Obligation Barclay PLC 0% ( US06747F3828 ) en USD

Barclay PLC

100 % ⇌

Royaume-Uni

US06747F3828 ( en USD )

28/02/2022 - Obligation échue

Prospectus brochure de l'obligation Barclays PLC US06747F3828 en USD 0%, échue

1 000 USD

6 297 000 USD

06747F382

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 US06747F3828, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2022

424B2 1 dp122142_424b2-2939ubs.htm FORM 424B2
Pricing Supplement dated February 25, 2020
Filed Pursuant to Rule 424(b)(2)

Registration Statement No. 333-232144
$6,297,420 Barclays Bank PLC Capped Buffer GEARS
Linked to the S&P 500® Index due February 28, 2022
Investment Description
The Capped Buffer 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 2.0, up to the Maximum Gain of 14.35%. If the Underlying Return is zero or negative but the Final Underlying Level is greater than or equal to the Downside Threshold (90%
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, resulting in a loss of 1% of principal for every 1% decline in the Underlying in excess of the Buffer of 10%. Investing
in the Securities involves significant risks. The Issuer will not pay any interest on the Securities. You may lose up to 90% of your principal. The Final
Underlying Level is observed relative to the Downside Threshold only on the Final Valuation Date, and the downside market exposure to the Underlying is
subject to the Buffer 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, Subject to Maximum Gain: At maturity, the Upside
Trade
NOTICE Date:
TO INVESTORS: THE SECURITIES February
ARE
25, 2020
SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT INSTRUMENTS. THE ISSUER IS NOT NECESSARILY
Gearing will provide leveraged exposure to any positive performance of the Underlying, up
Settlement
OBLIGATED Date:
TO REPAY THE FULL
February
PRINCIPAL
28, 2020
AMOUNT OF THE SECURITIES AT MATURITY, AND THE SECURITIES CAN HAVE DOWNSIDE MARKET RISK
to the Maximum Gain.
Final Valuation
SIMILAR TO
Date:
THE UNDERLYING, SUBJECT February
TO THE 23,

2022
BUFFER AT MATURITY. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN
Buffered Downside Market Exposure: If the Underlying Return is zero or negative
Maturity Date:
PURCHASING A DEBT OBLIGATION OF
February
BARCLAYS 28,

2022
BANK PLC. YOU SHOULD NOT PURCHASE THE SECURITIES IF YOU DO NOT UNDERSTAND OR ARE NOT
but the Final Underlying Level is greater than or equal to the Downside Threshold, the
1
The Final Valuation
COMFORTABLE WITH Date
THE and the Maturity
SIGNIFICANT Date are
RISKS subject to postponement.
INVOLVED IN
See
INVESTING "Final
IN THE SECURITIES.
Issuer will repay the principal amount at maturity. However, if the Final Underlying Level is
Terms" on page PS-6 of this pricing supplement.
less than the Downside Threshold, the Issuer will repay less than the full principal amountYOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER "KEY
at maturity, resulting in a loss of 1% of principal for every 1% decline in the Underlying in RISKS" BEGINNING ON PAGE PS-8 OF THIS PRICING SUPPLEMENT AND "RISK
excess of the Buffer. The Final Underlying Level is observed relative to the Downside
FACTORS" BEGINNING ON PAGE S-7 OF THE PROSPECTUS SUPPLEMENT
Threshold only on the Final Valuation Date, and the downside market exposure to the
BEFORE PURCHASING ANY SECURITIES. EVENTS RELATING TO ANY OF THOSE
Underlying is subject to the Buffer only if you hold the Securities to maturity. Any payment RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY AFFECT
on the Securities, including any repayment of principal, is subject to the creditworthiness THE MARKET VALUE OF, AND THE RETURN ON, YOUR SECURITIES. YOU MAY
of Barclays Bank PLC.
LOSE UP TO 90% OF YOUR PRINCIPAL AMOUNT. THE SECURITIES WILL NOT BE
LISTED ON ANY SECURITIES EXCHANGE.
NOTWITHSTANDING ANY OTHER AGREEMENTS, ARRANGEMENTS OR UNDERSTANDINGS BETWEEN BARCLAYS BANK PLC AND ANY HOLDER OR BENEFICIAL
OWNER OF THE SECURITIES, BY ACQUIRING THE SECURITIES, EACH HOLDER AND BENEFICIAL OWNER 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 Capped Buffer GEARS linked to the S&P 500® Index. The return on the Securities is subject to the predetermined Maximum Gain and the corresponding maximum payment at
maturity per Security. 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
Maximum
Maximum Payment at
Upside
Initial Underlying
Gain
Maturity per Security
Gearing
Level
Downside Threshold
Buffer
CUSIP/ ISIN
S&P 500® Index
14.35%
$11.435
2.0
3,128.21
2,815.39, which is 90% of the Initial Underlying
(SPX)
Level (rounded to two decimal places)
10%
06747F382 /
US06747F3828
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 August 1, 2019, the prospectus supplement dated August 1, 2019, the underlying supplement dated August 1, 2019 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.

