Bond Barclay PLC 0% ( US06747C2237 ) in USD

Issuer Barclay PLC
Market price 100 %  ⇌ 
Country  United Kingdom
ISIN code  US06747C2237 ( in USD )
Interest rate 0%
Maturity 30/09/2022 - Bond has expired



Prospectus brochure of the bond Barclays PLC US06747C2237 in USD 0%, expired


Minimal amount 1 000 USD
Total amount 4 162 000 USD
Cusip 06747C223
Standard & Poor's ( S&P ) rating N/A
Moody's rating NR
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.

Barclays PLC's USD 0% bond (ISIN: US06747C2237, CUSIP: 06747C223), issued in the UK with a total issuance size of 4,162,000 and a minimum purchase size of 1,000, matured on September 30, 2022, and has been redeemed at 100%, with a Moody's rating of NR and a semi-annual coupon payment frequency.







424B2 1 dp113272_424b2-2610ubs.htm FORM 424B2

Pricing Supplement dated September 25, 2019
Filed Pursuant to Rule 424(b)(2)

Registration Statement No. 333-232144
$4,162,440 Barclays Bank PLC Capped Trigger GEARS
Link e d t o t he S& P 5 0 0 ® I nde x due Se pt e m be r 3 0 , 2 0 2 2
I nve st m e nt De sc ript ion
The Capped Trigger GEARS (the "Securities") are unsecured and unsubordinated debt obligations issued by Barclays Bank PLC
(the "Issuer") with returns linked to the performance of the S&P 500® Index (the "Underlying"). If the Underlying Return is positive,
the Issuer will pay the principal amount of the Securities at maturity plus a return equal to the Underlying Return times the Upside
Gearing of 2.0, up to the Maximum Gain of 29.10%. If the Underlying Return is zero or negative but the Final Underlying Level is
greater than or equal to the Downside Threshold (75% of the Initial Underlying Level), the Issuer will repay the principal amount of
the Securities at maturity. However, if the Final Underlying Level is less than the Downside Threshold, the Issuer will pay you a
cash payment at maturity that is less than the principal amount, if anything, resulting in a percentage loss on your investment equal
to the negative Underlying Return. In this case, you will have full downside exposure to the Underlying from the Initial Underlying
Level to the Final Underlying Level, and could lose all of your initial investment. I nve st ing in t he Se c urit ie s involve s
signific a nt risk s. T he I ssue r w ill not pa y a ny int e re st on t he Se c urit ie s. Y ou m a y lose a signific a nt port ion
or a ll of your princ ipa l. T he Fina l U nde rlying Le ve l is obse rve d re la t ive t o t he Dow nside T hre shold 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. 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- 4 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 supple m e nt .
Fe a t ure s
Key Dates1
Enhanced Grow th Potential, Subject to Maximum Gain: At Trade Date:
September 25, 2019
maturity, the Upside Gearing will provide leveraged exposure to any
Settlement Date:
September 30, 2019
positive performance of the Underlying, up to the Maximum Gain.
Final Valuation Date:
September 27, 2022

Dow nside Exposure w ith Contingent Repayment of
Maturity Date:
September 30, 2022
Princ ipa l a t M a t urit y: If the Underlying Return is zero or negative

but the Final Underlying Level is greater than or equal to the
1 The Final Valuation Date and the Maturity Date are
Downside Threshold, the Issuer will repay the principal amount at
subject to postponement. See "Final Terms" on
maturity. However, if the Final Underlying Level is less than the
page PS-6 of this pricing supplement.
Downside Threshold, the Issuer will repay less than the full principal
amount at maturity, if anything, resulting in a percentage loss on your
investment equal to the negative Underlying Return. The Final
Underlying Level is observed relative to the Downside Threshold 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
U N DERLY I N G. 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 - 7 OF
T H I S PRI CI N G SU PPLEM EN T AN D "RI SK FACT ORS" BEGI N N I N G ON PAGE S-7 OF T H E PROSPECT U S 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 A SI GN I FI CAN T PORT I ON OR ALL OF Y OU R PRI N CI PAL AM OU N T . 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.

