Obligation Barclay PLC 0% ( US06746Y6639 ) en USD

Société émettrice Barclay PLC
Prix sur le marché 100 %  ▲ 
Pays  Royaume-Uni
Code ISIN  US06746Y6639 ( en USD )
Coupon 0%
Echéance 29/02/2024 - Obligation échue



Prospectus brochure de l'obligation Barclays PLC US06746Y6639 en USD 0%, échue


Montant Minimal 1 000 USD
Montant de l'émission 5 419 000 USD
Cusip 06746Y663
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's NR
Description détaillée 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.

Barclays PLC a remboursé le 29 février 2024 son obligation (ISIN : US06746Y6639, CUSIP : 06746Y663) de 5 419 000 USD, émise au Royaume-Uni, au taux de 0%, avec une taille minimale d?achat de 1 000 USD et une fréquence de paiement semestrielle, ayant atteint sa maturité à un prix de marché de 100% et non notée par Moody's.







424B2 1 dp102757_424b2-2168ubs.htm FORM 424B2

Pricing Supplement dated February 25, 2019
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-212571
$5,419,310 Barclays Bank PLC Trigger GEARS
Linked to the S&P 500® Index due February 29, 2024
Investment Description
The 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 1.2575. If the Underlying Return is zero or negative but the Final Underlying Level is greater than or equal to the
Downside Threshold (60% 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. Investing in the Securities involves significant risks. The
Issuer will not pay any interest on the Securities. You may lose a significant portion or all of your principal.
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 and is not guaranteed by any third party. If Barclays Bank PLC were to default on its payment
obligations or become subject to the exercise of any U.K. Bail-in Power (as described on page PS- 4 of this
pricing supplement) by the relevant U.K. resolution authority, you might not receive any amounts owed to
you under the Securities. See "Consent to U.K. Bail-in Power" in this pricing supplement and "Risk Factors"
in the accompanying prospectus supplement.
Features
Key Dates1
Enhanced Growth Potential: At maturity, the Upside Gearing will Trade Date:
February 25, 2019
provide leveraged exposure to any positive performance of the
Settlement Date:
February 28, 2019
Underlying.
Final Valuation Date:
February 26, 2024
Downside Exposure with Contingent Repayment of
Maturity Date:
February 29, 2024
Principal at Maturity: If the Underlying Return is zero or negative

but the Final Underlying Level is greater than or equal to the Downside
1 See "Supplemental Plan of Distribution" for more
Threshold, the Issuer will repay the principal amount at maturity.
details on the expected Settlement Date. In
However, if the Final Underlying Level is less than the Downside
addition, the Final Valuation Date and the Maturity
Threshold, the Issuer will repay less than the full principal amount at
Date are subject to postponement. See "Final
maturity, if anything, resulting in a percentage loss on your investment
Terms" on page PS-6 of this pricing supplement.
equal 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.
NOTICE TO INVESTORS: THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT
INSTRUMENTS. THE ISSUER IS NOT NECESSARILY OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THE
SECURITIES AT MATURITY, AND THE SECURITIES CAN HAVE THE FULL DOWNSIDE MARKET RISK OF THE
UNDERLYING. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN PURCHASING A DEBT
OBLIGATION OF BARCLAYS BANK PLC. YOU SHOULD NOT PURCHASE THE SECURITIES IF YOU DO NOT
UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE
SECURITIES.
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER "KEY RISKS" BEGINNING ON PAGE PS- 7 OF
THIS PRICING SUPPLEMENT AND "RISK FACTORS" BEGINNING ON PAGE S-7 OF THE PROSPECTUS SUPPLEMENT
BEFORE PURCHASING ANY SECURITIES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND
UNCERTAINTIES, COULD ADVERSELY AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR SECURITIES.
YOU MAY LOSE A SIGNIFICANT PORTION OR ALL OF YOUR PRINCIPAL AMOUNT. THE SECURITIES WILL NOT BE
LISTED ON ANY SECURITIES EXCHANGE.
NOTWITHSTANDING ANY OTHER AGREEMENTS, ARRANGEMENTS OR UNDERSTANDINGS BETWEEN BARCLAYS
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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. SEE "CONSENT TO U.K. BAIL-IN POWER"
ON PAGE PS- 4 OF THIS PRICING SUPPLEMENT.
Security Offering
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).

