Obbligazione Barclay PLC 0% ( US06738KTB79 ) in USD

Barclay PLC

100 USD ▲

Regno Unito

US06738KTB79 ( in USD )

30/09/2031

Prospetto opuscolo dell'obbligazione Barclays PLC US06738KTB79 en USD 0%, scadenza 30/09/2031

1 000 USD

1 000 000 USD

06738KTB7

A ( Upper medium grade - Investment-grade )

Barclays PLC è una banca multinazionale britannica che offre una vasta gamma di servizi finanziari a clienti privati, aziende e istituzioni in tutto il mondo.

The Obbligazione issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06738KTB79, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 30/09/2031

The Obbligazione issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06738KTB79, was rated NR by Moody's credit rating agency.

The Obbligazione issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06738KTB79, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

http://www.sec.gov/Archives/edgar/data/312070/000110465911049784/...
424B2 1 a11-23412_63424b2.htm 424B2

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered
Maximum Aggregate Offering Price
Amount of Registration Fee(1)

Global Medium-Term Notes, Series A
$1,000,000
$116.10

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

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Pricing Supplement dated August 31, 2011
Filed Pursuant to Rule 424(b)(2)
(To Prospectus dated August 31, 2010 and
Registration No. 333-169119
the Prospectus Supplement dated May 27, 2011)

US$1,000,000
CALLABLE CMS STEEPENER NOTES DUE SEPTEMBER 30, 2031
Principal Amount:
US$1,000,000
Issuer:
Barclays Bank PLC

Issue Price:
Variable Price Re-Offer
Series:
Global Medium-Term Notes, Series A

Principal Protection Percentage:
If you hold the Notes to maturity, you will Original Issue Date:
September 30, 2011
receive at least 100% of your principal,
subject to the creditworthiness of
Barclays Bank PLC. The Notes are
not, either directly or indirectly, an
obligation of any third party, and any
payment to be made on the Notes,
including any principal protection
provided at maturity, depends on the
ability of Barclays Bank PLC to satisfy
its obligations as they come due.

Original Trade Date:
August 31, 2011
Maturity Date:
September 30, 2031, subject to
Redemption at the Option of the Company
(as set forth below).

CUSIP:
06738KTB7
Denominations:
Minimum denominations of US$1,000 and
in integral multiples of US$1,000 thereafter.

ISIN:
US06738KTB79
Business Day:
x
New York
Business Day Convention: x
Following

x
London
o
Modified Fol owing

o
Euro
o
Preceding

o
Other ([ ])

o
Adjusted or x Unadjusted

Interest Rate Type (see Interest Rate Formula below):
Day Count Convention (or Fraction):
o
Fixed Rate
o Actual/360
o NL/365

o
Regular Floating Rate
x 30/360
o 30/365

o
Inverse Floating Rate (see page S-41 of the prospectus supplement for a
o
Actual/Actual
o Actual/366

description of inverse floating rate Notes)
o
Actual/365
o Actual/252 or Business Days/252

x Other (see description in this pricing supplement)

Reference Asset/Reference Rate:
Maximum Interest Rate:
10.00% per annum

CMS Spread:
CMS Rate with a maturity of 30 years minus CMS Rate
Minimum Interest Rate:
0.00% per annum

with a maturity of 2 years minus the Fixed Percentage
Amount

Fixed Percentage Amount:
0.50%
Initial Interest Rate:
11.00% per annum

Interest Rate Formula:
For each Interest Period commencing on or after the Original Issue Date to but excluding September 30, 2012: the
Initial Interest Rate
For each Interest Period commencing on or after September 30, 2012, the interest rate per annum wil be equal to
the product of (1) the Multiplier and (2) the Reference Rate, subject to the Minimum Interest Rate and the Maximum
Interest Rate.

Multiplier:
For Interest Periods

commencing on or after:
Multiplier

September 30, 2012

4.00

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

payable in arrears on the 30 of
th
each March and September, commencing on March 30, 2012 and ending on the
Maturity Date or the Early Redemption Date, if applicable.

