Bond Barclay PLC 7.25% ( US06743P7565 ) in USD

Issuer Barclay PLC
Market price 100 %  ▲ 
Country  United Kingdom
ISIN code  US06743P7565 ( in USD )
Interest rate 7.25% per year ( payment 2 times a year)
Maturity 19/03/2025 - Bond has expired



Prospectus brochure of the bond Barclays PLC US06743P7565 in USD 7.25%, expired


Minimal amount 1 000 USD
Total amount 6 574 000 USD
Cusip 06743P756
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
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 US06743P7565, pays a coupon of 7.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 19/03/2025







424B2 1 dp54414_424b2-373ubs.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate Offering
Title of Each Class of Securities Offered

Price

Amount of Registration Fee(1)
Global Medium-Term Notes, Series A

$6,573,500

$763.84

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

Pricing Supplement dated March 13, 2015
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-190038
$6,573,500 Barclays Bank PLC Trigger Phoenix Autocallable
Optimization Securities
Link e d t o t he le sse r pe rform ing of t he EU RO ST OX X 5 0 ® I nde x a nd t he S& P 5 0 0 ® I nde x due M a rc h 1 9 , 2 0 2 5
I nve st m e nt De sc ript ion
Trigger Phoenix Autocallable Optimization Securities (the "Securities") are unsecured and unsubordinated debt securities issued by Barclays Bank PLC (the
"Issuer") linked to the lesser performing of the EURO STOXX 50® Index and the S&P 500® Index (each an "Index" and together the "Indices"). On a quarterly
basis, unless the Securities have been previously called, the Issuer will pay you a coupon (the "Contingent Coupon") if the Closing Level of each Index on the
applicable Observation Date is greater than or equal to its specified Coupon Barrier. Otherwise, no coupon will be paid for that quarter. The Issuer will
automatically call the Securities if the Closing Level of each Index on any Observation Date (quarterly, beginning on March 3, 2016) is greater than or equal to its
Closing Level on the Trade Date (the "Initial Index Level"). If the Securities are automatically called, the Issuer will repay the principal amount of your Securities
plus pay the Contingent Coupon due on the Coupon Payment Date that is also the Call Settlement Date, and no further amounts will be owed to you under the
Securities. If the Securities are not automatically called and the Closing Level of each Index on the Final Valuation Date (the "Final Index Level") is greater than or
equal to both its specified Trigger Level and its Coupon Barrier, the Issuer will pay you a cash payment at maturity equal to the principal amount of your Securities
plus the Contingent Coupon due on the Coupon Payment Date that is also the Maturity Date. If the Securities are not automatically called and the Final Index
Level of each Index is greater than or equal to its Trigger Level but the Final Index Level of either Index is less than its Coupon Barrier, the Issuer will pay you a
cash payment at maturity equal to the principal amount of your Securities, but no coupon will be paid. However, if the Final Index Level of either Index is less than
its Trigger Level, you will be exposed to the full decline in the Index with the lower Index Return (the "Lesser Performing Index") and the Issuer will repay less than
the full principal amount of the Securities at maturity, if anything, resulting in a loss of principal that is proportionate to the negative Index Return of the Lesser
Performing Index. I nve st ing in t he Se c urit ie s involve s signific a nt risk s. Y ou m a y lose som e or a ll of your init ia l inve st m e nt . Y ou w ill
be e x pose d t o t he m a rk e t risk of e a c h I nde x a nd a ny de c line in t he le ve l of one I nde x m a y ne ga t ive ly a ffe c t your re t urn a nd w ill
not be offse t or m it iga t e d by a le sse r de c line or a ny pot e nt ia l inc re a se in t he le ve l of t he ot he r I nde x . T he T rigge r Le ve l of e a c h
I nde x is obse rve d re la t ive t o it s Fina l I nde x Le ve l only on t he Fina l V a lua t ion Da t e , a nd t he c ont inge nt re pa ym e nt of princ ipa l
a pplie s only if you hold t he Se c urit ie s t o m a t urit y. Ge ne ra lly, t he highe r t he Cont inge nt Coupon Ra t e on a Se c urit y, t he gre a t e r
t he risk of loss on t ha t Se c urit y. Y our re t urn pot e nt ia l on t he Se c urit ie s is lim it e d t o a ny Cont inge nt Coupons pa id on t he
Se c urit ie s, a nd you w ill not pa rt ic ipa t e in a ny a ppre c ia t ion of e it he r I nde x . Any pa ym e nt on t he Se c urit ie s, inc luding a ny
re pa ym e nt of princ ipa l, is subje c t t o t he c re dit w ort hine ss of Ba rc la ys Ba nk PLC a nd is not gua ra nt e e d by a ny t hird pa rt y. I f
Ba rc la ys Ba nk PLC w e re t o de fa ult on it s pa ym e nt obliga t ions or be c om e subje c t t o t he e x e rc ise of a ny U .K . Ba il -in Pow e r (a s
de sc ribe d on pa ge PS-3 of t his pric ing supple m e nt ) by t he re le va nt U .K . re solut ion a ut horit y, you m ight not re c e ive a ny a m ount s
ow e d t o you unde r t he Se c urit ie s. Se e "Conse nt t o U K Ba il -in Pow e r" in t his pric ing supple m e nt a nd "Risk Fa c t ors" in t he
a c c om pa nying prospe c t us a dde ndum .
Fe a t ure s
K e y Da t e s
Contingent Coupon: Unless the Securities have been previously called, the
Trade Date:
March 13, 2015
Issuer will pay you a Contingent Coupon each quarter if the Closing Level of each
Settlement Date:
March 18, 2015
Index on the applicable Observation Date is greater than or equal to its Coupon
Barrier. Otherwise, no coupon will be paid for that quarter.
Observation Dates1:
Quarterly, commencing June 3, 2015
(callable beginning March 3, 2016)

