Bond Barclay PLC 0% ( US06747NBL73 ) in USD

Issuer Barclay PLC
Market price 100 %  ▼ 
Country  United Kingdom
ISIN code  US06747NBL73 ( in USD )
Interest rate 0%
Maturity 30/08/2024 - Bond has expired



Prospectus brochure of the bond Barclays PLC US06747NBL73 in USD 0%, expired


Minimal amount 1 000 USD
Total amount 959 000 USD
Cusip 06747NBL7
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.

The Bond issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06747NBL73, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/08/2024

The Bond issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06747NBL73, was rated NR by Moody's credit rating agency.







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424B2 1 a19-17928_36424b2.htm 424B2 - 8 LN44 [BARC-AMERICAS.FID1076829]
Pricing Supplement dated August 27, 2019
Filed Pursuant to Rule 424(b)(2)
(To the Prospectus dated August 1, 2019, the Prospectus Supplement dated August 1, 2019 and the Underlying Supplement dated August 1, 2019)
Registration No. 333­232144

$959,000
Buffered SuperTrack Notes due August 30, 2024
SM
Linked to the Performance of the S&P 500 Index
®
Global Medium-Term Notes, Series A

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

Issuer:
Barclays Bank PLC
Denominations:
Minimum denomination of $1,000, and integral multiples of $1,000 in excess thereof
Initial Valuation Date:
August 27, 2019
Issue Date:
August 30, 2019
Final Valuation Date:*
August 27, 2024
Maturity Date:*
August 30, 2024
Reference Asset:
The S&P 500
® Index (Bloomberg ticker symbol "SPX <Index>")
Payment at Maturity:
If you hold the Notes to maturity, you will receive on the Maturity Date a cash payment per $1,000 principal amount Note that you
hold determined as follows:
§ If the Reference Asset Return is greater than 0.00%, you will receive an amount per $1,000 principal amount Note
calculated as follows:
$1,000 + [$1,000 × Reference Asset Return × Participation Rate]
§ If the Reference Asset Return is less than or equal to 0.00% but greater than or equal to -15.00%, you will receive a
payment of $1,000 per $1,000 principal amount Note
§ If the Reference Asset Return is less than -15.00%, you will receive an amount per $1,000 principal amount Note
calculated as follows:
$1,000 + [$1,000 × (Reference Asset Return + Buffer Percentage)]
If the Reference Asset Return is less than -15.00%, you will lose 1.00% of the principal amount of your Notes for every 1.00%
that the Reference Asset Return falls below -15.00%. You may lose up to 85.00% of the principal amount of your Notes at
maturity.
Any payment on the Notes is not guaranteed by any third party and is subject to (a) the creditworthiness of Barclays Bank PLC
and (b) the risk of exercise of any U.K. Bail-in Power (as described on page PS­2 of this pricing supplement) by the relevant
U.K. resolution authority. If Barclays Bank PLC were to default on its payment obligations or become subject to the exercise of
any U.K. Bail-in Power (or any other resolution measure) by the relevant U.K. resolution authority, you might not receive any
amounts owed to you under the Notes. See "Consent to U.K. Bail-in Power" and "Selected Risk Considerations" in this pricing
supplement and "Risk Factors" in the accompanying prospectus supplement for more information.
Initial Value:
2,869.16, the Closing Value of the Reference Asset on the Initial Valuation Date
Final Value:
The Closing Value of the Reference Asset on the Final Valuation Date
Participation Rate:
1.18
Buffer Percentage:
15.00%
Reference Asset Return:
The performance of the Reference Asset from the Initial Value to the Final Value, calculated as follows:
Final Value ­ Initial Value
Initial Value

Closing Value:
The term "Closing Value" means the closing level of the Reference Asset, as further described under "Reference Assets--Indices--
Special Calculation Provisions" in the prospectus supplement
Consent to U.K. Bail-in Power:
Notwithstanding any other agreements, arrangements or understandings between Barclays Bank PLC and any holder or beneficial
owner of the Notes, by acquiring the Notes, each holder and beneficial owner of the Notes 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. See "Consent to U.K.
Bail-in Power" on page PS­2 of this pricing supplement.