Underlying
Upside Gearing
Initial Underlying
Level
Downside Threshold
CUSIP/ ISIN
1,677.67, which is 60% of the
06746Y663 /
S&P 500® Index (SPX)
1.2575
2,796.11
Initial Underlying Level (rounded
to two decimal places)
US06746Y6639
See "Additional Information about Barclays Bank PLC and the Securities" on page PS-2 of this pricing
supplement. The Securities will have the terms specified in the prospectus dated March 30, 2018, the
prospectus supplement dated July 18, 2016, the index supplement dated July 18, 2016 and this pricing
supplement.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has
approved or disapproved of the Securities or determined that this pricing supplement is truthful or
complete. Any representation to the contrary is a criminal offense.
We may use this pricing supplement in the initial sale of the Securities. In addition, Barclays Capital Inc. or
any other of our affiliates may use this pricing supplement in market resale transactions in any of the
Securities after their initial sale. Unless we or our agent informs you otherwise in the confirmation of sale,
this pricing supplement is being used in a market resale transaction.
The 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.


Proceeds to Barclays
Initial Issue Price1
Underwriting Discount
Bank PLC
Per Security
$10.00
$0.35
$9.65
Total
$5,419,310
$189,675.85
$5,229,634.15




1 Our estimated value of the Securities on the Trade Date, based on our internal pricing models, is $9.480 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.
UBS Financial Services Inc.
Barclays Capital Inc.



Additional Information about Barclays Bank PLC and the Securities
You should read this pricing supplement together with the prospectus dated March 30, 2018, 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,
the terms discussed herein will control.
When you read the prospectus supplement and the index supplement, note that all references to the prospectus dated July 18,
2016, or to any sections therein, should refer instead to the accompanying prospectus dated March 30, 2018, or to the
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corresponding sections of that prospectus.
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 March 30, 2018:
http://www.sec.gov/Archives/edgar/data/312070/000119312518103150/d561709d424b3.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. As used in this pricing supplement, "we," "us" and "our" refer to Barclays Bank PLC. In this pricing
supplement, "Securities" refers to the Trigger GEARS that are offered hereby, unless the context otherwise requires.

PS-2

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 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, 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 to read the "Key Risks" beginning on page PS- 7 of this pricing supplement.

PS-3


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Consent to U.K. Bail-in Power
Notwithstanding any other agreements, arrangements or understandings between us 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.
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 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 as well as "U.K.
Bail-in Power," "Risk Factors--Risks Relating to the Securities Generally--Regulatory action in the event a
bank or investment firm in the Group is failing or likely to fail could materially adversely affect the value of
the securities" and "Risk Factors--Risks Relating to the Securities Generally--Under the terms of the
securities, you have agreed to be bound by the exercise of any U.K. Bail-in Power by the relevant U.K.
resolution authority" in the accompanying prospectus supplement.

PS-4

Investor Suitability
The Securities may be suitable for you if:

The Securities may not be suitable 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 can tolerate fluctuations in the price of the Securities

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prior to maturity that may be similar to or exceed the
You cannot tolerate fluctuations in the price of the
downside fluctuations in the level of the Underlying.
Securities prior to maturity that may be similar to or exceed

the downside fluctuations in the level of the Underlying.
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 would
composing the Underlying.
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 and able to assume the credit risk of

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

you under the Securities, including any repayment of
You are not willing or are unable to assume the credit risk of
principal.
Barclays Bank PLC, as issuer of the Securities, for all

payments due to you under the Securities, including any
repayment of principal.
The suitability considerations identified above are not exhaustive. Whether or not the Securities are a
suitable investment for you will depend on your individual circumstances, and you should reach an
investment decision only after you and your investment, legal, tax, accounting and other advisors have
carefully considered the suitability of an investment in the Securities in light of your particular
circumstances. You should also review carefully the "Key Risks" beginning on page PS- 7 of this pricing
supplement and the "Risk Factors" beginning on page S-7 of the prospectus supplement for risks related to
an investment in the Securities. For more information about the Underlying, please see the section titled
"S&P 500® Index" below.

