Bond Barclay PLC 1.596% ( US06741T2W61 ) in USD

Barclay PLC

64.497 % ⇌

United Kingdom

US06741T2W61 ( in USD )

1.596% per year ( payment 4 times a year)

22/12/2033

Prospectus brochure of the bond Barclays PLC US06741T2W61 en USD 1.596%, maturity 22/12/2033

1 000 USD

4 000 000 USD

06741T2W6

N/A

23/06/2025 ( In 30 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 4,000,000 bond (CUSIP: 06741T2W6, ISIN: US06741T2W61) maturing on December 22, 2033, currently trading at 64.497% of par value with a 1.596% coupon, paying quarterly, and with a minimum purchase size of 1,000, unrated by Moody's.

http://www.sec.gov/Archives/edgar/data/312070/000110465913091180/...
424B2 1 a13-25516_30424b2.htm 424B2 - 20131223-20Y 30S5S STEEPENER (PS)

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
$4,000,000
$515.20

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

1 of 22
12/19/2013 3:58 PM

http://www.sec.gov/Archives/edgar/data/312070/000110465913091180/...

Pricing Supplement dated December 18, 2013
Filed Pursuant to Rule 424(b)(2)
(To Prospectus dated July 19, 2013 and
Registration No. 333-190038
the Prospectus Supplement dated July 19, 2013)

US$4,000,000

CAPPED CALLABLE CMS STEEPENER NOTES DUE DECEMBER 23, 2033

Principal Amount:
US$4,000,000
Issuer:
Barclays Bank PLC

Issue Price:
Variable Price Re-Offer
Series:
Global Medium-Term Notes, Series A

Payment at Maturity:
If you hold the Notes to maturity, you will receive
Original Issue Date:
December 23, 2013
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 repayment
of principal provided at maturity, depends on the
ability of Barclays Bank PLC to satisfy its
obligations as they come due. 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.

Original Trade Date:
December 18, 2013
Maturity Date:
December 23, 2033, subject to
Redemption at the Option of the
Company (as set forth below).

CUSIP:
06741T2W6
Denominations:
Minimum denominations of US$1,000

and in integral multiples of US$1,000
ISIN:
US06741T2W61

thereafter.

Reference Asset/Reference Rate: The CMS Spread.
Maximum Interest Rate:
12.00% per annum.

CMS Spread: An amount determined by the Calculation Agent, which is the CMS
Minimum Interest Rate:
0.00% per annum.
Rate with a maturity of 30 years minus CMS Rate with a maturity of 5 years minus
the Fixed Percentage Amount. (See "The CMS Rates" on page PS-7 for additional
information on how the CMS Rates are calculated). In certain circumstances, the
CMS Rate wil be based on the alternate calculation of the CMS Rate as described
in "Reference Assets--CMS Rate" of the accompanying prospectus supplement.

[Terms of Notes continue on next page]
Barclays Capital Inc. has agreed to purchase the Notes from us at 100% of the principal amount minus a maximum commission equal to
$50.00 per $1,000 principal amount, or 5.00% , resulting in a minimum aggregate proceeds to Barclays Bank PLC of $3,800,000. Barclays
Capital Inc. proposes to offer the Notes from time to time for sale in negotiated transactions, or otherwise, at varying prices to be
determined at the time of each sale; provided that, such prices are not expected to be less than $950.00 or greater than $1,000 per $1,000
principal amount. Barclays Capital Inc. may also use all or a portion of its commissions on the Notes to pay selling concessions or fees to
other dealers. See "The Price You Paid for the Notes May Be Higher than the Prices Paid by Other Investors" below for additional detail.
Our estimated value of the Notes on the Original Trade Date, based on our internal pricing models, is $900.30 per Note. The estimated
value is less than the initial issue price of the Notes. See "Additional Information Regarding Our Estimated Value of the Notes" below. We
may decide to sell additional Notes after the date of this pricing supplement, at issue prices and with commissions and aggregate
proceeds that differ from the amounts set forth above. In addition, the estimated value of the Notes on the date any additional Notes are
priced for sale to the traded will take into account a number of variables, including prevailing market conditions and our subjective
assumptions, which may or may not materialize, on the date that such additional Notes are traded. As a result of changes in these
variables, our estimated value of the Notes on any subsequent trade date may be lower or higher than our estimated value of the Notes on
the Original Trade Date, but in no case will be less than $870.00 per Note.
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"
on page PS-1 below.
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 the Notes or determined that this pricing supplement is truthful or complete. Any representation to
the contrary is a criminal offense.
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.
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
2 of 22
12/19/2013 3:58 PM