Interest Period:
The first Interest Period wil begin on, and include, the Original Issue Date and end on, but exclude, the first Interest
Payment Date. Each subsequent Interest Period wil begin on, and include, the Interest Payment Date for the
preceding Interest Period and end on, but exclude, the next following Interest Payment Date. The final Interest
Period wil end on, but exclude, the Maturity Date (or the Early Redemption Date, if applicable).
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Interest Reset Dates:
For each Interest Period commencing on or after September 30, 2012, the first day of such Interest Period

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

Redemption at the Option of the
We may redeem your Notes, in whole or in part, at the Redemption Price set forth below, on any Interest Payment
Company:
Date commencing on September 30, 2012, provided we give at least five business days' prior written notice to the
trustee. If we exercise our redemption option, the Interest Payment Date on which we so exercise wil be referred to
as the "Early Redemption Date".

Redemption Price:
If we exercise our redemption option, you wil receive on the Early Redemption Date 100% of the principal amount,
together with any accrued and unpaid interest to but excluding the Early Redemption Date

Settlement:
DTC; Book-entry; Transferable.

Listing:
The Notes wil not be listed on any U.S. securities exchange or quotation system.

Calculation Agent:
Barclays Bank PLC

Barclays Capital Inc. has agreed to purchase the Notes from us at 100% of the principal amount minus a commission equal to $50 per $1,000
principal amount, or 5.00%, resulting in aggregate proceeds to Barclays Bank PLC of $950,000. Barclays Capital Inc. proposes to offer the
Notes from time to time for sale in negotiated transactions, or otherwise, at varying prices to be determined at the time of each sale. Barclays
Capital Inc. may also use all or a portion of its commissions on the Notes to pay selling concessions or fees to other dealers.

The Notes wil not be listed on any U.S. securities exchange or quotation system. Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined that this pricing supplement is truthful or complete. Any representation to the
contrary is a criminal offense.

We may use this pricing supplement in the initial sale of Notes. In addition, Barclays Capital Inc. or another of our affiliates may use this pricing supplement
in market resale transactions in any Notes after their initial sale. Unless we or our agent informs you otherwise in the confirmation of sale, this pricing
supplement is being used in a market resale transaction.

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The Notes constitute our direct, unconditional, unsecured and unsubordinated obligations and are not deposit
liabilities of Barclays Bank PLC and are not insured by the U.S. Federal Deposit Insurance Corporation or any
other governmental agency of the United States, the United Kingdom or any other jurisdiction.

Investing in the Notes involves a number of risks. See "Risk Factors" beginning on page S-6 of the prospectus
supplement and "Selected Risk Factors" below. We urge you to consult your investment, legal, tax, accounting
and other advisers and to invest in the Notes only after you and your advisors have carefully considered the
suitability of an investment in the Notes in light of your particular circumstances.

Barclays Bank PLC has filed a registration statement (including a prospectus) with the SEC for the offering to
which this pricing supplement relates. Before you invest, you should read the prospectus dated August 31,
2010, the prospectus supplement dated May 27, 2011, and other documents Barclays Bank PLC has filed with
the SEC for more complete information about Barclays Bank PLC and this offering. Buyers should rely upon
this pricing supplement, the prospectus, the prospectus supplement, and any relevant free writing prospectus
for complete details. You may get these documents and other documents Barclays Bank PLC has filed for free
by visiting EDGAR on the SEC website at www.sec.gov, and you may also access the prospectus and
prospectus supplement through the links below:

·
Prospectus dated August 31, 2010:

http://www.sec.gov/Archives/edgar/data/312070/000119312510201448/df3asr.htm

·
Prospectus Supplement dated May 27, 2011:

http://www.sec.gov/Archives/edgar/data/312070/000119312511152766/d424b3.htm

Our Central Index Key, or CIK, on the SEC website is 0000312070.

Alternatively, Barclays Capital Inc. or any agent or dealer participating in this offering will arrange to send you
this pricing supplement, the prospectus, the prospectus supplement and any relevant free writing prospectus if
you request it by calling your Barclays Capital Inc. sales representative, such dealer or 1-888-227-2275
(Extension 2-3430). A copy of the prospectus may be obtained from Barclays Capital Inc., 745 Seventh Avenue
--Attn: US InvSol Support, New York, NY 10019.

