any other jurisdiction.

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We urge you to consult your investment, legal, tax, accounting and other advisers and to invest in the Notes only after you and your advisors have carefully considered the suitability of an
investment in the Notes in light of your particular circumstances.

Barclays Bank PLC has filed a registration statement (including a prospectus) with the SEC for the offering to which this pricing supplement relates. Before you invest, you should read
the prospectus dated August 31, 2010, the prospectus supplement dated May 27, 2011, and other documents Barclays Bank PLC has filed with the SEC for more complete information
about Barclays Bank PLC. and this offering. Buyers should rely upon this pricing supplement, the prospectus, the prospectus supplement, and any relevant free writing prospectus for
complete details. You may get these documents and other documents Barclays Bank PLC has filed for free by visiting EDGAR on the SEC website at www.sec.gov, and you may also
access the prospectus and prospectus supplement through the links below:

·
Prospectus dated August 31, 2010:

http://www.sec.gov/Archives/edgar/data/312070/000119312510201448/df3asr.htm

·
Prospectus Supplement dated May 27, 2011:

http://www.sec.gov/Archives/edgar/data/312070/000119312511152766/d424b3.htm

Our Central Index Key, or CIK, on the SEC website is 0000312070.

Alternatively, Barclays Capital Inc. or any agent or dealer participating in this offering will arrange to send you this pricing supplement, the prospectus, the prospectus supplement and any
relevant free writing prospectus if you request it by calling your Barclays Capital Inc. sales representative, such dealer or 1-888-227-2275 (Extension 2-3430). A copy of the prospectus
may be obtained from Barclays Capital Inc., 745 Seventh Avenue--Attn: US InvSol Support, New York, NY 10019.

We reserve the right to change the terms of, or reject any offer to purchase the Notes prior to their issuance. In the event of any changes to the terms of the Notes, we wil notify you and you wil be
asked to accept such changes in connection with your purchase. You may also choose to reject such changes in which case we may reject your offer to purchase.

As used in this term sheet, the "Company," "we," "us," or "our" refers to Barclays Bank PLC.

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SELECTED RISK FACTORS

An investment in the Notes involves significant risks. You should read the risks summarized below in connection with, and the risks summarized below are qualified by reference to, the
risks described in more detail in the "Risk Factors" section beginning on page S-6 of the prospectus supplement. We urge you to consult your investment, legal, tax, accounting and other
advisers and to invest in the Notes only after you and your advisors have carefully considered the suitability of an investment in the Notes in light of your particular circumstances.

·
Issuer Credit Risk-- The Notes are our unsecured debt obligations, and are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the Notes, including any

principal protection provided at maturity, depends on our ability to satisfy our obligations as they come due. As a result, the actual and perceived creditworthiness of Barclays Bank PLC may
affect the market value of the Notes and, in the event we were to default on our obligations, you may not receive the principal protection or any other amounts owed to you under the terms of the
Notes.

·
Certain Built-In Costs Are Likely to Adversely Affect the Value of the Notes Prior to Maturity--While the payment at maturity described in this pricing supplement is based on the ful

principal amount of your Notes, the original issue price of the Notes includes the agent's commission and the cost of hedging our obligations under the Notes through one or more of our affiliates.
As a result, the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC wil be wil ing to purchase Notes from you in secondary market transactions wil likely be
lower than the price you paid for your Notes, and any sale prior to the Maturity Date could result in a substantial loss to you.

·
Potential Conflicts--We and our affiliates play a variety of roles in connection with the issuance of the Notes, including hedging our obligations under the Notes. In performing these duties, the

economic interests of our affiliates of ours are potentially adverse to your interests as an investor in the Notes.