http://www.sec.gov/Archives/edgar/data/312070/000110465913091180/...
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.

Fixed Percentage Amount:
0.00%
Initial Interest Rate:
12.00% per annum

Interest Rate Formula:
For each Interest Period commencing on or after the Original Issue Date to but excluding December 23, 2014: the
Initial Interest Rate

For each Interest Period commencing on or after December 23, 2014, the interest rate per annum wil be equal to the
product of (1) the Multiplier times (2) the Reference Rate, subject to the Minimum Interest Rate and the Maximum
Interest Rate.

Business Day:
A Monday, Tuesday, Wednesday, Thursday or Friday that is neither a day on which banking institutions in London or
New York City generally are authorized or obligated by law, regulation, or executive order to close.

Business Day
Fol owing, unadjusted; 30/360
Convention/Day Count
Fraction:

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
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 Early Redemption Date, if applicable).

Reference Rate Reset Dates:
For each Interest Period commencing on or after December 23, 2014, the first day of such Interest Period

Interest Payment Dates:
Payable quarterly in arrears on the 23 day
rd
of each March, June, September and December commencing on
March 23, 2014 and ending on the Maturity Date or the Early Redemption Date, if applicable.

Reference Rate Determination Two New York Business Days prior to the relevant Reference Rate Reset Date
Dates:

Multiplier:
4.00

Redemption at the Option of
We may redeem your Notes, in whole or in part, at the Redemption Price set forth below, on any Interest Payment
the Company:
Date commencing on December 23, 2014, provided we give at least five business days' prior written notice to the
trustee. If we exercise our redemption option, the Interest Payment Date on which we so exercise wil be referred to
as the "Early Redemption Date".

Redemption Price:
If we exercise our redemption option, you wil receive on the Early Redemption Date 100% of the principal amount,
together with any accrued and unpaid interest to but excluding the Early Redemption Date.

Settlement:
DTC; Book-entry; Transferable.

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

Calculation Agent:
Barclays Bank PLC

3 of 22
12/19/2013 3:58 PM

http://www.sec.gov/Archives/edgar/data/312070/000110465913091180/...

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 July 19, 2013
and the prospectus supplement dated July 19, 2013 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
this pricing supplement, the prospectus, the prospectus supplement and any relevant preliminary pricing
supplement 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 July 19, 2013:

http://www.sec.gov/Archives/edgar/data/312070/000119312513295636/d570220df3asr.htm

·
Prospectus Supplement dated July 19, 2013:

http://www.sec.gov/Archives/edgar/data/312070/000119312513295715/d570220d424b3.htm

Our SEC file number is 1-10257 and 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 preliminary pricing
supplement 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.

4 of 22
12/19/2013 3:58 PM

http://www.sec.gov/Archives/edgar/data/312070/000110465913091180/...

Additional Information Regarding Our Estimated Value of the Notes

Our internal pricing models take into account a number of variables and are based on a number of subjective
assumptions, which may or may not materialize, typical y including volatility, interest rates, and our internal funding rates.
Our internal funding rates (which are our internal y published borrowing rates based on variables such as market
benchmarks, our appetite for borrowing, and our existing obligations coming to maturity) may vary from the levels at
which our benchmark debt securities trade in the secondary market. Our estimated value on the pricing date is based
on our internal funding rates. Our estimated value of the Notes may be lower if such valuation were based on the levels
at which our benchmark debt securities trade in the secondary market.