N OT WI T H ST AN DI N G AN Y OT H ER AGREEM EN T S, ARRAN GEM EN T S OR U N DERST AN DI N GS BET WEEN BARCLAY S
BAN K PLC AN D AN Y H OLDER OR BEN EFI CI AL OWN ER OF T H E SECU RI T I ES, BY ACQU I RI N G T H E SECU RI T I ES, EACH
H OLDER AN D BEN EFI CI AL OWN ER OF T H E SECU RI T I ES ACK N OWLEDGES, ACCEPT S, AGREES T O BE BOU N D BY
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AN D CON SEN T S T O T H E EX ERCI SE OF, AN Y U .K . BAI L -I N POWER BY T H E RELEV AN T U .K . RESOLU T I ON
AU T H ORI T Y . SEE "CON SEN T T O U .K . BAI L -I N POWER" ON PAGE PS - 4 OF T H I S PRI CI N G SU PPLEM EN T .

Se c urit y Offe ring
We are offering Capped Trigger GEARS linked to the S&P 500® Index. The return on the Securities is subject to the
predetermined Maximum Gain and the corresponding maximum payment at maturity per Security. The Initial Underlying Level is
the Closing Level of the Underlying on the Trade Date. The Securities are offered at a minimum investment of $1,000 (100
Securities).
M a x im um
I nit ia l
M a x im um
Pa ym e nt a t
U pside
U nde rlying
U nde rlying
Dow nside T hre shold
CU SI P/ I SI N
Ga in
M a t urit y pe r
Ge a ring
Le ve l
Se c urit y
2,238.65, which is 75% of the
S&P 500® Index
Initial Underlying Level
06747C223 /
29.10%
$12.91
2.0
2,984.87
(SPX)
(rounded to two decimal
US06747C2237
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 August 1 , 2 0 1 9 , t he
prospe c t us supple m e nt da t e d August 1 , 2 0 1 9 , t he unde rlying supple m e nt da t e d August 1 , 2 0 1 9 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. The Securities are not deposit liabilities of Barclays Bank
PLC and are not covered by the U.K. Financial Services Compensation Scheme or insured by the U.S. Federal Deposit Insurance
Corporation or any other governmental agency or deposit insurance agency of the United States, the United Kingdom or any other
jurisdiction.
Proc e e ds t o Ba rc la ys

I nit ia l I ssue Pric e 1
U nde rw rit ing Disc ount
Ba nk PLC
Per Security
$10.00
$0.25
$9.75
Total
$4,162,440
$104,061
$4,058,379
1 Our estimated value of the Securities on the Trade Date, based on our internal pricing models, is $9.675 per Security. The
estimated value is less than the initial issue price of the Securities. See "Additional Information Regarding Our Estimated Value
of the Securities" on page PS-3 of this pricing supplement.

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 August 1, 2019, as supplemented by the prospectus
supplement dated August 1, 2019 relating to our Global Medium-Term Notes, Series A, of which these Securities are a part, and
the underlying supplement dated August 1, 2019. 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 set forth under
"Risk Factors" in the prospectus 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 set forth in this pricing supplement differ from those set forth in the prospectus, prospectus supplement or underlying
supplement, the terms set forth 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):
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Prospectus dated August 1, 2019:
http://www.sec.gov/Archives/edgar/data/312070/000119312519210880/d756086d424b3.htm

Prospectus supplement dated August 1, 2019:
http://www.sec.gov/Archives/edgar/data/312070/000095010319010190/dp110493_424b2-prosupp.htm

Underlying supplement dated August 1, 2019:
http://www.sec.gov/Archives/edgar/data/312070/000095010319010191/dp110497_424b2-underlying.htm

Our SEC file number is 1-10257. As used in this pricing supplement, "we," "us" and "our" refer to Barclays Bank PLC. In this pricing
supplement, "Securities" refers to the Capped Trigger GEARS that are offered hereby, unless the context otherwise requires.

PS-2

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 eight 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, which may include the tenor of
the Securities and/or 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- 7 of t his pric ing supple m e nt .

