Obligation Barclay PLC 8.35% ( US06743P7490 ) en USD

Barclay PLC

9.87 % ⇌

Royaume-Uni

US06743P7490 ( en USD )

8.35% par an ( paiement semestriel )

19/03/2025 - Obligation échue

Prospectus brochure de l'obligation Barclays PLC US06743P7490 en USD 8.35%, échue

1 000 USD

20 482 000 USD

06743P749

N/A

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 US06743P7490, paye un coupon de 8.35% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/03/2025

424B2 1 dp54413_424b2-372ubs.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate Offering
Title of Each Class of Securities Offered

Price

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

$20,482,000

$2,380.01

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

Pricing Supplement dated March 13, 2015
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-190038
$20,482,000 Barclays Bank PLC Trigger Phoenix Autocallable Optimization
Securities
Link e d t o t he le sse r pe rform ing of t he EU RO ST OX X 5 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x due M a rc h 1 9 , 2 0 2 5
I nve st m e nt De sc ript ion
Trigger Phoenix Autocallable Optimization Securities (the "Securities") are unsecured and unsubordinated debt securities issued by Barclays Bank
PLC (the "Issuer") linked to the lesser performing of the EURO STOXX 50® Index and the Russell 2000® Index (each an "Index" and together the
"Indices"). On a quarterly basis, unless the Securities have been previously called, the Issuer will pay you a coupon (the "Contingent Coupon") if the
Closing Level of each Index on the applicable Observation Date is greater than or equal to its specified Coupon Barrier. Otherwise, no coupon will be
paid for that quarter. The Issuer will automatically call the Securities if the Closing Level of each Index on any Observation Date (quarterly, beginning
on March 3, 2016) is greater than or equal to its Closing Level on the Trade Date (the "Initial Index Level"). If the Securities are automatically called,
the Issuer will repay the principal amount of your Securities plus pay the Contingent Coupon due on the Coupon Payment Date that is also the Call
Settlement Date, and no further amounts will be owed to you under the Securities. If the Securities are not automatically called and the Closing Level
of each Index on the Final Valuation Date (the "Final Index Level") is greater than or equal to both its specified Trigger Level and its Coupon Barrier,
the Issuer will pay you a cash payment at maturity equal to the principal amount of your Securities plus the Contingent Coupon due on the Coupon
Payment Date that is also the Maturity Date. If the Securities are not automatically called and the Final Index Level of each Index is greater than or
equal to its Trigger Level but the Final Index Level of either Index is less than its Coupon Barrier, the Issuer will pay you a cash payment at maturity
equal to the principal amount of your Securities, but no coupon will be paid. However, if the Final Index Level of either Index is less than its Trigger
Level, you will be exposed to the full decline in the Index with the lower Index Return (the "Lesser Performing Index") and the Issuer will repay less
than the full principal amount of the Securities at maturity, if anything, resulting in a loss of principal that is proportionate to the negative Index Return
of the Lesser Performing Index. I nve st ing in t he Se c urit ie s involve s signific a nt risk s. Y ou m a y lose som e or a ll of your init ia l
inve st m e nt . Y ou w ill be e x pose d t o t he m a rk e t risk of e a c h I nde x a nd a ny de c line in t he le ve l of one I nde x m a y
ne ga t ive ly a ffe c t your re t urn a nd w ill not be offse t or m it iga t e d by a le sse r de c line or a ny pot e nt ia l inc re a se in t he le ve l
of t he ot he r I nde x . T he T rigge r Le ve l of e a c h I nde x is obse rve d re la t ive t o it s Fina l I nde x Le ve l only on t he Fina l
V a lua t ion Da t e , a nd t he c ont inge nt re pa ym e nt of princ ipa l a pplie s only if you hold t he Se c urit ie s t o m a t urit y. Ge ne ra lly,
t he highe r t he Cont inge nt Coupon Ra t e on a Se c urit y, t he gre a t e r t he risk of loss on t ha t Se c urit y. Y our re t urn pot e nt ia l
on t he Se c urit ie s is lim it e d t o a ny Cont inge nt Coupons pa id on t he Se c urit ie s, a nd you w ill not pa rt ic ipa t e in a ny
a ppre c ia t ion of e it he r I nde x . Any pa ym e nt on t he Se c urit ie s, inc luding a ny re pa ym e nt of princ ipa l, is subje c t t o t he
c re dit w ort hine ss of Ba rc la ys Ba nk PLC a nd is not gua ra nt e e d by a ny t hird pa rt y. I f Ba rc la ys Ba nk PLC w e re t o de fa ult
on it s pa ym e nt obliga t ions or be c om e subje c t t o t he e x e rc ise of a ny U .K . Ba il -in Pow e r (a s de sc ribe d on pa ge PS -3 of
t his pric ing supple m e nt ) by t he re le va nt U .K . re solut ion a ut horit y, you m ight not re c e ive a ny a m ount s ow e d t o you unde r
t he Se c urit ie s. Se e "Conse nt t o U K Ba il -in Pow e r" in t his pric ing supple m e nt a nd "Risk Fa c t ors" in t he a c c om pa nying
prospe c t us a dde ndum .
Fe a t ure s