Our estimated value of the Notes on the pricing date is less than the initial issue price of the Notes. The difference
between the initial issue price of the Notes and our estimated value of the Notes results from several factors, including
any sales commissions to be paid to Barclays Capital Inc. or another affiliate of ours, any selling concessions, discounts,
commissions or fees to be allowed or paid to non-affiliated intermediaries, the estimated profit that we or any of our
affiliates expect to earn in connection with structuring the Notes, the estimated cost which we may incur in hedging our
obligations under the Notes, and estimated development and other costs which we may incur in connection with the
Notes.

Our estimated value on the pricing date is not a prediction of the price at which the Notes may trade in the secondary
market, nor will it be the price at which Barclays Capital Inc. may buy or sell the Notes in the secondary market. Subject
to normal market and funding conditions, Barclays Capital Inc. or another affiliate of ours intends to offer to purchase the
Notes in the secondary market but it is not obligated to do so.

Assuming that al relevant factors remain constant after the pricing date, the price at which Barclays Capital Inc. may
initial y buy or sell the Notes in the secondary market, if any, and the value that we may initial y use for customer account
statements, if we provide any customer account statements at all, may exceed our estimated value on the pricing date
for a temporary period expected to be approximately twelve months after the initial issue date of the Notes because, in
our discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of hedging our
obligations under the Notes and other costs in connection with the Notes which we wil no longer expect to incur over the
term of the Notes. We made such discretionary election and determined this temporary reimbursement period on the
basis of a number of factors, including the tenor of the Notes and any agreement we may have with the distributors of
the Notes. The amount of our estimated costs which we effectively reimburse to investors in this way may not be
allocated ratably throughout the reimbursement period, and we may discontinue such reimbursement at any time or
revise the duration of the reimbursement period after the initial issue date of the Notes based on changes in market
conditions and other factors that cannot be predicted.

Barclays Capital Inc., or another affiliate of ours, or a third party distributor may purchase and hold some of the Notes
for subsequent resale at variable prices after the initial issue date of the Notes. There may be circumstances where
investors may be offered to purchase those Notes from one distributor (including Barclays Capital Inc. or an affiliate) at a
more favorable price than from other distributors. Furthermore, from time to time, Barclays Capital Inc. or an affiliate
may offer and sel the Notes to purchasers of a large number of the Notes at a more favorable price than a purchaser
acquiring a lesser number of the Notes.

At our sole option, we may decide to offer additional Notes after the Original Trade Date. Our estimated value of the
Notes on any subsequent trade date may reflect issue prices, commissions and aggregate proceeds that differ from the
amounts set forth in this pricing supplement and wil take into account a number of variables, including prevailing market
conditions and our subjective assumptions, which may or may not materialize, on the date that such additional Notes are
traded. As a result of changes in these variables, our estimated value of the Notes on any subsequent trade date may
differ significantly from our estimated value of the Notes on the original trade date, but in no case wil be less than
$870.00.

We urge you to read the "Selected Risk Factors" beginning on page PS-1 of this pricing supplement.

5 of 22
12/19/2013 3:58 PM

http://www.sec.gov/Archives/edgar/data/312070/000110465913091180/...

SELECTED RISK FACTORS

An investment in the Notes involves significant risks not associated with an investment in conventional floating
rate or fixed rate medium term notes. 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.

