Obligation Barclay PLC 3.5% ( US06741VH210 ) en USD

Barclay PLC

100 % ⇌

Royaume-Uni

US06741VH210 ( en USD )

3.5% par an ( paiement semestriel )

30/01/2032

Prospectus brochure de l'obligation Barclays PLC US06741VH210 en USD 3.5%, échéance 30/01/2032

1 000 USD

06741VH21

N/A

30/07/2025 ( Dans 67 jours )

Barclays PLC est une banque multinationale britannique offrant une large gamme de services financiers, notamment la banque de détail, la gestion de patrimoine, la banque d'investissement et les cartes de crédit, opérant dans de nombreux pays à travers le monde.

L'Obligation émise par Barclay PLC ( Royaume-Uni ) , en USD, avec le code ISIN US06741VH210, paye un coupon de 3.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/01/2032

424B2 1 a17-1262_73424b2.htm 424B2 - 20170130 15Y STEP UP [BARC-AMERICAS.FID848827]

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
$7,803,000
$904.37

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

Pricing Supplement dated January 25, 2017
Filed Pursuant to Rule 424(b)(2)
(To Prospectus dated July 18, 2016
Registration No. 333-212571
and the Prospectus Supplement dated July 18, 2016)

U S$ 7 ,8 0 3 ,0 0 0

ST EP-U P FI X ED RAT E CALLABLE N OT ES DU E J AN U ARY 3 0 , 2 0 3 2

Princ ipa l Am ount :
US$7,803,000
I ssue r:
Barclays Bank PLC

I ssue Pric e :
100.00%
Se rie s:
Global Medium-Term Notes, Series A

Pa ym e nt a t M a t urit y:
If you hold the Notes to maturity, you will receive 100% of your principal, subject to the creditworthiness of Barclays
Bank PLC and the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority.
Any payment on the Notes is not guaranteed by any third party and is subject to both the creditworthiness of
the Issuer and to the exercise of any U.K. Bail-in Power 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 Factors" in this
pricing supplement and "Risk Factors" in the accompanying prospectus supplement for more information.

Origina l T ra de Da t e :
January 25, 2017
M a t urit y Da t e :
January 30, 2032, subject to Redemption
at the Option of the Issuer (as set forth
below).

Origina l I ssue Da t e :
January 30, 2017
De nom ina t ions:
Minimum denominations of US$1,000 and

integral multiples of US$1,000 thereafter.
CU SI P/I SI N :
06741VH21 / US06741VH210

I nt e re st Ra t e T ype :
Fixed Rate

I nt e re st Ra t e :
· For each Interest Period commencing on the Original Issue Date, to but excluding January 30, 2020, the interest
rate per annum will be equal to: 3.50%
· For each Interest Period commencing on January 30, 2020, to but excluding January 30, 2024, the interest rate
per annum will be equal to: 3.75%
· For each Interest Period commencing on January 30, 2024, to but excluding January 30, 2029, the interest rate
per annum will be equal to: 4.25%
· For each Interest Period commencing on January 30, 2029, to but excluding the Maturity Date, the interest rate per
annum will be equal to: 5.00%

Conse nt t o U .K . Ba il -in
Notwithstanding any other agreements, arrangements or understandings between Barclays Bank PLC and any holder of
Pow e r
the Notes, by acquiring the Notes, each holder 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 PS-3 of this pricing supplement.

[Terms of Note continue on the following page]

Pric e t o Public (1)
Age nt 's Com m ission (1)
Proc e e ds t o Ba rc la ys Ba nk PLC

Pe r N ot e
100.00%
1.75%
98.25%
T ot a l
$7,803,000
$136,552.50
$7,666,447.50

(1 ) Ba rc la ys Ca pit a l I nc . w ill re c e ive c om m issions from t he I ssue r e qua l t o 1 .7 5 % of t he princ ipa l a m ount of t he not e s, or
$ 1 7 .5 0 pe r $ 1 ,0 0 0 princ ipa l a m ount , a nd m a y re t a in a ll or a port ion of t he se c om m issions or use a ll or a port ion of t he se
c om m issions t o pa y se lling c onc e ssions or fe e s t o ot he r de a le rs.

I nve st ing in t he N ot e s involve s a num be r of risk s. Se e "Risk Fa c t ors" be ginning on pa ge S-7 of t he prospe c t us supple m e nt
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a nd "Se le c t e d Risk Fa c t ors" be ginning on pa ge PS-4 of t his pric ing supple m e nt .

