Obligation Barclay PLC 0% ( US06745T4590 ) en USD

Barclay PLC

34.45 % ▼

Royaume-Uni

US06745T4590 ( en USD )

31/03/2027

Prospectus brochure de l'obligation Barclays PLC US06745T4590 en USD 0%, échéance 31/03/2027

1 000 USD

8 211 000 USD

06745T459

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 US06745T4590, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2027

L'Obligation émise par Barclay PLC ( Royaume-Uni ) , en USD, avec le code ISIN US06745T4590, a été notée NR par l'agence de notation Moody's.

424B2 1 dp74495_424b2-1100ubs.htm FORM 424B2
CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Title of Each Class of Securities Offered

Offering Price

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

$8,211,060

$951.66

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

Pricing Supplement dated March 28, 2017
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-212571
$8,211,060 Barclays Bank PLC Trigger GEARS
Link e d t o t he S& P 5 0 0 ® I nde x due M a rc h 3 1 , 2 0 2 7
I nve st m e nt De sc ript ion
Trigger GEARS (the "Securities") are unsecured and unsubordinated debt obligations issued by Barclays Bank PLC (the "Issuer")
with returns linked to the performance of the S&P 500® Index (the "Underlying"). If the Underlying Return is positive, the Issuer will
pay the principal amount of the Securities at maturity plus a return equal to the Underlying Return times the Upside Gearing of
1.82. If the Underlying Return is zero or negative and the Final Underlying Level is greater than or equal to the Downside
Threshold (50% of the Initial Underlying Level), the Issuer will repay the principal amount of the Securities at maturity. However, if
the Final Underlying Level is less than the Downside Threshold, the Issuer will pay you a cash payment at maturity that is less
than the principal amount, if anything, resulting in a percentage loss on your investment equal to the negative Underlying Return. In
this case, you will have full downside exposure to the Underlying from the Initial Underlying Level to the Final Underlying Level,
and could lose all of your initial investment. I nve st ing in t he Se c urit ie s involve s signific a nt risk s. T he I ssue r w ill not
pa y a ny int e re st on t he Se c urit ie s. Y ou m a y lose a signific a nt port ion or a ll of your princ ipa l. T he Fina l
U nde rlying Le ve l is obse rve d re la t ive t o t he Dow nside T hre shold only on t he Fina l V a lua t ion Da t e , a nd t he
c ont inge nt re pa ym e nt of princ ipa l a pplie s only if you hold t he Se c urit ie s t o m a t urit y. Any pa ym e nt on t he
Se c urit ie s, inc luding a ny re pa ym e nt of princ ipa l, is subje c t t o t he c re dit w ort hine ss of Ba rc la ys Ba nk PLC
a nd is not gua ra nt e e d by a ny t hird pa rt y. I f Ba rc la ys Ba nk PLC w e re t o de fa ult on it s pa ym e nt obliga t ions
or be c om e subje c t t o t he e x e rc ise of a ny U .K . Ba il -in Pow e r (a s de sc ribe d on pa ge PS-4 of t his pric ing
supple m e nt ) by t he re le va nt U .K . re solut ion a ut horit y, you m ight not re c e ive a ny a m ount s ow e d t o you
unde r t he Se c urit ie s. Se e "Conse nt t o U .K . Ba il -in Pow e r" in t his pric ing supple m e nt a nd "Risk Fa c t ors" in
t he a c c om pa nying prospe c t us supple m e nt .
Fe a t ure s
K e y Da t e s
Enhanced Grow th Potential: At maturity, the Upside
Trade Date:
March 28, 2017
Gearing will provide leveraged exposure to any positive
Settlement Date:
March 31, 2017
performance of the Underlying.
Final Valuation Date1:
March 25, 2027
Dow nside Exposure w ith Contingent Repayment
Maturity Date1:
March 31, 2027
of Princ ipa l a t M a t urit y: If the Underlying Return is
1
zero or negative and the Final Underlying Level is greater
Subject to postponement. See "Final Terms" on page PS-6
than or equal to the Downside Threshold, the Issuer will
of this pricing supplement.
repay the principal amount at maturity. However, if the Final
Underlying Level is less than the Downside Threshold, the
Issuer will repay less than the full principal amount at
maturity, if anything, resulting in a loss of principal to
investors that is proportionate to the negative Underlying
Return. The Final Underlying Level is observed relative to