PS-3


Conse nt t o U .K . Ba il -in Pow e r
N ot w it hst a nding a ny ot he r a gre e m e nt s, a rra nge m e nt s or unde rst a ndings be t w e e n us a nd a ny holde r or
be ne fic ia l ow ne r of t he Se c urit ie s, by a c quiring t he Se c urit ie s, e a c h holde r a nd be ne fic ia l ow ne r of t he
Se c urit ie s a c k now le dge s, a c c e pt s, a gre e s t o be bound by a nd c onse nt s 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.
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Under the U.K. Banking Act 2009, as amended, the relevant U.K. resolution authority may exercise a U.K. Bail-in Power in
circumstances in which the relevant U.K. resolution authority is satisfied that the resolution conditions are met. These conditions
include that a U.K. bank or investment firm is failing or is likely to fail to satisfy the Financial Services and Markets Act 2000 (the
"FSMA") threshold conditions for authorization to carry on certain regulated activities (within the meaning of section 55B FSMA) or,
in the case of a U.K. banking group company that is a European Economic Area ("EEA") or third country institution or investment
firm, that the relevant EEA or third country relevant authority is satisfied that the resolution conditions are met in respect of that
entity.

The U.K. Bail-in Power includes any write-down, conversion, transfer, modification and/or suspension power, which allows for (i)
the reduction or cancellation of all, or a portion, of the principal amount of, interest on, or any other amounts payable on, the
Securities; (ii) the conversion of all, or a portion, of the principal amount of, interest on, or any other amounts payable on, the
Securities into shares or other securities or other obligations of Barclays Bank PLC or another person (and the issue to, or
conferral on, the holder or beneficial owner of the Securities such shares, securities or obligations); and/or (iii) the amendment or
alteration of the maturity of the Securities, or amendment of the amount of interest or any other amounts due on the Securities, or
the dates on which interest or any other amounts become payable, including by suspending payment for a temporary period; which
U.K. Bail-in Power may be exercised by means of a variation of the terms of the Securities solely to give effect to the exercise by
the relevant U.K. resolution authority of such U.K. Bail-in Power. Each holder and beneficial owner of the Securities further
acknowledges and agrees that the rights of the holders or beneficial owners of the Securities are subject to, and will be varied, if
necessary, solely to give effect to, the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority. For the
avoidance of doubt, this consent and acknowledgment is not a waiver of any rights holders or beneficial owners of the Securities
may have at law if and to the extent that any U.K. Bail-in Power is exercised by the relevant U.K. resolution authority in breach of
laws applicable in England.

For m ore inform a t ion, ple a se se e "K e y Risk s--Y ou m a y lose som e or a ll of your inve st m e nt if a ny U .K . ba il-
in pow e r is e x e rc ise d by t he re le va nt U .K . re solut ion a ut horit y" in t his pric ing supple m e nt a s w e ll a s "U .K .
Ba il -in Pow e r," "Risk Fa c t ors--Risk s Re la t ing t o t he Se c urit ie s Ge ne ra lly--Re gula t ory a c t ion in t he e ve nt a
ba nk or inve st m e nt firm in t he Group is fa iling or lik e ly t o fa il c ould m a t e ria lly a dve rse ly a ffe c t t he va lue of
t he se c urit ie s" a nd "Risk Fa c t ors--Risk s Re la t ing t o t he Se c urit ie s Ge ne ra lly--U nde r t he t e rm s of t he
se c urit ie s, you ha ve a gre e d t o be bound by 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" in t he a c c om pa nying prospe c t us supple m e nt .

PS-4


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


You can tolerate a loss of a significant portion or all of your
You cannot tolerate the loss of a significant portion or all of
initial investment, and you are willing to make an
your initial investment, or you are not willing to make an
investment that may have the full downside market risk of
investment that may have the full downside market risk of
the Underlying.
the Underlying.


You believe the Underlying will appreciate over the term of
You believe the Underlying will depreciate over the term
the Securities and that any such appreciation is unlikely to
of the Securities and the Final Underlying Level is likely to
exceed the Maximum Gain.
be less than the Downside Threshold, or you believe the

Underlying will appreciate over the term of the Securities
You understand and accept that your potential return is
by more than the Maximum Gain.
limited by the Maximum Gain, and you are willing to invest

in the Securities based on the Maximum Gain specified on
You seek an investment that has unlimited return potential
the cover of this pricing supplement.
without a cap on appreciation, or you are unwilling to invest

in the Securities based on the Maximum Gain specified on
You can tolerate fluctuations in the price of the Securities
the cover of this pricing supplement.
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prior to maturity that may be similar to or exceed the

downside fluctuations in the level of the Underlying.
You cannot tolerate fluctuations in the price of the

Securities prior to maturity that may be similar to or exceed
You do not seek current income from this investment, and
the downside fluctuations in the level of the Underlying.
you are willing to forgo any dividends paid on the securities

composing the Underlying.
You seek current income from this investment, or you

would prefer to receive any dividends paid on the securities
You are willing and able to hold the Securities to maturity
composing the Underlying.
and accept that there may be little or no secondary market

for the Securities.
You are unable or unwilling to hold the Securities to

maturity, or you seek an investment for which there will be
You understand and are willing to accept the risks
an active secondary market.
associated with the Underlying.