In addition, Barclays Wealth, the wealth management division of Barclays Capital Inc., may arrange for the sale of the Notes to certain of its clients. In doing so, Barclays Wealth wil be acting as
agent for Barclays Bank PLC and may receive compensation from Barclays Bank PLC in the form of discounts and commissions. The role of Barclays Wealth as a provider of certain services to
such customers and as agent for Barclays Bank PLC in connection with the distribution of the Notes to investors may create a potential conflict of interest, which may be adverse to such clients.
Barclays Wealth is not acting as your agent or investment adviser, and is not representing you in any capacity with respect to any purchase of Notes by you. Barclays Wealth is acting solely as
agent for Barclays Bank PLC. If you are considering whether to invest in the Notes through Barclays Wealth, we strongly urge you to seek independent financial and investment advice to assess
the merits of such investment.

·
Lack of Liquidity--The Notes wil not be listed on any securities exchange. Barclays Capital Inc. and other affiliates of Barclays Bank PLC intend to make a secondary market for the Notes but

are not required to do so, and may discontinue any such secondary market making at any time, without notice. Barclays Capital Inc. may at any time hold unsold inventory, which may inhibit the
development of a secondary market for the Notes. Even if there is a secondary market, it may not provide enough liquidity to al ow you to trade or sel the Notes easily. Because other dealers
are not likely to make a secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which Barclays Capital Inc. and other
affiliates of Barclays Bank PLC are wil ing to buy the Notes. The Notes are not designed to be short-term trading instruments. Accordingly, you should be able and wil ing to hold your Notes to
maturity.

·
Any Exercise of the Survivor's Option May Be Limited in Amount and Any Repayments Made With Respect to a Survivor's Option Will Not Be Made Immediately -- The Survivor's

Option is a provision of the Notes pursuant to which we agree to repay the Notes, if requested by an authorized representative of the beneficial owner of the Notes, fol owing the death of the
beneficial owner of the Notes, provided that the Notes were acquired by the beneficial owner at least six months prior to the date of the request. Acceptance of an exercise of a Survivor's Option
and determinations regarding the eligibility and validity of any exercise of a Survivor's Option wil be at our sole discretion. We also have the discretionary right to apply a limit set to the aggregate
principal amount of Notes as to which exercises of the Survivor's Option wil be accepted by us from all authorized representatives of deceased beneficial owners of Notes offered by this pricing
supplement in any calendar year to an amount equal to 2% of the aggregate principal amount of Notes offered by this pricing supplement outstanding as of the end of the most recent calendar
year. In addition, we have the discretionary

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right to limit to $250,000 the aggregate principal amount of Notes offered by this pricing supplement as to which exercises of the Survivor's Option wil be accepted by us from the authorized
representative of any deceased beneficial owner of the Notes offered by this pricing supplement in any calendar year. Accordingly, no assurance can be given that the valid exercise of a
Survivor's Option, if any, for a desired amount wil be permitted in any single calendar year. In addition, as a result of the foregoing limitations, in some cases exercises of a Survivor's Option may
not result in any payment in the year that the Survivor's Option has been exercised, or in one or more years subsequent to the year that the Survivor's Option was first exercised. Furthermore,
Survivor's Option claims that were subject to the foregoing limitations in one or more preceding year wil be deemed to be tendered in a succeeding calendar year (subject to the satisfaction of
the conditions specified below, including the submission of a Survivor's Option Reaffirmation Form (as defined below)) and in such succeeding calendar year wil again be subject to the limitations
described above. As a result, additional Survivor's Option exercises made in any such succeeding calendar year are more likely to be limited by the limitations described above beca3use the
resubmission of the Survivor's Option exercises that were subject to the limitations in preceding years may result in the limitation thresholds described above being reached earlier in succeeding
calendar years. These limitations and our discretion in applying any such limitations are discussed in more detail under the "Description of the Survivor's Option" below.