Initial Issue Price1
Underwriting Discount
Proceeds to Barclays Bank PLC
Per Security
$10.00
$0.20
$9.80
Total
$6,297,420.00
$125,948.40
$6,171,471.60
1 Our estimated value of the Securities on the Trade Date, based on our internal pricing models, is $9.711 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 August 1, 2019, as supplemented by the prospectus supplement dated August 1, 2019 relating to our Global Medium-
Term Notes, Series A, of which these Securities are a part, and the underlying supplement dated August 1, 2019. 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 under "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 set forth in this pricing supplement differ from those set forth in the prospectus, prospectus supplement or underlying supplement, the terms set forth 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):
https://www.sec.gov/Archives/edgar/data/312070/000095010320003547/dp122142_424b2-2939ubs.htm[2/27/2020 4:06:52 PM]

Prospectus dated August 1, 2019:
http://www.sec.gov/Archives/edgar/data/312070/000119312519210880/d756086d424b3.htm

Prospectus supplement dated August 1, 2019:
http://www.sec.gov/Archives/edgar/data/312070/000095010319010190/dp110493_424b2-prosupp.htm

Underlying supplement dated August 1, 2019:
http://www.sec.gov/Archives/edgar/data/312070/000095010319010191/dp110497_424b2-underlying.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 Capped Buffer 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 six 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-8 of this pricing supplement.