[Terms of the Notes Continue on the Next Page]


Initial Issue Price(1)(2)
Price to Public
Agent's Commission(3)
Proceeds to Barclays Bank PLC (3)
Per Note
$1,000
100%
3.50%
96.50%
Total
$959,000.00
$959,000.00
$32,460.50
$926,539.50

(1) Because dealers who purchase the Notes for sale to certain fee-based advisory accounts may forego some or all selling concessions, fees or commissions, the public
offering price for investors purchasing the Notes in such fee-based advisory accounts may be between $965.00 and $1,000 per Note. Investors that hold their Notes
in fee-based advisory or trust accounts may be charged fees by the investment advisor or manager of such account based on the amount of assets held in those
accounts, including the Notes

(2) Our estimated value of the Notes on the Initial Valuation Date, based on our internal pricing models, is $950.70 per Note. The estimated value is less than the initial
issue price of the Notes. See "Additional Information Regarding Our Estimated Value of the Notes" on page PS­3 of this pricing supplement.

(3) Barclays Capital Inc. will receive commissions from the Issuer of up to $35.50 per $1,000 principal amount. Barclays Capital Inc. will use these commissions to
pay variable selling concessions or fees (including custodial or clearing fees) to other dealers. The per Note agent's commission and proceeds to Issuer shown
above is the minimum amount of proceeds that the Issuer receives per Note, assuming the maximum agent's commission per Note of 3.50%. The total agent's
commission and total proceeds to issuer shown above give effect to the actual amount of the variable agent's commission.
Investing in the Notes involves a number of risks. See "Risk Factors" beginning on page S­7 of the prospectus supplement and "Selected Risk Considerations"
beginning on page PS­6 of this pricing supplement.
We may use this pricing supplement in the initial sale of Notes. In addition, Barclays Capital Inc. or another of our affiliates may use this pricing supplement
in market resale transactions in any Notes after their initial sale. Unless we or our agent informs you otherwise in the confirmation of sale, this pricing
supplement is being used in a market resale transaction.
The Notes will not be listed on any U.S. securities exchange or quotation system. Neither the U.S. Securities and Exchange Commission (the "SEC") nor any
state securities commission has approved or disapproved of these Notes or determined that this pricing supplement is truthful or complete. Any representation
to the contrary is a criminal offense.

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The Notes constitute our unsecured and unsubordinated obligations. The Notes 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.

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Terms of the Notes, Continued
Calculation Agent:
Barclays Bank PLC
CUSIP / ISIN:
06747NBL7 / US06747NBL73

*
Subject to postponement, as described under "Additional Terms of the Notes" in this pricing supplement



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ADDITIONAL DOCUMENTS RELATED TO THE OFFERING OF THE NOTES
You should read this pricing supplement together with the prospectus dated August 1, 2019, as supplemented by the prospectus
supplement dated August 1, 2019 and the underlying supplement dated August 1, 2019, relating to our Global Medium-Term Notes,
Series A, of which these Notes are a part. This pricing supplement, together with the documents listed below, contains the terms of the
Notes 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 and "Selected Risk Considerations" in this pricing supplement, as the Notes 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 Notes.
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 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 1­10257. As used in this pricing supplement, "we," "us," or "our" refers to Barclays Bank PLC.

PS-1
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CONSENT TO U.K. BAIL-IN POWER
Notwithstanding any other agreements, arrangements or understandings between us and any holder or beneficial owner of the Notes,
by acquiring the Notes, each holder and beneficial owner of the Notes 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.
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 Notes; (ii) the
conversion of all, or a portion, of the principal amount of, interest on, or any other amounts payable on, the Notes 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 Notes such shares, securities or obligations); and/or (iii) the amendment or alteration of the maturity of the Notes, or amendment
of the amount of interest or any other amounts due on the Notes, 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 Notes 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 Notes further acknowledges and agrees that the rights of the holders or beneficial owners of the
Notes 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 Notes 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 more information, please see "Selected Risk Considerations--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 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.