You do not understand or are not willing to accept the
You are willing and able to assume the credit risk of
risks associated with the Underlying.
Barclays Bank PLC, as issuer of the Securities, for all

payments under the Securities and understand that if
You prefer the lower risk, and therefore accept the
Barclays Bank PLC were to default on its payment
potentially lower returns, of fixed income investments with
obligations or become subject to the exercise of any U.K.
comparable maturities and credit ratings that bear interest
Bail-in Power, you might not receive any amounts due to
at a prevailing market rate.
you under the Securities, including any repayment of

principal.
You are not willing or are unable to assume the credit risk

of Barclays Bank PLC, as issuer of the Securities, for all
payments due to you under the Securities, including 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- 7 of t his pric ing
supple m e nt a nd t he "Risk Fa c t ors" be ginning on pa ge S -7 of t he prospe c t us 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. For m ore inform a t ion a bout t he U nde rlying, ple a se se e t he se c t ion t it le d
"S& P 5 0 0 ® I nde x " be low .

PS-5


Fina l T e rm s1
I nve st m e nt T im e line
Issuer:
Barclays Bank PLC

The Initial Underlying Level is observed, the
T ra de
Principal
$10 per Security
Downside Threshold is determined and the
Da t e :
Amount:
Maximum Gain is set.


Term2:
Approximately 3 years
Reference
S&P 500® Index (Bloomberg ticker symbol

The Final Underlying Level is observed and the
Asset3:
"SPX<Index>") (the "Underlying")
Underlying Return is determined on the Final
Payment at
· If the Underlying Return is positive ,
Valuation Date.
Maturity (per
the Issuer will pay the principal amount plus

Security):
a return equal to the Underlying Return
I f t he U nde rlying Re t urn is posit ive , the
multiplied by the Upside Gearing, but no
Issuer will pay the principal amount plus a
more than the Maximum Gain. Accordingly,
return equal to the Underlying Return multiplied
the payment at maturity per Security would
by the Upside Gearing, but no more than the
be calculated as follows:
Maximum Gain. Accordingly, the payment at

$10 + ($10 × the lesser of (a) Underlying
maturity per Security would be calculated as
Return × Upside Gearing and (b) the
follows:
Maximum Gain)


· If the Underlying Return is zero or
$10 + ($10 × the lesser of (a) Underlying
ne ga t ive but t he Fina l U nde rlying
Return × Upside Gearing and (b) the Maximum
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Le ve l is gre a t e r t ha n or e qua l t o t he
Gain)
Dow nside T hre shold, the Issuer will

repay the full principal amount at maturity of
I f t he U nde rlying Re t urn is ze ro or
$10 per Security.
ne ga t ive but t he Fina l U nde rlying Le ve l
·
is gre a t e r t ha n or e qua l t o t he
I f t he U nde rlying Re t urn is ne ga t ive
Dow nside T hre shold, the Issuer will repay
a nd t he Fina l U nde rlying Le ve l is
the full principal amount at maturity of $10 per
le ss t ha n t he Dow nside T hre shold,
Security.
the Issuer will repay less than the full

principal amount at maturity, if anything,
M a t urit y
I f t he U nde rlying Re t urn is ne ga t ive
resulting in a percentage loss on your
Da t e :
a nd t he Fina l U nde rlying Le ve l is le ss
investment equal to the decline of the
t ha n t he Dow nside T hre shold, the Issuer
Underlying from the Trade Date to the Final
will repay less than the full principal amount at
Valuation Date. Accordingly, the payment at
maturity, if anything, resulting in a percentage
maturity per Security would be calculated as
loss on your investment equal to the decline of
follows:

the Underlying from the Trade Date to the Final
$10 + ($10 × Underlying Return)
Valuation Date. Accordingly, the payment at