the Downside Threshold only on the Final Valuation Date,
and the contingent repayment of principal applies only if you
hold the Securities to maturity. Any payment on the
Securities, including any repayment of principal, is subject
to the creditworthiness of Barclays Bank PLC.
N OT I CE T O I N V EST ORS: T H E SECU RI T I ES ARE SI GN I FI CAN T LY RI SK I ER T H AN CON V EN T I ON AL DEBT
I N ST RU M EN T S. T H E I SSU ER I S N OT N ECESSARI LY OBLI GAT ED T O REPAY T H E FU LL PRI N CI PAL AM OU N T
OF T H E SECU RI T I ES AT M AT U RI T Y , AN D T H E SECU RI T I ES CAN H AV E T H E FU LL DOWN SI DE M ARK ET RI SK
OF T H E U N DERLY I N G. T H I S M ARK ET RI SK I S I N ADDI T I ON T O T H E CREDI T RI SK I N H EREN T I N
PU RCH ASI N G A DEBT OBLI GAT I ON OF BARCLAY S BAN K PLC. Y OU SH OU LD N OT PU RCH ASE T H E
SECU RI T I ES I F Y OU DO N OT U N DERST AN D OR ARE N OT COM FORT ABLE WI T H T H E SI GN I FI CAN T RI SK S
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I N V OLV ED I N I N V EST I N G I N T H E SECU RI T I ES.
Y OU SH OU LD CAREFU LLY CON SI DER T H E RI SK S DESCRI BED U N DER "K EY RI SK S" BEGI N N I N G ON PAGE
PS-7 OF T H I S PRI CI N G SU PPLEM EN T AN D "RI SK FACT ORS" BEGI N N I N G ON PAGE S -7 OF T H E
PROSPECT U S SU PPLEM EN T BEFORE PU RCH ASI N G AN Y SECU RI T I ES. EV EN T S RELAT I N G T O AN Y OF
T H OSE RI SK S, OR OT H ER RI SK S AN D U N CERT AI N T I ES, COU LD ADV ERSELY AFFECT T H E M ARK ET V ALU E
OF, AN D T H E RET U RN ON , Y OU R SECU RI T I ES. Y OU M AY LOSE A SI GN I FI CAN T PORT I ON OR ALL OF T H E
PRI N CI PAL AM OU N T OF 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.
N OT WI T H ST AN DI N G AN Y OT H ER AGREEM EN T S, ARRAN GEM EN T S OR U N DERST AN DI N GS BET WEEN
BARCLAY S BAN K PLC AN D AN Y H OLDER OF T H E SECU RI T I ES, BY ACQU I RI N G T H E SECU RI T I ES, EACH
H OLDER OF T H E SECU RI T I ES ACK N OWLEDGES, ACCEPT S, AGREES T O BE BOU N D BY AN D CON SEN T S T O
T H E EX ERCI SE OF, AN Y U .K . BAI L-I N POWER BY T H E RELEV AN T U .K . RESOLU T I ON AU T H ORI T Y . SEE
"CON SEN T T O U .K . BAI L-I N POWER" ON PAGE PS-4 OF T H I S PRI CI N G SU PPLEM EN T .
Se c urit y Offe ring
We are offering Trigger GEARS linked to the S&P 500® Index. The Initial Underlying Level is the Closing Level of the Underlying
on the Trade Date. The Securities are offered at a minimum investment of $1,000 (100 Securities).
I nit ia l U nde rlying
U nde rlying
U pside Ge a ring
Dow nside T hre shold
CU SI P/ I SI N
Le ve l
1,179.29, which is 50% of the Initial
06745T459 /
S&P 500® Index (SPX)
1.82
2,358.57
Underlying Level (rounded to two
US06745T4590
decimal places)
Se e "Addit iona l I nform a t ion a bout Ba rc la ys Ba nk PLC a nd t he Se c urit ie s" on pa ge PS-2 of t his pric ing
supple m e nt . T he Se c urit ie s w ill ha ve t he t e rm s spe c ifie d in t he prospe c t us da t e d J uly 1 8 , 2 0 1 6 , t he
prospe c t us supple m e nt da t e d J uly 1 8 , 2 0 1 6 , t he inde x supple m e nt da t e d J uly 1 8 , 2 0 1 6 a nd t his pric ing
supple m e nt .
N e it he r t he U .S. Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s
a pprove d or disa pprove d of t he Se c urit ie s or de t e rm ine d t ha t t his pric ing supple m e nt is t rut hful or
c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
We m a y use t his pric ing supple m e nt in t he init ia l sa le of t he Se c urit ie s. I n a ddit ion, Ba rc la ys Ca pit a l I nc . or
a ny ot he r of our a ffilia t e s m a y use t his pric ing supple m e nt in m a rk e t re sa le t ra nsa c t ions in a ny of t he
Se c urit ie s a ft e r t he ir init ia l sa le . U nle ss w e or our a ge nt inform s you ot he rw ise in t he c onfirm a t ion of sa le ,
t his pric ing supple m e nt is be ing use d in a m a rk e t re sa le t ra nsa c t ion.
The Securities constitute our unsecured and unsubordinated obligations. The Securities are not deposit liabilities of Barclays Bank
PLC and are not covered by the U.K. Financial Services Compensation Scheme or insured by the U.S. Federal Deposit Insurance
Corporation or any other governmental agency or deposit insurance agency of the United States, the United Kingdom or any other
jurisdiction.
Proc e e ds t o Ba rc la ys

