Bond Barclay PLC 0.72% ( US06741TZW07 ) in USD

Barclay PLC

64.287 % ⇌

United Kingdom

US06741TZW07 ( in USD )

0.72% per year ( payment 2 times a year)

15/08/2033

Prospectus brochure of the bond Barclays PLC US06741TZW07 en USD 0.72%, maturity 15/08/2033

1 000 USD

1 000 000 USD

06741TZW0

A+ ( Upper medium grade - Investment-grade )

15/08/2025 ( In 83 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 1,000,000 bond (CUSIP: 06741TZW0, ISIN: US06741TZW07) maturing August 15, 2033, currently trading at 83.347% with a 0.72% coupon, paying semi-annually, minimum purchase 1,000, rated A+ by S&P and NR by Moody's.

http://www.sec.gov/Archives/edgar/data/312070/000110465913063746/...
424B2 1 a13-17792_28424b2.htm 424B2 - 20130815 - 20Y 10S2S 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
$1,000,000
$136.40

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

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Pricing Supplement dated August 12, 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$1,000,000
CAPPED CALLABLE CMS STEEPENER NOTES DUE AUGUST 15, 2033

Principal Amount:
US$1,000,000
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 wil receive 100% of your
Original Issue Date:
August 15, 2013
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.

Original Trade Date:
August 12, 2013
Maturity Date:
August 15, 2033, subject to Redemption at the
Option of the Company (as set forth below).

CUSIP:
06741TZW0
Denominations:
Minimum denominations of US$1,000 and in
integral multiples of US$1,000 thereafter.

ISIN:
US06741TZW07
Business Day:
x
New York
Business Day
Fol owing

x
x
London
Modified Fol owing

Convention:
o
o
Euro
Preceding

o
o
Other ([ ])

o
Adjusted or

x Unadjusted

Day Count Convention (or Fraction):

o Actual/360
NL/365

o
x 30/360
30/365

o
o Actual/Actual
Actual/366

o
o Actual/365
Actual/252 or Business Days/252

o

Reference Asset/Reference Rate: The CMS Spread.
Maximum Interest Rate:
10.00% per annum.

CMS Spread: An amount determined by the Calculation Agent, which is the CMS Rate with a
Minimum Interest Rate:
0.00% per annum.
maturity of 10 years minus CMS Rate with a maturity of 2 years minus the Fixed Percentage
Amount. (See "The CMS Rates" on page PS-7 for additional information on how the CMS Rates are
calculated).

[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 $950,000. 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 $913.30 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 $913.30 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.
Fixed Percentage Amount:
0.25%
Initial Interest Rate:
10.00% per annum

Interest Rate Formula:
For each Interest Period commencing on or after the Original Issue Date to but excluding August 15, 2014: the Initial Interest Rate
For each Interest Period commencing on or after August 15, 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.

Multiplier:
For Interest Periods
commencing on or after:
Multiplier

August 15, 2014

4.00

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

payable in arrears on the 15 day
th
of each February, May, August and November, commencing on November 15, 2013 and ending on the
Maturity Date or the Early Redemption Date, if applicable.

Interest Period:
The first 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).

Interest Reset Dates:
For each Interest Period commencing on or after August 15, 2014, the first day of such Interest Period

Interest Determination Date:
Two New York Business Days prior to the relevant Interest Reset Date

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Redemption at the Option of the Company: We may redeem your Notes, in whole or in part, at the Redemption Price set forth below, on any Interest Payment Date commencing on August
15, 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

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 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.

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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. 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, 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 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 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.

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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 internally 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 is a result from several factors, including 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 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 wil it be the price at
which Barclays Capital Inc. may buy or sel 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 pricing date, the price at which Barclays Capital Inc. may initial y buy or sel 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 al ocated 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 $913.30.

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

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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 relevant CMS

Rates or the Reference Rate. Instead, after the initial Interest Periods for which the Initial Interest Rate applies, the amount of interest payable
on the Notes (after the initial Interest Periods for which the Initial Interest Rate is payable) 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 Interest 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 Interest Determination Date. If the CMS Spread on any Interest
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 Interest 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.

·
Maximum Interest Rate --The interest rate on the Notes for each Interest Period commencing on or after August 15, 2014 is capped for that

Interest Period at the Maximum Interest Rate. Interest rates may change significantly over the term of the Notes, and it is impossible to predict
what interest rates wil be at any point in the future. Although the interest rate on the Notes (for each Interest Period commencing on or after
August 15, 2014) wil be based on the levels of the CMS Rates (less the Fixed Percentage Amount), the interest that wil apply during each
such Interest Period on the Notes may be more or less than other prevailing market interest rates at such time and in any event will never
exceed the applicable Maximum Interest Rate regardless of the levels of the CMS Rates on any relevant Interest Determination Date. In
addition, if the product of the CMS Spread and the Multiplier of 4.00 is less than the Maximum Interest Rate for any Interest Period for which
the floating rate applies, the interest rate for such Interest Period wil be less than the Maximum Interest Rate. As a result, the amount of
interest you receive on the Notes may be less than the return you could earn on other investments with a comparable maturity.