·
Reference Rate / Interest Payment Risk-- Investing in the Notes is not equivalent to investing in securities

directly linked to the CMS Rates. Instead, after the initial Interest Periods for which the Initial Interest Rate
applies, the amount of interest payable on the Notes is determined by multiplying the (a) Multiplier by (b) the
difference between the CMS Rates of the two maturities identified on the cover page hereof minus the Fixed
Percentage Amount (the Reference Rate, or "CMS Spread"), as determined on the Reference Rate
Determination Date applicable to the relevant Interest Period, subject to the Minimum Interest Rate and the
Maximum Interest Rate. Accordingly, the amount of interest payable on the Notes is dependent on whether, and
the extent to which, the CMS Spread is greater than zero on the Reference Rate Determination Date. If the
CMS Spread on any Reference Rate Determination Date is equal to or less than zero (i.e., the difference
between the CMS Rates of the two maturities identified on the cover page hereof minus the Fixed Percentage is
equal to or less than zero), you would receive no interest payment on the related Interest Payment Date (i.e.,
the interest rate for that Interest Payment Date would be equal to the Minimum Interest of 0.00%). If the CMS
Spread is equal to or less than zero on every Reference Rate Determination Date throughout the term of the
Notes, you would receive no interest payments on your Notes throughout their term after the initial Interest
Periods for which the Initial Interest Rate applies. Given these various scenarios, it is possible that the interest
payment related to each Interest Period, after the initial Interest Periods for which the Initial Interest Rate
applies, during the term of the Notes wil be less than the amount that would be paid on an ordinary debt security
of comparable maturity and may be zero in many instances.

·
The Amount of Interest Payable on the Notes Related to Any Interest Period is Capped -- The interest

rate on the Notes for each quarterly Interest Period, after the Initial Interest Payment Period when the Initial
Interest Rate applies, is capped for that quarter at the maximum interest rate of 12.00% per annum.
Furthermore, due to the leverage factor or multiplier, you wil not get the benefit of any increase in the Reference
Rate (as determined on the relevant Reference Rate Determination Date) above a level of approximately 3.00%.

·
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 repayment of principal
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 any repayment of principal or any other amounts
owed to you under the terms of the Notes.

·
The Price You Paid for the Notes May Be Higher than the Prices Paid by Other Investors-- Barclays

Capital Inc. proposes to offer the Notes from time to time for sale to investors in one or more negotiated
transactions, or otherwise, at prevailing market prices at the time of sale, at prices related to then-prevailing
prices, at negotiated prices, or otherwise. Accordingly, there is a risk that the price you paid for your Notes wil
be higher than the prices paid by other investors based on the date and time you made your purchase, from
whom you purchased the Notes, any related transaction costs, whether you hold your Notes in a brokerage
account, a fiduciary or fee-based account or another type of account and other market factors.

·
Early Redemption--We may redeem the Notes prior to the Maturity Date on any Interest Payment Date,

beginning on the date specified on the cover page hereof. If you intend to purchase the Notes, you must be
wil ing to have your Notes redeemed early. We are general y more likely to redeem the Notes during periods
when we expect that interest wil accrue on the Notes at a rate that is greater than that which we would pay on
our traditional interest-bearing deposits or debt securities having a maturity equal to the remaining term of the
Notes. In contrast, we are general y less likely to redeem the Notes during periods when we expect interest to
accrue on the Notes at a rate that is less than that which we would pay on those instruments. If we redeem the
Notes prior to the Maturity Date, accrued interest wil be paid on the Notes until such early redemption, but you
wil not receive any future interest payments from the Notes redeemed and you may be unable to reinvest your
6 of 22
12/19/2013 3:58 PM

http://www.sec.gov/Archives/edgar/data/312070/000110465913091180/...

PS-1
7 of 22
12/19/2013 3:58 PM

http://www.sec.gov/Archives/edgar/data/312070/000110465913091180/...

proceeds from the redemption in an investment with a return that is as high as the return on the Notes would
have been if they had not been redeemed.

·
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.

·
The Historical Performance of the Reference Rate is Not an Indication of Its Future Performance--The

historical performance of the CMS Rates should not be taken as an indication of its future performance during
the term of the Notes. Changes in the levels of the CMS Rates wil affect the value of the Notes, but it is
impossible to predict whether such levels wil rise or fal . During the Floating Interest Payment Period, there can
be no assurance that the CMS Spread wil be positive during the relevant Interest Periods. Furthermore, the
historical performance of the CMS Spread does not reflect the return the Notes would have had because it does
not take into account the Multiplier or the Maximum Interest Rate..