PS-3

Consent to U.K. Bail-in Power
Notwithstanding any other agreements, arrangements or understandings between us and any holder or beneficial owner of the Securities, by acquiring the
Securities, each holder and beneficial owner 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 a
European Economic Area ("EEA") or third country institution or investment firm, that the relevant EEA or third country relevant authority is satisfied that the resolution conditions are met in 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 or beneficial owner 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 and beneficial owner of the Securities further
acknowledges and agrees that the rights of the holders or beneficial owners 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 or beneficial owners 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 the Securities, including the
You do not fully understand the risks inherent in an investment in the Securities, including
risk of loss of up to 90% of your initial investment.
the risk of loss of up to 90% of your initial investment.
You can tolerate a loss of up to 90% of your initial investment, and you are willing to
You cannot tolerate the loss of up to 90% of your initial investment, or you are not willing
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make an investment that may have downside market risk similar to the Underlying,
to make an investment that may have downside market risk similar to the Underlying,
subject to the Buffer at maturity.
subject to the Buffer at maturity.
You believe the Underlying will appreciate over the term of the Securities and that any
You believe the Underlying will depreciate over the term of the Securities and the Final
such appreciation is unlikely to exceed the Maximum Gain.
Underlying Level is likely to be less than the Downside Threshold, or you believe the
Underlying will appreciate over the term of the Securities by more than the Maximum
You understand and accept that your potential return is limited by the Maximum Gain,
and you are willing to invest in the Securities based on the Maximum Gain specified on
Gain.
the cover of this pricing supplement.
You seek an investment that has unlimited return potential without a cap on appreciation,
or you are unwilling to invest in the Securities based on the Maximum Gain specified on
You can tolerate fluctuations in the price of the Securities prior to maturity that may be
similar to or exceed the downside fluctuations in the level of the Underlying.
the cover of this pricing supplement.
You cannot tolerate fluctuations in the price of the Securities prior to maturity that may be
You do not seek current income from this investment, and you are willing to forgo any
dividends paid on the securities composing the Underlying.
similar to or exceed the downside fluctuations in the level of the Underlying.
You seek current income from this investment, or you would prefer to receive any
You are willing and able to hold the Securities to maturity and accept that there may be
little or no secondary market for the Securities.
dividends paid on the securities composing the Underlying.
You are unable or unwilling to hold the Securities to maturity, or you seek an investment
You understand and are willing to accept the risks associated with the Underlying.
for which there will be an active secondary market.
You are willing and able to assume the credit risk of Barclays Bank PLC, as issuer of the
Securities, for all payments under the Securities and understand that if Barclays Bank
You do not understand or are not willing to accept the risks associated with the
PLC were to default on its payment obligations or become subject to the exercise of any
Underlying.
U.K. Bail-in Power, you might not receive any amounts due to you under the Securities,
You prefer the lower risk, and therefore accept the potentially lower returns, of fixed
including any repayment of principal.
income investments with comparable maturities and credit ratings that bear interest at a
prevailing market rate.
You are not willing or are unable to assume the credit risk of 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-8 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 Terms1
Investment Timeline
1
Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to them in the prospectus supplement.
Issuer:
Barclays Bank PLC
2
Trade
The Final Date:
Valuation DateThe Initial
may be Underlying
postponed if Level
the is observed,
Final
the
Valuation
Downside
Date is not a Threshold
scheduled is
trading day or if a market disruption event occurs on the Final Valuation Date as described under
"Reference
determined and
Assets--Indices--Market
the Maximum
Disruption Events Gain
for is set.
Securities with an Index of Equity Securities as a Reference Asset" in the accompanying prospectus supplement. In addition, the
Principal Amount:
$10 per Security
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.
Term2:
Approximately 2 years
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 index or, if no successor index 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
Reference Asset3:
S&P 500® Index (Bloomberg ticker symbol "SPX<Index>") (the

The Final Underlying Level is observed and the Underlying Return is
event of certain changes in or modifications to the
"Underlying")
determined on the Final Valuation Date.

Payment at Maturity
·
If the Underlying Return is positive, the Issuer will pay
If the Underlying Return is positive, the Issuer will pay the
(per Security):
the principal amount plus a return equal to the Underlying Return
principal amount plus a return equal to the Underlying Return
multiplied by the Upside Gearing, but no more than the Maximum
multiplied by the Upside Gearing, but no more than the Maximum
Gain. Accordingly, the payment at maturity per Security would be
Gain. Accordingly, the payment at maturity per Security would be
calculated as follows:
calculated as follows:

$10 + ($10 × the lesser of (a) Underlying Return × Upside
$10 + ($10 × the lesser of (a) Underlying Return × Upside Gearing
Gearing and (b) the Maximum Gain)
and (b) the Maximum Gain)

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

Maturity Date:
If the Underlying Return is negative and the Final
·
If the Underlying Return is negative and the Final
Underlying Level is less than the Downside Threshold,
Underlying Level is less than the Downside
the Issuer will repay less than the full principal amount at maturity,
Threshold, the Issuer will repay less than the full principal
resulting in a loss of 1% of principal for every 1% decline in the
amount at maturity, resulting in a loss of 1% of principal for every
Underlying in excess of the Buffer. Accordingly, the payment at
1% decline in the Underlying in excess of the Buffer. Accordingly,
maturity per Security would be calculated as follows:
the payment at maturity per Security would be calculated as

follows:
$10 + [$10 × (Underlying Return + Buffer)]

$10 + [$10 × (Underlying Return + Buffer)]
If the Underlying Return is negative and the Final Underlying