PS-2
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ADDITIONAL INFORMATION REGARDING OUR ESTIMATED VALUE OF THE NOTES
Our internal pricing models take into account a number of variables and are based on a number of subjective assumptions, which may
or may not materialize, 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 Initial Valuation Date is based on our internal funding rates. Our estimated value of the Notes may be lower if
such valuation were based on the levels at which our benchmark debt securities trade in the secondary market.
Our estimated value of the Notes on the Initial Valuation Date is less than the initial issue price of the Notes. The difference between
the initial issue price of the Notes and our estimated value of the Notes results from several factors, including any sales commissions to
be paid to Barclays Capital Inc. or another affiliate of ours, any selling concessions, discounts, commissions or fees to be allowed or
paid to non-affiliated intermediaries, the estimated profit that we or any of our affiliates expect to earn in connection with structuring
the Notes, the estimated cost which we may incur in hedging our obligations under the Notes, and estimated development and other
costs which we may incur in connection with the Notes.
Our estimated value on the Initial Valuation Date is not a prediction of the price at which the Notes may trade in the secondary market,
nor will it be the price at which Barclays Capital Inc. may buy or sell the Notes in the secondary market. Subject to normal market and
funding conditions, Barclays Capital Inc. or another affiliate of ours intends to offer to purchase the Notes in the secondary market but
it is not obligated to do so.
Assuming that all relevant factors remain constant after the Initial Valuation Date, the price at which Barclays Capital Inc. may initially
buy or sell the Notes 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 Initial Valuation Date for a temporary period
expected to be approximately six months after the Issue Date because, in our discretion, we may elect to effectively reimburse to
investors a portion of the estimated cost of hedging our obligations under the Notes and other costs in connection with the Notes which
we will no longer expect to incur over the term of the Notes. We made such discretionary election and determined this temporary
reimbursement period on the basis of a number of factors, which may include the tenor of the Notes and/or any agreement we may
have with the distributors of the Notes. The amount of our estimated costs which we effectively reimburse to investors in this way may
not be allocated ratably throughout the reimbursement period, and we may discontinue such reimbursement at any time or revise the
duration of the reimbursement period after the initial Issue Date of the Notes based on changes in market conditions and other factors
that cannot be predicted.
We urge you to read the "Selected Risk Considerations" beginning on page PS­6 of this pricing supplement.

PS-3
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SELECTED PURCHASE CONSIDERATIONS
The Notes are not suitable for all investors. The Notes may be a suitable investment for you if all of the following statements are true:

· You do not seek an investment that produces periodic interest or coupon payments or other sources of current income.

· You can tolerate a loss of up to 85.00% of the principal amount of your Notes.

· You anticipate that the Reference Asset Return will be greater than 0.00%.

· You understand and are willing and able to accept the risks associated with an investment linked to the performance of the
Reference Asset.

· You understand and accept that you will not be entitled to receive dividends or distributions that may be paid to holders of the
securities composing the Reference Asset, nor will you have any voting rights with respect to the securities composing the
Reference Asset.

· You can tolerate fluctuations in the price of the Notes prior to scheduled maturity that may be similar to or exceed the
downside fluctuations in the value of the Reference Asset.

· You do not seek an investment for which there will be an active secondary market, and you are willing and able to hold the
Notes to maturity.

· You are willing and able to assume our credit risk for all payments on the Notes.

· You are willing and able to consent to the exercise of any U.K. Bail-in Power by any relevant U.K. resolution authority.
The Notes may not be a suitable investment for you if any of the following statements are true:

· You seek an investment that produces periodic interest or coupon payments or other sources of current income.

· You seek an investment that provides for the full repayment of principal at maturity, and/or you are unwilling or unable to
accept the risk that you may lose up to 85.00% of the principal amount of your Notes.

· You do not anticipate that the Reference Asset Return will be greater than 0.00%.

· You do not understand and/or are unwilling or unable to accept the risks associated with an investment linked to the
performance of the Reference Asset.

· You seek an investment that entitles you to dividends or distributions on, or voting rights related to, the securities composing
the Reference Asset.

· You cannot tolerate fluctuations in the price of the Notes prior to scheduled maturity that may be similar to or exceed the
downside fluctuations in the value of the Reference Asset.

· You seek an investment for which there will be an active secondary market, and/or you are unwilling or unable to hold the
Notes to maturity.