Automatic Call: The Issuer will automatically call the Securities if the Closing
Final Valuation Date1:
March 13, 2025
Level of each Index on any Observation Date (quarterly, beginning on March 3,
Maturity Date1:
March 19, 2025
2016) is greater than or equal to its Initial Index Level. If the Securities are
1 Subject to postponement in the event of a market disruption
automatically called, the Issuer will repay the principal amount of your Securities
event as described under "Reference Assets--Indices--Market
plus pay the Contingent Coupon due on the Coupon Payment Date that is also
Disruption Events for Securities with the Reference Asset
the Call Settlement Date, and no further amounts will be owed to you under the
Comprised of an Index or Indices of Equity Securities" in the
Securities.
prospectus supplement and "Supplemental Terms of the

Securities" in this pricing supplement. Notwithstanding anything
Contingent Repayment of Principal at Maturity: If the Securities are not
to the contrary in the accompanying prospectus supplement, the
automatically called and the Final Index Level of each Index is greater than or
Final Valuation Date may be postponed by up to five scheduled
equal to both its Trigger Level and its Coupon Barrier, the Issuer will pay you a
trading days for both Indices due to the occurrence or
cash payment at maturity equal to the principal amount of your Securities plus the
continuance of a market disruption event on such date.
Contingent Coupon due on the Coupon Payment Date that is also the Maturity

Date. If the Securities are not automatically called and the Final Index Level of

each Index is greater than or equal to its Trigger Level but the Final Index Level of
either Index is less than its Coupon Barrier, the Issuer will pay you a cash

payment at maturity equal to the principal amount of your Securities, but no

coupon will be paid. However, if the Final Index Level of either Index is less than
its Trigger Level, the Issuer will repay less than your principal amount, if anything,
resulting in a loss of your initial investment that will be proportionate to the
negative Index Return of the Lesser Performing Index. The Trigger Level of each
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Index is observed relative to its Final Index Level only on the Final Valuation Date,
and the contingent repayment of principal applies only if you hold the Securities to
maturity. Any payment on the Securities, including any repayment of principal, is
subject to the creditworthiness of Barclays Bank PLC.
N OT I CE T O I N V EST ORS: T H E SECU RI T I ES ARE SI GN I FI CAN T LY RI SK I ER T H AN CON V EN T I ON AL DEBT I N ST RU M EN T S. T H E
I SSU ER I S N OT N ECESSARI LY OBLI GAT ED T O REPAY T H E FU LL PRI N CI PAL AM OU N T OF T H E SECU RI T I ES AT M AT U RI T Y , AN D
T H E SECU RI T I ES CAN H AV E T H E FU LL DOWN SI DE M ARK ET RI SK OF T H E LESSER PERFORM I N G I N DEX . T H I S M ARK ET RI SK I S I N
ADDI T I ON T O T H E CREDI T RI SK I N H EREN T I N PU RCH ASI N G A DEBT OBLI GAT I ON OF BARCLAY S BAN K PLC. Y OU SH OU LD N OT
PU RCH ASE T H E SECU RI T I ES I F Y OU DO N OT U N DERST AN D OR ARE N OT COM FORT ABLE WI T H T H E SI GN I FI CAN T RI SK S
I N V OLV ED I N I N V EST I N G I N T H E SECU RI T I ES.
Y OU SH OU LD CAREFU LLY CON SI DER T H E RI SK S DESCRI BED U N DER "K EY RI SK S" BEGI N N I N G ON PAGE PS-8 OF T H I S PRI CI N G
SU PPLEM EN T , "RI SK FACT ORS" BEGI N N I N G ON PAGE S-6 OF T H E PROSPECT U S SU PPLEM EN T , "RI SK FACT ORS" BEGI N N I N G ON
PAGE PA -1 OF T H E PROSPECT U S ADDEN DU M AN D PAGE I S -2 OF T H E I N DEX SU PPLEM EN T BEFORE PU RCH ASI N G AN Y
SECU RI T I ES. EV EN T S RELAT I N G T O AN Y OF T H OSE RI SK S, OR OT H ER RI SK S AN D U N CERT AI N T I ES, COU LD ADV ERSELY AFFECT
T H E M ARK ET V ALU E OF, AN D T H E RET U RN ON , Y OU R SECU RI T I ES. Y OU M AY LOSE SOM E OR ALL OF Y OU R I N I T I AL
I N V EST M EN T I N T H E SECU RI T I ES. T H E SECU RI T I ES WI LL N OT BE LI ST ED ON AN Y SECU RI T I ES EX CH AN GE.
BY ACQU I RI N G T H E SECU RI T I ES, Y OU ACK N OWLEDGE, AGREE T O BE BOU N D BY AN D CON SEN T T O T H E EX ERCI SE OF, AN Y
U .K . BAI L-I N POWER. SEE "CON SEN T T O BAI L-I N POWER" ON PAGE PS-3 OF T H I S PRI CI N G SU PPLEM EN T .
Se c urit y Offe ring

We are offering Trigger Phoenix Autocallable Optimization Securities linked to the lesser performing of the EURO STOXX 50® Index and the S&P 500® Index. The
Initial Index Level of each Index is the Closing Level of that Index on the Trade Date. The Securities are offered at a minimum investment of 100 Securities at
$10.00 per Security (representing a $1,000 investment), and integral multiples of $10.00 in excess thereof.
Cont inge nt
I nit ia l I nde x
I nde x
Coupon Ba rrie r*
T rigge r Le ve l*
CU SI P/ I SI N
Coupon Ra t e
Le ve l
EURO STOXX 50® Index
2,559.35, which is 70.00% of the 1,828.11, which is 50.00% of the
3,656.21
(SX5E)
Initial Index Level
Initial Index Level
06743P756 /
7.25% per annum
1,437.38, which is 70.00% of the 1,026.70, which is 50.00% of the
US06743P7565
S&P 500® Index (SPX)
2,053.40
Initial Index Level
Initial Index Level
* Rounded to two decimal places

Se e "Addit iona l I nform a t ion a bout Ba rc la ys Ba nk PLC a nd t he Se c urit ie s" on pa ge PS-2 of t his pric ing supple m e nt . T he Se c urit ie s
w ill ha ve t he t e rm s spe c ifie d in t he prospe c t us da t e d J uly 1 9 , 2 0 1 3 , t he prospe c t us supple m e nt da t e d J uly 1 9 , 2 0 1 3 , t he
prospe c t us a dde ndum da t e d Fe brua ry 3 , 2 0 1 5 , t he inde x supple m e nt da t e d J uly 1 9 , 2 0 1 3 a nd t his pric ing supple m e nt .