If the Underlying Return is negative and
maturity per Security would be calculated as
the Final Underlying Level is less than
follows:
the Downside Threshold, your principal

is fully exposed to the decline in the
$10 + ($10 × Underlying Return)
Underlying, and you will lose a

significant portion or all of the principal
If the Underlying Return is negative and the
amount of the Securities at maturity. Any
Final Underlying Level is less than the
payment on the Securities, including any
Downside Threshold, your principal is fully
repayment of principal, is subject to the
exposed to the decline in the Underlying,
creditworthiness of Barclays Bank PLC
and you will lose a significant portion or all
and is not guaranteed by any third party.
of the principal amount of the Securities at
Upside
2.0
maturity. Any payment on the Securities,
Gearing:
including any repayment of principal, is
Maximum
29.10%
subject to the creditworthiness of Barclays
Gain:
Bank PLC and is not guaranteed by any
Underlying
Final Underlying Level ­ Initial Underlying Level
third party.
Return:
Initial Underlying Level

Initial
The Closing Level of the Underlying on the
I nve st ing in t he Se c urit ie s involve s signific a nt
Underlying
Trade Date, as specified on the cover of this
risk s. T he I ssue r w ill not pa y a ny int e re st on t he
Level:
pricing supplement
Se c urit ie s. Y ou m a y lose a signific a nt port ion or a ll
Final
The Closing Level of the Underlying on the
of your princ ipa l. T he Fina l U nde rlying Le ve l is
Underlying
Final Valuation Date
obse rve d re la t ive t o t he Dow nside T hre shold only
Level:
on t he Fina l V a lua t ion Da t e , a nd t he c ont inge nt
Downside
A percentage of the Initial Underlying Level, as
re pa ym e nt of princ ipa l a pplie s only if you hold t he
Threshold:
specified on the cover of this pricing supplement
Se c urit ie s t o m a t urit y. Any pa ym e nt on t he
Closing
Closing Level has the meaning set forth under
Se c urit ie s, inc luding a ny re pa ym e nt of princ ipa l, is
Level3:
"Reference Assets--Indices--Special
subje c t t o t he c re dit w ort hine ss of Ba rc la ys Ba nk
Calculation Provisions" in the prospectus
PLC a nd is not gua ra nt e e d by a ny t hird pa rt y. I f
supplement.
Ba rc la ys Ba nk PLC w e re t o de fa ult on it s pa ym e nt
Calculation
Barclays Bank PLC
obliga t ions or be c om e subje c t t o t he e x e rc ise of
Agent:
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.

1
Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to them in the prospectus
supplement.

2
The Final Valuation Date may be postponed if the Final Valuation Date is not a scheduled trading day or if a market disruption
event occurs on the Final Valuation Date as described under "Reference Assets--Indices--Market Disruption Events for
Securities with an Index of Equity Securities as a Reference Asset" in the accompanying prospectus supplement. In addition,
the Maturity Date will be postponed if that day is not a business day or if the Final Valuation Date is postponed as described
under "Terms of the Notes--Payment Dates" in the accompanying prospectus supplement.

3
If the Underlying is discontinued or if the sponsor of the Underlying fails to publish the Underlying, the Calculation Agent may
select a successor index or, if no successor index is available, will calculate the value to be used as the Closing Level of the
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Underlying. In addition, the Calculation Agent will calculate the value to be used as the Closing Level of the Underlying in the
event of certain changes in or modifications to the Underlying. For more information, see "Reference Assets--Indices--
Adjustments Relating to Securities with an Index as a Reference Asset" in the accompanying prospectus supplement.

PS-6


K e y Risk s
An investment in the Securities involves significant risks. Investing in the Securities is not equivalent to investing directly in the
Underlying or the securities composing the Underlying. Some of the risks that apply to an investment in the Securities are
summarized below, but we urge you to read the more detailed explanation of risks relating to the Securities generally in the "Risk
Factors" section of the prospectus supplement. You should not purchase the Securities unless you understand and can bear the
risks of investing in the Securities.