· You prefer the lower risk, and therefore accept the potentially lower returns, of fixed income investments with comparable
maturities and credit ratings.

· You are unwilling or unable to assume our credit risk for all payments on the Notes.

· You are unwilling or unable to consent to the exercise of any U.K. Bail-in Power by any relevant U.K. resolution authority.
You must rely on your own evaluation of the merits of an investment in the Notes. You should reach a decision whether to invest in
the Notes after carefully considering, with your advisors, the suitability of the Notes in light of your investment objectives and the
specific information set out in this pricing supplement and the documents referenced under "Additional Documents Related to the
Offering of the Notes" in this pricing supplement. Neither the Issuer nor Barclays Capital Inc. makes any recommendation as to the
suitability of the Notes for investment.
ADDITIONAL TERMS OF THE NOTES
The Final Valuation Date and the Maturity Date are subject to postponement in certain circumstances, as described under "Reference
Assets--Indices--Market Disruption Events for Securities with an Index of Equity Securities as a Reference Asset" and "Terms of the
Notes--Payment Dates" in the accompanying prospectus supplement.
In addition, the Reference Asset and the Notes are subject to adjustment by the Calculation Agent under certain circumstances, as
described under "Reference Assets--Indices--Adjustments Relating to Securities with an Index as a Reference Asset" in the
accompanying prospectus supplement.

PS-4
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HYPOTHETICAL EXAMPLES OF AMOUNTS PAYABLE AT MATURITY
The following table illustrates the hypothetical payment at maturity under various circumstances. The "total return" as used in these
examples is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount
Note to $1,000. The examples set forth below are purely hypothetical and are provided for illustrative purposes only and may not be
the actual total returns applicable to a purchaser of the Notes. The numbers appearing in the following table and examples have been
rounded for ease of analysis. The hypothetical examples below do not take into account any tax consequences from investing in the
Notes and make the following key assumption:

§ Hypothetical Initial Value: 100.00*
* The hypothetical Initial Value of 100.00 has been chosen for illustrative purposes only. The actual Initial Value is as set forth on the

cover of this pricing supplement.

Reference Asset
Final Value

Payment at Maturity**
Total Return on Notes
Return
150.00
50.00%
$1,590.00
59.00%
140.00
40.00%
$1,472.00
47.20%
130.00
30.00%
$1,354.00
35.40%
120.00
20.00%
$1,236.00
23.60%
110.00
10.00%
$1,118.00
11.80%
105.00
5.00%
$1,059.00
5.90%
100.00
0.00%
$1,000.00
0.00%
90.00
-10.00%
$1,000.00
0.00%
85.00
-15.00%
$1,000.00
0.00%
80.00
-20.00%
$950.00
-5.00%
70.00
-30.00%
$850.00
-15.00%
60.00
-40.00%
$750.00
-25.00%
50.00
-50.00%
$650.00
-35.00%
40.00
-60.00%
$550.00
-45.00%
30.00
-70.00%
$450.00
-55.00%
20.00
-80.00%
$350.00
-65.00%
10.00
-90.00%
$250.00
-75.00%
0.00
-100.00%
$150.00
-85.00%

** per $1,000 principal amount Note

The following examples illustrate how the total returns set forth in the table above are calculated:
Example 1: The value of the Reference Asset increases from an Initial Value of 100.00 to a Final Value of 110.00.
Because the Reference Asset Return is greater than 0.00%, you will receive a payment at maturity of $1,118.00 per $1,000.00 principal
amount Note that you hold, calculated as follows:

$1,000 + [$1,000 × Reference Asset Return × Participation Rate]
$1,000 + [$1,000 × 10.00% × 1.18] = $1,118.00
The total return on investment of the Notes is 11.80%.
Example 2: The value of the Reference Asset decreases from an Initial Value of 100.00 to a Final Value of 90.00.
Because the Reference Asset Return is less than or equal to 0.00% but greater than or equal to -15.00%, you will receive a payment at
maturity of $1,000 per $1,000 principal amount Note that you hold.
The total return on investment of the Notes is 0.00%.
Example 3: The value of the Reference Asset decreases from an Initial Value of 100.00 to a Final Value of 50.00.
Because the Reference Asset Return is less than -15.00%, you will receive a payment at maturity of $650.00 per $1,000 principal
amount Note that you hold, calculated as follows:

$1,000 + [$1,000 × (Reference Asset Return + Buffer Percentage)]
$1,000 + [$1,000 × (-50.00% + 15.00%)] = $650.00
The total return on investment of the Notes is -35.00%.