N e it he r t he U .S. Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he Se c urit ie s or de t e rm ine d t ha t t his pric ing supple m e nt is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he
c ont ra ry is a c rim ina l offe nse .

We m a y use t his pric ing supple m e nt in t he init ia l sa le of t he Se c urit ie s. I n a ddit ion, Ba rc la ys Ca pit a l I nc . or a ny ot he r of our
a ffilia t e s m a y use t his pric ing supple m e nt in m a rk e t re sa le t ra nsa c t ions in a ny of t he Se c urit ie s a ft e r t he ir init ia l sa le . U nle ss w e
or our a ge nt inform s you ot he rw ise in t he c onfirm a t ion of sa le , t his pric ing supple m e nt is be ing use d in a m a rk e t re sa le
t ra nsa c t ion.

The Securities constitute our 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.

I nit ia l I ssue Pric e 1
U nde rw rit ing Disc ount
Proc e e ds t o Ba rc la ys Ba nk PLC
Per Security
$10.00
$0.35
$9.65
Total
$6,573,500
$230,072.50
$6,343,427.50

1 Our e st im a t e d va lue of t he Se c urit ie s on t he T ra de Da t e , ba se d on our int e rna l pric ing m ode ls, is $ 9 .3 9 3 pe r Se c urit y. T he
e st im a t e d va lue is le ss t ha n t he init ia l issue pric e of t he Se c urit ie s. Se e "Addit iona l I nform a t ion Re ga rding Our Est im a t e d V a lue
of t he Se c urit ie s" on pa ge PS-2 of t his pric ing supple m e nt .
U BS Fina nc ia l Se rvic e s I nc .
Ba rc la ys Ca pit a l I nc .



Addit iona l I nform a t ion a bout Ba rc la ys Ba nk PLC a nd t he Se c urit ie s

You should read this pricing supplement together with the prospectus dated July 19, 2013, as supplemented by the prospectus supplement dated July 19, 2013,
the prospectus addendum dated February 3, 2015 and the index supplement dated July 19, 2013 relating to our Global Medium-Term Securities, Series A, of
which these Securities are a part. This pricing supplement, together with the documents listed below, contains the terms of the Securities and supersedes all prior
or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas,
structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the matters
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set forth in "Risk Factors" in the prospectus supplement, the prospectus addendum and the index supplement, as the Securities involve risks not associated with
conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Securities.

If the terms discussed in this pricing supplement differ from those in the prospectus, prospectus supplement, prospectus addendum or index supplement, the terms
discussed herein will control.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date
on the SEC website):

¨
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

¨
Prospectus addendum dated February 3, 2015:
http://www.sec.gov/Archives/edgar/data/312070/000119312515031134/d864437d424b3.htm

¨
Index supplement dated July 19, 2013:
http://www.sec.gov/Archives/edgar/data/312070/000119312513295727/d570220d424b3.htm

Our SEC file number is 1-10257. References to "Barclays," "Barclays Bank PLC," "we," "our" and "us" refer only to Barclays Bank PLC and not to its consolidated
subsidiaries. In this document, "Securities" refers to the Trigger Phoenix Autocallable Optimization Securities that are offered hereby, unless the context otherwise
requires.

Supple m e nt a l T e rm s of t he Se c urit ie s

The "Reference Assets--Indices--Market Disruption Events for Securities with the Reference Asset Comprised of an Index or Indices of Equity Securities" section
of the accompanying prospectus supplement defines scheduled trading day with respect to each Index and describes the circumstances under which the
Calculation Agent may determine that there is a market disruption event with respect to each Index. If the Calculation Agent determines that any Observation Date
is not a scheduled trading day for either Index or on any Observation Date a market disruption event occurs or is continuing in respect of either Index, the
Observation Date will be postponed to the earlier of (i) the fifth scheduled trading day for each Index after the originally scheduled Observation Date (or, if such
fifth scheduled trading day is not the same day for both Indices, the later such fifth scheduled trading day) (such fifth scheduled trading day (or later fifth scheduled
trading, as the case may be), the "latest possible Observation Date") and (ii) the earliest date that is a scheduled trading day with respect to each Index on which
the Calculation Agent determines that a market disruption event does not occur and is not continuing with respect to either Index. If an Observation Date is
postponed to the latest possible Observation Date and the Calculation Agent determines that such latest possible Observation Date is not a scheduled trading
day with respect to either Index or that a market disruption event with respect to either Index has occurred and is continuing on such latest possible Observation
Date, then the Closing Level of that Index will be the Calculation Agent's estimate, made in good faith and in a commercially reasonable manner, of the Closing
Level of that Index that would have prevailed on such latest possible Observation Date if such date were a scheduled trading day on which no market disruption
event had occurred and was continuing with respect to that Index.

Addit iona l I nform a t ion Re ga rding Our Est im a t e d V a lue of t he Se c urit ie s

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,
typically 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 Trade Date is based on our internal funding rates. Our estimated value of
the Securities might 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 Securities on the Trade Date is less than the initial issue price of the Securities. The difference between the initial issue price of the
Securities and our estimated value of the Securities 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 Securities, the estimated cost that we may incur in hedging our obligations under the Securities,
and estimated development and other costs that we may incur in connection with the Securities.

Our estimated value on the Trade Date is not a prediction of the price at which the Securities may trade in the secondary market, nor will it be the price at which
Barclays Capital Inc. may buy or sell the Securities 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 Securities in the secondary market but it is not obligated to do so.

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

We urge you t o re a d t he "K e y Risk s" be ginning on pa ge PS-8 of t his pric ing supple m e nt .