We m a y use t his pric ing supple m e nt in t he init ia l sa le of N ot e s. I n a ddit ion, Ba rc la ys Ca pit a l I nc . or a not 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 N ot e 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.

T he N ot e s w ill not be list e d on a ny U .S. se c urit ie s e x c ha nge or quot a t ion syst e m . N e it he r t he Se c urit ie s a nd Ex c ha nge
Com m ission 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 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 .

T he N ot e s c onst it ut e our dire c t , unc ondit iona l, unse c ure d a nd unsubordina t e d obliga t ions a nd a re not de posit lia bilit ie s of
e it he r Ba rc la ys PLC or Ba rc la ys Ba nk PLC a nd a re not c ove re d by t he U .K . Fina nc ia l Se rvic e s Com pe nsa t ion Sc he m e or
insure d or gua ra nt e e d by t he U .S. Fe de ra l De posit I nsura nc e Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y of t he U nit e d
St a t e s, t he U nit e d K ingdom or a ny ot he r jurisdic t ion.

I nt e re st Pa ym e nt Da t e s:
Payable semi-annually in arrears on the 30th day of each July and January, commencing on July 30, 2017 and ending
on the Maturity Date or the Early Redemption Date, if applicable.

I nt e re st Pe riod:
The initial Interest Period will begin on, and include, the Original Issue Date and end on, but exclude, the first Interest
Payment Date. Each subsequent Interest Period will begin on, and include, the Interest Payment Date for the
immediately preceding Interest Period and end on, but exclude, the next following Interest Payment Date. The final
Interest Period will end on, but exclude, the Maturity Date (or the Early Redemption Date, if applicable).

Re de m pt ion a t t he
We may redeem your Notes, in whole or in part, at the Redemption Price set forth below, on any Interest Payment Date
Opt ion of t he I ssue r:
commencing on January 30, 2018, 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 will be referred to as the "Early
Redemption Date".

Re de m pt ion Pric e :
If we exercise our redemption option, you will 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.

Busine ss Da y
Following, unadjusted; 30/360
Conve nt ion/Da y Count
Fra c t ion:

Busine ss Da y:
A Monday, Tuesday, Wednesday, Thursday or Friday that is neither a day on which banking institutions in New York
City generally are authorized or obligated by law, regulation, or executive order to be closed.

Se t t le m e nt :
DTC; Book-entry; Transferable.

List ing:
The Notes will not be listed on any U.S. securities exchange or quotation system.

Age nt :
Barclays Capital Inc.

Y ou should re a d t his pric ing supple m e nt t oge t he r w it h t he prospe c t us da t e d J uly 1 8 , 2 0 1 6 , a s supple m e nt e d by t he
prospe c t us supple m e nt da t e d J uly 1 8 , 2 0 1 6 re la t ing t o our Globa l M e dium -T e rm N ot e s, Se rie s A, of w hic h t he se
N ot e s a re a pa rt . T his pric ing supple m e nt , t oge t he r w it h t he doc um e nt s list e d be low , c ont a ins t he t e rm s of t he
N ot e s a nd supe rse de s a ll prior or c ont e m pora ne ous ora l st a t e m e nt s a s w e ll a s a ny ot he r w rit t e n m a t e ria ls
inc luding pre lim ina ry or indic a t ive pric ing t e rm s, c orre sponde nc e , t ra de ide a s, st ruc t ure s for im ple m e nt a t ion,
sa m ple st ruc t ure s, broc hure s or ot he r e duc a t iona l m a t e ria ls of ours. Y ou should c a re fully c onside r, a m ong ot he r
t hings, t he m a t t e rs se t fort h unde r "Risk Fa c t ors" in t he prospe c t us supple m e nt a nd t he prospe c t us a dde ndum , a s
t he N ot e s involve risk s not a ssoc ia t e d w it h c onve nt iona l de bt se c urit ie s. We urge you t o c onsult your inve st m e nt ,
le ga l, t a x , a c c ount ing a nd ot he r a dvisors be fore you inve st in t he N ot e s.