You risk losing a significant portion or all of your principal -- The Securities differ from ordinary debt securities in
that the Issuer will not necessarily pay the full principal amount of the Securities at maturity. The Issuer will repay you the
principal amount of your Securities only if the Final Underlying Level is greater than or equal to the Downside Threshold and
will make such payment only at maturity. If the Final Underlying Level is less than the Downside Threshold, you will be
exposed to the full negative Underlying Return and the Issuer will repay less than the full principal amount of the Securities at
maturity, if anything, resulting in a percentage loss on your investment equal to the decline of the Underlying from the Trade
Date to the Final Valuation Date. Accordingly, you may lose a significant portion or all of your principal.

Contingent repayment of principal applies only if you hold the Securities to maturity -- 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 at that time the level of the Underlying is greater than the
Downside Threshold.

The Upside Gearing applies only if you hold the Securities to maturity -- You should be willing to hold your
Securities to maturity. If you are able to sell your Securities prior to maturity in the secondary market, if any, the price you
receive likely will not reflect the full economic value of the Upside Gearing or the Securities themselves, and the return you
realize may be less than the product of the performance of the Underlying and the Upside Gearing and may be less than the
Underlying's return itself, even if such return is positive and does not exceed the Maximum Gain. You can receive the full
benefit of the Upside Gearing, subject to the Maximum Gain, only if you hold your Securities to maturity.

Your maximum return on the Securities is limited by the Maximum Gain -- If the Final Underlying Level is
greater than the Initial Underlying Level, for each Security, the Issuer will pay you at maturity $10 plus an additional amount
that will not exceed a predetermined percentage of the principal amount, regardless of the appreciation of the Underlying,
which may be significant. We refer to this percentage as the Maximum Gain. Therefore, you will not benefit from any positive
Underlying Return in excess of an amount that, when multiplied by the Upside Gearing, exceeds the Maximum Gain, and your
return on the Securities may be less than the return on a direct investment in the Underlying or its underlying components.

The probability that the Final Underlying Level w ill be less than the Dow nside Threshold w ill depend on
t he vola t ilit y of t he U nde rlying -- Volatility is a measure of the degree of variation in the level of the Underlying over a
period of time. The greater the expected volatility at the time the terms of the Securities are set, the greater the expectation is
at that time that the Final Underlying Level will be less than the Downside Threshold, which would result in a loss of a
significant portion or all of your principal at maturity. However, the Underlying's volatility can change significantly over the term
of the Securities. The level of the Underlying could fall sharply, which could result in a significant loss of principal. You should
be willing to accept the downside market risk of the Underlying and the potential loss of a significant portion or all of your
principal at maturity.

Credit of Issuer -- 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, is subject to 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.

You may lose some or all of your investment if any U.K. Bail-in Pow er is exercised by the relevant U.K.
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re solut ion a ut horit y -- Notwithstanding any other agreements, arrangements or understandings between Barclays Bank
PLC and any holder or beneficial owner of the Securities, by acquiring the Securities, each holder and beneficial owner of the
Securities acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by the
relevant U.K. resolution authority as set forth under "Consent to U.K. Bail-in Power" in this pricing supplement. Accordingly, any
U.K. Bail-in Power may be exercised in such a manner as to result in you and other holders and beneficial owners of the
Securities losing all or a part of the value of your investment in the Securities or receiving a different security from the
Securities, 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 the U.K. Bail-in Power
without providing any advance notice to, or requiring the consent of, the holders and beneficial owners of the Securities. 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 senior debt securities 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. See "Consent to U.K. Bail-in Power" in this pricing
supplement as well as "U.K. Bail-in Power," "Risk Factors--Risks Relating to the Securities Generally--Regulatory action in the
event a bank or investment firm in the Group is failing or likely to fail could materially adversely affect the value of the
securities" and "Risk Factors--Risks Relating to the Securities Generally--Under the terms of the securities, you have agreed
to be bound by the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority" in the accompanying
prospectus supplement.

Ow ning the Securities is not the same as ow ning the securities composing the Underlying -- The return on
your Securities may not reflect the return you would realize if you actually owned the securities composing the Underlying. As a
holder of the Securities, you will not have voting rights or rights to receive dividends or other distributions or other rights that
holders of the securities composing the Underlying would have.

PS-7


The Underlying reflects the price return of the securities composing the Underlying, not the total return
-- The return on the Securities is based on the performance of the Underlying, which reflects changes in the market prices of
the securities composing the Underlying. The Underlying is not a "total return" index that, in addition to reflecting those price
returns, would also reflect dividends paid on the securities composing the Underlying. Accordingly, the return on the Securities
will not include such a total return feature.