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PS-2


Conse nt t o U K Ba il -in Pow e r

Under the U.K. Banking Act 2009, as recently amended, the relevant U.K. resolution authority may exercise a U.K. Bail-in Power under certain conditions which,
in summary, include that such authority determines that: (i) a relevant entity (such as the Issuer) is failing or is likely to fail, (ii) it is not reasonably likely that
(ignoring the other stabilization powers under the U.K. Banking Act) any other action will be taken to avoid the entity's failure, (iii) the exercise of the stabilization
powers are necessary taking into account certain public interest considerations such as the stability of the U.K. financial system, public confidence in the U.K.
banking system and the protection of depositors and (iv) the objectives of the resolution measures would not be met to the same extent by the winding up of the
entity. Notwithstanding these conditions, there remains uncertainty regarding how the relevant U.K. resolution authority would assess these conditions in deciding
whether to exercise any U.K. Bail-in Power. The U.K. Bail-in Power includes any statutory write-down and conversion power, which allows for the cancellation of
all, or a portion, of any amounts payable on the Securities, including any repayment of principal and/or the conversion of all, or a portion, of any amounts payable
on the Securities, including the repayment of principal, into shares or other securities or other obligations of ours or another person, including by means of a
variation to the terms of the Securities. Accordingly, if any U.K. Bail-in Power is exercised you may lose all or a part of the value of your investment in the
Securities or receive a different security, which may be worth significantly less than the Securities and which may have significantly fewer protections than those
typically afforded to debt securities. Moreover, the relevant U.K. resolution authority may exercise its authority to implement the U.K. Bail-in Power without
providing any advance notice to the holders of the Securities.

By your a c quisit ion of t he Se c urit ie s, you a c k now le dge , a gre e t o be bound by a nd c onse nt t o t he e x e rc ise of, a ny U .K . Ba il -in
Pow e r by t he re le va nt U .K . re solut ion a ut horit y.

This is only a summary. For more information, please see "Key Risks--You May Lose Some or All of Your Investment If Any U.K. Bail-in Power Is
Exercised by the Relevant U.K. Resolution Authority" in this pricing supplement and the full definition of "U.K. Bail-in Power" as well as the risk
factors in the accompanying prospectus addendum.


PS-3


I nve st or Suit a bilit y

T he Se c urit ie s m a y be suit a ble for you if:

T he Se c urit ie s m a y not be suit a ble for you if:


¨You fully understand the risks inherent in an investment in the Securities,
¨You do not fully understand the risks inherent in an investment in the
including the risk of loss of your entire initial investment.
Securities, including the risk of loss of your entire initial investment.


¨You can tolerate a loss of all or a substantial portion of your investment
¨You require an investment designed to provide a full return of principal at
and are willing to make an investment that may have the full downside
maturity, you cannot tolerate a loss of all or a substantial portion of your
market risk of an investment in the Lesser Performing Index.
investment or you are not willing to make an investment that may have

the full downside market risk of an investment in the Lesser Performing
¨You are willing to accept the individual market risk of each Index and
Index.
understand that any decline in the level of one Index will not be offset or

mitigated by a lesser decline or any potential increase in the level of the
¨You are unwilling to accept the individual market risk of each Index or do
other Index.
not understand that any decline in the level of one Index will not be

offset or mitigated by a lesser decline or any potential increase in the
¨You believe each Index is likely to close at or above its Coupon Barrier
level of the other Index.
on the specified Observation Dates, and, if either Index does not, you

can tolerate receiving few or no Contingent Coupons over the term of
¨You do not believe each Index is likely to close at or above its Coupon
the Securities.
Barrier on the specified Observation Dates, or you cannot tolerate

receiving few or no Contingent Coupons over the term of the Securities.
¨You believe the Final Index Level of each Index is not likely to be less

than its Trigger Level and, if the Final Index Level of either Index is less
¨You believe the Final Index Level of either Index is likely to be less than
than its Trigger Level, you can tolerate a loss of all or a substantial
its Trigger Level, which could result in a total loss of your initial
portion of your investment.
investment.


¨You understand and accept that you will not participate in any
¨You seek an investment that participates in the full appreciation in the
appreciation of either Index, which may be significant, and that your
level of either or both of the Indices and whose return is not limited to
return potential on the Securities is limited to any Contingent Coupons
any Contingent Coupons paid on the Securities.
paid on the Securities.


¨You cannot tolerate fluctuations in the price of the Securities prior to
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¨You can tolerate fluctuations in the price of the Securities prior to
maturity that may be similar to or exceed the downside fluctuations in
maturity that may be similar to or exceed the downside fluctuations in
the levels the Indices.
the levels of the Indices.


¨You are unable or unwilling to hold securities that will be called on the
¨You are willing and able to hold securities that will be called on the
earliest Observation Date (quarterly, beginning on March 3, 2016) on
earliest Observation Date (quarterly, beginning on March 3, 2016) on
which the Closing Level of each Index is greater than or equal to its
which the Closing Level of each Index is greater than or equal to its
Initial Index Level, or you are unable or unwilling to hold the Securities to
Initial Index Level, and you are otherwise willing and able to hold the
maturity and seek an investment for which there will be an active
Securities to maturity and accept that there may be little or no
secondary market.
secondary market for the Securities.


¨You are unwilling to invest in the Securities based on the Contingent
¨You are willing to invest in the Securities based on the Contingent
Coupon Rate specified on the cover of this pricing supplement.
Coupon Rate specified on the cover of this pricing supplement.


¨You seek guaranteed current income from your investment, or you prefer
¨You do not seek guaranteed current income from this investment, and
to receive any dividends paid on the securities composing the Indices.
you are willing to forgo any dividends paid on the securities composing

the Indices.
¨You prefer the lower risk, and therefore accept the potentially lower

returns, of fixed income investments with comparable maturities and
¨You seek an investment with a return potentially based on the
credit ratings.
performance of companies in the Eurozone.


¨You do not seek an investment with a return potentially based on the
¨You are willing to assume the credit risk of Barclays Bank PLC, as issuer
performance of companies in the Eurozone.
of the Securities, for all payments under the Securities and understand

that if Barclays Bank PLC were to default on its payment obligations or
¨You are not willing to assume the credit risk of Barclays Bank PLC, as
become subject to the exercise of any U.K. Bail-in Power, you might not
issuer of the Securities, for all payments under the Securities, including
receive any amounts due to you, including any repayment of principal.
any repayment of principal.

