Barclays PLC — Capital/Financing Update 2014

May 18, 2014

FINAL TERMS

BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

GBP 10,000,000 Warrant Linked Securities due May 2020 pursuant to the Global Structured Securities Programme (the "Tranche 1 Securities")

Issue Price: 100 per cent.

This document constitutes the final terms of the Securities (the "Final Terms") described herein for the purposes of Article 5.4 of the Prospectus Directive and is prepared in connection with the Global Structured Securities Programme established by Barclays Bank PLC (the "Issuer"). These Final Terms are supplemental to and should be read in conjunction with the GSSP Base Prospectus 5 dated 10 June 2013, as supplemented on 10 October 2013, 23 December 2013 and 4 April 2014, which constitutes a base prospectus (the "Base Prospectus") for the purpose of the Prospectus Directive. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. A summary of the individual issue of the Securities is annexed to these Final Terms.

The Prospectus available Base for viewing is at http://www.barclays.com/InvestorRelations/DebtInvestors and during normal business hours at the registered office of the Issuer and the specified office of the Issue and Paying Agent for the time being in London, and copies may be obtained from such office. Words and expressions defined in the Base Prospectus and not defined in this document shall bear the same meanings when used herein.

Barclays

Final Terms dated 16 May 2014

Part A - CONTRACTUAL TERMS

1.	a.	Series number:	NX000150532
	b.	Tranche number:	1
2.	Currency:		GBP
3.	Securities:
	a.	Aggregate Nominal Amount as at the Issue Date:
		(i) Tranche:	GBP 10,000,000
		(ii) Series:	GBP 10,000,000
	b.	Specified Denomination:	GBP 1.00
	C.	Minimum Tradable Amount:	Not Applicable
	d.	Calculation Amount:	Specified Denomination
4.	Issue Price:		100 per cent. of par
5.	Issue Date:		16 May 2014
6.		Scheduled Redemption Date:	18 May 2020
7.		Warrant linked Securities:
	(i)	Underlying Warrant(s) and Underlying Warrant Reference Asset(s):	A Warrant (an "Underlying Warrant") linked to the FTSE 100 Index and the Eurostoxx 50 Index (each an "Underlying Warrant Reference Asset") issued by Barclays Bank PLC (ISIN: GB00B8MNMD99; Number: Series NX000150533)
	(ii)	Final Valuation Date:	11 May 2020, subject as in General Condition 5 (c) (Final Redemption - Relevant Defined Terms)
	(iii)	Valuation Time:	As specified in General Condition 5 (c) (Final Redemption - Relevant Defined Terms)
8.		Form of Securities:	CRESTSecurities
			Permanent Global Security
			NGN Form: Not Applicable
			CGN Form: Not Applicable
			CDIs: Not Applicable
9.	Trade Date:		9 May 2014

Number:

(Definitions) Not Applicable

11.		Additional Business Centre(s):	Not Applicable
12.		Determination Agent:	Barclays Bank PLC
13.		Common Safekeeper:	Not Applicable
14.	a.	Names of Managers:	Barclays Bank PLC
	b.	Date of underwriting agreement:	Not Applicable

Part B - OTHER INFORMATION

$1.$ LISTING AND ADMISSION Application is expected to be made by the Issuer (or on its TO TRADING behalf) for the Securities to be listed on the Official List and admitted to trading on the Regulated Market of the London Stock Exchange on or around the Issue Date.

$\overline{2}$ . RATINGS

Ratings:

The Securities have not been individually rated.

$\overline{3}$ . INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE OFFER

Save for any fees payable to the Manager(s), save for any trading and market-making activities of the Issuer and/or its affiliates in the Underlying Warrant, the hedging activities of the Issuer and/or its affiliates and the fact that the Issuer is the Determination Agent in respect of the Securities and the determination agent in respect of the Underlying Warrant, so far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the offer.

$\mathbf{4}$ . REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

• $(i)$ Reasons for the offer: Making profit and/or hedging purposes
• Estimated net proceeds: Not Applicable $(ii)$
• Estimated total expenses: Not Applicable $(iii)$

$5₁$ PERFORMANCE OF THE UNDERLYING WARRANT AND OTHER INFORMATION CONCERNING THE UNDERLYING WARRANT

The value of the Notes will depend upon the performance of the Underlying Warrant which is:

A Warrant linked to the FTSE 100 Index and the Eurostoxx 50 Index issued by Barclays Bank PLC (ISIN: GB00B8MNMD99; Series Number: NX000150533)

The Warrant Value in respect of the Underlying Warrant will be published on each Business Day on GB00B8MNMD99=RIC.