I nit ia l I ssue Pric e 1
U nde rw rit ing Disc ount
Ba nk PLC
Per Security
$10.00
$0.50
$9.50
Total
$8,211,060
$410,553
$7,800,507
1 Our estimated value of the Securities on the Trade Date, based on our internal pricing models, is $9.377 per Security. The
estimated value is less than the initial issue price of the Securities. See "Additional Information Regarding Our Estimated Value
of the Securities" on page PS-3 of this pricing supplement.
U BS Fina nc ia l Se rvic e s I nc .
Ba rc la ys Ca pit a l I nc .

Addit iona l I nform a t ion a bout Ba rc la ys Ba nk PLC a nd t he Se c urit ie s
You should read this pricing supplement together with the prospectus dated July 18, 2016, as supplemented by the prospectus
supplement dated July 18, 2016 and the index supplement dated July 18, 2016 relating to our Global Medium-Term Notes, 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, 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 or index supplement,
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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 18, 2016:
http://www.sec.gov/Archives/edgar/data/312070/000119312516650074/d219304df3asr.htm

¨
Prospectus supplement dated July 18, 2016:
http://www.sec.gov/Archives/edgar/data/312070/000110465916132999/a16-14463_21424b3.htm

¨
Index supplement dated July 18, 2016:
http://www.sec.gov/Archives/edgar/data/312070/000110465916133002/a16-14463_22424b3.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 pricing supplement, "Securities" refers to the Trigger GEARS that are offered
hereby, unless the context otherwise requires.

PS-2

Addit iona l I nform a t ion Re ga rding Our Est im a t e d V a lue of t he Se c urit ie s
Our internal pricing models take into account a number of variables and are based on a number of subjective assumptions, which
may or may not materialize, typically including volatility, interest rates and our internal funding rates. Our internal funding rates
(which are our internally published borrowing rates based on variables, such as market benchmarks, our appetite for borrowing and
our existing obligations coming to maturity) may vary from the levels at which our benchmark debt securities trade in the secondary
market. Our estimated value on the Trade Date is based on our internal funding rates. Our estimated value of the Securities might
be lower if such valuation were based on the levels at which our benchmark debt securities trade in the secondary market.

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

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

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

We urge you t o re a d t he "K e y Risk s" be ginning on pa ge PS-7 of t his pric ing supple m e nt .

PS-3

Conse nt t o U .K . Ba il -in Pow e r
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N ot w it hst a nding a ny ot he r a gre e m e nt s, a rra nge m e nt s or unde rst a ndings be t w e e n us a nd a ny holde r of t he
Se c urit ie s, by a c quiring t he Se c urit ie s, e a c h holde r of t he Se c urit ie s a c k now le dge s, a c c e pt s, a gre e s t o be
bound by a nd c onse nt s t o t he e x e rc ise of, a ny U .K . Ba il -in Pow e r by t he re le va nt U .K . re solut ion a ut horit y.

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 an European Economic Area ("EEA") or third country institution or investment
firm, that the relevant EEA or third country relevant authority is satisfied that the resolution conditions are met in respect of that
entity.

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

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

PS-4

I nve st or Suit a bilit y
T he Se c urit ie s m a y be suit a ble for you if:

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

¨ You fully understand the risks inherent in an investment in

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

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

¨ You seek an investment with a return linked to the
¨ You do not seek an investment with exposure to the
performance of the Underlying, and you believe the
Underlying, or you believe the Underlying will depreciate
Underlying will appreciate over the term of the Securities.
over the term of the Securities and the Final Underlying

Level is likely to be less than the Downside Threshold.
¨ You are willing to invest in the Securities based on the

Upside Gearing specified on the cover of this pricing
¨ You are unwilling to invest in the Securities based on the
supplement.
Upside Gearing specified on the cover of this pricing

supplement.
¨ You do not seek current income from this investment, and

you are willing to forgo any dividends paid on the securities
¨ You seek current income from this investment, or you