Adjustments to the Underlying could adversely affect the value of the Securities -- The sponsor of the
Underlying may add, delete, substitute or adjust the securities composing the Underlying or make other methodological
changes to the Underlying that could affect its performance. The Calculation Agent will calculate the value to be used as the
Closing Level of the Underlying in the event of certain material changes in or modifications to the Underlying. In addition, the
sponsor of the Underlying may also discontinue or suspend calculation or publication of the Underlying at any time. Under
these circumstances, the Calculation Agent may select a successor index that the Calculation Agent determines to be
comparable to the Underlying or, if no successor index is available, the Calculation Agent will determine the value to be used
as the Closing Level of the Underlying. Any of these actions could adversely affect the value of the Underlying and,
consequently, the value of the Securities. See "Reference Assets--Indices--Adjustments Relating to Securities with an Index
as a Reference Asset" in the accompanying prospectus supplement.

No interest payments -- The Issuer will not make periodic interest payments on the Securities.

Dealer incentives -- We, the Agents and affiliates of the Agents act in various capacities with respect to the Securities. The
Agents and various affiliates may act as a principal, agent or dealer in connection with the Securities. Such Agents, including
the sales representatives of UBS Financial Services Inc., will derive compensation from the distribution of the Securities and
such compensation may serve as an incentive to sell these Securities instead of other investments. We will pay compensation
as specified on the cover of this pricing supplement to the Agents in connection with the distribution of the Securities, and such
compensation may be passed on to affiliates of the Agents or other third party distributors.

There may be little or no secondary market for the Securities -- The Securities will 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 Securities
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 allow you to trade or sell the Securities easily. Because
other dealers are not likely to make a secondary market for the Securities, the price at which you may be able to trade your
Securities is likely to depend on the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC are
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willing to buy the Securities. The Securities are not designed to be short-term trading instruments. Accordingly, you should be
able and willing to hold your Securities to maturity.

Potentially inconsistent research, opinions or recommendations by Barclays Capital Inc., UBS Financial
Se rvic e s I nc . or t he ir re spe c t ive a ffilia t e s -- Barclays Capital Inc., UBS Financial Services Inc. or their respective
affiliates and agents may publish research from time to time on financial markets and other matters that may influence the
value of the Securities, or express opinions or provide recommendations that are inconsistent with purchasing or holding the
Securities. Any research, opinions or recommendations expressed by Barclays Capital Inc., UBS Financial Services Inc. or their
respective affiliates or agents may not be consistent with each other and may be modified from time to time without notice. You
should make your own independent investigation of the merits of investing in the Securities and the Underlying.

Potential Barclays Bank PLC impact on the level of the Underlying -- Trading or transactions by Barclays Bank
PLC or its affiliates in the securities composing the Underlying and/or over-the-counter options, futures or other instruments
with returns linked to the performance of the Underlying or the securities composing the Underlying may adversely affect the
level of the Underlying and, therefore, the market value of the Securities.

The Final Underlying Level is not based on the level of the Underlying at any time other than the Final
V a lua t ion Da t e -- The Final Underlying Level will be based solely on the Closing Level of the Underlying on the Final
Valuation Date and the payment at maturity will be based solely on the Final Underlying Level as compared to the Initial
Underlying Level. Therefore, if the level of the Underlying has declined as of the Final Valuation Date, the payment at maturity,
if any, may be significantly less than it would otherwise have been had the Final Underlying Level been determined at a time
prior to such decline or after the level of the Underlying has recovered. Although the level of the Underlying on the Maturity
Date or at other times during the term of your Securities may be higher than the level of the Underlying on the Final Valuation
Date, you will not benefit from the level of the Underlying at any time other than the Final Valuation Date.

Many economic and market factors w ill impact the value of the Securities -- Structured notes, including the
Securities, can be thought of as securities that combine a debt instrument with one or more options or other derivative
instruments. As a result, the factors that influence the values of debt instruments and options or other derivative instruments
will also influence the terms and features of the Securities at issuance and their value in the secondary market. Accordingly, in
addition to the level of the Underlying on any day, the value of the Securities will be affected by a number of economic and
market factors that may either offset or magnify each other, including:

the expected volatility of the Underlying and the securities composing the Underlying;

the time to maturity of the Securities;

the market prices of, and dividend rates on, the securities composing the Underlying;

interest and yield rates in the market generally;

supply and demand for the Securities;

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

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

The estimated value of your Securities is low er than the initial issue price of your Securities -- The
estimated value of your Securities on the Trade Date is lower than the initial issue price of your Securities. The difference
between the initial issue price of your

PS-8


Securities and the estimated value of the Securities 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 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.