·
Exposure to the CMS Rates--Payments on the Notes are determined with reference to the CMS Rates. The

CMS Rates or the 30 Year CMS Rate and the 5 Year CMS Rate is the "constant maturity swap rate" that
measures the fixed rate of interest payable on a hypothetical fixed-for-floating U.S. dol ar interest rate swap
transaction with a maturity of thirty years and five years, respectively. In such a hypothetical swap transaction,
the fixed rate of interest, payable semi-annual y on the basis of a 360-day year consisting of twelve 30-day
months, is exchangeable for a floating 3-month LIBOR-based payment stream that is payable quarterly on the
basis of the actual number of days elapsed during a quarterly period in a 360-day year. "LIBOR" is the London
Interbank Offered Rate, and is the rate of interest at which banks borrow funds from each other in the London
interbank market. 3-Month LIBOR is the rate of interest which banks in London charge each other for loans for
a period of three months.

For additional information about CMS Rates, and more specifical y, how the CMS Spread is calculated, see "The
CMS Rates" below.

·
The Estimated Value of Your Notes Might be Lower if Such Estimated Value Were Based on the Levels

at Which Our Debt Securities Trade in the Secondary Market--The estimated value of your Notes on the
pricing date is based on a number of variables, including our internal funding rates. Our internal funding rates
may vary from the levels at which our benchmark debt securities trade in the secondary market. As a result of
this difference, the estimated values referenced above may be lower if such estimated values were based on
the levels at which our benchmark debt securities trade in the secondary market.

·
The Estimated Value of Your Notes is Lower Than the Initial Issue Price of Your Notes--The estimated

value of your Notes on the pricing date is lower than the initial issue price of your Notes. The difference
between the initial issue price of your Notes and the estimated value of the Notes is a result of certain factors,
such as any sales commissions to be paid to Barclays Capital Inc. or another affiliate of ours, any sel ing
concessions, discounts, commissions or fees to be al owed or paid to non-affiliated intermediaries, the
estimated profit that we or any of our affiliates expect to earn in connection with structuring the Notes, the
estimated cost which we may incur in hedging our obligations under the Notes, and estimated development and
other costs which we may incur in connection with the Notes.

·
The Estimated Value of the Notes is Based on Our Internal Pricing Models, Which May Prove to be

Inaccurate and May be Different from the Pricing Models of Other Financial Institutions--The estimated
value of your Notes on the pricing date is based on our internal pricing models, which take into account a number
of variables and are based on a number of subjective assumptions, which may or may not materialize. These
variables and assumptions are not evaluated or verified on an independent basis. Further, our pricing models
may be different from other financial institutions' pricing models and the methodologies used by us to estimate
the value of the Notes may not be consistent with those of other financial institutions which may be purchasers or
sel ers of Notes in the secondary market. As a result, the secondary market price of your Notes may be
material y different from the estimated value of the Notes determined by reference to our internal pricing
8 of 22
12/19/2013 3:58 PM

http://www.sec.gov/Archives/edgar/data/312070/000110465913091180/...
models. Moreover, at our sole option, we may decide to sel additional Notes after the Original Trade Date.
Our estimated value of the Notes on any subsequent trade date may reflect issue prices, commissions and
aggregate proceeds that differ from the amounts set forth in this pricing supplement and wil take into account a
number of variables,

PS-2
9 of 22
12/19/2013 3:58 PM

http://www.sec.gov/Archives/edgar/data/312070/000110465913091180/...

including prevailing market conditions and our subjective assumptions, which may or may not materialize, on the
date that such additional Notes are traded. As a result of changes in these variables, our estimated value of the
Notes on any subsequent trade may differ significantly from our estimated value of the Notes on the Original
Trade Date.