Details of the past performance and volatility of the Underlying Warrant Reference Asset may be obtained from Reuters page .FTSE in the case of the FTSE 100 Index, and Reuters page .SX5E in the case of the Eurostoxx 50 Index. The terms and conditions of the Underlying Warrant are available on http://group.barclays.com/prospectuses-anddocumentation/structured-securities/final-terms

Index Disclaimer: FTSE® 100 Index and EUROSTOXX® 50 Index.

$6.$ OPERATIONAL INFORMATION

• $(i)$ ISIN Code: GB00B8SVW719
• Common Code: Not Applicable $(ii)$
• $(iii)$ Name(s) and address(es) of CREST any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream

Banking, société anonyme
and the relevant identification number(s):

$(iv)$ Delivery:

Delivery free of payment.

$7.$ DISTRIBUTION

	Name and address of financial intermediary/ies authorised to use the Base Prospectus ("Authorised Offeror(s)"):	Any distributors and independent financial advisors to be determined from time to time
	Offer period for which use of the Base Prospectus is authorised by the Authorised Offeror(s) ("Offer Period"):	16 May 2014 only
	Other conditions for use of this Prospectus by the Authorised Offeror(s):	The Public Offer is only made in the United Kingdom
8.	TERMS AND CONDITIONS OF THE OFFER
(i)	Offer Price:	The Issue Price
(ii)	Conditions to which the offer is subject:	The Issuer reserves the right to withdraw the offer for Securities at any time on or prior to the end of the Offer Period.
		Following withdrawal of the offer, if any application has been made by any potential investor, each such potential investor shall not be entitled to subscribe or otherwise acquire the Securities and any applications will be automatically cancelled and any purchase money will be refunded to the applicant by the Authorised Offeror in accordance with the Authorised Offeror's usual procedures.
(iii)	Description of the application process:	An offer of the Securities may be made by the Manager or the Authorised Offeror other than pursuant to Article 3(2) of the Prospectus Directive in the United Kingdom (the "Public Offer Jurisdiction") on 16 May 2014 (the "Offer Period").
		Applications for the Securities can be made in the Public Offer Jurisdiction through the Authorised Offeror during the Offer Period. The Securities will be placed into the Public Offer Jurisdiction by the Authorised Offeror. Distribution will be in accordance with the Authorised Offeror's usual procedures, notified to investors by the Authorised Offeror.
(iv)	Details of the minimum and/or maximum amount of application:	The minimum and maximum amount of application from the Authorised Offeror will be notified to investors by the Authorised Offeror.
(v)	Details of method and time limits for paying up and delivering the Securities:	Investors will be notified by the Authorised Offeror of their allocations of Securities and the settlement arrangements in respect thereof.

(vi)	Manner in and date on which results of the offer are to be made public:	Investors will be notified by the Authorised Offeror of their allocations of Securities and the settlement arrangements in respect thereof.
(vii)	Whether tranche(s) have been reserved for certain countries:	Not Applicable
(viii)	Process for notification to applicants of the amount allotted and indication	Each investor will be notified by the Authorised Offeror of its allocation of Securities at the time of such investor's application.
	whether dealing may begin before notification is made:	No dealings in the Securities may take place prior to the Issue Date.
(ix)	Amount of any expenses and taxes specifically charged to the subscriber or purchaser:	Apart from the Offer Price, the Issuer is not aware of any expenses and taxes specifically charged to the subscriber or purchaser.
		Prior to making any investment decision, investors should seek independent professional advice as they deem necessary.
(x)	Name(s) and address(es) to the extent known to the Issuer, of the placers in the various countries where the offer takes place:	Not Applicable

SUMMARY

Summaries are made up of disclosure requirements known as 'elements'. These elements are numbered in sections $A - E(A.1 - E.7)$ .

This Summary contains all the elements required to be included in a summary for these types of securities and issuer. Because some elements are not required to be addressed, there may be gaps in the numbering sequence of the elements.

Even though an element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the element. In this case a short description of the element is included in the summary after the words 'not applicable'.

