Bond Barclay PLC 0.296% ( US06741UBL70 ) in USD

Issuer Barclay PLC
Market price refresh price now   98.39 %  ⇌ 
Country  United Kingdom
ISIN code  US06741UBL70 ( in USD )
Interest rate 0.296% per year ( payment 2 times a year)
Maturity 30/04/2029



Prospectus brochure of the bond Barclays PLC US06741UBL70 en USD 0.296%, maturity 30/04/2029


Minimal amount 1 000 USD
Total amount /
Cusip 06741UBL7
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Next Coupon 30/04/2026 ( In 181 days )
Detailed description Barclays PLC is a British multinational banking and financial services corporation headquartered in London, offering a wide range of services including personal and corporate banking, investment banking, and wealth management.

The Bond issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06741UBL70, pays a coupon of 0.296% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/04/2029







http://www.sec.gov/Archives/edgar/data/312070/000110465914031232/...
424B2 1 a14-9462_51424b2.htm 424B2 - STEP-UP RAN [BARC-AMER.FID605635]

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
$1,404,000
$180.84



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

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Pricing Supplement dated April 25, 2014
Filed Pursuant to Rule 424(b)(2)
(To Prospectus dated July 19, 2013 and the Prospectus Supplement dated July 19, 2013)
Registration No. 333-190038


US$1,404,000

CALLABLE RANGE ACCRUAL NOTES DUE APRIL 30, 2029

LINKED TO THE CMS SPREAD

Principal Amount:


US$1,404,000


Issuer:
Barclays Bank PLC



Issue Price:


Variable Price Re-Offer


Series:
Global Medium-Term Notes, Series A



Original Issue Date:


April 30, 2014


Original Trade Date:
April 25, 2014



Maturity Date:


April 30, 2029 subject to Payment at Maturity:
If you hold the Notes to maturity, you will receive
Redemption at the Option of the
100% of your principal, subject to the
Company (as set forth below).
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.


Denominations:


Minimum denominations of CUSIP/ISIN:
06741UBL7/US06741UBL70

US$1,000 and integral multiples
of US$1,000 thereafter.


[Terms of Notes continue on next page]
















Price to Public(1)
Agent's Commission(1)(2)
Proceeds to Barclays Bank






PLC

(1)(2)











Per Note
At Variable Prices
2.25%
97.75%












Total
At Variable Prices
$31,590
$1,372,410












B
1
arclays Capital Inc. has agreed to purchase the Notes from us at 100% of the principal amount minus a maximum commission equal
to $22.50 per $1,000 principal amount, or 2.25% , resulting in a minimum aggregate proceeds to Barclays Bank PLC of $1,372,410.
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 $977.50 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 "Selected Risk Factors--The Price You Paid for the Notes May Be Higher than the Prices Paid by Other
Investors" below for additional detail.
T
2
he total Agent's Commission and Proceeds to Barclays Bank PLC, wil be based on the aggregate dollar amount of notes sold by Barclays Bank
PLC to Barclays Capital Inc. as determined on the Original Trade Date.
Our estimated value of the Notes on the Original Trade Date, based on our internal pricing models, is $963.80 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 be 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 $900.00 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 "Selected Risk Factors--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--2 below.
The Notes will 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 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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Accrual Rate (*):


The CMS Spread.

CMS Spread: An amount determined by the Calculation Agent, which is the CMS Rate with a maturity of 30

years ("30CMS") minus the CMS Rate with a maturity of 5 years ("5CMS" and together with 30CMS, the
"CMS Rates"). (See "The CMS Rates" on page PS-8 for additional information on how the CMS Rates are
calculated).





Interest Rate Formula:


For each Interest Period, the interest rate per annum wil be equal to the product of (1) the applicable Step
Up Rate times (2) the Accrual Factor.




Accrual Factor:


For any Interest Period, the number of calendar days in the applicable Interest Period on which the Accrual
Rate observed on that day is greater than or equal to the Barrier Level (an "Accrual Day"), divided by the
total number of calendar days in the applicable Interest Period. Notwithstanding anything else to the contrary,
the Accrual Rate on any calendar day in an Interest Period that is not a Business Day wil equal the Accrual
Rate observed on the immediately preceding Business Day.




Rate Cut-Off:


For any Interest Period, the Accrual Rate for any day from and including the fifth Business Day prior to the
related Interest Payment Date wil equal the Accrual Rate on such fifth Business Day prior to that Interest
Payment Date.




Maximum Rate:


For any Interest Period, the Step Up Rate specified for that Interest Period under "Step Up Rates" below.




Minimum Rate:


0.00%




Step Up Rates:


For each Interest Period commencing on or after the Original Issue Date, to but excluding April 30, 2021:
6.00% per annum

For each Interest Period commencing on or after April 30, 2021 to but excluding April 30, 2025: 7.00% per
annum
For each Interest Period commencing on or after April 30, 2025 to but excluding the Maturity Date: 8.00%
per annum




Barrier Level:


0.25%




Interest Payment Dates:


Payable quarterly in arrears on the 30 day
th
of each January, April, July and October, commencing on July 30,
2014 and ending on the Maturity Date or the Early Redemption 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 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).