·
The Estimated Value of Your Notes Is Not a Prediction of the Prices at Which You May Sell Your Notes

in the Secondary Market, if any, and Such Secondary Market Prices, If Any, Will Likely be Lower Than
the Initial Issue Price of Your Notes and Maybe Lower Than the Estimated Value of Your Notes--The
estimated value of the Notes wil not be a prediction of the prices at which Barclays Capital Inc., other affiliates
of ours or third parties may be wil ing to purchase the Notes from you in secondary market transactions (if they
are wil ing to purchase, which they are not obligated to do). The price at which you may be able to sel your
Notes in the secondary market at any time wil be influenced by many factors that cannot be predicted, such as
market conditions, and any bid and ask spread for similar sized trades, and may be substantial y less than our
estimated value of the Notes. Further, as secondary market prices of your Notes take into account the levels at
which our debt securities trade in the secondary market, and do not take into account our various costs related
to the Notes such as fees, commissions, discounts, and the costs of hedging our obligations under the Notes,
secondary market prices of your Notes wil likely be lower than the initial issue price of your Notes. As a result,
the price, at which Barclays Capital Inc., other affiliates of ours or third parties may be wil ing to purchase the
Notes from you in secondary market transactions, if any, 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.

·
The Temporary Price at Which We May Initially Buy The Notes in the Secondary Market And the Value

We May Initially Use for Customer Account Statements, If We Provide Any Customer Account
Statements At All, May Not Be Indicative of Future Prices of Your Notes--Assuming that al relevant factors
remain constant after the pricing date, the price at which Barclays Capital Inc. may initial y buy or sel the Notes
in the secondary market (if Barclays Capital Inc. makes a market in the Notes, which it is not obligated to do)
and the value that we may initial y use for customer account statements, if we provide any customer account
statements at al , may exceed our estimated value of the Notes on the Original Trade Date, as wel as the
secondary market value of the Notes, for a temporary period after the initial issue date of the Notes. The price
at which Barclays Capital Inc. may initial y buy or sel the Notes in the secondary market and the value that we
may initial y use for customer account statements may not be indicative of future prices of your Notes.

·
We and Our Affiliates May Engage in Various Activities or Make Determinations That Could Materially

Affect Your Notes in Various Ways and Create Conflicts of Interest--We and our affiliates establish the
offering price of the Notes for initial sale to the public, and the offering price is not based upon any independent
verification or valuation. Additional y, the role played by Barclays Capital Inc., as a dealer in the Notes, could
present it with significant conflicts of interest with the role of Barclays Bank PLC, as issuer of the Notes. For
example, Barclays Capital Inc. or its representatives may derive compensation or financial benefit from the
distribution of the Notes and such compensation or financial benefit may serve as an incentive to sel these Notes
instead of other investments. We may pay dealer compensation to any of our affiliates acting as agents or
dealers in connection with the distribution of the Notes. Furthermore, we and our affiliates make markets in and
trade various financial instruments or products for their own accounts and for the account of their clients and
otherwise provide investment banking and other financial services with respect to these financial instruments and
products. These financial instruments and products may include securities, futures, options or other derivative
instruments with returns linked or related to changes in the levels of the Reference Rates or that are included in
or linked to the Index. Such market making activities, trading activities and other investment banking and
financial services may negatively impact the value of the Notes. Furthermore, in any such market making,
trading activities, and other services, we or our affiliates may take positions or take actions that are inconsistent
with, or adverse to, the investment objectives of the holders of the Notes. We and our affiliates have no
obligation to take the needs of any buyer, sel er or holder of the Notes into account in conducting these activities.

·
Additional Potential Conflicts--As described above, we and our affiliates play a variety of roles in connection

with the issuance of the Notes, including acting as Calculation Agent and hedging our obligations under the
Notes. In performing these duties, the economic interests of the Calculation Agent and other affiliates of ours
are potential y 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
10 of 22
12/19/2013 3:58 PM