	Section A - Introduction and Warnings
A.1	Introduction	This Summary should be read as an introduction to the Base Prospectus.
	and Warnings	Any decision to invest in Securities should be based on consideration of
		the Base Prospectus as a whole, including any information incorporated
		by reference, and read together with the Final Terms.
		Where a claim relating to the information contained in the Base
		Prospectus is brought before a court, the plaintiff might, under the
		national legislation of the relevant Member State of the European
		Economic Area, have to bear the costs of translating the Base Prospectus before the legal proceedings are initiated.
		No civil liability shall attach to any responsible person solely on the basis
		of this Summary, including any translation thereof, unless it is misleading,
		inaccurate or inconsistent when read together with the other parts of the
		Base Prospectus or it does not provide, when read together with the
		other parts of the Base Prospectus, key information in order to aid
		investors when considering whether to invest in the Securities.
A.2	Consent by the	The Issuer may provide its consent to the use of the Base Prospectus and
	Issuer to the use	Final Terms for subsequent resale or final placement of Securities by
	of prospectus in	financial intermediaries, provided that the subsequent resale or final
	subsequent	placement of Securities by such financial intermediaries is made during the offer period specified in the Final Terms. Such consent may be
	resale or final placement of	subject to conditions which are relevant for the use of the Base
	Securities,	Prospectus.
	indication of	General Consent: The Issuer consents to the use of the Base Prospectus
	offer period and	and the Final Terms with respect to the subsequent resale or final
	conditions to	placement of Securities (a "Public Offer") which satisfies all of the
	consent for	following conditions:
	subsequent	(a) the Public Offer is only made in the United Kingdom;
	resale or final	the Public Offer is only made on 16 May 2014 (the "Offer Period"); (b)
	placement, and	and
	warning	the Public Offer is only made by any financial intermediary which (c)
		is authorised to make such offers under the Markets in Financial
		Instruments Directive (Directive 2004/39/EC) (each an

"Authorised Offeror")
Information on the terms and conditions of an offer by any Authorised
Offeror is to be provided at the time of that offer by the Authorised
Offeror.

	Section B - Issuer
B.1	Legal and commercial name of the Issuer	The Securities are issued by Barclays Bank PLC (the "Issuer")
B.2	Domicile and legal form of the Issuer, legislation under which the Issuer operates and country of incorporation of Issuer	The Issuer is a public limited company registered in England and Wales. The Issuer was incorporated on 7 August 1925 under the Colonial Bank Act 1925 and, on 4 October 1971, was registered as a company limited by shares under the Companies Act 1948 to 1967. Pursuant to The Barclays Bank Act 1984, on 1 January 1985, the Issuer was re-registered as a public limited company.
B.4b	Known trends affecting the Issuer and industries in which the Issuer operates	The business and earnings of the Issuer and its subsidiary undertakings (together, the "Group") can be affected by the fiscal or other policies and other actions of various governmental and regulatory authorities in the UK, EU, US and elsewhere, which are all subject to change. The regulatory response to the financial crisis has led and will continue to lead to very substantial regulatory changes in the UK, EU and US and in other countries in which the Group operates. It has also (amongst other things) led to (i) a more assertive approach being demonstrated by the authorities in many jurisdictions; and (ii) enhanced capital and liquidity requirements (for example pursuant to the Capital Requirements Directive 4). Any future regulatory changes may restrict the Group's operations, mandate certain lending activity and impose other, significant compliance costs. Known trends affecting the Issuer and the industry in which the Issuer operates include: continuing political and regulatory scrutiny of the banking industry which is leading to increased or changing regulation that is likely to have a significant effect on the industry; general changes in regulatory requirements, for example, prudential rules relating to the capital adequacy framework and rules designed to promote financial stability and increase depositor protection; the US Dodd-Frank Wall Street Reform and Consumer Protection Act, which contains far reaching regulatory reform (including