·
Y ou m a y a c c e ss t he se doc um e nt s on t he SEC w e bsit e a t w w w .se c .gov a s follow s (or if suc h a ddre ss ha s

c ha nge d, by re vie w ing our filings for t he re le va nt da t e on t he SEC w e bsit e ):

·
Prospe c t us da t e d J uly 1 8 , 2 0 1 6 :

https://www.sec.gov/Archives/edgar/data/312070/000119312516650074/d219304df3asr.htm

·
Prospe c t us Supple m e nt da t e d J uly 1 8 , 2 0 1 6 :

https://www.sec.gov/Archives/edgar/data/312070/000110465916132999/a16-14463_21424b3.htm

Our SEC file num be r is 1 -1 0 2 5 7 a nd our Ce nt ra l I nde x K e y, or CI K , on t he SEC w e bsit e is 0 0 0 0 3 1 2 0 7 0 . As use d in
t his t e rm she e t , t he "Com pa ny," "w e ," "us," or "our" re fe rs t o Ba rc la ys Ba nk PLC.

PS-2
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CON SEN T T O U .K . BAI L-I N POWER

Notwithstanding any other agreements, arrangements or understandings between us and any holder of the Notes, by acquiring the
Notes, each holder 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 the 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 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 of the Notes further acknowledges and agrees that the rights of the holders 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 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 "Se le c t e d Risk Fa c t ors--Y ou M a y Lose Som e or All of Y our I nve st m e nt I f
Any U .K . Ba il-in Pow e r I s Ex e rc ise d by t he Re le va nt U .K . Re solut ion Aut horit y" 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-3

SELECT ED RI SK FACT ORS

An inve st m e nt in t he N ot e s involve s signific a nt risk s. Y ou should re a d t he risk s sum m a rize d be low in
c onne c t ion w it h, a nd t he risk s sum m a rize d be low a re qua lifie d by re fe re nc e t o, t he risk s de sc ribe d in m ore
de t a il in t he "Risk Fa c t ors" se c t ion be ginning on pa ge S -7 of t he prospe c t us supple m e nt . We urge you t o
c onsult your inve st m e nt , le ga l, t a x , a c c ount ing a nd ot he r a dvise rs a nd t o inve st in t he N ot e s only a ft e r you
a nd your 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 N ot e s in light of your
pa rt ic ula r c irc um st a nc e s.

· 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 payment due 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 payment due at maturity or any other 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 Pow er Is Exercised by the Relevant
U .K . Re solut ion Aut horit y--Notwithstanding any other agreements, arrangements or understandings between Barclays
Bank PLC and any holder of the Notes, by acquiring the Notes, each holder 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
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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 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 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 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.

· Certain Built -In Costs Are Likely to Adversely Affect the Value of the Notes Prior to Maturity--While
the payment at maturity described in this pricing supplement is based on the full principal amount of your Notes, the
original issue price of the Notes includes the agent's commission and the cost of hedging our obligations under the Notes
through one or more of our affiliates. As a result, the price, if any, at which Barclays Capital Inc. and other affiliates of
Barclays Bank PLC may be willing to purchase Notes from you in secondary market transactions will likely be lower than
the price you paid for your Notes, and any sale prior to the Maturity Date could result in a substantial loss to you.

· Suitability of the Notes for Investment --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, the prospectus supplement and the prospectus. Neither the Issuer nor
Barclays Capital Inc. makes any recommendation as to the suitability of the Notes for investment.

· We and Our Affiliates May Engage in Various Activities or Make Determinations That Could Materially
Affe c t Y our N ot e s in V a rious Wa ys a nd Cre a t e Conflic t s of I nt e re st -- We and our affiliates play a variety of
roles in connection with the issuance of the Notes, as described below. In performing these roles, our and our affiliates'
economic interests are potentially adverse to your interests as an investor in the Notes.

In connection with our normal business activities and in connection with hedging our obligations under the Notes, 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 interest rates. In any such market making, trading and hedging activity, and other services, we or our affiliates may
take positions or take actions that are inconsistent with, or adverse to, the investment objectives of holders of the Notes.
We and our affiliates have no obligation to take the needs of any buyer, seller or holder of the Notes into account in
conducting these activities. Such market making,

PS-4

trading and hedging activity, investment banking and other financial services may negatively impact the value of the Notes.

In addition, the role played by Barclays Capital Inc., as the agent for the Notes, could present significant conflicts of interest
with the role of Barclays Bank PLC, as issuer of the Notes. For example, Barclays Capital Inc. or its representatives may
derive compensation or financial benefit from the distribution of the Notes. Furthermore, we and our affiliates establish the
offering price of the Notes for initial sale to the public, and the offering price is not based upon any independent verification
or valuation.