Level is less than the Downside Threshold, your principal is
If the Underlying Return is negative and the Final Underlying
fully exposed to the decline in the Underlying in excess of the
Level is less than the Downside Threshold, your principal is
Buffer, and you will lose up to 90% of the principal amount of
fully exposed to the decline in the Underlying in excess of
the Securities at maturity. Any payment on the Securities,
the Buffer, and you will lose up to 90% of the principal
including any repayment of principal, is subject to the
amount of the Securities at maturity. Any payment on the
creditworthiness of Barclays Bank PLC and is not guaranteed
Securities, including any repayment of principal, is subject to
by any third party.
the creditworthiness of Barclays Bank PLC and is not
guaranteed by any third party.
Investing in the Securities involves significant risks. The Issuer will not pay
any interest on the Securities. You may lose up to 90% of your principal. The
Upside Gearing:
2.0
Final Underlying Level is observed relative to the Downside Threshold only on
the Final Valuation Date, and the downside market exposure to the
Maximum Gain:
14.35%
Underlying is subject to the Buffer only if you hold the Securities to maturity.
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Any payment on the Securities, including any repayment of principal, is
Underlying Return:
Final Underlying Level Initial Underlying Level
subject to the creditworthiness of Barclays Bank PLC and is not guaranteed
Initial Underlying Level
by any third party. If Barclays Bank PLC were to default on its payment
Initial Underlying
The Closing Level of the Underlying on the Trade Date, as specified
obligations or become subject to the exercise of any U.K. Bail-in Power by the
Level:
on the cover of this pricing supplement
relevant U.K. resolution authority, you might not receive any amounts owed
to you under the Securities.
Final Underlying
The Closing Level of the Underlying on the Final Valuation Date
PS-6
Level:

Downside Threshold: A percentage of the Initial Underlying Level, as specified on the cover Underlying. For more information, see "Reference Assets--Indices--Adjustments Relating to
of this pricing supplement
Securities with an Index as a Reference Asset" in the accompanying prospectus supplement.
Buffer:
10%

PS-7
Closing Level3:
Closing Level has the meaning set forth under "Reference Assets--
Indices--Special Calculation Provisions" in the prospectus

supplement.
Key Risks
Calculation Agent:
Barclays Bank PLC
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 not purchase the Securities unless
you understand and can bear the risks of investing in the Securities.

You risk losing up to 90% 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 decline in the Underlying in excess of the Buffer and the Issuer will repay less
than the full principal amount of the Securities at maturity, resulting in a loss of 1% of principal for every 1% decline in the Underlying in excess of the Buffer. Accordingly, you may lose up to
90% of your principal.

Buffered downside market exposure 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 and does not exceed
the Maximum Gain. You can receive the full benefit of the Upside Gearing, subject to the Maximum Gain, only if you hold your Securities to maturity.

Your maximum return on the Securities is limited by the Maximum Gain -- If the Final Underlying Level is greater than the Initial Underlying Level, for each Security, the
Issuer will pay you at maturity $10 plus an additional amount that will not exceed a predetermined percentage of the principal amount, regardless of the appreciation of the Underlying, which
may be significant. We refer to this percentage as the Maximum Gain. Therefore, you will not benefit from any positive Underlying Return in excess of an amount that, when multiplied by the
Upside Gearing, exceeds the Maximum Gain, and your return on the Securities may be less than the return on a direct investment in the Underlying or its underlying components.

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 up to 90% 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 up to 90% 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 or beneficial owner of the Securities, by acquiring the Securities, each holder and beneficial owner
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 and beneficial owners 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 and beneficial owners 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 senior debt securities 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.

PS-8

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.

Adjustments to the Underlying could adversely affect the value of the Securities -- The sponsor of the Underlying may add, delete, substitute or adjust the securities
composing the Underlying or make other methodological changes to the Underlying that could affect its performance. The Calculation Agent will calculate the value to be used as the Closing
Level of the Underlying in the event of certain material changes in or modifications to the Underlying. In addition, the sponsor of the Underlying may also discontinue or suspend calculation
or publication of the Underlying at any time. Under these circumstances, the Calculation Agent may select a successor index that the Calculation Agent determines to be comparable to the
Underlying or, if no successor index is available, the Calculation Agent will determine the value to be used as the Closing Level of the Underlying. Any of these actions could adversely affect
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the value of the Underlying and, consequently, the value of the Securities. See "Reference Assets--Indices--Adjustments Relating to Securities with an Index as a Reference Asset" in the
accompanying prospectus supplement.