·
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 August 15, 2014. 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

PS-1
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deposits or debt securities having a maturity equal to the remaining term of the Notes. In general, the more that 10 Year CMS Rate exceeds 2
Year CMS Rate--that is, the higher the expected interest payments--the more likely it wil be that we wil elect to redeem 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 prior to such early redemption, but you wil not receive any future interest payments from the Notes redeemed and you may be unable to
reinvest your 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. Even if there is a secondary market, it may not provide enough liquidity to al ow you to trade or sel the Notes easily.
Barclays Bank PLC or its affiliates may hold inventory in the Notes, which may further impair the development of a secondary market.
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.

·
Potential Conflicts--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, the Wealth and Investment Management division of Barclays Capital Inc. ("WIM"), may arrange for the sale of the Notes to certain
of its clients. In doing so, WIM, functioning through Barclays Capital Inc., 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 WIM 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. WIM 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. WIM is acting solely as agent for Barclays Bank PLC. If you are considering whether
to invest in the Notes through WIM, we strongly urge you to seek independent financial and investment advice to assess the merits of such
investment.

·
Historical Levels Are Not Indicative of Future Performance--In the past, the levels of the CMS Rates have experienced significant

fluctuations. You should note that historical levels, fluctuations and trends of the CMS Rates are not necessarily indicative of future levels. Any
historical upward or downward trend in the CMS Rates is not an indication that the CMS Rates are more or less likely to increase or decrease
at any time during the Interest Periods. Changes in the levels of CMS Rates wil affect the value of the Notes, but neither we nor you can
predict the future performances of the CMS Rates based on their historical performances. The actual performances of the CMS Rates, as wel
as the interest payable on each Interest Payment Date for which the floating rate of interest applies, may bear little or no relation to the
hypothetical levels of the CMS Rates or to the hypothetical examples shown in this pricing supplement.

·
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 value referenced above may be lower if such estimated value 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 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.

PS-2
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·
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 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, 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 will 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 initially 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 pricing 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. 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

PS-3
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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.

·
Many Economic and Market Factors Will Impact the Value of the Notes--In addition to the level of the Reference Rate on any day, 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 difference between 10 Year CMS Rate and 2 Year CMS Rate. In general, the value of the Notes wil increase when the difference

between the CMS Rates increases (to the extent that 10 Year CMS Rate is greater than 2 Year CMS Rate), and the value of the
Notes wil decrease when the difference between the CMS Rates decreases (to the extent that 10 Year CMS Rate is greater than 2
Year CMS Rate). Conversely, the value of the Notes wil decrease when the difference between the CMS Rates increases (to the
extent that 2 Year CMS Rate is greater than 10 Year CMS Rate), and the value of the Notes wil increase when the difference between
the CMS Rates decreases (to the extent that 2 Year CMS Rate is greater than 10 Year CMS Rate). Because short-term interest rates
are more sensitive than long-term interest rates, a decreasing interest rate environment may increase the value of the Notes (by
widening the spread between the short-term and long-term rates) while an increasing interest rate environment may decrease the value
of the Notes (by narrowing the spread between the short-term and long-term rates);

o
the volatility (i.e., the frequency and magnitude of changes in the level) of the difference between the CMS Rates, which may have an

adverse impact on the value of the Notes;

o
the time to maturity of the Notes. As a result of a "time premium," the Notes may have a value above that which would be expected

based on the levels of interest rates and the levels of the CMS Rates at such time the longer the time remaining to maturity. A "time
premium" results from expectations concerning the levels of the CMS Rates during the period prior to maturity of the Notes. As the time
remaining to the maturity of the Notes decreases, this time premium wil likely decrease and, depending on the levels of the CMS Rates
at such time, may adversely affect the value of the Notes;

o
Interest and yield rates in the market general y;

o
the fluctuations of the CMS Rates and the possibility that the interest rate on the Notes wil decrease so that only the Minimum

Interest Rate wil be paid during the term of the Notes fol owing the first year;

o
our right to redeem the Notes;

o
a variety of economic, financial, political, regulatory or judicial events; and

o
our creditworthiness, whether actual or perceived, including actual or anticipated downgrades in our credit ratings.

HYPOTHETICAL INTEREST RATE AND INTEREST PAYMENT CALCULATIONS

As described above, after the initial Interest Periods for which the Initial Interest Rate is payable, the Notes wil pay interest on each Interest Payment
Date at a per annum interest rate calculated based on the CMS Spread. The fol owing il ustrates the process by which the interest rate and interest
payment amount are determined for any such Interest Periods.