You may revoke your offer to purchase the Notes at any time prior to the time at which we accept such offer by notifying
the applicable agent. We reserve the right to change the terms of, or reject any offer to purchase the Notes prior to their
issuance. In the event of any changes to the terms of the Notes, we will notify you and you will be asked to accept such
changes in connection with your purchase. You may also choose to reject such changes in which case we may reject your
offer to purchase.

As used in this term sheet, the "Company," "we," "us," or "our" refers to Barclays Bank PLC.

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SELECTED RISK FACTORS
An investment in the Notes involves significant risks not associated with an investment in conventional floating
rate or fixed rate medium term notes. You should read the risks summarized below in connection with, and the
risks summarized below are qualified by reference to, the risks described in more detail in the "Risk Factors"
section beginning on page S-6 of the prospectus supplement. We urge you to consult your investment, legal,
tax, accounting and other advisers and to invest in the Notes only after you and your advisors have carefully
considered the suitability of an investment in the Notes in light of your particular circumstances.

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

directly linked to the relevant CMS Rates or the Reference Rate. Instead, the amount of interest payable on the
Notes (after the initial Interest Periods for which the Initial Interest Rate is payable) is determined by multiplying
the (a) Multiplier by (b) the difference between the CMS Rates of the two maturities identified on the cover
page hereof minus the Fixed Percentage Amount (the Reference Rate, or "CMS Spread"), as determined on the
Interest Determination Date applicable to the relevant Interest Period, subject to the Minimum Interest Rate and
the Maximum Interest Rate. Accordingly, the amount of interest payable on the Notes for such Interest Periods is
dependent on whether, and the extent to which, the CMS Spread is greater than zero on the Interest
Determination Date. As the Minimum Interest Rate on the Notes is equal to 0%, if the CMS Spread on any
Interest Determination Date is equal to or less than zero, you would receive no interest payment on the related
Interest Payment Date. If the CMS Spread is equal to or less than zero on every Interest Determination Date
throughout the term of the Notes, then you would receive no interest payments on your Notes throughout their
term (other than with respect to the initial Interest Periods for which the Initial Interest Rate is payable).
Moreover, interest payments on the Notes (after the initial Interest Periods for which the Initial Interest Rate is
payable) will be subject to the Maximum Interest Rate of 10.00% per annum. As a result you will not benefit in
any increase in the CMS Spread that results in a per annum interest rate (when such CMS Spread is multiplied by
the Multiplier) that is greater than the Maximum Interest Rate, and the yield on such Notes may be less than the
yield on a similar security based on the Reference Rate that is not subject to the Maximum Interest Rate.

·
Issuer Credit Risk-- The Notes are our unsecured debt obligations, and are not, either directly or indirectly, an

obligation of any third party. Any payment to be made on the Notes, including any principal protection provided at
maturity, depends on our ability to satisfy our obligations as they come due. As a result, the actual and perceived
creditworthiness of Barclays Bank PLC may affect the market value of the Notes and, in the event we were to
default on our obligations, you may not receive the principal protection or any other amounts owed to you under
the terms of the Notes.

·
Certain Built-In Costs Are Likely to Adversely Affect the Value of the Notes Prior to Maturity--Although

you will not receive less than the principal amount of the Notes if you hold the Notes to maturity (subject to Issuer
credit risk), the Original Issue Price of the Notes includes the Agent's commission and the cost of hedging our
obligations under the Notes through one or more of our affiliates. As a result, assuming no change in market
conditions or any other relevant factor, the price, if any, at which Barclays Capital Inc. and other affiliates of
Barclays Bank PLC will be willing to purchase Notes from you in secondary market transactions will likely be
lower than the Original Issue Price, and any sale prior to the Maturity Date could result in a substantial loss to
you.