If a valid request to exercise the Survivor's Option is not ful y accepted in any calendar year due to the application of any of the limitations described in the preceding paragraph and in "Description
of the Survivor's Option" below, the Notes wil be deemed to be tendered in the fol owing calendar year only if an authorized representative of the deceased beneficial owner and any Financial
Institution (as defined below) through which the beneficial ownership interest in the Notes is held by the deceased beneficial owner reaffirms the exercise of the Survivor's Option by submitting a
Survivor's Option Reaffirmation Form (as defined below). If a completed Survivor's Option Reaffirmation Form is not submitted to the trustee within 10 business days fol owing the delivery thereof
by the trustee to the relevant Financial Institution through which the beneficial ownership interest in the Notes is held by the deceased beneficial owner, the election to exercise the Survivor's
Option wil be deemed to have been withdrawn. The requirements relating to Survivor's Option Reaffirmation Forms are described in more detail under the heading "Description of the Survivor's
Option" below.

In addition, even if the Notes accepted for repayment pursuant to the valid exercise of a Survivor's Option in a certain calendar year, you wil not receive immediate repayment. Repayment on
Notes so accepted wil only be made on the first of two Survivor's Option Payment Dates (either May 15 or November 15) that occurs 30 or more calendar days after the date of acceptance.

Whether you should exercise a Survivor's Option if you meet the eligibility requirements to do so is a decision you wil need to make in consultation with your investment, legal, accounting, tax and
other advisers, after considering al the facts and circumstances of your situation. An additional consideration that you may wish to take into account is the prevailing secondary market prices for
the notes, if any, at the time you are considering the exercise of the Survivor's Option or the submission of a Survivor's Option Reaffirmation Form. In some circumstances, such secondary market
prices, if any, may be greater than the price you would receive upon the exercise of your Survivor's Option. Accordingly, you should contact your advisers to determine the prevailing secondary
market prices of the Notes, if any, in order to determine whether to sel the notes to a market participant at such secondary market prices, if any, or to exercise the Survivor's Option to receive
repayment at a price equal to 100% of the principal amount plus accrued and unpaid interest.

For additional details regarding the Survivor's Option, see "Description of the Survivor's Option" in this pricing supplement.

·
Many Economic and Market Factors Will Impact the Value of the Notes--The value of the Notes wil be affected by a number of economic and market factors that may either offset or

magnify each other, including:

o the time to maturity of the Notes;
o interest and yield rates in the market generally;
o a variety of economic, financial, political, regulatory or judicial events; and
o our creditworthiness, including actual or anticipated downgrades in our credit ratings.

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DESCRIPTION OF SURVIVOR'S OPTION

Upon request by the authorized representative of the beneficial owner of the Notes, Barclays Bank PLC wil repay those Notes prior to the Maturity Date fol owing the death of the beneficial owner of the
Notes (the ``Survivor's Option' ), provided such Notes were acquired by the deceased beneficial owner at least six months prior to the date of the request. Upon the valid exercise of the Survivor's
Option and the proper tender of the Notes for repayment, Barclays Bank PLC, subject to the limitations described below, wil repay such Notes, in whole or in part, at a price equal to 100% of the
principal amount of the deceased beneficial owner's beneficial interest in the Notes plus accrued and unpaid interest to the date of repayment. For purposes of this section, a beneficial owner of Notes is
a person who has the right, immediately prior to such person's death, to receive the proceeds from the disposition of such Notes, as wel as the right to receive payment of the principal of the Notes.

To be valid, the Survivor's Option must be exercised by or on behalf of the person who has authority to act on behalf of the deceased beneficial owner of the Notes under the laws of the applicable
jurisdiction (including, without limitation, the personal representative of or the executor of the estate of the deceased beneficial owner or the surviving joint owner with the deceased beneficial owner) (for
purposes of this section, the authorized representative of a deceased beneficial owner shall be referred to as an "Authorized Representative").

The death of a person holding a beneficial ownership interest in the Notes: (1) with any person in a joint tenancy with right of survivorship; or (2) with his or her spouse in tenancy by the entirety, tenancy in
common, as community property or in any other joint ownership arrangement, wil be deemed the death of a beneficial owner of those Notes, and the entire principal amount of the Notes (subject to the
limitations described below) held in this manner wil be subject to repayment by Barclays Bank PLC upon request. However, the death of a person holding a beneficial ownership interest in Notes as
tenant in common with a person other than his or her spouse wil be deemed the death of a beneficial owner only with respect to such deceased person's interest in the Notes, and only the deceased
beneficial owner's percentage interest in the principal amount of the Notes wil be subject to repayment.