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 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, 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

PS-9

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. 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
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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

PS-10

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 index or, if no successor index 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 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, in 2007 the 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. holder, "--Tax Consequences to Non-U.S. Holders," and consult your tax advisor regarding the U.S. federal tax consequences of an investment in the Securities
(including possible alternative treatments and the issues presented by the 2007 notice), as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

PS-11

Hypothetical Examples and Return Table of the Securities at Maturity

Hypothetical terms only. Actual terms may vary. See the cover page for actual offering terms.

The examples and table below illustrate the payment at maturity for a $10 principal amount Security on a hypothetical offering of Securities under various scenarios, with the assumptions set
forth below.* You should not take these examples or the table below as an indication or assurance of the expected performance of the Securities. The examples and table below do not take into
account any tax consequences from investing in the Securities. Numbers appearing in the examples and table below have been rounded for ease of analysis.

Term:
Approximately 2 years
Hypothetical Initial Underlying Level:
100.00
Upside Gearing:
2.0
Maximum Gain:
14.35%
Hypothetical Downside Threshold:
90.00 (90% of the hypothetical Initial Underlying Level)
Buffer:
10%
* Terms used for purposes of these hypothetical examples do not represent the actual Initial Underlying Level, Downside Threshold or Final Underlying Level. The hypothetical Initial Underlying
Level of 100.00 has been chosen for illustrative purposes only and does not represent the actual Initial Underlying Level. The actual Initial Underlying Level and Downside Threshold are set
forth on the cover of this pricing supplement, and the actual Final Underlying Level will be the Closing Level of the Underlying on the Final Valuation Date. For historical Closing Levels of the
Underlying, please see the historical information set forth under the section titled "S&P 500® Index" below. We cannot predict the Closing Level of the Underlying on any day during the term
of the Securities, including on the Final Valuation Date.

Underlying
Payment
Total Return on Securities
Final Underlying Level
Return
at Maturity
at Maturity1
180.00
80.00%
$11.435
14.35%
170.00
70.00%
$11.435
14.35%
160.00
60.00%
$11.435
14.35%
150.00
50.00%
$11.435
14.35%
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140.00
40.00%
$11.435
14.35%
130.00
30.00%
$11.435
14.35%
120.00
20.00%
$11.435
14.35%
110.00
10.00%
$11.435
14.35%
107.18
7.18%
$11.435
14.35%
105.00
5.00%
$11.000
10.00%
102.50
2.50%
$10.500
5.00%
101.00
1.00%
$10.200
2.00%
100.00
0.00%
$10.000
0.00%
95.00
-5.00%
$10.000
0.00%
90.00
-10.00%
$10.000
0.00%
80.00
-20.00%
$9.000
-10.00%
70.00
-30.00%
$8.000
-20.00%
60.00
-40.00%
$7.000
-30.00%
50.00
-50.00%
$6.000
-40.00%
40.00
-60.00%
$5.000
-50.00%
30.00
-70.00%
$4.000
-60.00%
20.00
-80.00%
$3.000
-70.00%
10.00
-90.00%
$2.000
-80.00%
0.00
-100.00%
$1.000
-90.00%
1
The "total return" is the number, expressed as a percentage, that results from comparing the payment at maturity per Security to the purchase price of $10 per Security.
PS-12

Example 1 -- The Closing Level of the Underlying increases 2.50% from the Initial Underlying Level of 100.00 to a Final Underlying Level of 102.50, resulting in an Underlying Return of
2.50%.
Because the Underlying Return of 2.50% is positive and such Underlying Return multiplied by the Upside Gearing of 2.0 is less than the Maximum Gain of 14.35%, the Issuer will pay a payment
at maturity calculated as follows per Security:

$10 + ($10 × the lesser of (a) Underlying Return × Upside Gearing and (b) the Maximum Gain)