·
Lack of Liquidity--The Notes wil not be listed on any securities exchange. Barclays Capital Inc. and other

affiliates of Barclays Bank PLC intend to make a secondary market for the Notes but are not required to do so,
and may discontinue any such secondary market making at any time, without notice. Even if there is a secondary
market, it may not provide enough liquidity to allow you to trade or sel the Notes easily. Because other dealers
are not likely to make a secondary market for the Notes, the price at which you may be able to trade your Notes
is likely to depend on the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC are
willing to buy the Notes. The Notes are not designed to be short-term trading instruments. Accordingly, you
should be able and willing to hold your Notes to maturity.

·
Potential Conflicts--We and our affiliates play a variety of roles in connection with the issuance of the Notes,

including acting as calculation agent and hedging our obligations under the Notes. In performing these duties, the
economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as
an investor in the Notes.
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In addition, Barclays Wealth, the wealth management division of Barclays Capital Inc., may arrange for the sale of
the Notes to certain of its clients. In doing so, Barclays Wealth will be acting as agent for Barclays Bank PLC and
may receive compensation from Barclays Bank PLC in the form of discounts and commissions. The role of
Barclays Wealth as a provider of certain services to such customers and as agent for Barclays Bank PLC in
connection with the distribution of the Notes to investors may create a potential conflict of interest, which may be
adverse to such clients. Barclays Wealth is not acting as your agent or investment adviser, and is not
representing you in any capacity with respect to any purchase of Notes by you. Barclays Wealth is acting solely
as agent for Barclays Bank PLC. If you are considering whether to invest in the Notes through Barclays Wealth,
we strongly urge you to seek independent financial and investment advice to assess the merits of such
investment.

·
Many Economic and Market Factors Will Impact the Value of the Notes--In addition to the level of the

Reference Rate on any day, the value of the Notes wil be affected by a number of economic and market factors
that may either offset or magnify each other, including:

o
the expected volatility of the Reference Rate;

o
the time to maturity of the Notes;

o
interest and yield rates in the market general y;

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

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

PS-1
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HYPOTHETICAL INTEREST RATE AND INTEREST PAYMENT CALCULATIONS

As described above, the Notes will pay interest on each Interest Payment Date at a per annum interest rate calculated in
accordance with the Interest Rate Formula. The fol owing illustrates the process by which the interest rate and interest
payment amount are determined for the Interest Periods fol owing the initial Interest Periods for which the Initial Interest
Rate is payable.

For purposes of these examples, we assume that the Notes are not being redeemed on the applicable Interest Payment
Date pursuant to the Redemption at the Option of the Company provisions above. If we exercise our redemption option,
you will receive on the Early Redemption Date the Early Redemption Price applicable to that Early Redemption Date,
calculated as described above.

Interest Rate Calculation

Step 1: Calculate the Reference Rate.

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

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

For each Interest Period, the per annum interest rate is determined by multiplying the Multiplier by the Reference Rate,
determined on the Interest Determination Date applicable to the relevant Interest Period as described above, subject to
the Minimum Interest Rate and the Maximum Interest Rate. Although the product of the Multiplier and the Reference Rate
could be a negative number (as described above), with the Minimum Interest Rate equal to 0.00%, if the Reference Rate
on any Interest Determination Date is equal to or less than zero, you would receive no interest payment on the related
Interest Payment Date. See "Selected Risk Factors-- Reference Rate / Interest Payment Risk". The per annum interest
rate will also be limited to the Maximum Interest Rate of 10.00% per annum.

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

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

PS-2
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Example Interest Rate and Interest Payment Calculations

The following examples illustrate how the per annum interest rate and interest payment amounts would be calculated for a
given Interest Period (after the initial Interest Periods for which the Initial Interest Rate is payable) under scenarios for the
relevant CMS Rates and the Reference Rate. As set forth on the cover of this pricing supplement, the applicable CMS
Spread for the Notes is the difference of the 30 Year CMS Rate minus the 2 Year CMS Rate minus the Fixed Percentage
Amount of 0.50%, the Multiplier is 4.00, the Minimum Interest Rate is 0.00% per annum and the Maximum Interest Rate is
10.00% per annum. The Notes have semi-annual Interest Payment Dates, and interest payments will be calculated using
a 30/360 day count basis (such that the applicable day count fraction for the semi-annual interest payment for the Interest
Period will be 180/360).