		restrictions on proprietary trading and fund-related activities (the so-called "Volcker rule")); recommendations by the Independent Commission on Banking that: (i) the UK and EEA retail banking activities of a UK bank or building society should be placed in a legally distinct, operationally separate and economically independent entity (so- called 'ring-fencing'); and (ii) the loss-absorbing capacity of ring- fenced banks and UK-headquartered global systemically important banks (such as the Issuer) should be increased to levels higher than the Basel 3 proposals; investigations by the Office of Fair Trading into Visa and MasterCard credit and debit interchange rates, which may have an impact on the consumer credit industry; investigations by regulatory bodies in the UK, EU and US into submissions made by the Issuer and other panel members to the bodies that set various interbank offered rates such as the
		London Interbank Offered Rate ("LIBOR") and the Euro Interbank Offered Rate ("EURIBOR"); and changes in competition and pricing environments.
B.5	Description of	The Group is a major global financial services provider.
	group and Issuer's position within the group	The whole of the issued ordinary share capital of the Issuer is beneficially owned by Barclays PLC, which is the ultimate holding company of the Group.
B.9	Profit forecast or estimate	Not Applicable; the Issuer has chosen not to include a profit forecast or estimate.
B.10	Nature of any qualifications in audit report on historical financial information	Not Applicable; the audit report on the historical financial information contains no such qualifications.
B.12	Selected key financial information; No material adverse change and no significant change statements	Based on the Group's audited financial information for the year ended 31 December 2013, the Group had total assets of £1,312,840 million (2012: £1,488,761 million), total net loans and advances of £468,664 million (2012: £464,777 million), total deposits of £482,770 million (2012: £462,512 million), and total shareholders' equity of £63,220 million (2012: £59,923 million) (including non-controlling interests of £2,211 million (2012: £2,856 million)). The profit before tax from continuing operations of the Group for the year ended 31 December 2013 was £2,855 million (2012: £650 million) after credit impairment charges and other provisions of £3,071 million (2012: £3,340 million). The financial information in this paragraph is extracted from the audited consolidated

		financial statements of the Issuer for the year ended 31 December 2013.
		There has been no material adverse change in the prospects of the Issuer
		or the Group since 31 December 2013.
		There has been no significant change in the financial or trading position
		of the Issuer or the Group since 31 December 2013.
B.13	Recent events	On 30 October 2013, Barclays PLC announced the following estimated
	particular to the	ratios as at 30 September 2013 on a post-rights issue basis: Core Tier 1
	Issuer which are	ratio of 12.9%, estimated fully loaded CRD IV CET1 ratio of 9.6%,
	materially	estimated fully loaded CRD IV leverage ratio of 2.9% and estimated PRA
	relevant to the	Leverage Ratio of 2.6%. Barclays PLC also announced on 30 October that
	evaluation of	the execution of the plan to meet the 3% PRA Leverage Ratio by June
	Issuer's solvency	2014 is on track.
		On 6 December 2012, the Issuer announced that it had agreed to
		combine the majority of its Africa operations (the "Portfolio") with Absa
		Group Limited ("Absa"). The proposed combination is to be effected by
		way of an acquisition by Absa of the Portfolio for a consideration of
		129,540,636 Absa ordinary shares (representing a value of approximately
		£1.3 billion). As a result of the transaction, the Issuer's stake in Absa will
		increase from 55.5 per cent. to 62.3 per cent. The combination was
		completed on 31 July 2013.
		On 9 October 2012, the Issuer announced that it had agreed to acquire
		the deposits, mortgages and business assets of ING Direct UK. Under the
		terms of the transaction, which completed on 5 March 2013, the Issuer
		acquired amongst other business assets a deposit book with balances of
		approximately £11.4 billion and a mortgage book with outstanding
		balances of approximately £5.3 billion (as at 31 August 2012).
		On 22 May 2012, the Issuer announced that it had agreed to dispose of
		the Issuer's entire holding in BlackRock, Inc. ("BlackRock") pursuant to an
		underwritten public offer and a partial buy-back by BlackRock. On
		disposal, the Issuer received net proceeds of approximately US \$5.5
		billion (£3.5 billion).
B.14	Dependency of Issuer on other	The whole of the issued ordinary share capital of the Issuer is beneficially owned by Barclays PLC, which is the ultimate holding company of the
	entities within
		Group.
	the group	The financial position of the Issuer is dependent on the financial position
		of its subsidiary undertakings.
B.15	Description of	The Group is a major global financial services provider engaged in retail
	Issuer's principal	and commercial banking, credit cards, investment banking, wealth
	activities	management and investment management services with an extensive
		international presence in Europe, United States, Africa and Asia.
B.16	Description of	The whole of the issued ordinary share capital of the Issuer is beneficially
	whether the	owned by Barclays PLC, which is the ultimate holding company of the
	Issuer is directly	Issuer and its subsidiary undertakings.