If the ownership interest in the Notes is held by a nominee for a beneficial owner or by a custodian under a Uniform Gifts to Minors Act or Uniform Transfer to Minors Act, or by a trustee of a trust, or by a
guardian or committee for a beneficial owner, the death of the beneficial owner of the Notes wil constitute death of the beneficial owner for purposes of the Survivor's Option, if the beneficial ownership
interest can be established to the satisfaction of Barclays Bank PLC. In these cases, the death of the nominee, custodian, trustee, guardian or committee wil not be deemed the death of the beneficial
owner of the Notes for purposes of the Survivor's Option.

Notes beneficially owned by a trust wil be regarded as beneficially owned by each beneficiary of the trust to the extent of that beneficiary's interest in the trust (however, a trust's beneficiaries col ectively
cannot be beneficial owners of more Notes than are owned by the trust); provided that the beneficiary has a current interest in the trust, which may be evidenced by a current right to receive distributions
or other proceeds from the trust. The death of a beneficiary of a trust wil be deemed the death of the beneficial owner of the Notes beneficial y owned by the trust to the extent of that beneficiary's
interest in the trust; however, only the death of al such individuals who are tenants by the entirety or joint tenants in a tenancy which is the beneficiary of a trust wil be deemed the death of the beneficiary
of the trust. The death of an individual who was a tenant in common in a tenancy which is the beneficiary of a trust wil be deemed the death of the beneficiary of the trust only with respect to the
deceased holder's beneficial ownership interest in the Notes, unless spouses are the tenants in common, in which case only the death of both spouses wil be deemed the death of the beneficiary of the
trust.

Barclays Bank PLC has the discretionary right to limit the aggregate principal amount of the Notes as to which exercises of the Survivor's Option wil be accepted by it from all authorized representatives
of deceased beneficial owners of Notes offered by this pricing supplement in any calendar year, to an amount equal to 2.0% of the aggregate amount of the Notes offered by this pricing supplement,
outstanding as of the end of the most recent calendar year ("Aggregate Put Limitation").

Barclays Bank PLC also has the discretionary right to limit to $250,000 the aggregate principal amount of Notes offered pursuant to this pricing supplement as to which exercises of the Survivor's Option
wil be accepted by Barclays Bank PLC from the Authorized Representative for any individual deceased beneficial owner of such Notes in any calendar year ("Individual Put Limitation", and together with
the "Aggregate Put Limitation", the "Put Limitations").

In addition, the exercise of the Survivor's Option (a) for a principal amount of less than $1,000 or (b) if such exercise would result in a Note with a principal amount of less than $1,000 outstanding, wil not
be permitted. If, however, the original principal amount of such Notes was less than $1,000, the Authorized Representative may exercise the Survivor's Option, but only for the ful principal amount of such
Note.

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The application of the Put Limitations is at the sole and absolute discretion of Barclays Bank PLC. We may establish internal policies and procedures for the application of the Put Limitations and may
change any such policies and procedures from time to time, al in our sole discreti3on. We may also elect in our sole discretion to waive the Put Limitations with respect to some beneficial owners without
extending that waiver to other similarly situated beneficial owners.