T he suit a bilit y c onside ra t ions ide nt ifie d a bove a re not e x ha ust ive . Whe t he r or not t he Se c urit ie s a re a suit a ble inve st m e nt for you
w ill de pe nd on your individua l c irc um st a nc e s, a nd you should re a c h a n inve st m e nt de c ision only a ft e r you a nd your inve st m e nt ,
le ga l, t a x , a c c ount ing a nd ot he r a dvisors ha ve c a re fully c onside re d t he suit a bilit y of a n inve st m e nt in t he Se c urit ie s in light of
your pa rt ic ula r c irc um st a nc e s. Y ou should a lso re vie w c a re fully t he "K e y Risk s" be ginning on pa ge PS-8 of t his pric ing
supple m e nt a s w e ll a s t he "Risk Fa c t ors" be ginning on pa ge S-6 of t he prospe c t us supple m e nt , pa ge PA -1 of t he prospe c t us
a dde ndum a nd pa ge I S -2 of t he inde x supple m e nt for risk s re la t e d t o a n inve st m e nt in t he Se c urit ie s.


PS-4


Fina l T e rm s1
Issuer:
Barclays Bank PLC
Issue Price:
$10.00 per Security
Principal Amount:
$10.00 per Security (subject to minimum investment of 100 Securities)
Term:
Approximately ten years, unless called earlier
Indices2:
The EURO STOXX 50® Index (Bloomberg ticker symbol "SX5E<Index>") and the S&P 500® Index (Bloomberg ticker symbol
"SPX<Index>")
Call Feature:
The Issuer will automatically call the Securities if the Closing Level of each Index on any Observation Date (quarterly, beginning on
March 3, 2016) is greater than or equal to its Initial Index Level. If the Securities are automatically called, the Issuer will repay the
principal amount of your Securities plus pay the Contingent Coupon due on the Coupon Payment Date that is also the Call Settlement
Date, and no further amounts will be owed to you under the Securities.
Observation Dates3:
The first Observation Date will occur on June 3, 2015; Observation Dates will occur quarterly thereafter as listed in the "Observation
Dates/Coupon Payment Dates/Call Settlement Dates" section below. The final Observation Date, March 13, 2025, is the "Final Valuation
Date."
Call Settlement
The Coupon Payment Date immediately following the applicable Observation Date, which will be two (2) business days following the
Dates3:
applicable Observation Date; provided that, if the Securities are automatically called on the Final Valuation Date, the related Call
Settlement Date will be the Maturity Date.
Contingent Coupon:
I f t he Closing Le ve l of e a c h I nde x is gre a t e r t ha n or e qua l t o it s Coupon Ba rrie r on a ny Obse rva t ion Da t e , the
Issuer will pay you the Contingent Coupon applicable to that Observation Date.

I f t he Closing Le ve l of e it he r I nde x is le ss t ha n it s Coupon Ba rrie r on a ny Obse rva t ion Da t e , the Contingent
Coupon applicable to that Observation Date will not accrue or be payable and the Issuer will not make any payment to you on the
related Coupon Payment Date.

The Contingent Coupon is a fixed amount potentially payable quarterly based on the per annum Contingent Coupon Rate.
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Coupon Barrier:
With respect to each Index, a percentage of the Initial Index Level of that Index, as specified on the cover of this pricing supplement
Coupon Payment
Two (2) business days following the applicable Observation Date; provided that the final Coupon Payment Date will be the Maturity Date
Dates3:
Contingent Coupon
The Contingent Coupon Rate is 7.25% per annum. Accordingly, the Contingent Coupon that would be payable for each Observation Date
Rate:
on which the Closing Level of each Index is greater than or equal to its Coupon Barrier is equal to $0.18125 per Security. Whe t he r
Cont inge nt Coupons w ill be pa id on t he Se c urit ie s w ill de pe nd on t he pe rform a nc e of t he I ndic e s. T he I ssue r
w ill not pa y you t he Cont inge nt Coupon for a ny Obse rva t ion Da t e on w hic h t he Closing Le ve l of e it he r I nde x
is le ss t ha n it s Coupon Ba rrie r.
Payment at Maturity
I f t he Se c urit ie s a re not a ut om a t ic a lly c a lle d a nd t he Fina l I nde x Le ve l of e a c h I nde x is gre a t e r t ha n or e qua l
(per Security):
t o bot h it s T rigge r Le ve l a nd it s Coupon Ba rrie r, the Issuer will pay you a cash payment on the Maturity Date equal to
$10.00 per $10.00 principal amount Security plus the Contingent Coupon due on the Coupon Payment Date that is also the Maturity
Date.

I f t he Se c urit ie s a re not a ut om a t ic a lly c a lle d a nd t he Fina l I nde x Le ve l of e a c h I nde x is gre a t e r t ha n or e qua l
t o it s T rigge r Le ve l but t he Fina l I nde x Le ve l of e it he r I nde x is le ss t ha n it s Coupon Ba rrie r, the Issuer will pay
you a cash payment on the Maturity Date equal to $10.00 per $10.00 principal amount Security, but no coupon will be paid.

I f t he Se c urit ie s a re not a ut om a t ic a lly c a lle d a nd t he Fina l I nde x Le ve l of e it he r I nde x is le ss t ha n it s T rigge r
Le ve l, the Issuer will pay you a cash payment on the Maturity Date per $10.00 principal amount Security that is less than your principal
amount, if anything, resulting in a loss of principal that is proportionate to the negative Index Return of the Lesser Performing Index;
equal to:

$10.00 × (1 + Index Return of the Lesser Performing Index)

Accordingly, you may lose all or a substantial portion of your principal at maturity, depending on how much the Lesser
Performing Index declines, regardless of the performance of the other Index. Any payment on the Securities, including any
repayment of principal, is subject to the creditworthiness of Barclays Bank PLC and is not guaranteed by any third party.
Index Return:
With respect to each Index:

Final Index Level ­ Initial Index Level
Initial Index Level
Lesser Performing
The Index with the lower Index Return
Index:
Trigger Level:
With respect to each Index, a percentage of the Initial Index Level of that Index, as specified on the cover of this pricing supplement
Initial Index Level:
With respect to each Index, the Closing Level of that Index on the Trade Date, as specified on the cover of this pricing supplement
Final Index Level:
With respect to each Index, the Closing Level of that Index on the Final Valuation Date
Closing Level:
With respect to each Index, on any scheduled trading day, the closing level of that Index as published with respect to the regular
weekday close of trading on that scheduled trading day as displayed on the applicable Bloomberg Professional® service ("Bloomberg")
page as set forth under "Indices" above or any successor page on Bloomberg or any successor service, as applicable. In certain
circumstances, the Closing Level of an Index will be based on the alternate calculation of that Index as described in "Reference Assets--
Indices--Adjustments Relating to Securities with the Reference Asset Comprised of an Index or Indices" starting on page S-98 of the
accompanying prospectus supplement.
Calculation Agent:
Barclays Bank PLC

1 Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to them in the prospectus supplement.
2
For a description of adjustments that may affect the Indices, see "Reference Assets--Indices--Adjustments Relating to Securities with the Reference Asset
Comprised of an Index or Indices" in the prospectus supplement.
3
Subject to postponement in the event of a market disruption event as described under "Reference Assets--Indices--Market Disruption Events for Securities
with the Reference Asset Comprised of an Index or Indices of Equity Securities" in the prospectus supplement and "Supplemental Terms of the Securities" in
this pricing supplement. Notwithstanding anything to the contrary in the accompanying prospectus supplement, the Final Valuation Date may be postponed by
up to five scheduled trading days for both Indices due to the occurrence or continuance of a market disruption event on such date.



PS-5



I nve st m e nt T im e line


The Closing Level of each Index (the Initial Index Level) is observed, the Contingent Coupon Rate
T ra de Da t e :
is set and the Coupon Barrier and Trigger Level of each Index are determined.



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If the Closing Level of each Index is greater than or equal to its Coupon Barrier on any Observation
Date, the Issuer will pay you the Contingent Coupon applicable to that Observation Date.

Qua rt e rly (c a lla ble
The Issuer will automatically call the Securities if the Closing Level of each Index on any
be ginning M a rc h 3 ,
Observation Date (quarterly, beginning on March 3, 2016) is greater than or equal to its Initial Index
2 0 1 6 ):
Level. If the Securities are automatically called, the Issuer will repay the principal amount of your
Securities plus pay the Contingent Coupon due on the Coupon Payment Date that is also the Call
Settlement Date, and no further amounts will be owed to you under the Securities.





The Final Index Level of each Index is determined as of the Final Valuation Date.

If the Securities are not automatically called and the Final Index Level of each Index is greater than
or equal to both its Trigger Level and its Coupon Barrier, the Issuer will pay you a cash payment on
the Maturity Date equal to $10.00 per $10.00 principal amount Security plus the Contingent Coupon
due on the Coupon Payment Date that is also the Maturity Date.

If the Securities are not automatically called and the Final Index Level of each Index is greater than
or equal to its Trigger Level but the Final Index Level of either Index is less than its Coupon Barrier,
the Issuer will pay you a cash payment on the Maturity Date equal to $10.00 per $10.00 principal
amount Security, but no coupon will be paid.
M a t urit y Da t e :

If the Securities are not automatically called and the Final Index Level of either Index is less than its
Trigger Level, the Issuer will pay you a cash payment on the Maturity Date per $10.00 principal
amount Security that is less than your principal amount, if anything, resulting in a loss of principal
that is proportionate to the negative Index Return of the Lesser Performing Index; equal to:

$10.00 × (1 + Index Return of the Lesser Performing Index)

Accordingly, you may lose all or a substantial portion of your principal at maturity,
depending on how much the Lesser Performing Index declines, regardless of the
performance of the other Index.


I nve st ing in t he Se c urit ie s involve s signific a nt risk s. Y ou m a y lose som e or a ll of your init ia l inve st m e nt . Y ou w ill be e x pose d t o
t he m a rk e t risk of e a c h I nde x a nd a ny de c line in t he le ve l of one I nde x m a y ne ga t ive ly a ffe c t your re t urn a nd w ill not be offse t or
m it iga t e d by a le sse r de c line or a ny pot e nt ia l inc re a se in t he le ve l of t he ot he r I nde x . T he T rigge r Le ve l of e a c h I nde x is
obse rve d re la t ive t o it s Fina l I nde x Le ve l only on t he Fina l V a lua t ion Da t e , a nd t he c ont inge nt re pa ym e nt of princ ipa l a pplie s only
if you hold t he Se c urit ie s t o m a t urit y. Ge ne ra lly, t he highe r t he Cont inge nt Coupon Ra t e on a Se c urit y, t he gre a t e r t he risk of loss
on t ha t Se c urit y. Y our re t urn pot e nt ia l on t he Se c urit ie s is lim it e d t o a ny Cont inge nt Coupons pa id on t he Se c urit ie s, a nd you w ill
not pa rt ic ipa t e in a ny a ppre c ia t ion of e it he r I nde x . Any pa ym e nt on t he Se c urit ie s, inc luding a ny re pa ym e nt of princ ipa l, is subje c t
t o t he c re dit w ort hine ss of Ba rc la ys Ba nk PLC a nd is not gua ra nt e e d by a ny t hird pa rt y. I f Ba rc la ys Ba nk PLC w e re t o de fa ult on
it s pa ym e nt obliga t ions or be c om e subje c t t o t he e x e rc ise of a ny U .K . Ba il -in Pow e r by t he re le va nt U .K . re solut ion a ut horit y, you
m ight not re c e ive a ny a m ount s ow e d t o you unde r t he Se c urit ie s.