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The estimated value of your Securities might be low er if such estimated value w ere based on the levels
a t w hic h our de bt se c urit ie s t ra de in t he se c onda ry m a rk e t -- The estimated value of your Securities on the Trade
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 might be lower if such estimated value were based on the levels at which our benchmark debt securities
trade in the secondary market. Also, this difference in funding rate as well as certain factors, such as sales commissions,
selling concessions, estimated costs and profits mentioned below, reduces the economic terms of the Securities to you.

The estimated value of the Securities is based on our internal pricing models, w hich may prove to be
ina c c ura t e a nd m a y be diffe re nt from t he pric ing m ode ls of ot he r fina nc ia l inst it ut ions -- The estimated
value of your Securities on the Trade 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 Securities may not be
consistent with those of other financial institutions that may be purchasers or sellers of Securities in the secondary market. As
a result, the secondary market price of your Securities may be materially different from the estimated value of the Securities
determined by reference to our internal pricing models.

The estimated value of your Securities is not a prediction of the prices at w hich you may sell your
Se c urit ie s in t he se c onda ry m a rk e t , if a ny, a nd suc h se c onda ry m a rk e t pric e s, if a ny, w ill lik e ly be low e r
t ha n t he init ia l issue pric e of your Se c urit ie s a nd m a y be low e r t ha n t he e st im a t e d va lue of your
Se c urit ie s -- The estimated value of the Securities will not be a prediction of the prices at which Barclays Capital Inc., other
affiliates of ours or third parties may be willing to purchase the Securities from you in secondary market transactions (if they are
willing to purchase, which they are not obligated to do). The price at which you may be able to sell your Securities in the
secondary market at any time will 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 substantially less than our estimated value of the Securities. Further,
as secondary market prices of your Securities 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 Securities such as fees, commissions, discounts, and the
costs of hedging our obligations under the Securities, secondary market prices of your Securities will likely be lower than the
initial issue price of your Securities. As a result, the price at which Barclays Capital Inc., other affiliates of ours or third parties
may be willing to purchase the Securities from you in secondary market transactions, if any, will likely be lower than the price
you paid for your Securities, and any sale prior to the Maturity Date could result in a substantial loss to you.

The temporary price at w hich w e may initially buy the Securities in the secondary market and the value
w e m a y init ia lly use for c ust om e r a c c ount st a t e m e nt s, if w e provide a ny c ust om e r a c c ount st a t e m e nt s
a t a ll, m a y not be indic a t ive of fut ure pric e s of your Se c urit ie s -- 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 Barclays Capital Inc. makes a market in the Securities, which it is not obligated to do) 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 of the Securities on the Trade Date, as well as the secondary market value of the Securities, for a temporary period after
the initial issue date of the Securities. The price at which Barclays Capital Inc. may initially buy or sell the Securities in the
secondary market and the value that we may initially use for customer account statements may not be indicative of future
prices of your Securities. Please see "Additional Information Regarding Our Estimated Value of the Securities" on page PS-3
for further information.

We and our affiliates may engage in various activities or make determinations that could materially
a ffe c t your Se c urit ie s in va rious w a ys a nd c re a t e c onflic t s of int e re st -- We and our affiliates play a variety of
roles in connection with the issuance of the Securities, as described below. In performing these roles, our and our affiliates'
economic interests are potentially adverse to your interests as an investor in the Securities.

In connection with our normal business activities and in connection with hedging our obligations under the Securities, we and
our affiliates make markets in and trade various financial instruments or products for our accounts and for the account of our
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, derivative instruments or assets that may relate to
the Underlying or its components. In any such market making, trading and hedging activity, investment banking and other
financial 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 Securities. We and our affiliates have no obligation to take the needs of any buyer,
seller or holder of the Securities into account in conducting these activities. Such market making, trading and hedging activity,
investment banking and other financial services may negatively impact the value of the Securities.

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