K e y Da t e s
Contingent Coupon: Unless the Securities have been previously called,

Trade Date:
March 13, 2015
the Issuer will pay you a Contingent Coupon each quarter if the Closing Level
Settlement Date:
March 18, 2015
of each Index on the applicable Observation Date is greater than or equal to
Observation Dates1:
Quarterly, commencing June 3, 2015
its Coupon Barrier. Otherwise, no coupon will be paid for that quarter.
(callable beginning March 3, 2016)
Automatic Call: The Issuer will automatically call the Securities if the
Final Valuation Date1:
March 13, 2025
Closing Level of each Index on any Observation Date (quarterly, beginning on
Maturity Date1:
March 19, 2025
March 3, 2016) is greater than or equal to its Initial Index Level. If the
1 Subject to postponement in the event of a market
Securities are automatically called, the Issuer will repay the principal amount
disruption event as described under "Reference Assets--
of your Securities plus pay the Contingent Coupon due on the Coupon
Indices--Market Disruption Events for Securities with the
Payment Date that is also the Call Settlement Date, and no further amounts
Reference Asset Comprised of an Index or Indices of
will be owed to you under the Securities.
Equity Securities" in the prospectus supplement and
Contingent Repayment of Principal at Maturity: If the Securities are
"Supplemental Terms of the Securities" in this pricing
not automatically called and the Final Index Level of each Index is greater
supplement. Notwithstanding anything to the contrary in
than or equal to both its Trigger Level and its Coupon Barrier, the Issuer will
the accompanying prospectus supplement, the Final
pay you a cash payment at maturity equal to the principal amount of your
Valuation Date may be postponed by up to five scheduled
Securities plus the Contingent Coupon due on the Coupon Payment Date that
trading days for both Indices due to the occurrence or
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is also the Maturity Date. If the Securities are not automatically called and the
continuance of a market disruption event on such date.
Final Index Level of each Index is greater than or equal to its Trigger Level but
the Final Index Level of either Index is less than its Coupon Barrier, the Issuer
will pay you a cash payment at maturity equal to the principal amount of your
Securities, but no coupon will be paid. However, if the Final Index Level of
either Index is less than its Trigger Level, the Issuer will repay less than your
principal amount, if anything, resulting in a loss of your initial investment that
will be proportionate to the negative Index Return of the Lesser Performing
Index. The Trigger Level of each Index is observed relative to its Final Index
Level only on the Final Valuation Date, and the contingent repayment of
principal applies only if you hold the Securities to maturity. Any payment on
the Securities, including any repayment of principal, is subject to the
creditworthiness of Barclays Bank PLC.
N OT I CE T O I N V EST ORS: T H E SECU RI T I ES ARE SI GN I FI CAN T LY RI SK I ER T H AN CON V EN T I ON AL DEBT I N ST RU M EN T S.
T H E I SSU ER I S N OT N ECESSARI LY OBLI GAT ED T O REPAY T H E FU LL PRI N CI PAL AM OU N T OF T H E SECU RI T I ES AT
M AT U RI T Y , AN D T H E SECU RI T I ES CAN H AV E T H E FU LL DOWN SI DE M ARK ET RI SK OF T H E LESSER PERFORM I N G
I N DEX . T H I S M ARK ET RI SK I S I N ADDI T I ON T O T H E CREDI T RI SK I N H EREN T I N PU RCH ASI N G A DEBT OBLI GAT I ON OF
BARCLAY S BAN K PLC. Y OU SH OU LD N OT PU RCH ASE T H E SECU RI T I ES I F Y OU DO N OT U N DERST AN D OR ARE N OT