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composing the Underlying.
would prefer to receive any dividends paid on the

securities composing the Underlying.
¨ You are willing and able to hold the Securities to maturity

and accept that there may be little or no secondary market
¨ You are unable or unwilling to hold the Securities to
for the Securities.
maturity, or you seek an investment for which there will be

an active secondary market.
¨ You understand and are willing to accept the risks

associated with the Underlying.
¨ You do not understand or are not willing to accept the risks

associated with the Underlying.
¨ You are willing to assume the credit risk of Barclays Bank

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

including any repayment of principal.
¨ You are not willing or are unable to assume the credit risk

associated with Barclays Bank PLC, as issuer of the
Securities, for any payments under the Securities,
including any repayment of principal.

T he suit a bilit y c onside ra t ions ide nt ifie d a bove a re not e x ha ust ive . Whe t he r or not t he Se c urit ie s a re a
suit a ble inve st m e nt for you w ill de pe nd on your individua l c irc um st a nc e s, a nd you should re a c h a n
inve st m e nt de c ision only a ft e r you a nd your inve st m e nt , le ga l, t a x , a c c ount ing a nd ot he r a dvisors ha ve
c a re fully c onside re d t he suit a bilit y of a n inve st m e nt in t he Se c urit ie s in light of your pa rt ic ula r
c irc um st a nc e s. Y ou should a lso re vie w c a re fully t he "K e y Risk s" be ginning on pa ge PS-7 of t his pric ing
supple m e nt a nd t he "Risk Fa c t ors" be ginning on pa ge S -7 of t he prospe c t us supple m e nt for risk s re la t e d t o
a n inve st m e nt in t he Se c urit ie s. For m ore inform a t ion a bout t he U nde rlying, ple a se se e t he se c t ion t it le d
"S& P 5 0 0 ® I nde x " be low .

PS-5

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

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

Term2:
Approximately 10 years
Reference
S&P 500® Index (Bloomberg ticker symbol

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

Security):
a return equal to the Underlying Return
I f t he U nde rlying Re t urn is
multiplied by the Upside Gearing.
posit ive , the Issuer will pay the principal
Accordingly, the payment at maturity per
amount plus a return equal to the
Security would be calculated as follows:
Underlying Return multiplied by the Upside

Gearing. Accordingly, the payment at
$10 + ($10 × Underlying Return
maturity per Security would be calculated
× Upside Gearing)
as follows:

· If the Underlying Return is zero or
$10 + ($10 × Underlying Return
ne ga t ive a nd t he Fina l U nde rlying
× Upside Gearing)
Le ve l is gre a t e r t ha n or e qua l t o t he

Dow nside T hre shold, the Issuer will
I f t he U nde rlying Re t urn is ze ro or
repay the full principal amount at maturity of
ne ga t ive a nd t he Fina l U nde rlying
$10.00 per Security.
Le ve l is gre a t e r t ha n or e qua l t o

t he Dow nside T hre shold, the Issuer
· If the Underlying Return is negative
will repay the full principal amount at
maturity of $10.00 per Security.
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a nd t he Fina l U nde rlying Le ve l is
le ss t ha n t he Dow nside T hre shold,

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

Final Valuation Date. Accordingly, the
$10 + ($10 × Underlying Return)
payment at maturity per Security would be

calculated as follows:
If the Final Underlying Level is less than

the Downside Threshold, your principal
$10 + ($10 × Underlying Return)
is fully exposed to the decline in the

Underlying, and you will lose a
If the Final Underlying Level is less
significant portion or all of the principal
than the Downside Threshold, your
amount of the Securities at maturity. Any
principal is fully exposed to the decline
payment on the Securities, including any
in the Underlying, and you will lose a
repayment of principal, is subject to the
significant portion or all of the principal
creditworthiness of Barclays Bank PLC
amount of the Securities at maturity.
and is not guaranteed by any third
Any payment on the Securities,
party.
including any repayment of principal, is
Upside
1.82
subject to the creditworthiness of
Gearing:
Barclays Bank PLC and is not
Underlying
Final Underlying Level Initial Underlying Level
guaranteed by any third party.
Return:
Initial Underlying Level