Except as described below, any Notes (or portion thereof) tendered pursuant to a valid exercise of the Survivor's Option may not be withdrawn. Tenders of Notes (or portions thereof) pursuant to valid
exercises of the Survivor's Option wil be accepted in the order in which such Notes are received by the trustee, except for any Notes (or portion thereof) the acceptance of which would contravene any of
the Put Limitations. Any Notes (or portion thereof) accepted for repayment pursuant to exercise of the Survivor's Option wil be repaid on the first Survivor's Option Payment Date that occurs 30 or more
calendar days after the date of the acceptance. A "Survivor's Option Payment Date" means May 15 and November 15 of each calendar year. For example, if the acceptance date of Notes tendered
pursuant to a valid exercise of the Survivor's Option is May 10, 2013, we would repay, subject to the Put Limitations, such Notes (or portion thereof) on the Survivor's Option Payment Date occurring on
November 15, 2013, because the May 15, 2013 Survivor's Option Payment Date would occur less than 30 days from the date of acceptance. If the Notes (or any portion thereof) tendered for repayment
pursuant to a valid exercise of the Survivor's Option (including through a Survivor's Option Reaffirmation Form (as described below)) is not accepted, the trustee wil deliver a notice by first-class mail to
the Authorized Representative at the address set forth in the Survivor's Option Documentation, that states the reason such Notes (or portion thereof) has not been accepted for repayment. The
procedures for obtaining payment on valid exercise of the Survivor's Option that are not accepted as a result of the Put Limitations are described below.

If a Note tendered through a valid exercise of the Survivor's Option (including through a Survivor's Option Reaffirmation Form (as defined below) is not accepted by Barclays Bank PLC, the trustee, upon
receipt of a valid written instruction from Barclays Bank PLC or its agent, wil deliver a notice to the registered holder that states the reason that Note has not been accepted for repayment.

To obtain repayment of the Notes pursuant to exercise of the Survivor's Option), an Authorized Representative and the broker or other entity through which the beneficial interest in the Notes is held by the
deceased beneficial owner (the "Financial Institution") must complete the Survivor's Option form of notice ("Form of Notice"), which is attached hereto as Appendix A, and the Authorized Representative
must provide to the Financial Institution the fol owing items (col ectively, the "Survivor's Option Documentation"):

·
a completed Form of Notice, using the form attached hereto as Appendix A, including the certifications that:

(a) the deceased was the beneficial owner of the Notes at the time of death and his or her interest in the note was acquired by the deceased beneficial owner at least six months prior to the
date of the request;

(b) the death of such beneficial owner has occurred and the date of such death;

(c) the Authorized Representative has authority to act on behalf of the deceased beneficial owner and has requested repayment of the Notes;

(d) the Financial Institution currently holds such Notes as a direct participant or indirectly through a participant in DTC

·
if the beneficial ownership interest in the Notes is held (a) with any person in a joint tenancy with right of survivorship, (b) with the deceased beneficial owner's spouse in tenancy by the

entirety, tenancy in common, as community property or in any other joint ownership arrangement, or (c) as tenant in common with a person other than his or her spouse, evidence satisfactory
to Barclays Bank PLC of such relationship;

·
if the beneficial ownership interest in the Notes is held by a nominee or trustee of, custodian for or other person in a similar capacity to the deceased beneficial owner, a certificate

satisfactory to Barclays Bank PLC from such nominee, trustee, custodian or similar person attesting to the deceased's current beneficial ownership in such Notes;

·
tax certifications and such other instruments or documents that the Barclays Bank PLC may reasonably require in order to establish the validity of the beneficial ownership of the Notes and

the claimant's entitlement to payment; and

·
any additional information Barclays Bank PLC may reasonably require to evidence satisfaction of any conditions to the exercise of the Survivor's Option or to document beneficial ownership

or authority to make the election and to cause the repayment of the Notes.

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In turn, the Financial Institution wil provide to the trustee, and the trustee wil forward to Barclays Bank PLC, the Survivor's Option Documentation. Upon acceptance by Barclays Bank PLC, the trustee
wil be responsible for disbursing any payments to DTC, pursuant to exercise of the Survivor's Option, to be forwarded by DTC to the appropriate Financial Institution for disbursement to the Authorized
Representative.