COM FORT ABLE WI T H T H E SI GN I FI CAN T RI SK S I N V OLV ED I N I N V EST I N G I N T H E SECU RI T I ES.
Y OU SH OU LD CAREFU LLY CON SI DER T H E RI SK S DESCRI BED U N DER "K EY RI SK S" BEGI N N I N G ON PAGE PS -8 OF T H I S
PRI CI N G SU PPLEM EN T , "RI SK FACT ORS" BEGI N N I N G ON PAGE S-6 OF T H E PROSPECT U S SU PPLEM EN T , "RI SK
FACT ORS" BEGI N N I N G ON PAGE PA-1 OF T H E PROSPECT U S ADDEN DU M AN D PAGE I S -2 OF T H E I N DEX SU PPLEM EN T
BEFORE PU RCH ASI N G AN Y SECU RI T I ES. EV EN T S RELAT I N G T O AN Y OF T H OSE RI SK S, OR OT H ER RI SK S AN D
U N CERT AI N T I ES, COU LD ADV ERSELY AFFECT T H E M ARK ET V ALU E OF, AN D T H E RET U RN ON , Y OU R SECU RI T I ES. Y OU
M AY LOSE SOM E OR ALL OF Y OU R I N I T I AL I N V EST M EN T I N T H E SECU RI T I ES. T H E SECU RI T I ES WI LL N OT BE LI ST ED
ON AN Y SECU RI T I ES EX CH AN GE.
BY ACQU I RI N G T H E SECU RI T I ES, Y OU ACK N OWLEDGE, AGREE T O BE BOU N D BY AN D CON SEN T T O T H E EX ERCI SE OF,
AN Y U .K . BAI L -I N POWER. SEE "CON SEN T T O BAI L -I N POWER" ON PAGE PS -3 OF T H I S PRI CI N G SU PPLEM EN T .
Se c urit y Offe ring
We are offering Trigger Phoenix Autocallable Optimization Securities linked to the lesser performing of the EURO STOXX 50® Index and the Russell
2000® Index. The Initial Index Level of each Index is the Closing Level of that Index on the Trade Date. The Securities are offered at a minimum
investment of 100 Securities at $10.00 per Security (representing a $1,000 investment), and integral multiples of $10.00 in excess thereof.
Cont inge nt
I nit ia l I nde x
I nde x
Coupon Ba rrie r*
T rigge r Le ve l*
CU SI P/ I SI N
Coupon Ra t e
Le ve l
EURO STOXX 50® Index
2,559.35, which is 70.00% of 1,828.11, which is 50.00% of
3,656.21
(SX5E)
the Initial Index Level
the Initial Index Level
06743P749 /
8.35% per annum
Russell 2000® Index
862.497, which is 70.00% of
616.069, which is 50.00% of
US06743P7490
1,232.138
(RTY)
the Initial Index Level
the Initial Index Level
* Rounded to two decimal places for the EURO STOXX 50® Index and rounded to three decimal places for the Russell 2000® Index
Se e "Addit iona l I nform a t ion a bout Ba rc la ys Ba nk PLC a nd t he Se c urit ie s" on pa ge PS -2 of t his pric ing supple m e nt . T he
Se c urit ie s w ill ha ve t he t e rm s spe c ifie d in t he prospe c t us da t e d J uly 1 9 , 2 0 1 3 , t he prospe c t us supple m e nt da t e d J uly
1 9 , 2 0 1 3 , t he prospe c t us a dde ndum da t e d Fe brua ry 3 , 2 0 1 5 , t he inde x supple m e nt da t e d J uly 1 9 , 2 0 1 3 a nd t his pric ing
supple m e nt .
N e it he r t he U .S. Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he Se c urit ie s or de t e rm ine d t ha t t his pric ing supple m e nt is t rut hful or c om ple t e . Any re pre se nt a t ion t o
t he c ont ra ry is a c rim ina l offe nse .
We m a y use t his pric ing supple m e nt in t he init ia l sa le of t he Se c urit ie s. I n a ddit ion, Ba rc la ys Ca pit a l I nc . or a ny ot he r of
our a ffilia t e s m a y use t his pric ing supple m e nt in m a rk e t re sa le t ra nsa c t ions in a ny of t he Se c urit ie s a ft e r t he ir init ia l
sa le . U nle ss w e or our a ge nt inform s you ot he rw ise in t he c onfirm a t ion of sa le , t his pric ing supple m e nt is be ing use d in
a m a rk e t re sa le t ra nsa c t ion.
The Securities constitute our unsecured and unsubordinated obligations and are not deposit liabilities of Barclays Bank PLC and are not insured by
the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United States, the United Kingdom or any other jurisdiction.