I nve st ing in t he Se c urit ie s involve s signific a nt risk s.
Initial
2,358.57, which is the Closing Level of the
T he I ssue r w ill not pa y a ny int e re st on t he
Underlying
Underlying on the Trade Date
Se c urit ie s. Y ou m a y lose a signific a nt port ion or a ll
Level:
of your princ ipa l. T he Fina l U nde rlying Le ve l is
Final
The Closing Level of the Underlying on the
obse rve d re la t ive t o t he Dow nside T hre shold only
Underlying
Final Valuation Date
on t he Fina l V a lua t ion Da t e , a nd t he c ont inge nt
Level:
re pa ym e nt of princ ipa l a pplie s only if you hold t he
Downside
1,179.29, which is 50% of the Initial Underlying
Se c urit ie s t o m a t urit y. Any pa ym e nt on t he
Threshold:
Level (rounded to two decimal places)
Se c urit ie s, inc luding a ny re pa ym e nt of princ ipa l, is
Closing
Closing Level has the meaning set forth under
subje c t t o t he c re dit w ort hine ss of Ba rc la ys Ba nk
Level3:
"Reference Assets--Indices--Special
PLC a nd is not gua ra nt e e d by a ny t hird pa rt y. I f
Calculation Provisions" in the prospectus
Ba rc la ys Ba nk PLC w e re t o de fa ult on it s pa ym e nt
supplement.
obliga t ions or be c om e subje c t t o t he e x e rc ise of
Calculation
Barclays Bank PLC
a ny U .K . Ba il -in Pow e r by t he re le va nt U .K .
Agent:
re solut ion a ut horit y, you m ight not re c e ive a ny
a m ount s ow e d t o you unde r t he Se c urit ie s.
1
Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to them in the prospectus
supplement.
2
The Final Valuation Date may be postponed if the Final Valuation Date is not a scheduled trading day or if a market disruption
event occurs on the Final Valuation Date as described under "Reference Assets--Indices--Market Disruption Events for
Securities with an Index of Equity Securities as a Reference Asset" in the accompanying prospectus supplement. In addition,
the Maturity Date will be postponed if that day is not a business day or if the Final Valuation Date is postponed as described
under "Terms of the Notes--Payment Dates" in the accompanying prospectus supplement.
3
If the Underlying is discontinued or if the sponsor of the Underlying fails to publish the Underlying, the Calculation Agent may
select a successor underlying or, if no successor underlying is available, will calculate the value to be used as the Closing
Level of the Underlying. In addition, the Calculation Agent will calculate the value to be used as the Closing Level of the
Underlying in the event of certain changes in or modifications to the Underlying. For more information, see "Reference Assets
--Indices--Adjustments Relating to Securities with an Index as a Reference Asset" in the accompanying prospectus
supplement.

PS-6

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K e y Risk s
An investment in the Securities involves significant risks. Investing in the Securities is not equivalent to investing directly in the
Underlying or the securities composing the Underlying. Some of the risks that apply to an investment in the Securities are
summarized below, but we urge you to read the more detailed explanation of risks relating to the Securities generally in the "Risk
Factors" section of the prospectus supplement. You should reach an investment decision only after you have carefully considered
with your advisors the suitability of an investment in the Securities in light of your particular circumstances.

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

¨
Cont 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 -- You should be willing
to hold your Securities to maturity. The market value of the Securities may fluctuate between the date you purchase them and
the Final Valuation Date. If you are able to sell your Securities prior to maturity in the secondary market, if any, you may have
to sell them at a loss relative to your initial investment even if at that time the level of the Underlying is greater than the
Downside Threshold.

¨
T he U pside Ge a ring a pplie s only if you hold t he Se c urit ie s t o m a t urit y -- You should be willing to hold your
Securities to maturity. If you are able to sell your Securities prior to maturity in the secondary market, if any, the price you
receive likely will not reflect the full economic value of the Upside Gearing or the Securities themselves, and the return you
realize may be less than the product of the performance of the Underlying and the Upside Gearing and may be less than the
Underlying's return itself, even if such return is positive. You can receive the full benefit of the Upside Gearing only if you hold
your Securities to maturity.

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

¨
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, is subject to the ability of Barclays Bank PLC to satisfy its obligations as they come due and is not
guaranteed by any third party. As a result, the actual and perceived creditworthiness of Barclays Bank PLC may affect the
market value of the Securities and, in the event Barclays Bank PLC were to default on its obligations, you might not receive any
amount owed to you under the terms of the Securities.