In the event that a valid exercise of a Survivor's Option is not accepted, or is not ful y accepted, by us in a particular calendar year due to the application of the Put Limitations, we wil forward to the
trustee a Survivor's Option Reaffirmation Form, which is attached hereto as Appendix B (a "Survivor's Option Reaffirmation Form"), relating to the relevant Notes, which shal include the identification
number assigned by the trustee to each Survivor's Option request upon receipt by it that relates to the relevant Notes and the request to exercise the Survivor's Option, or such other code used by the
trustee to track and identify Survivor's Option requests. We intend to deliver to the trustee such Survivor's Option Reaffirmation Form by January 15 of each succeeding calendar year until the ful amount
of the Survivor's Option has been paid (each such year shal be referred to in this section as a "Succeeding Year"). The trustee wil in turn forward the Survivor's Option Reaffirmation Form to the relevant
Financial Institution on or before February 5 of each Succeeding Year.

Al tendered Notes that are not accepted in any calendar year due to the application of the Put Limitations wil be considered to be tendered in the fol owing calendar year only if an Authorized
Representative and the relevant Financial Institution reaffirm the intent to exercise the Survivor's Option by marking the appropriate box in the Survivor's Option Reaffirmation Form and returning a
completed copy thereof along with a copy of the previously submitted Survivor's Option Documentation to the trustee within 10 business days fol owing the delivery by the trustee of the Survivor's Option
Reaffirmation Form. The Financial Institution wil provide to the trustee, and the trustee wil forward to Barclays Bank PLC, the Survivor's Option Reaffirmation Form along with a copy of the previously
submitted Survivor's Option Documentation. Upon acceptance by Barclays Bank PLC, the trustee wil be responsible for disbursing any payments to DTC, pursuant to the exercise of the Survivor's Option,
to be forwarded by DTC to the appropriate Financial Institution for disbursement to the Authorized Representative.

If the Financial Institution (on behalf of the Authorized Representative) marks the box in the Survivor's Option Reaffirmation Form indicating an intent to withdraw an election to exercise the Survivor's
Option, the request to exercise the Survivor's Option wil be withdrawn. In addition, if a completed Survivor's Option Reaffirmation Form is not returned to the trustee within 10 business days fol owing its
delivery by the trustee, the request to exercise the Survivor's Option wil be deemed to have been withdrawn.

In the event that a request to exercise a Survivor's Option is withdrawn or deemed to have been withdrawn, a request to exercise the Survivor's Option may be reinstated only by completion of a new
Form of Notice and resubmission of the other Survivor's Option Documentation that is required in connection with a request to exercise a Survivor's Option pursuant to the paragraphs above. Any such
subsequent resubmission wil again be subject to the conditions for exercise of a Survivor's Option as wel as Put Limitations.

The amount that wil be eligible for repayment pursuant to a valid submission of a Survivor's Option Reaffirmation Form wil be equal to the difference between the amount specified in the initial request to
exercise the Survivor's Option less any portion of that amount actually repaid. No amounts that are greater or less than such difference may be submitted for repayment pursuant to a Survivor's Option
Reaffirmation Form. Amounts accepted for repayment fol owing a submission of a Survivor's Option Reaffirmation Form wil be repaid, subject to the Put Limitations, on the Survivor's Option Payment
Date that occurs 30 or more calendar days after the date of the acceptance by us of the request for repayment set forth in the Survivor's Option Reaffirmation Form.

For the avoidance of doubt, a Survivor's Option Reaffirmation Form wil be accepted only if it is executed by a person who would be considered an Authorized Representative as of the date of the
Survivor's Option Reaffirmation Form and by the relevant Financial Institution. Al repayment requests included in a Survivor's Option Reaffirmation Form wil be subject to the Put Limitations.

In respect of the exercise of any Survivor's Option, separate Forms of Notice and Survivor's Option Reaffirmation Forms, as the case may be, are required to be delivered to the Document Administrator
by the Financial Institution for each CUSIP.