I nit ia l I ssue Pric e 1
U nde rw rit ing Disc ount
Proc e e ds t o Ba rc la ys Ba nk PLC
Per Security
$10.00
$0.35
$9.65
Total
$20,482,000
$716,870
$19,765,130
1 Our e st im a t e d va lue of t he Se c urit ie s on t he T ra de Da t e , ba se d on our int e rna l pric ing m ode ls, is $ 9 .3 8 6 pe r Se c urit y.
T he e st im a t e d va lue is le ss t ha n t he init ia l issue pric e of t he Se c urit ie s. Se e "Addit iona l I nform a t ion Re ga rding Our
Est im a t e d V a lue of t he Se c urit ie s" on pa ge PS -2 of t his pric ing supple m e nt .

U BS Fina nc ia l Se rvic e s I nc .
Ba rc la ys Ca pit a l I nc .

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

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

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

¨
Prospectus dated July 19, 2013:

http://www.sec.gov/Archives/edgar/data/312070/000119312513295636/d570220df3asr.htm

¨
Prospectus supplement dated July 19, 2013:

http://www.sec.gov/Archives/edgar/data/312070/000119312513295715/d570220d424b3.htm

¨
Prospectus addendum dated February 3, 2015:

http://www.sec.gov/Archives/edgar/data/312070/000119312515031134/d864437d424b3.htm

¨
Index supplement dated July 19, 2013:

http://www.sec.gov/Archives/edgar/data/312070/000119312513295727/d570220d424b3.htm

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

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

Additional Information Regarding Our Estimated Value of the Securities
Our internal pricing models take into account a number of variables and are based on a number of subjective assumptions, which may or may not
materialize, typically including volatility, interest rates, and our internal funding rates. Our internal funding rates (which are our internally published
borrowing rates based on variables such as market benchmarks, our appetite for borrowing, and our existing obligations coming to maturity) may vary
from the levels at which our benchmark debt securities trade in the secondary market. Our estimated value on the Trade Date is based on our internal
funding rates. Our estimated value of the Securities might be lower if such valuation were based on the levels at which our benchmark debt securities
trade in the secondary market.

Our estimated value of the Securities on the Trade Date is less than the initial issue price of the Securities. The difference between the initial issue
price of the Securities and our estimated value of the Securities results from several factors, including any sales commissions to be paid to Barclays
Capital Inc. or another affiliate of ours, any selling concessions, discounts, commissions or fees to be allowed or paid to non-affiliated intermediaries,
the estimated profit that we or any of our affiliates expect to earn in connection with structuring the Securities, the estimated cost that we may incur in
hedging our obligations under the Securities, and estimated development and other costs that we may incur in connection with the Securities.

Our estimated value on the Trade Date is not a prediction of the price at which the Securities may trade in the secondary market, nor will it be the
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price at which Barclays Capital Inc. may buy or sell the Securities in the secondary market. Subject to normal market and funding conditions, Barclays
Capital Inc. or another affiliate of ours intends to offer to purchase the Securities in the secondary market but it is not obligated to do so.

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

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

PS-2

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

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

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

PS-3

Investor Suitability

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

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

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

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

investment in the Lesser Performing Index.
¨You are willing to accept the individual market risk of each Index

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

increase in the level of the other Index.
¨You believe each Index is likely to close at or above its Coupon

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

the Securities.
¨You believe the Final Index Level of each Index is not likely to be

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

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

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

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

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

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

¨You prefer the lower risk, and therefore accept the potentially lower
¨You seek an investment with a return potentially based on the
returns, of fixed income investments with comparable maturities
performance of companies in the Eurozone and small-capitalization
and credit ratings.
U.S. companies.