PS-5

Final
Investment Timeline
Terms1


Trade
The Initial Underlying Level is observed, the
Issuer:
Barclays Bank PLC
Date:
Downside Threshold is determined and the
Principal
$10 per Security
Upside Gearing is set.
Amount:


Term2:
Approximately 5 years
Reference

The Final Underlying Level is observed and
S&P 500® Index (Bloomberg ticker symbol
the Underlying Return is determined on the
Asset3:
"SPX<Index>") (the "Underlying")
Final Valuation Date.
Payment at
· If the Underlying Return is positive,

Maturity (per
the Issuer will pay the principal amount plus
If the Underlying Return is positive, the
Security):
a return equal to the Underlying Return
Issuer will pay the principal amount plus a
multiplied by the Upside Gearing. Accordingly,
return equal to the Underlying Return multiplied
the payment at maturity per Security would be
by the Upside Gearing. Accordingly, the
calculated as follows:
payment at maturity per Security would be

calculated as follows:
$10 + ($10 × Underlying Return

× Upside Gearing)
$10 + ($10 × Underlying Return

× Upside Gearing)
· If the Underlying Return is zero or

negative but the Final Underlying
If the Underlying Return is zero or
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Level is greater than or equal to the
negative but the Final Underlying
Downside Threshold, the Issuer will
Level is greater than or equal to the
repay the full principal amount at maturity of
Downside Threshold, the Issuer will repay
$10 per Security.
the full principal amount at maturity of $10 per

Security.
· If the Underlying Return is negative

and the Final Underlying Level is less
Maturity
If the Underlying Return is negative
than the Downside Threshold, the
Date:
and the Final Underlying Level is less
Issuer will repay less than the full principal
than the Downside Threshold, the Issuer
amount at maturity, if anything, resulting in a
will repay less than the full principal amount at
percentage loss on your investment equal to
maturity, if anything, resulting in a percentage
the decline of the Underlying from the Trade
loss on your investment equal to the decline of
Date to the Final Valuation Date. Accordingly,
the Underlying from the Trade Date to the
the payment at maturity per Security would
Final Valuation Date. Accordingly, the payment
be calculated as follows:
at maturity per Security would be calculated as

follows:
$10 + ($10 × Underlying Return)


$10 + ($10 × Underlying Return)
If the Underlying Return is negative and

the Final Underlying Level is less than the
If the Underlying Return is negative and the
Downside Threshold, your principal is
Final Underlying Level is less than the
fully exposed to the decline in the
Downside Threshold, your principal is fully
Underlying, and you will lose a significant
exposed to the decline in the Underlying,
portion or all of the principal amount of
and you will lose a significant portion or all
the Securities at maturity. Any payment on
of the principal amount of the Securities at
the Securities, including any repayment of
maturity. Any payment on the Securities,
principal, is subject to the
including any repayment of principal, is
creditworthiness of Barclays Bank PLC
subject to the creditworthiness of Barclays
and is not guaranteed by any third party.
Bank PLC and is not guaranteed by any
Upside
1.2575
third party.
Gearing:

Underlying
Final Underlying Level ­ Initial Underlying Level
Investing in the Securities involves significant risks.
Return:
Initial Underlying Level
The Issuer will not pay any interest on the
Initial
The Closing Level of the Underlying on the
Securities. You may lose a significant portion or all
Underlying
Trade Date, as specified on the cover of this
of your principal. The Final Underlying Level is
Level:
pricing supplement
observed relative to the Downside Threshold only on
Final
The Closing Level of the Underlying on the Final
the Final Valuation Date, and the contingent
Underlying
Valuation Date
repayment of principal applies only if you hold the
Level:
Securities to maturity. Any payment on the
Downside
A percentage of the Initial Underlying Level, as
Securities, including any repayment of principal, is
Threshold:
specified on the cover of this pricing supplement
subject to the creditworthiness of Barclays Bank
PLC and is not guaranteed by any third party. If
Closing
Closing Level has the meaning set forth under
Barclays Bank PLC were to default on its payment
Level3:
"Reference Assets--Indices--Special Calculation
obligations or become subject to the exercise of any
Provisions" in the prospectus supplement.
U.K. Bail-in Power by the relevant U.K. resolution
Calculation
Barclays Bank PLC
authority, you might not receive any amounts owed
Agent:
to you under the Securities.
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
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supplement.

PS-6

Key Risks
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.

You risk losing a significant portion or all of your principal -- The Securities differ from ordinary debt securities in
that the Issuer will not necessarily pay the full principal amount of the Securities at maturity. The Issuer will repay 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 percentage loss on your investment equal 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.

Contingent repayment of principal applies only if you hold the Securities to maturity -- 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.

The Upside Gearing applies only if you hold the Securities to maturity -- 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.

The probability that the Final Underlying Level will be less than the Downside Threshold will depend on
the volatility of the Underlying -- 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.

Credit of Issuer -- 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.

You may lose some or all of your investment if any U.K. Bail-in Power is exercised by the relevant U.K.
resolution authority -- Notwithstanding any other agreements, arrangements or understandings between Barclays Bank
PLC and any holder 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
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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
be bound by the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority" in the accompanying prospectus
supplement.

Owning the Securities is not the same as owning the securities composing the Underlying -- 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.

The Underlying reflects the price return of the securities composing the Underlying, not the total return
-- 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.

No interest payments -- The Issuer will not make periodic interest payments on the Securities.

Dealer incentives -- 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

PS-7

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 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.

There may be little or no secondary market for the Securities -- The Securities will not be listed on any securities
exchange. Barclays Capital Inc. and other affiliates of Barclays Bank PLC intend to make a secondary market for the Securities
but are not required to do so, and may discontinue any such secondary market making at any time, without notice. Even if there
is a secondary market, it may not provide enough liquidity to allow you to trade or 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. The Securities are not designed to be short-term trading instruments. Accordingly, you should be able and willing
to hold your Securities to maturity.

Potentially inconsistent research, opinions or recommendations by Barclays Capital Inc., UBS Financial
Services Inc. or their respective affiliates -- Barclays Capital Inc., 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 Capital Inc., 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.

Potential Barclays Bank PLC impact on the level of the Underlying -- 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.

The Final Underlying Level is not based on the level of the Underlying at any time other than the Final
Valuation Date -- 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 has declined as of the Final Valuation Date, the payment at maturity,
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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.

Many economic and market factors will impact the value of the Securities -- 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
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.

The estimated value of your Securities is lower than the initial issue price of your Securities -- 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.

The estimated value of your Securities might be lower if such estimated value were based on the levels
at which our debt securities trade in the secondary market -- 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.

The estimated value of the Securities is based on our internal pricing models, which may prove to be
inaccurate and may be different from the pricing models of other financial institutions -- 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 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.

The estimated value of your Securities is not a prediction of the prices at which you may sell your
Securities in the secondary market, if any, and such secondary market prices, if any, will likely be lower
than the initial issue price of your Securities and may be lower than the estimated value of your
Securities -- 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.
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PS-8

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 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.

The temporary price at which we may initially buy the Securities in the secondary market and the value
we may initially use for customer account statements, if we provide any customer account statements at
all, may not be indicative of future prices of your Securities -- 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 and our affiliates may engage in various activities or make determinations that could materially
affect your Securities in various ways and create conflicts of interest -- 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.

The U.S. federal income tax consequences of an investment in the Securities are uncertain -- 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, as
described under "What Are the Tax Consequences of an Investment in the Securities?" below. If the IRS were successful in
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