Business Day Convention/Day


Fol owing, unadjusted; 30/360
Count Fraction:




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.




Redemption at the Option of the


We may redeem your Notes, in whole or in part, at the Redemption Price set forth below, on any Interest
Company:
Payment Date commencing on or after April 30, 2015, 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 (subject to
the creditworthiness of the Issuer).




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




(*) In certain circumstances, 30CMS and/or 5CMS will be based on the alternate calculation of the CMS Rates as described in "Reference Assets--Floating Interest Rate--CMS Rate"
of the accompanying prospectus supplement.


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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 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
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.

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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 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
$900.00.

We urge you to read the "Selected Risk Considerations" beginning on page PS-2 of this pricing supplement.

PS-1
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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.

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

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

directly linked to the CMS Rates. Instead the amount of interest payable on the Notes for any Interest Period is
dependent on whether, during a given Interest Period, the Accrual Rate is greater than or equal to the Barrier
Level. For each calendar day in an Interest Period on which the Accrual Rate is greater than or equal to the
Barrier Level, interest wil accrue at the applicable Step Up Rate; conversely, for each calendar day in an
Interest Period on which the Accrual Rate is less than the Barrier Level, no interest wil accrue.

As a result, if the Accrual Rate is less than the Barrier Level on one or more calendar days during an Interest
Period, then the interest rate for that Interest Period, and the amount of interest paid on the related Interest
Payment Date, wil decrease in proportion to the number of calendar days in the Interest Period that the Accrual
Rate is less than the Barrier Level. Accordingly, in such circumstances you would not receive the maximum
possible interest rate for that Interest Period. If, on every calendar day in an Interest Period, the Accrual Rate
is less than the Barrier Level, then you wil receive no interest payments for that Interest Period. If the Accrual
Rate is less than the Barrier Level on every calendar day in every Interest Period throughout the term of the
Notes, then you wil receive no interest payments on your Notes throughout their term.

·
Maximum Interest Rate--Since a Maximum Rate is specified on the cover page hereof, the interest rate on

the Notes for the relevant Interest Periods (on or after any applicable date specified on the cover page hereof)
wil be limited to the specified Maximum Rate. As a result, you wil lose the benefit of any interest payment that
would have been payable had such Maximum Rate not been applicable.

·
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.

·
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 will be willing 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.

·
Rate Cut-Off--The Accrual Rate with respect to each day from and including the fifth Business Day prior to the

related Interest Payment Date for any Interest Period (each such fifth day, a "Rate Cut-Off Date") to but
excluding such related Interest Payment Date wil be the Accrual Rate in effect on such Rate Cut-Off Date. As
such, if the Accrual Rate is less than the Barrier Level on such Rate Cut-Off Date, no interest wil accrue for that
day or the remainder of the Interest Period, even if the Accrual Rate is greater than or equal to the Barrier Level
on any day during that time.

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PS-2
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Exposure to the CMS Rates--Payments on the Notes are determined with reference to both the 30 Year CMS
Rate and the 5 Year CMS Rate. The CMS Rates or the 30 Year CMS Rate and the 5 Year CMS Rate are the
"constant maturity swap rates" that measure 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 or 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 the CMS Rates, and, more specifical y, how the CMS Spread is calculated, see
"The CMS Rates" below.

·
The Historical Performance of the CMS Rates Is Not an Indication of Their Future Performance--The

historical performance of the CMS Rates should not be taken as an indication of their 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 will rise or fall. There can be no assurance that the Accrual Rate wil
be greater than or equal to the Barrier Level on any day during the term of the Notes.

·
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 allow you to trade or sell 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.

·
Taxes-- As discussed in more detail below, the Notes should be treated as debt instruments subject to the

special rules governing contingent payment debt instruments for U.S. federal income tax purposes. As a
consequence of those rules, you wil likely be required to include an amount of interest in income in certain
periods that is less than the interest payments made on your Notes in such periods. Conversely, you wil likely
be required to include an amount of interest in income in certain periods that exceeds the interest payments due
on your Notes for such periods. It is also possible that the Internal Revenue Service could disagree with the
characterization of the Notes as contingent payment debt instruments and assert that the Notes should be
classified as variable rate debt instruments. If the variable rate debt instrument rules apply to your Notes, you
wil general y be required to include interest on the Notes in income at the time the interest is paid or accrued,
depending on the your method of accounting for tax purposes. You should consult your tax advisor as to U.S.
federal income tax consequences of investing in the Notes.

·
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 was 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 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.

·
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
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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

PS-3
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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 sellers 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 sell 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 sell 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 sell 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 all, 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 initially 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 CMS 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
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, seller or holder of
the Notes into account in conducting these activities.
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