¨
Y ou m a y lose som e or a ll of your inve st m e nt if a ny U .K . Ba il -in Pow e r is e x e rc ise d by t he re le va nt U .K .
re solut ion a ut horit y -- Notwithstanding any other agreements, arrangements or understandings between Barclays Bank
PLC and any holder of the Securities, by acquiring the Securities, each holder of the Securities acknowledges, accepts, agrees
to be bound by, and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority as set forth
under "Consent to U.K. Bail-in Power" in this pricing supplement. Accordingly, any U.K. Bail-in Power may be exercised in such
a manner as to result in you and other holders of the Securities losing all or a part of the value of your investment in the
Securities or receiving a different security from the Securities, which may be worth significantly less than the Securities and
which may have significantly fewer protections than those typically afforded to debt securities. Moreover, the relevant U.K.
resolution authority may exercise the U.K. Bail-in Power without providing any advance notice to, or requiring the consent of,
the holders of the Securities. The exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority with respect to the
Securities will not be a default or an Event of Default (as each term is defined in the indenture) and the trustee will not be liable
for any action that the trustee takes, or abstains from taking, in either case, in accordance with the exercise of the U.K. Bail-in
Power by the relevant U.K. resolution authority with respect to the Securities. See "Consent to U.K. Bail-in Power" in this pricing
supplement as well as "U.K. Bail-in Power," "Risk Factors--Risks Relating to the Securities Generally--Regulatory action in the
event a bank or investment firm in the Group is failing or likely to fail could materially adversely affect the value of the
securities" and "Risk Factors--Risks Relating to the Securities Generally--Under the terms of the securities, you have agreed to
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be bound by the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority" in the accompanying prospectus
supplement.

¨
Ow ning 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 t he U nde rlying -- The return on
your Securities may not reflect the return you would realize if you actually owned the securities composing the Underlying. As a
holder of the Securities, you will not have voting rights or rights to receive dividends or other distributions or other rights that
holders of the securities composing the Underlying would have.

¨
T he U nde rlying re fle c t s t he pric e re t urn of t he Se c urit ie s c om posing t he U nde rlying, not t he t ot a l re t urn
-- The return on the Securities is based on the performance of the Underlying, which reflects changes in the market prices of
the securities composing the Underlying. The Underlying is not a "total return" index that, in addition to reflecting those price
returns, would also reflect dividends paid on the securities composing the Underlying. Accordingly, the return on the Securities
will not include such a total return feature.

¨
N o int e re st pa ym e nt s -- The Issuer will not make periodic interest payments on the Securities.

¨
De a le r inc e nt ive s -- We, the Agents and affiliates of the Agents act in various capacities with respect to the Securities. The
Agents and various affiliates may act as a principal, agent or dealer in connection with the Securities. Such Agents, including
the sales representatives of UBS Financial Services Inc., will derive compensation from the distribution of the Securities and
such compensation may serve as an incentive to sell these Securities instead of other investments. We will pay compensation
as specified on the cover of this

PS-7

pricing supplement to the Agents in connection with the distribution of the Securities, and such compensation may be passed on
to affiliates of the Agents or other third party distributors.

¨
Lim it e d liquidit y -- The Securities will not be listed on any securities exchange. Barclays Capital Inc. and other affiliates of
Barclays Bank PLC intend to offer to purchase the Securities in the secondary market but are not required to do so and may
cease any such market making activities at any time. Even if there is a secondary market, it may not provide enough liquidity to
allow you to trade or sell the Securities easily. Because other dealers are not likely to make a secondary market for the
Securities, the price at which you may be able to trade your Securities is likely to depend on the price, if any, at which Barclays
Capital Inc. and other affiliates of Barclays Bank PLC are willing to buy the Securities.

¨
Pot e nt ia lly inc onsist e nt re se a rc h, opinions or re c om m e nda t ions by Ba rc la ys, U BS Fina nc ia l Se rvic e s I nc .
or t he ir re spe c t ive a ffilia t e s -- Barclays, UBS Financial Services Inc. or their respective affiliates and agents may publish
research from time to time on financial markets and other matters that may influence the value of the Securities, or express
opinions or provide recommendations that are inconsistent with purchasing or holding the Securities. Any research, opinions or
recommendations expressed by Barclays, UBS Financial Services Inc. or their respective affiliates or agents may not be
consistent with each other and may be modified from time to time without notice. You should make your own independent
investigation of the merits of investing in the Securities and the Underlying.

¨
Pot e nt ia l Ba rc la ys Ba nk PLC im pa c t on va lue -- Trading or transactions by Barclays Bank PLC or its affiliates in the
securities composing the Underlying and/or over-the-counter options, futures or other instruments with returns linked to the
performance of the Underlying or the securities composing the Underlying may adversely affect the level of the Underlying and,
therefore, the market value of the Securities.