PS-6


Obse rva t ion Da t e s/Coupon Pa ym e nt Da t e s/Ca ll Se t t le m e nt Da t e s
Obse rva t ion Da t e s
Coupon Pa ym e nt Da t e s/ Ca ll Se t t le m e nt Da t e s
June 3, 2015*
June 5, 2015
September 3, 2015*
September 8, 2015
December 3, 2015*
December 7, 2015
March 3, 2016
March 7, 2016
June 3, 2016
June 7, 2016
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September 6, 2016
September 8, 2016
December 5, 2016
December 7, 2016
March 3, 2017
March 7, 2017
June 5, 2017
June 7, 2017
September 5, 2017
September 7, 2017
December 4, 2017
December 6, 2017
March 5, 2018
March 7, 2018
June 4, 2018
June 6, 2018
September 4, 2018
September 6, 2018
December 3, 2018
December 5, 2018
March 4, 2019
March 6, 2019
June 3, 2019
June 5, 2019
September 3, 2019
September 5, 2019
December 3, 2019
December 5, 2019
March 3, 2020
March 5, 2020
June 3, 2020
June 5, 2020
September 3, 2020
September 8, 2020
December 3, 2020
December 7, 2020
March 3, 2021
March 5, 2021
June 3, 2021
June 7, 2021
September 3, 2021
September 8, 2021
December 3, 2021
December 7, 2021
March 3, 2022
March 7, 2022
June 3, 2022
June 7, 2022
September 6, 2022
September 8, 2022
December 5, 2022
December 7, 2022
March 3, 2023
March 7, 2023
June 5, 2023
June 7, 2023
September 5, 2023
September 7, 2023
December 4, 2023
December 6, 2023
March 4, 2024
March 6, 2024
June 3, 2024
June 5, 2024
September 3, 2024
September 5, 2024
December 3, 2024
December 5, 2024
March 13, 2025
March 19, 2025
*The Securities are NOT automatically callable until the fourth Observation Date, which is March 3, 2016. Thus, the first Call Settlement Date will be on or
about March 7, 2016.



PS-7


K e y Risk s

An investment in the Securities involves significant risks. Investing in the Securities is not equivalent to investing in either or both of the
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Indices or the securities composing the Indices. These risks are explained in more detail in the "Risk Factors" sections of the
accompanying prospectus supplement, prospectus addendum and index supplement. We also urge you to consult your investment,
legal, tax, accounting and other advisors before you invest in the Securities.

¨
Y ou m a y lose som e or a ll of your princ ipa l -- The Securities differ from ordinary debt securities in that the Issuer will not
necessarily pay the full principal amount of the Securities at maturity. If the Securities are not automatically called, the Issuer will
pay you the principal amount of your Securities only if the Final Index Level of each Index is greater than or equal to its Trigger
Level and will make such payment only at maturity. If the Securities are not automatically called and the Final Index Level of either
Index is less than its Trigger Level, you will be exposed to the full decline in the Lesser Performing Index and the Issuer will repay
less than the full principal amount of the Securities at maturity, if anything, resulting in a loss of principal that is proportionate to the
negative Index Return of the Lesser Performing Index. Accordingly, you may lose some or all of your principal.

¨
I f t he Se c urit ie s a re not a ut om a t ic a lly c a lle d, t he pa ym e nt a t m a t urit y, if a ny, is c a lc ula t e d ba se d sole ly on
t he pe rform a nc e of t he Le sse r Pe rform ing I nde x -- If the Securities are not automatically called pursuant to the Call
Feature, the payment at maturity, if any, will be linked solely to the performance of the Lesser Performing Index. As a result, in the
event that the Final Index Level of the Lesser Performing Index is less than its Trigger Level, the Index Return of only the Lesser
Performing Index will be used to determine the return on your Securities, and you will not benefit from the performance of the other
Index, even if the Final Index Level of the other Index is greater than or equal to its Trigger Level or Initial Index Level.

¨
Y ou m a y not re c e ive a ny Cont inge nt Coupons -- The Issuer will not necessarily make periodic coupon payments on the
Securities. If the Closing Level of either Index on an Observation Date is less than its Coupon Barrier, the Issuer will not pay you
the Contingent Coupon applicable to that Observation Date even if the Closing Level of the other Index is greater than or equal to
its Coupon Barrier on that Observation Date. If the Closing Level of either Index is less than its Coupon Barrier on each of the
Observation Dates, the Issuer will not pay you any Contingent Coupons during the term of the Securities, and you will not receive a
positive return on your Securities. Generally, this non-payment of the Contingent Coupon coincides with a period of greater risk of
principal loss on your Securities.

¨
Cont inge nt re pa ym e nt of princ ipa l a pplie s only a t m a t urit y -- You should be willing to hold your Securities to maturity.
The market value of the Securities may fluctuate between the date you purchase them and the Final Valuation Date. If you are able
to sell your Securities prior to maturity in the secondary market, if any, you may have to sell them at a loss relative to your initial
investment even if the level of either or both of the Indices is above its Trigger Level.

¨
Y our re t urn pot e nt ia l on t he Se c urit ie s is lim it e d t o a ny Cont inge nt Coupons pa id on t he Se c urit ie s, a nd you
w ill not pa rt ic ipa t e in a ny a ppre c ia t ion of e it he r I nde x -- The return potential of the Securities is limited to the pre-
specified per annum Contingent Coupon Rate, regardless of any appreciation of either Index. In addition, the total return on the
Securities will vary based on the number of Observation Dates on which the Closing Level of each Index has been greater than or
equal to its Coupon Barrier prior to maturity or an automatic call. Further, if the Securities are automatically called pursuant to the
automatic call feature, you will not receive Contingent Coupons or any other payment in respect of any Observation Dates after the
applicable Call Settlement Date. If the Securities are not automatically called, you may be subject to the decline in the level of the
Lesser Performing Index even though you cannot participate in any appreciation of either Index. As a result, the return on an
investment in the Securities could be less than the return on a direct investment in either or both of the Indices or securities
composing the Indices. Because the Securities could be called as early as the fourth Observation Date, the total return on the
Securities could be minimal.