In addition to the activities described above, we will also act as the Calculation Agent for the Notes. As Calculation Agent,
we will make any determinations necessary to calculate any payments on the Notes. In making these determinations, we
may be required to make certain discretionary judgments. In making these discretionary judgments, our economic interests
are potentially adverse to your interests as an investor in the Notes, and any of these determinations may adversely affect
any payments on the Notes.

· The Notes Will Be Subject to Redemption at Our Option--We may redeem the Notes prior to the Maturity Date
on any Interest Payment Date, beginning on the date specified on the cover page hereof. If you intend to purchase the
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Notes, you must be willing to have your Notes redeemed early. We are generally more likely to redeem the Notes during
periods when we expect that interest will accrue on the Notes at a rate that is greater than that which we would pay on our
traditional interest-bearing deposits or debt securities having a maturity equal to the remaining term of the Notes. In
contrast, we are generally less likely to redeem the Notes during periods when we expect interest to accrue on the Notes
at a rate that is less than that which we would pay on those instruments. If we redeem the Notes prior to the Maturity
Date, accrued interest will be paid on the Notes until such early redemption, but you will not receive any future interest
payments from the Notes redeemed, and you may be unable to reinvest your proceeds from the redemption in an
investment with a return that is as high as the return on the Notes would have been if they had not been redeemed.

· Lack of Liquidity--The Notes 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 Notes but are not required to do so, and may discontinue
any such secondary market making at any time, without notice. Barclays Capital Inc. may at any time hold unsold inventory,
which may inhibit the development of a secondary market for the Notes. Even if there is a secondary market, it may not
provide enough liquidity to allow you to trade or sell the Notes easily. Because other dealers are not likely to make a
secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if
any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC are 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.

· Many Economic and Market Factors Will Impact the Value of the Notes--The value of the Notes will be
affected by a number of economic and market factors that may either offset or magnify each other, including:

o the time to maturity of the Notes;
o interest and yield rates in the market generally;
o a variety of economic, financial, political, regulatory or judicial events;
o supply and demand for the Notes; and
o our creditworthiness, including actual or anticipated downgrades in our credit ratings.

PS-5

U N I T ED ST AT ES FEDERAL I N COM E T AX T REAT M EN T

The material tax consequences of your investment in the Notes are summarized below. The discussion below supplements the
discussion under "Material U.S. Federal Income Tax Consequences" in the accompanying prospectus supplement. Except as
noted under "Non-U.S. Holders" below, this section applies to you only if you are a U.S. holder (as defined in the accompanying
prospectus supplement) and you hold your Notes as capital assets for tax purposes and does not apply to you if you are a member
of a class of holders subject to special rules or are otherwise excluded from the discussion in the prospectus supplement. In
addition, this discussion applies to you only if you are an initial purchaser of the Notes; if you are a secondary purchaser of the
Notes, the tax consequences to you may be different.

In the opinion of our special tax counsel, Sullivan & Cromwell LLP, your Notes should be treated as debt instruments for U.S.
federal income tax purposes. This opinion and the disclosure below assumes that the description of the terms of the Notes in this
pricing supplement is materially correct. The discussion below assumes that the Notes will be treated as debt instruments for U.S.
federal income tax purposes.

If you are a U.S. individual or taxable entity, you will generally be taxed on interest on the Notes as ordinary income at the time you
receive the interest or when it accrues, depending on your method of accounting for tax purposes. If your Notes are redeemed or
you sell or exchange your Notes prior to maturity, you should generally recognize gain or loss, which should generally be capital
gain or loss except to the extent that such gain or loss is attributable to accrued but unpaid interest. Such capital gain or loss
should be treated as long-term capital gain or loss to the extent you have held your Notes for more than one year.

Notwithstanding the fact that the interest rate on the Notes is scheduled to step-up over the term of the Notes, the Notes should
initially be treated as issued without original issue discount ("OID"). This is the case because Treasury regulations generally deem
an issuer to exercise a call option in a manner that minimizes the yield on the debt instrument for purposes of determining whether
a debt instrument is issued with OID. The yield on the Notes would be minimized if we called the Notes immediately before the
increase in the interest rate on January 30, 2020, and therefore the Notes should be treated for OID purposes as fixed-rate notes
that will mature prior to such step up in interest rate for the Notes. This assumption is made solely for purposes of determining
whether the Notes are issued with OID and is not an indication of our intention to redeem or not to redeem the Notes at any time.
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Accordingly, the Notes should not be considered as issued with OID.