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SELECTED RISK CONSIDERATIONS
An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the Reference
Assets or their components. Some of the risks that apply to an investment in the Notes are summarized below, but we urge you to read
the more detailed explanation of risks relating to the Notes generally in the "Risk Factors" section of the prospectus supplement. You
should not purchase the Notes unless you understand and can bear the risks of investing in the Notes.
· Your Investment in the Notes May Result in a Significant Loss--The Notes differ from ordinary debt securities in that the
Issuer will not necessarily repay the full principal amount of the Notes at maturity. If the Reference Asset Return is less than
-15.00%, you will lose 1.00% of the principal amount of your Notes for every 1.00% that the Reference Asset Return falls below
-15.00%. You may lose up to 85.00% of the principal amount of your Notes. Any payment on the Notes, including the repayment
of principal, is subject to the credit risk of Barclays Bank PLC.
· The Payment at Maturity of Your Notes is Based Solely on the Closing Value of the Reference Asset on the Final Valuation
Date--The Final Value (and resulting Reference Asset Return) will be based solely on the Closing Value of the Reference Asset
on the Final Valuation Date. Accordingly, if the value of the Reference Asset drops on the Final Valuation Date, the payment at
maturity on the Notes may be significantly less than it would have been had it been linked to the value of the Reference Asset at
any time prior to such drop.
· Credit of Issuer--The Notes 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 Notes 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 Notes, and in the event Barclays Bank PLC
were to default on its obligations, you may not receive any amounts owed to you under the terms of the Notes.
· 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--Notwithstanding any other agreements, arrangements or understandings between Barclays Bank PLC and any holder
or beneficial owner of the Notes, by acquiring the Notes, each holder and beneficial owner of the Notes 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 Notes losing all or a part of the value of your
investment in the Notes or receiving a different security from the Notes, which may be worth significantly less than the Notes 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 the beneficial owners of the Notes. The exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority
with respect to the Notes 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 Notes. 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.
· Owning the Notes is Not the Same as Owning the Securities Composing the Reference Asset--The return on the Notes may
not reflect the return you would realize if you actually owned the securities composing the Reference Asset. As a holder of the
Notes, you will not receive interest payments, and you will not have voting rights or rights to receive dividends or other
distributions or other rights that holders of the securities underlying the Reference Asset would have.
· The Reference Asset Reflects the Price Return of the Securities Composing the Reference Asset, Not the Total Return--The
return on the Notes is based on the performance of the Reference Assets, which reflect changes in the market prices of the
securities composing the Reference Asset. The Reference Asset is not a "total return" index that, in addition to reflecting those
price returns, would also reflect dividends paid on the securities composing the Reference Asset. Accordingly, the return on the
Notes will not include such a total return feature.
· Adjustments to the Reference Asset Could Adversely Affect the Value of the Notes--The sponsor of the S&P 500 ®Index may
add, delete, substitute or adjust the securities composing the S&P 500
® Index or make other methodological changes to the S&P
500
® Index that could affect its value. The Calculation Agent will calculate the value to be used as the Closing Value of the S&P
500
® Index in the event of certain material changes in or modifications to the S&P 500
® Index. In addition, the sponsor of the S&P
500
® Index may also discontinue or suspend calculation or publication of the S&P 500
® Index at any time. Under these
circumstances, the Calculation Agent may select a successor index that the Calculation Agent determines to be comparable to the
S&P 500
® Index or, if no successor index is available, the Calculation Agent will determine the value to be used as the Closing
Value of the S&P 500
® Index. Any of these actions could adversely affect the value of the S&P 500
® Index and, consequently, the
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value of the Notes. See "Reference Assets--Indices--Adjustments Relating to Securities with an Index as a Reference Asset" in
the accompanying prospectus supplement.

PS-6
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