$10 + ($10 × 2.50% × 2.0) = $10 + $0.50 = $10.500

The payment at maturity of $10.500 per Security represents a total return on the Securities of 5.00%.
Example 2 -- The Closing Level of the Underlying increases 20.00% from the Initial Underlying Level of 100.00 to a Final Underlying Level of 120.00, resulting in an Underlying Return of
20.00%.
Because the Underlying Return of 20.00% is positive and such Underlying Return multiplied by the Upside Gearing of 2.0 is greater than the Maximum Gain of 14.35%, the Issuer will pay a
payment at maturity calculated as follows per Security:

$10 + ($10 × the lesser of (a) Underlying Return × Upside Gearing and (b) the Maximum Gain)

$10 + ($10 × 14.35%) = $10 + $1.435 = $11.435

The payment at maturity of $11.435 per Security, which is the maximum payment on the Securities, represents a total return on the Securities equal to the Maximum Gain of 14.35%.
Example 3 -- The Closing Level of the Underlying decreases 10.00% from the Initial Underlying Level of 100.00 to a Final Underlying Level of 90.00, resulting in an Underlying Return of -
10.00%.
Because the Underlying Return is negative but the Final Underlying Level is greater than or equal to the Downside Threshold, the Issuer will repay the full principal amount at maturity of $10.000
per Security.
The payment at maturity of $10.000 per Security represents a total return on the Securities of 0.00%.
Example 4 -- The Closing Level of the Underlying decreases 60.00% from the Initial Underlying Level of 100.00 to a Final Underlying Level of 40.00, resulting in an Underlying Return of -
60.00%.
Because the Underlying Return is negative and the Final Underlying Level is less than the Downside Threshold, the Issuer will pay a payment at maturity calculated as follows per Security:

$10 + [$10 × (Underlying Return + 10%)]

$10 + [$10 × (-60.00% + 10%)] = $10 + -$5 = $5.000

The payment at maturity of $5.000 per Security represents a loss on the Securities of 50.00%, which reflects the Underlying Return of -60.00% plus the Buffer of 10%.
If the Underlying Return is negative and the Final Underlying Level is less than the Downside Threshold, at maturity the Issuer will repay less than the full
principal amount, resulting in a loss of 1% of principal for every 1% decline in the Underlying in excess of the Buffer. Investors could lose up to 90% of their
principal amount.

PS-13

What Are the Tax Consequences of an Investment in the Securities?
You should review carefully the sections 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. holder, "--Tax Consequences to Non-U.S. Holders," in the accompanying prospectus supplement. The following discussion, when read in combination with
those sections, constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of the
Securities. The following discussion supersedes the discussion in the accompanying prospectus supplement to the extent it is inconsistent therewith.
Based on current market conditions, in the opinion of our special tax counsel, it is reasonable to treat the Securities for U.S. federal income tax purposes as prepaid forward contracts with
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respect to the Underlying. Assuming this treatment is respected, upon a sale or exchange of the Securities (including redemption at maturity), you should recognize capital gain or loss equal to
the difference between the amount realized on the sale or exchange and your tax basis in the Securities, which should equal the amount you paid to acquire the Securities. This gain or loss on
your Securities should be treated as long-term capital gain or loss if you hold your Securities for more than a year, whether or not you are an initial purchaser of Securities at the original issue
price. However, the IRS or a court may not respect this treatment, in which case the timing and character of any income or loss on the Securities could be materially and adversely affected. In
addition, in 2007 the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of "prepaid forward contracts" and similar
instruments. The notice focuses in particular on whether to require investors in these instruments to accrue income over the term of their investment. It also asks for comments on a number of
related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as the nature of the underlying property to which the instruments are
linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be
subject to the "constructive ownership" regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. While
the notice requests comments on appropriate transition rules and effective dates, 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 consult your tax advisor regarding the U.S. federal income tax consequences
of an investment in the Securities, including possible alternative treatments and the issues presented by this notice.
Non-U.S. Holders. Insofar as we have responsibility as a withholding agent, we do not intend to treat payments on the Securities to non-U.S. holders (as defined in the accompanying prospectus
supplement) as subject to U.S. withholding tax. However, non-U.S. holders should in any event expect to be required to provide appropriate Forms W-8 or other documentation in order to
establish an exemption from backup withholding, as described under the heading "--Information Reporting and Backup Withholding" in the accompanying prospectus supplement. If any
withholding is required, we will not be required to pay any additional amounts with respect to amounts withheld.
Treasury regulations under Section 871(m) generally impose a withholding tax on certain "dividend equivalents" under certain "equity linked instruments." A recent IRS notice excludes from the
scope of Section 871(m) instruments issued prior to January 1, 2023 that do not have a "delta of one" with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an "Underlying Security"). Based on our determination that the Securities do not have a "delta of one" within the meaning of the regulations, our special tax counsel is
of the opinion that these regulations should not apply to the Securities with regard to non-U.S. holders. Our determination is not binding on the IRS, and the IRS may disagree with this
determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you enter into other transactions with respect to an Underlying
Security. You should consult your tax advisor regarding the potential application of Section 871(m) to the Securities.