¨
T he Fina l U nde rlying Le ve l is not ba se d on t he le ve l of t he U nde rlying a t a ny t im e ot he r t ha n t he Fina l
V a lua t ion Da t e -- The Final Underlying Level will be based solely on the Closing Level of the Underlying on the Final
Valuation Date and the payment at maturity will be based solely on the Final Underlying Level as compared to the Initial
Underlying Level. Therefore, if the level of the Underlying declines on or prior to the Final Valuation Date, the payment at
maturity, if any, may be significantly less than it would otherwise have been had the Final Underlying Level been determined at
a time prior to such decline or after the level of the Underlying has recovered. Although the level of the Underlying on the
Maturity Date or at other times during the term of your Securities may be higher than the level of the Underlying on the Final
Valuation Date, you will not benefit from the level of the Underlying at any time other than the Final Valuation Date.

¨
M a ny e c onom ic a nd m a rk e t fa c t ors w ill im pa c t t he va lue of t he Se c urit ie s -- Structured notes, including the
Securities, can be thought of as securities that combine a debt instrument with one or more options or other derivative
instruments. As a result, the factors that influence the values of debt instruments and options or other derivative instruments will
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also influence the terms and features of the Securities at issuance and their value in the secondary market. Accordingly, in
addition to the level of the Underlying on any day, the value of the Securities will be affected by a number of economic and
market factors that may either offset or magnify each other, including:

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

¨
the time to maturity of the Securities;

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

¨
interest and yield rates in the market generally;

¨
supply and demand for the Securities;

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

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

¨
T he e st im a t e d va lue of your Se c urit ie s is low e r t ha n t he init ia l issue pric e of your Se c urit ie s -- The
estimated value of your Securities on the Trade Date is lower than the initial issue price of your Securities. The difference
between the initial issue price of your Securities and the estimated value of the Securities is a result of certain factors, such as
any sales commissions to be paid to Barclays Capital Inc. or another affiliate of ours, any selling concessions, discounts,
commissions or fees to be allowed or paid to non-affiliated intermediaries, the estimated profit that we or any of our affiliates
expect to earn in connection with structuring the Securities, the estimated cost that we may incur in hedging our obligations
under the Securities, and estimated development and other costs that we may incur in connection with the Securities.

¨
T he e st im a t e d va lue of your Se c urit ie s m ight be low e r if suc h e st im a t e d va lue w e re ba se d on t he le ve ls
a t w hic h our de bt se c urit ie s t ra de in t he se c onda ry m a rk e t -- The estimated value of your Securities on the Trade
Date is based on a number of variables, including our internal funding rates. Our internal funding rates may vary from the levels
at which our benchmark debt securities trade in the secondary market. As a result of this difference, the estimated value
referenced above might be lower if such estimated value were based on the levels at which our benchmark debt securities
trade in the secondary market. Also, this difference in funding rate as well as certain factors, such as sales commissions, selling
concessions, estimated costs and profits mentioned below, reduces the economic terms of the Securities to you.

¨
T he e st im a t e d va lue of t he Se c urit ie s is ba se d on our int e rna l pric ing m ode ls, w hic h m a y prove t o be
ina c c ura t e a nd m a y be diffe re nt from t he pric ing m ode ls of ot he r fina nc ia l inst it ut ions -- The estimated
value of your Securities on the Trade Date is based on our internal pricing models, which take into account a number of
variables and are based on a number of subjective assumptions, which may or may not materialize. These variables and
assumptions are not evaluated or verified on an independent basis. Further, our pricing models may be different from other
financial institutions' pricing models and the methodologies used by us to estimate the value of the Securities may not be
consistent with those of other financial institutions that may be purchasers or sellers of

PS-8

Securities in the secondary market. As a result, the secondary market price of your Securities may be materially different from
the estimated value of the Securities determined by reference to our internal pricing models.

¨
T he e st im a t e d va lue of your Se c urit ie s is not a pre dic t ion of t he pric e s a t w hic h you m a y se ll your
Se c urit ie s in t he se c onda ry m a rk e t , if a ny, a nd suc h se c onda ry m a rk e t pric e s, if a ny, w ill lik e ly be low e r
t ha n t he init ia l issue pric e of your Se c urit ie s a nd m a y be low e r t ha n t he e st im a t e d va lue of your
Se c urit ie s -- The estimated value of the Securities will not be a prediction of the prices at which Barclays Capital Inc., other
affiliates of ours or third parties may be willing to purchase the Securities from you in secondary market transactions (if they are
willing to purchase, which they are not obligated to do). The price at which you may be able to sell your Securities in the
secondary market at any time will be influenced by many factors that cannot be predicted, such as market conditions, and any
bid and ask spread for similar sized trades, and may be substantially less than our estimated value of the Securities. Further, as
secondary market prices of your Securities take into account the levels at which our debt securities trade in the secondary
market, and do not take into account our various costs related to the Securities such as fees, commissions, discounts, and the
costs of hedging our obligations under the Securities, secondary market prices of your Securities will likely be lower than the
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initial issue price of your Securities. As a result, the price at which Barclays Capital Inc., other affiliates of ours or third parties
may be willing to purchase the Securities from you in secondary market transactions, if any, will likely be lower than the price
you paid for your Securities, and any sale prior to the Maturity Date could result in a substantial loss to you.