¨
Be c a use t he Se c urit ie s a re link e d t o t he Le sse r Pe rform ing I nde x , you a re e x pose d t o gre a t e r risk s of no
Cont inge nt Coupons a nd sust a ining a signific a nt loss on your inve st m e nt a t m a t urit y t ha n if t he se c urit ie s
w e re link e d t o a single I nde x -- The risk that you will not receive any Contingent Coupons and lose some or all of your initial
investment in the Securities at maturity is greater if you invest in the Securities as opposed to substantially similar securities that are
linked to the performance of a single Index. With two Indices, it is more likely that the Closing Level of either Index will be less than
its Coupon Barrier on the specified Observation Dates or less than its Trigger Level on the Final Valuation Date and therefore it is
more likely that you will not receive any Contingent Coupons and that you will suffer a significant loss on your investment at
maturity. In addition, because the Closing Level of each Index must be greater than or equal to its Initial Index Level on a quarterly
Observation Date in order for the securities to be automatically called prior to maturity, the securities are less likely to be
automatically called on any Observation Date than if the Securities were linked to a single Index. Further, if the performances of the
Indices are not correlated to each other, the risk that you will not receive any Contingent Coupons and that one of the Indices will
be less than its Trigger Level is even greater.

¨
Y ou a re e x pose d t o t he m a rk e t risk of e a c h I nde x -- Your return on the Securities is not linked to a basket consisting of
each Index. Rather, it will be contingent upon the independent performance of each Index. Unlike an instrument with a return linked
to a basket of underlying assets in which risk is mitigated and diversified among all the components of the basket, you will be
exposed to the risks related to each Index. Poor performance by either Index over the term of the Securities may negatively affect
your return and will not be offset or mitigated by any increases or lesser declines in the level of the other Index. To receive any
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Contingent Coupons, the Closing Level of each Index must be greater than or equal to its Coupon Barrier on the applicable
Observation Date. In addition, if the Securities have not been automatically called prior to maturity and the Final Index Level of
either Index is less than its Trigger Level, you will be exposed to the full decline in the Lesser Performing Index. Accordingly, your
investment is subject to the market risk of each Index.

¨
Re inve st m e nt risk -- If your Securities are automatically called early, the holding period over which you would receive the per
annum Contingent Coupon Rate could be as short as one year. There is no guarantee that you would be able to reinvest the
proceeds from an investment in the Securities in a comparable investment with a similar level of risk in the event the Securities are
automatically called prior to the Maturity Date.

¨
H ighe r Cont inge nt Coupon Ra t e s a re ge ne ra lly a ssoc ia t e d w it h a gre a t e r risk of loss -- Greater expected volatility
with respect to the Indices and lower correlation of the Indices each reflect a higher expectation as of the Trade Date that the level
of an Index could


PS-8



close below its Coupon Barrier on the Observation Dates or its Trigger Level on the Final Valuation Date. A higher Contingent
Coupon Rate will generally be indicative of this greater expected risk. However, while the Contingent Coupon Rate is a fixed
percentage, the volatility of either or both Indices and the correlation of the Indices may change significantly over the term of the
Securities. The level of either or both Indices could fall sharply, which could result in a significant loss of principal.

¨
Cre dit of I ssue r -- The Securities are unsecured and unsubordinated debt obligations of the Issuer, Barclays Bank PLC, and are
not, either directly or indirectly, an obligation of any third party. Any payment to be made on the Securities, including any repayment
of principal, depends on the ability of Barclays Bank PLC to satisfy its obligations as they come due and is not guaranteed by any
third party. As a result, the actual and perceived creditworthiness of Barclays Bank PLC may affect the market value of the
Securities and, in the event Barclays Bank PLC were to default on its obligations, you might not receive any amount owed to you
under the terms of the Securities.

¨
Y ou M a y Lose Som e or All of Y our I nve st m e nt I f Any U .K . Ba il-in Pow e r I s Ex e rc ise d by t he Re le va nt U .K .
Re solut ion Aut horit y -- Under the U.K. Banking Act 2009, as recently amended, the relevant U.K. resolution authority may
exercise a U.K. Bail-in Power under certain conditions which, in summary, include that such authority determines that: (i) a relevant
entity (such as the Issuer) is failing or is likely to fail, (ii) it is not reasonably likely that (ignoring the other stabilization powers under
the U.K. Banking Act) any other action will be taken to avoid the entity's failure, (iii) the exercise of the stabilization powers are
necessary taking into account certain public interest considerations such as the stability of the U.K. financial system, public
confidence in the U.K. banking system and the protection of depositors and (iv) the objectives of the resolution measures would not
be met to the same extent by the winding up of the entity. Notwithstanding these conditions, there remains uncertainty regarding
how the relevant U.K. resolution authority would assess these conditions in deciding whether to exercise any U.K. Bail-in Power.
The U.K. Bail-in Power includes any statutory write-down and conversion power, which allows for the cancellation of all, or a
portion, of any amounts payable on the Securities, including any repayment of principal and/or the conversion of all, or a portion, of
any amounts payable on the Securities, including the repayment of principal, into shares or other securities or other obligations of
ours or another person, including by means of a variation to the terms of the Securities. Accordingly, if any U.K. Bail-in Power is
exercised you may lose all or a part of the value of your investment in the Securities or receive a different security, which may be
worth significantly less than the Securities and which may have significantly fewer protections than those typically afforded to debt
securities. Moreover, the relevant U.K. resolution authority may exercise its authority to implement the U.K. Bail-in Power without
providing any advance notice to the holders of the Securities.

By your acquisition of the Securities, you acknowledge, agree to be bound by and consent to the exercise of, any U.K.
Bail-in Power by the relevant U.K. resolution authority. The exercise of any U.K. Bail-in Power by the relevant U.K. resolution
authority with respect to the Securities will not be a default or an Event of Default (as each term is defined in the indenture) and
the trustee will not be liable for any action that the trustee takes, or abstains from taking, in either case, in accordance with the
exercise of the U.K. Bail-in Power by the relevant U.K. resolution authority with respect to the Securities. Accordingly, your rights as
a holder of the Securities are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any U.K. Bail-in
Power by the relevant U.K. resolution authority. Please see "Consent to U.K. Bail-in Power" in this pricing supplement and the risk
factors in the accompanying prospectus addendum for more information.

¨
Ow ning t he Se c urit ie s is not t he sa m e a s ow ning t he se c urit ie s c om posing e it he r or bot h I ndic e s -- The
return on your Securities may not reflect the return you would realize if you actually owned the securities composing either or both
Indices. As a holder of the Securities, you will not have voting rights or rights to receive dividends or other distributions or other
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