PS-14

S&P 500® Index
The Underlying consists of stocks of 500 companies selected to provide a performance benchmark for the U.S. equity markets. For more information about the Underlying, see "Indices--The S&P
U.S. Indices" in the accompanying underlying supplement.
Historical Information
The following graph sets forth the historical performance of the Underlying from January 2, 2008 through February 25, 2020, based on the daily Closing Levels of the Underlying. The Closing
Level of the Underlying on February 25, 2020 was 3,128.21. The dotted line represents the Downside Threshold of 2,815.39, which is equal to 90% of the Initial Underlying Level.

We obtained the Closing Levels of the Underlying from Bloomberg Professional® service, without independent verification. Historical performance of the Underlying should not be taken as an
indication of future performance. Future performance of the Underlying may differ significantly from historical performance, and no assurance can be given as to the Closing Level of the
Underlying during the term of the Securities, including on the Final Valuation Date. We cannot give you assurance that the performance of the Underlying will not result in a loss on your initial
investment.

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

PS-15

Supplemental Plan of Distribution
We have agreed to sell to Barclays Capital Inc. and UBS Financial Services Inc., together the "Agents," and the Agents have agreed to purchase, all of the Securities at the initial issue price less
the underwriting discount indicated on the cover of this pricing supplement. UBS Financial Services Inc. may allow a concession not in excess of the underwriting discount set forth on the cover
of this pricing supplement to its affiliates.
We or our affiliates have entered or will enter into swap agreements or related hedge transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the
Securities and the Agents and/or an affiliate may earn additional income as a result of payments pursuant to the swap, or related hedge transactions.
We have agreed to indemnify the Agents against liabilities, including certain liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Agents may be required
to make relating to these liabilities as described in the prospectus and the prospectus supplement. We have agreed that UBS Financial Services Inc. may sell all or a part of the Securities that it
purchases from us to its affiliates at the price that is indicated on the cover of this pricing supplement.

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Validity of the Securities
In the opinion of Davis Polk & Wardwell LLP, as special United States products counsel to Barclays Bank PLC, when the Securities offered by this pricing supplement have been executed and
issued by Barclays Bank PLC and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such Securities will be valid and binding
obligations of Barclays Bank PLC, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, concepts of
reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith) and possible judicial or regulatory actions
giving effect to governmental actions or foreign laws affecting creditors' rights, provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or
similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the laws of the State of New York. Insofar as this opinion
involves matters governed by English law, Davis Polk & Wardwell LLP has relied, with Barclays Bank PLC's permission, on the opinion of Davis Polk & Wardwell London LLP, dated as of June
14, 2019, filed as an exhibit to a report on Form 6-K by Barclays Bank PLC on June 14, 2019, and this opinion is subject to the same assumptions, qualifications and limitations as set forth in
such opinion of Davis Polk & Wardwell London LLP. In addition, this opinion is subject to customary assumptions about the trustee's authorization, execution and delivery of the indenture and its
authentication of the Securities and the validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in the letter of Davis Polk & Wardwell LLP, dated June
14, 2019, which has been filed as an exhibit to the report on Form 6-K referred to above.

PS-16
https://www.sec.gov/Archives/edgar/data/312070/000095010320003547/dp122142_424b2-2939ubs.htm[2/27/2020 4:06:52 PM]

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