During any time in which the Notes are not represented by a global note and are issued in definitive form:

·
al references in this section to participants and DTC, including the DTC's governing rules, regulations and procedures, wil be deemed inapplicable;

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·
al determinations that the DTC participants are required to make as described in this section wil be made by Barclays Bank PLC, including, without limitation, determining whether the applicable

decedent is in fact the beneficial owner of the interest in the Notes to be redeemed or is in fact deceased and whether the representative is duly authorized to request redemption on behalf of the
applicable beneficial owner; and

·
al redemption requests, to be effective, must:

·
be delivered by the representative to Barclays Bank PLC and to the trustee;

·
be made by completing the Form of Notice (including al exhibits thereto) or a Survivor's Option Reaffirmation Form, as the case may be, in accordance with the related instructions; and

·
be accompanied by, if applicable, a properly executed assignment or endorsement, in addition to all documents that are otherwise required to accompany a redemption request. If the

record holder of the Note is a nominee of the deceased beneficial owner, a certificate or letter from the nominee attesting to the deceased's ownership of a beneficial interest in the Note
must also be delivered.

Barclays Bank PLC retains the right to further limit the aggregate principal amount of Notes as to which exercises of the Survivor's Option wil be accepted from al authorized representatives of deceased
beneficial owners and from the authorized representative for any individual deceased beneficial owner in any one calendar year as described above. Al other questions regarding the eligibility or validity of
any exercise of the Survivor's Option general y wil be determined by Barclays Bank PLC, which determination wil be final and binding on al parties.

Whether you should exercise a Survivor's Option if you meet the eligibility requirements to do so is a decision you wil need to make in consultation with your investment, legal, accounting, tax and other
advisers, after considering al the facts and circumstances of your situation. Another consideration that you may wish to take into account is the prevailing secondary market prices for the notes, if any, at
the time you are considering the exercise of the Survivor's Option or the submission of a Survivor's Option Reaffirmation Form. In some circumstances, such secondary market prices, if any, may be
greater than the price you would receive upon the exercise of your Survivor's Option. Accordingly, you should contact your advisers to determine the prevailing secondary market prices of the notes, if
any, in order to determine whether to sel the notes to a market participant at such secondary market prices, if any, or to exercise the Survivor's Option to receive repayment at a price equal to 100% of
the principal amount plus accrued and unpaid interest.

Forms for the exercise of the Survivor's Option are attached hereto and may be obtained from The Bank of New York Mel on, London Branch, One Canada Square, Canary Wharf, London E 14 5AL,
England.

UNITED STATES FEDERAL INCOME TAX TREATMENT

The fol owing discussion supplements the discussion in the prospectus supplement under the heading "Certain U.S. Federal Income Tax Considerations" and supersedes it to the extent inconsistent
therewith. The fol owing discussion (in conjunction with the discussion in the prospectus supplement) summarizes certain of the material U.S. federal income tax consequences of the purchase, beneficial
ownership, and disposition of the Notes.

We intend to treat the Notes as indebtedness for U.S. federal income tax purposes and any reports to the Internal Revenue Service (the "IRS") and U.S. holders wil be consistent with such treatment,
and each holder wil agree to treat the Notes as indebtedness for U.S. federal income tax purposes. The discussion that fol ows is based on this approach.

Interest paid on the Notes wil be taxable to a U.S. holder as ordinary interest income at the time it accrues or is received in accordance with the U.S. holder's normal method of accounting for tax
purposes. See "Certain U.S. Federal Income Tax Considerations--U.S. Federal Income Tax Treatment of the Notes as Indebtedness for U.S. Federal Income Tax Purposes--Payments of Interest" in the
prospectus supplement.

3.8% Medicare Tax On "Net Investment Income"

U.S. holders that are individuals, estates, and certain trusts are subject to an additional 3.8% tax on all or a portion of their "net investment income," which may include the interest payments and any gain
realized with respect to the Notes, to the extent of their net investment income that, when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000 for
a married taxpayer filing a joint return (or a surviving spouse), or $125,000 for a married individual filing a separate return. U.S. holders should consult their advisors with respect to the 3.8% Medicare
tax.

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