¨You do not seek an investment with a return potentially based on the
¨You are willing to assume the credit risk of Barclays Bank PLC, as
performance of companies in the Eurozone and small-capitalization
issuer of the Securities, for all payments under the Securities and
U.S. companies.
understand that if Barclays Bank PLC were to default on its

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

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

PS-4

Fina l T e rm s 1

Issuer:
Barclays Bank PLC
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Issue Price:
$10.00 per Security
Principal Amount:
$10.00 per Security (subject to minimum investment of 100 Securities)
Term:
Approximately ten years, unless called earlier
Indices2:
The EURO STOXX 50® Index (Bloomberg ticker symbol "SX5E<Index>") and the Russell 2000® Index (Bloomberg ticker
symbol "RTY<Index>")
Call Feature:
The Issuer will automatically call the Securities if the Closing Level of each Index on any Observation Date (quarterly,
beginning on March 3, 2016) is greater than or equal to its Initial Index Level. If the Securities are automatically called, the
Issuer will repay the principal amount of your Securities plus pay the Contingent Coupon due on the Coupon Payment Date
that is also the Call Settlement Date, and no further amounts will be owed to you under the Securities.
Observation Dates3:
The first Observation Date will occur on June 3, 2015; Observation Dates will occur quarterly thereafter as listed in the
"Observation Dates/Coupon Payment Dates/Call Settlement Dates" section below. The final Observation Date, March 13,
2025, is the "Final Valuation Date."
Call Settlement Dates3: The Coupon Payment Date immediately following the applicable Observation Date, which will be two (2) business days
following the applicable Observation Date; provided that, if the Securities are automatically called on the Final Valuation
Date, the related Call Settlement Date will be the Maturity Date.
Contingent Coupon:
I f t he Closing Le ve l of e a c h I nde x is gre a t e r t ha n or e qua l t o it s Coupon Ba rrie r on a ny Obse rva t ion
Da t e , the Issuer will pay you the Contingent Coupon applicable to that Observation Date.
I f t he Closing Le ve l of e it he r I nde x is le ss t ha n it s Coupon Ba rrie r on a ny Obse rva t ion Da t e , the
Contingent Coupon applicable to that Observation Date will not accrue or be payable and the Issuer will not make any
payment to you on the related Coupon Payment Date.
The Contingent Coupon is a fixed amount potentially payable quarterly based on the per annum Contingent Coupon Rate.
Coupon Barrier:
With respect to each Index, a percentage of the Initial Index Level of that Index, as specified on the cover of this pricing
supplement
Coupon Payment Dates3: Two (2) business days following the applicable Observation Date; provided that the final Coupon Payment Date will be the
Maturity Date
Contingent Coupon Rate: The Contingent Coupon Rate is 8.35% per annum. Accordingly, the Contingent Coupon that would be payable for each
Observation Date on which the Closing Level of each Index is greater than or equal to its Coupon Barrier is equal to
$0.20875 per Security.
Whe t he r Cont inge nt Coupons w ill be pa id on t he Se c urit ie s w ill de pe nd on t he pe rform a nc e of t he
I ndic e s. T he I ssue r w ill not pa y you t he Cont inge nt Coupon for a ny Obse rva t ion Da t e on w hic h t he
Closing Le ve l of e it he r I nde x is le ss t ha n it s Coupon Ba rrie r.
Payment at Maturity (per I f t he Se c urit ie s a re not a ut om a t ic a lly c a lle d a nd t he Fina l I nde x Le ve l of e a c h I nde x is gre a t e r
Security):
t ha n or e qua l t o bot h it s T rigge r Le ve l a nd it s Coupon Ba rrie r, the Issuer will pay you a cash payment on the
Maturity Date equal to $10.00 per $10.00 principal amount Security plus the Contingent Coupon due on the Coupon
Payment Date that is also the Maturity Date.
I f t he Se c urit ie s a re not a ut om a t ic a lly c a lle d a nd t he Fina l I nde x Le ve l of e a c h I nde x is gre a t e r
t ha n or e qua l t o it s T rigge r Le ve l but t he Fina l I nde x Le ve l of e it he r I nde x is le ss t ha n it s Coupon
Ba rrie r, the Issuer will pay you a cash payment on the Maturity Date equal to $10.00 per $10.00 principal amount
Security, but no coupon will be paid.
I f t he Se c urit ie s a re not a ut om a t ic a lly c a lle d a nd t he Fina l I nde x Le ve l of e it he r I nde x is le ss t ha n
it s T rigge r Le ve l, the Issuer will pay you a cash payment on the Maturity Date per $10.00 principal amount Security that
is less than your principal amount, if anything, resulting in a loss of principal that is proportionate to the negative Index
Return of the Lesser Performing Index; equal to:
$10.00 × (1 + Index Return of the Lesser Performing Index)
Accordingly, you may lose all or a substantial portion of your principal at maturity, depending on how much the
Lesser Performing Index declines, regardless of the performance of the other Index. Any payment on the Securities,
including any repayment of principal, is subject to the creditworthiness of Barclays Bank PLC and is not
guaranteed by any third party.
Index Return:
With respect to each Index:
Final Index Level Initial Index Level
Initial Index Level
Lesser Performing Index: The Index with the lower Index Return
Trigger Level:
With respect to each Index, a percentage of the Initial Index Level of that Index, as specified on the cover of this pricing
supplement
Initial Index Level:
With respect to each Index, the Closing Level of that Index on the Trade Date, as specified on the cover of this pricing
supplement
Final Index Level:
With respect to each Index, the Closing Level of that Index on the Final Valuation Date
Closing Level:
With respect to each Index, on any scheduled trading day, the closing level of that Index as published with respect to the
regular weekday close of trading on that scheduled trading day as displayed on the applicable Bloomberg Professional®
service ("Bloomberg") page as set forth under "Indices" above or any successor page on Bloomberg or any successor
service, as applicable. Currently, whereas the Russell 2000® Index sponsor publishes the official closing level of the Russell
2000® Index to six decimal places, Bloomberg reports the closing level to fewer decimal places. As a result, the closing
®
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level of the Russell 2000 Index reported by Bloomberg may be lower or higher than the official closing level of the Russell
2000® Index published by the Russell 2000® Index sponsor. In certain circumstances, the Closing Level of an Index will be
based on the alternate calculation of that Index as described in "Reference Assets--Indices--Adjustments Relating to
Securities with the Reference Asset Comprised of an Index or Indices" starting on page S-98 of the accompanying
prospectus supplement.
Calculation Agent:
Barclays Bank PLC
1
Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to them in the prospectus supplement.
2
For a description of adjustments that may affect the Indices, see "Reference Assets--Indices--Adjustments Relating to Securities with the
Reference Asset Comprised of an Index or Indices" in the prospectus supplement.
3
Subject to postponement in the event of a market disruption event as described under "Reference Assets--Indices--Market Disruption Events for
Securities with the Reference Asset Comprised of an Index or Indices of Equity Securities" in the prospectus supplement and "Supplemental
Terms of the Securities" in this pricing supplement. Notwithstanding anything to the contrary in the accompanying prospectus supplement, the Final
Valuation Date may be postponed by up to five scheduled trading days for both Indices due to the occurrence or continuance of a market
disruption event on such date.