¨
T he t e m pora ry pric e a t w hic h w e m a y init ia lly buy t he Se c urit ie s in t he se c onda ry m a rk e t a nd t he va lue
w e m a y init ia lly use for c ust om e r a c c ount st a t e m e nt s, if w e provide a ny c ust om e r a c c ount st a t e m e nt s a t
a ll, m a y not be indic a t ive of fut ure pric e s of your Se c urit ie s -- Assuming that all relevant factors remain constant
after the Trade Date, the price at which Barclays Capital Inc. may initially buy or sell the Securities in the secondary market (if
Barclays Capital Inc. makes a market in the Securities, which it is not obligated to do) and the value that we may initially use for
customer account statements, if we provide any customer account statements at all, may exceed our estimated value of the
Securities on the Trade Date, as well as the secondary market value of the Securities, for a temporary period after the initial
issue date of the Securities. The price at which Barclays Capital Inc. may initially buy or sell the Securities in the secondary
market and the value that we may initially use for customer account statements may not be indicative of future prices of your
Securities. Please see "Additional Information Regarding Our Estimated Value of the Securities" on page PS-3 for further
information.

¨
We a nd our a ffilia t e s m a y e nga ge in va rious a c t ivit ie s or m a k e de t e rm ina t ions t ha t c ould m a t e ria lly
a ffe c t your Se c urit ie s in va rious w a ys a nd c re a t e c onflic t s of int e re st -- We and our affiliates play a variety of
roles in connection with the issuance of the Securities, as described below. In performing these roles, our and our affiliates'
economic interests are potentially adverse to your interests as an investor in the Securities.

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

In addition, the role played by Barclays Capital Inc., as the agent for the Securities, could present significant conflicts of interest
with the role of Barclays Bank PLC, as issuer of the Securities. For example, Barclays Capital Inc. or its representatives may
derive compensation or financial benefit from the distribution of the Securities and such compensation or financial benefit may
serve as an incentive to sell the Securities instead of other investments. Furthermore, we and our affiliates establish the offering
price of the Securities 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 Securities. As Calculation Agent,
we will determine any values of the Underlying and make any other determinations necessary to calculate any payments on the
Securities. In making these determinations, we may be required to make discretionary judgments, including determining whether
a market disruption event has occurred on any date that the value of the Underlying is to be determined; if the Underlying is
discontinued or if the sponsor of the Underlying fails to publish the Underlying, selecting a successor underlying or, if no
successor underlying is available, determining any value necessary to calculate any payments on the Securities; and calculating
the value of the Underlying on any date of determination in the event of certain changes in or modifications to the Underlying. In
making these discretionary judgments, our economic interests are potentially adverse to your interests as an investor in the
Securities, and any of these determinations may adversely affect any payments on the Securities.

¨
T he U .S. fe de ra l inc om e t a x c onse que nc e s of a n inve st m e nt in t he Se c urit ie s a re unc e rt a in -- There is no
direct legal authority regarding the proper U.S. federal income tax treatment of the Securities, and we do not plan to request a
ruling from the Internal Revenue Service (the "IRS"). Consequently, significant aspects of the tax treatment of the Securities are
uncertain, and the IRS or a court might not agree with the treatment of the Securities as prepaid forward contracts. If the IRS
were successful in asserting an alternative treatment for the Securities, the tax consequences of the ownership and disposition
of the Securities could be materially and adversely affected. In addition, as described below under "What Are the Tax
Consequences of an Investment in the Securities?," in 2007 the U.S. Treasury Department and the IRS released a notice
requesting comments on various issues regarding the U.S. federal income tax treatment of "prepaid forward contracts" and
similar instruments. Any Treasury regulations or other guidance promulgated after consideration of these issues could materially
and adversely affect the tax consequences of an investment in the Securities, possibly with retroactive effect. You should review
carefully the sections of the accompanying prospectus supplement entitled "Material U.S. Federal Income Tax Consequences--
Tax Consequences to U.S. Holders--Notes Treated as Prepaid Forward or Derivative Contracts" and, if you are a non-U.S.
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