For purposes of these examples, we assume that the Notes are not being redeemed on the applicable Interest Payment Date pursuant to the
Redemption at the Option of the Company provisions above. If we exercise our redemption option, you wil receive on the Early Redemption Date the
Redemption Price applicable to that Early Redemption Date, calculated as described above. The examples below are based on the Minimum Interest
Rate of 0.00% per annum and the Maximum Interest Rate of 10.00% per annum.

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Interest Rate Calculation

Step 1: Calculate the Reference Rate.

For each Interest Period commencing on after August 15, 2014, a value for the Reference Rate is determined by calculating the CMS Spread, which is
the difference between the CMS Rates of the two maturities identified on the cover page hereof on the Interest Determination Date for that Interest
Period (that is, two New York Business Days prior to the first day of the Interest Period) minus the Fixed Percentage Amount. If the value of the first
CMS Rate is not sufficiently greater than the second CMS Rate (after taking into account the Fixed Percentage Amount), the subtraction of the second
CMS Rate from the first CMS Rate minus the Fixed Percentage Amount wil result in a negative CMS Spread or a CMS Spread of zero, and therefore
a negative Reference Rate or a Reference Rate that is equal to zero.

Step 2: Calculate the per annum interest rate for each Interest Payment Date.

For each Interest Period commencing on or after August 15, 2014, the per annum interest rate is determined by multiplying the Multiplier by the
Reference Rate, determined on the Interest Determination Date applicable to the relevant Interest Period as described above, subject to the Minimum
Interest Rate and the Maximum Interest Rate. Because the Minimum Interest Rate on the Notes is equal to 0.00%, if the Reference Rate on any
Interest Determination Date is equal to or less than zero, you would receive no interest payment on the related Interest Payment Date. See "Selected
Risk Factors-- Reference Rate / Interest Payment Risk". The per annum interest rate wil also be limited to any Maximum Interest Rate specified on
the cover page hereof.

Step 3: Calculate the interest payment amount payable for each Interest Payment Date.

For each Interest Period, once the Calculation Agent has determined the applicable interest rate per annum, the Calculation Agent wil calculate the
effective interest rate for the Interest Period by multiplying the annual interest rate determined for that Interest Period by the applicable day count
fraction (90/360 in light of the quarterly Interest Payment Dates). The resulting effective interest rate is then multiplied by the relevant principal amount
of the Notes to determine the actual interest amount payable on the related Interest Payment Date. No adjustments to the amount of interest
calculated wil be made in the event an Interest Payment Date is not a Business Day.

Example Interest Rate and Interest Payment Calculations

The fol owing examples il ustrate how the per annum interest rate and interest payment amounts would be calculated for a given Interest Period
commencing on or after August 15, 2014 under scenarios for the CMS Rates and the Reference Rate. These examples are based on the applicable
Reference Rate for the Notes, which is equal to the difference of 10 Year CMS Rate minus 2 Year CMS Rate minus a Fixed Percentage Amount of
0.25%, a Multiplier of 4.00, the Minimum Interest Rate of 0.00% and the Maximum Interest Rate of 10.00%. The examples are also based on the
Notes having quarterly Interest Payment Dates, and that interest payments wil be calculated using a 30/360 day count basis (such that the applicable
day count fraction for the quarterly interest payment for the Interest Period wil be 90/360).

These values and assumptions have been chosen arbitrarily for the purpose of these examples, and should not be taken as indicative of the terms of
any particular Notes or the future performance of the relevant CMS Rates or the Reference Rate. The specific terms for each issuance of Notes wil be
determined at the time such Notes are priced. Numbers in the table below have been rounded for ease of analysis. These examples assume that the
Notes are held until maturity and do not take into account any tax consequences from investing in the Notes.

Interest Payment
Interest Rate
Effective
Amount
10 Year CMS Rate
2 Year CMS Rate
Reference Rate1
(per annum)2
Interest Rate5
(per $1,000 Note) 6

3.00%
4.20%
1.45%
0.00%3
0.00%
$0.00

4.00%
4.60%
0.85%
0.00%3
0.00%
$0.00

5.00%
5.00%
-0.25%
0.00%3
0.00%
$0.00

6.00%
5.30%
0.45%
1.80%
0.45%
$4.50

8.00%
5.50%
2.25%
9.00%
2.25%
$22.50

9.00%
5.70%
3.05%
10.00%4
2.50%
$25.00

________________

1.
For the Interest Period, the value of the Reference Rate is equal to the CMS Spread (the 10 Year CMS Rate minus the 2 Year CMS Rate minus the

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