PS-5

Investment Timeline

The Closing Level of each Index (the Initial Index Level) is observed, the Contingent Coupon Rate is
Trade Date:
set and the Coupon Barrier and Trigger Level of each Index are determined.

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

Quarterly (callable
The Issuer will automatically call the Securities if the Closing Level of each Index on any
beginning March 3,
Observation Date (quarterly, beginning on March 3, 2016) is greater than or equal to its Initial Index
2016):
Level. If the Securities are automatically called, the Issuer will repay the principal amount of your
Securities plus pay the Contingent Coupon due on the Coupon Payment Date that is also the Call
Settlement Date, and no further amounts will be owed to you under the Securities.

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

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

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

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

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

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

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

PS-6

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

PS-7
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Key Risks
An investment in the Securities involves significant risks. Investing in the Securities is not equivalent to investing in either or both of the
Indices or the securities composing the Indices. These risks are explained in more detail in the "Risk Factors" sections of the
accompanying prospectus supplement, prospectus addendum and index supplement. We also urge you to consult your investment,
legal, tax, accounting and other advisors before you invest in the Securities.

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

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

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

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

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

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

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

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

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

PS-8

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

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

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

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

¨
Ow ning t he Se c urit ie s is not t he sa m e a s ow ning t he se c urit ie s c om posing e it he r or bot h I ndic e s -- The return
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Document Outline

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