The values of the 30 year CMS Rate and the 2 year CMS Rate set forth in the table below have been chosen arbitrarily
for the purpose of these examples, and should not be taken as indicative of the future performance of the relevant CMS
Rates or the Reference Rate. Numbers in the table below have been rounded for ease of analysis. These values and
assumptions have been chosen arbitrarily for the purpose of these examples, and should not be taken as indicative of the
future performance of the relevant CMS Rates or the Reference Rate. These examples do not take into account any tax
consequences from investing in the Notes.

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

3.00%
4.20%
1.70%
0.00%3
0.00%
$0.00

5.00%
5.00%
0.50%
0.00%
0.00%
$0.00

5.00%
4.50%
0.00%
0.00%
0.00%
$0.00

6.00%
5.30%
0.20%
0.80%
0.40%
$4.00

8.00%
5.10%
2.40%
9.60%
4.80%
$48.00

9.00%
5.70%
2.80%
10.00%4
5.00%
$50.00

1.
For the Interest Period, the value of the Reference Rate is equal to the CMS Spread (the 30 Year CMS Rate minus the 2 Year CMS Rate minus the

Fixed Percentage Amount of 0.50%)), as determined on the related Interest Determination Date.
2.
The interest rate per annum is equal to the product of the Multiplier (4) to that Interest Period and the Reference Rate for that Interest Period, subject to

the Minimum Interest Rate (0.00% per annum) and the Maximum Interest Rate (10.00% per annum).
3.
The interest rate per annum for any Interest Period (other than the initial Interest Periods where the Initial Interest Rate is payable) shall not be less

than 0.00% per annum, the Minimum Interest Rate.
4.
The interest rate per annum for any Interest Period (other than the initial Interest Periods where the Initial Interest Rate is payable) shal not be greater

than 10.00% per annum, the Maximum Interest Rate.
5.
The effective interest rate for any Interest Period equals the applicable interest rate per annum multiplied by the day count fraction (180/360).

6.
The interest payment amount for an Interest Payment Date equals the principal amount times the effective interest rate for the related Interest Period.

Example 1: If on the Interest Determination Date for the relevant Interest Period the value of the 30 Year CMS Rate is
6.00% and the 2 Year CMS Rate is 5.30%, the Reference Rate for the Interest Period would be 0.20% (equal to the 30
Year CMS Rate minus the 2 Year CMS Rate minus the Fixed Percentage Amount of 0.50%). In this case, the per annum
interest rate for that Interest Period would be 0.80% (equal to the Reference Rate times the Multiplier of 4), and you
would receive an interest payment of $4.00 per $1,000 principal amount of Notes on the related Interest Payment Date,
calculated as follows:

Effective Interest Rate = 0.80% x (180/360) = 0.40%
Interest Payment = $1,000 x 0.40% = $4.00

Example 2: If on the Interest Determination Date for the relevant Interest Period the value of the 30 Year CMS Rate is
3.00% and the 2 Year CMS Rate is 4.20%, the Reference Rate for the Interest Period would be 1.70% (equal to the 30
Year CMS Rate minus the 2 Year CMS Rate minus the Fixed Percentage Amount of 0.50%). Because the value of the
Reference Rate times the Multiplier of 4 results in a per annum interest rate of 6.80%, which is less that Minimum
Interest Rate of 0.00% per annum, the per annum interest rate for that Interest Period would be 0.00% (the Minimum
Interest Rate), and you would receive no interest payment on the related Interest Payment Date (the interest payment
would be $0).