If we do not call the Notes prior to the step up in the interest rate on January 30, 2020 then, solely for OID purposes, the Notes
should be deemed to mature and be reissued for an amount equal to the principal amount of the Notes. This deemed issuance
should not give rise to taxable gain or loss to holders. The analysis set forth in the prior paragraph should also apply to the step up
in interest rate on January 30, 2024. Thus, any Notes deemed reissued on January 30, 2020 should have a maturity date for OID
purposes of January 30, 2024 and should therefore not be treated as issued with OID.

The same analysis in the preceding two paragraphs should apply to each scheduled interest rate step-up on the Notes. Therefore,
the Notes should not be considered issued with OID for any Interest Period.

Additionally, if you purchase your Notes for an amount that differs from the issue price of the Notes, you may be subject to special
tax rules as described in "Material U.S. Federal Income Tax Consequences--Notes Treated as Indebtedness for U.S. Federal
Income Tax Purposes--Market Discount" or "Material U.S. Federal Income Tax Consequences--Notes treated as Indebtedness for
U.S. Federal Income Tax Purposes--Acquisition Premium and Amortizable Bond Premium". These rules are complex and
therefore individuals are urged to consult their tax advisors regarding these rules.

For a further discussion of the tax treatment of your Notes, please see the section titled "Material U.S. Federal Income Tax
Consequences--Notes Treated as Indebtedness for U.S. Federal Income Tax Purposes" in the accompanying prospectus
supplement.

Non-U.S. Holders. Barclays currently does not withhold on payments treated as interest to non-U.S. holders in respect of
instruments such as the Notes. However, if Barclays determines that there is a material risk that it will be required to withhold on
any such payments, Barclays may withhold on any payments treated as interest at a 30% rate, unless you have provided to
Barclays an appropriate and valid Internal Revenue Service Form W-8. In addition, non-U.S. holders will be subject to the general
rules regarding information reporting and backup withholding as described under the heading "Material U.S. Federal Income Tax
Consequences--Information Reporting and Backup Withholding" in the accompanying prospectus supplement.

PS-6

CERT AI N EM PLOY EE RET I REM EN T I N COM E SECU RI T Y ACT CON SI DERAT I ON S

Your purchase of a Note in an Individual Retirement Account (an "IRA"), will be deemed to be a representation and warranty by
you, as a fiduciary of the IRA and also on behalf of the IRA, that (i) neither the issuer, the placement agent nor any of their
respective affiliates has or exercises any discretionary authority or control or acts in a fiduciary capacity with respect to the IRA
assets used to purchase the Note or renders investment advice (within the meaning of Section 3(21)(A)(ii) of the Employee
Retirement Income Security Act ("ERISA")) with respect to any such IRA assets and (ii) in connection with the purchase of the
Note, the IRA will pay no more than "adequate consideration" (within the meaning of Section 408(b)(17) of ERISA) and in
connection with any redemption of the Note pursuant to its terms will receive at least adequate consideration, and, in making the
foregoing representations and warranties, you have (x) applied sound business principles in determining whether fair market value
will be paid, and (y) made such determination acting in good faith.

For additional ERISA considerations, see "Benefit Plan Investor Considerations" in the prospectus supplement.

SU PPLEM EN T AL PLAN OF DI ST RI BU T I ON

We have agreed to sell to Barclays Capital Inc. (the "Age nt "), and the Agent has agreed to purchase from us, the principal amount
of the Notes, and at the price, specified on the cover of this pricing supplement. The Agent commits to take and pay for all of the
Notes, if any are taken.

Delivery of the Notes may be made against payment for the Notes more than three business days following the Original Trade Date
(that is, the Notes may have a settlement cycle that is longer than "T+3"). For considerations relating to an offering of Notes with a
settlement cycle longer than T+3, see "Plan of Distribution (Conflicts of Interest)" in the prospectus supplement.

PS-7

https://www.sec.gov/Archives/edgar/data/312070/000110465917004482/a17-1262_73424b2.htm[1/27/2017 12:09:00 PM]

U S$ 7 ,8 0 3 ,0 0 0

BARCLAY S BAN K PLC

ST EP -U P FI X ED RAT E CALLABLE N OT ES DU E J AN U ARY 3 0 , 2 0 3 2

GLOBAL MEDIUM-TERM NOTES, SERIES A

(TO PROSPECTUS DATED JULY 18, 2016
AND THE PROSPECTUS SUPPLEMENT DATED JULY 18, 2016)

______________

https://www.sec.gov/Archives/edgar/data/312070/000110465917004482/a17-1262_73424b2.htm[1/27/2017 12:09:00 PM]

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