PS-3
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Example 3: If on the Interest Determination Date for the relevant Interest Period the value of the 30 Year CMS Rate is
9.00% and the 2 Year CMS Rate is 5.70%, the Reference Rate for the Interest Period would be 2.80% (equal to the 30
Year CMS Rate minus the 2 Year CMS Rate minus the Fixed Percentage Amount of 0.50%). Because the value of the
Reference Rate times the Multiplier of 4 results in a per annum interest rate of 11.20%, which is greater than the
Maximum Interest Rate of 10.00% per annum, the per annum interest rate for that Interest Period would be equal to the
Maximum Interest Rate of 10.00%, and you would receive an interest payment of $50.00 per $1,000 principal amount of
Notes on the related Interest Payment Date, calculated as fol ows:

Effective Interest Rate = 10.00% x (180/360) = 5.00%
Interest Payment = $1,000 x 5.00% = $50.00

UNITED STATES FEDERAL INCOME TAX TREATMENT

The fol owing discussion (in conjunction with the discussion in the prospectus supplement) summarizes certain of the
material U.S. federal income tax consequences of the purchase, beneficial ownership, and disposition of Notes. This
summary supplements the section "Certain U.S. Federal Income Tax Considerations" in the prospectus supplement and
supersedes it to the extent inconsistent therewith.

Based on forward rates for the applicable CMS Rates as of the date of this pricing supplement, we intend to treat the
Notes as contingent payment debt instruments subject to taxation as described under the heading "Certain U.S. Federal
Income Tax Considerations--U.S. Federal Income Tax Treatment of the Notes as Indebtedness for U.S. Federal Income
Tax Purposes--Contingent Payment Debt Instruments" in the prospectus supplement. As a result, you may be required to
include original issue discount ("OID") in income with respect to your Notes in excess of any cash payments made on the
Notes during one or more taxable years. We intend to treat any excess of the non-contingent payments on the Notes
(i.e., the initial 11.00% interest rate) in an accrual period over the product of the comparable yield of the Notes and their
adjusted issue price as a nontaxable return of principal which, in turn, wil reduce the "adjusted issue price" of the Notes.
Additionally, any gain recognized on a sale, upon maturity, or on any other disposition of the Notes will be treated as
ordinary income. Pursuant to the terms of the Notes, you agree to treat the Notes consistent with our treatment for al
U.S. federal income tax purposes.

You may obtain the comparable yield and the projected payment schedule of the Notes by requesting them from Director
Structuring, Investor Solutions Americas, at (212) 412-1101. The comparable yield and the projected payment schedule
are neither predictions nor guarantees of the actual yield on the Notes.

Because there are no statutory provisions, regulations, published rulings or judicial decisions addressing the
characterization for U.S. federal income tax purposes of securities with terms that are substantial y the same as those of
the Notes, other characterizations and treatments are possible. As a result, the timing and character of income in respect
of the Notes might differ from the treatment described above.

Because Barclays Capital Inc. proposes to offer the Notes at varying prices, the "issue price" of the Notes for federal
income tax purposes may differ from the amount you pay for the Notes. You may obtain the issue price of each Note by
contacting Director Structuring, Investor Solutions Americas at (212) 412-1101. If you purchase the Notes for an
amount that differs from their issue price, you may be subject to special tax rules as described in "Certain U.S. Federal
Income Tax Considerations--U.S. Federal Income Tax Treatment of the Notes as Indebtedness for U.S. Federal Income
Tax Purposes--Contingent Payment Debt Instruments" in the accompanying prospectus supplement (in particular, the
rules that apply when a U.S. holder purchases a contingent payment debt instrument for an amount that differs from the
adjusted issue price of that contingent payment debt instrument at the time of the purchase). You should consult your own
tax advisor regarding these rules.

If the applicable CMS Rates on the Original Issue Date are different than the forward rates as of the date of this pricing
supplement indicate, we may treat the Notes as variable rate debt instruments subject to taxation as described under the
heading "Certain U.S. Federal Income Tax Considerations--U.S. Federal Income Tax Treatment of the Notes as
Indebtedness for U.S. Federal Income Tax Purposes--Variable Rate Debt Instruments" in the prospectus supplement
(including the OID provisions described thereunder). You may contact Director -- Structuring, Investor Solutions
Americas, at (212) 412-1101, on or after the Original Issue Date, to determine whether we in fact will treat the Notes as
variable rate debt instruments.

PS-4
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