	or indirectly
	owned or
	controlled and
	by whom and
	nature of such
	control
		Section C - Securities
C.1	Type and class of	Securities described in this Summary (the "Securities") are derivative
	securities being	securities and are issued as notes.
	offered	The Securities will not bear interest.
		If the Securities have not redeemed early they will redeem on the scheduled redemption date and the amount paid will be a redemption amount that is linked to the change in value of one or more specified warrants which may fluctuate up or down depending on the performance of the reference asset(s) to which they are linked.
		Securities will be cleared through a clearing system and may be held in bearer form. Certain Securities may be in dematerialised and uncertificated book-entry form. Title to cleared Securities will be determined by the books of the relevant clearing system.
		Securities will be issued in one or more series (each a "Series") and each Series may be issued in tranches (each a "Tranche") on the same or different issue dates. The Securities of each Series are intended to be interchangeable with all other Securities of that Series. Each Series will be allocated a unique Series number and an identification code. The Securities are transferable obligations of the Issuer that can be bought and sold by investors in accordance with the terms and conditions set out in the Base Prospectus as completed by the final terms document (the "Final Terms").
		Form: The Securities will be issued in dematerialised and uncertificated book- entry form.
		Identification: Series Number: NX000150532; Tranche Number: 1
		Identification Codes: ISIN Code: GB00B8SVW719
		Governing Law: The Securities will be governed by English law.
C.2	Currency	Subject to compliance with all applicable laws, regulations and directives, Securities may be issued in any currency.
		The Securities will be denominated in pounds sterling ("GBP")
C.5	Description of restrictions on free transferability of the Securities	With respect to the United States, Securities offered and sold outside the United States to non-US persons in reliance on 'Regulation S' must comply with transfer restrictions. Securities held in a clearing system will be transferred in accordance with the rules, procedures and regulations of that clearing system.

		Subject to the above, the Securities will be freely transferable.
C.8	Description of	Price: Securities will be issued at 100% of par. The minimum
	rights attached	denomination will be the calculation amount in respect of which
	to the Securities	redemption amounts will be calculated.
	and limitations	Status: Securities are direct, unsubordinated and unsecured obligations
	of those rights;	of the Issuer and rank equally among themselves.
	ranking of the	Taxation: All payments in respect of the Securities shall be made without
	Securities	withholding or deduction for or on account of any taxes imposed by the Issuer's country of incorporation (or any authority or political subdivision thereof or therein) unless such withholding or deduction is required by
		law. In the event that any such withholding or deduction is required by law, the Issuer will, save in limited circumstances, be required to pay
		additional amounts to cover the amounts so withheld or deducted.
		Additional Disruption Events: If there is a change in applicable law, a
		currency disruption, an extraordinary market disruption or a tax event
		affecting the Issuer's ability to fulfil its obligations under the Securities,
		the terms of the Securities may be adjusted and/or the Securities may be
		redeemed early, without the consent of investors.
		Consequences of a Warrant Termination Event: If there is (i) a
		cancellation or termination of one or more of the Underlying Warrant
		(other than by scheduled exercise or automatic exercise pursuant to its
		terms) or (ii) a specified early cancellation event in respect of the Underlying Warrant, the Securities shall be redeemed early.
		Events of default: If the Issuer fails to make any payment due under the
		Securities or breaches any other provision of the Securities (and, in each
		case, such failure is not remedied within 30 days) or the Issuer is subject
		to a winding-up order, the Securities will become immediately due and
		payable, upon notice being given by the holder.
		Unlawfulness: If the Issuer determines that the performance of any of its
		obligations under the Securities has become unlawful the Securities may
		be redeemed early at the option of the Issuer.
		In each case, the amount due in respect of the Calculation Amount for
		each Security will be an amount determined by the Determination Agent
		in good faith and in a commercially reasonable manner on the same basis
		as that which would have determined the amount due on final
		redemption except that the final value in respect of any Underlying
		Warrant shall be its value as of the day on which the disruption or termination event, event of default or unlawfulness, as the case may be,
		occurs.
		Meetings: The Securities contain provisions for investors to call and
		attend meetings to vote upon proposed amendments to the terms of the
		Securities or to pass a written resolution in the absence of such a
		meeting. These provisions permit defined majorities to approve certain
		amendments that will bind all holders, including holders who did not

		attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority. The issue price of the Securities is 100 per cent. of par. The denomination of each Security is GBP 1.00
C.11	Listing and admission to trading	Securities may be listed and admitted to trading on a regulated market in the United Kingdom. Application is expected to be made by the Issuer to list the Securities on the official list of the UK Listing Authority and admit the Securities to trading on the regulated market of the London Stock Exchange with effect from 16 May 2014 (the "Issue Date").
C.15	Description of how the value of the investment is affected by the value of the underlying instrument	Payments of principal are determined by Barclays Bank PLC as "Determination Agent" by reference to the change in value of a Warrant issued by Barclays Bank PLC (ISIN: GB00B8MNMD99; Series Number: NX000150533) (the "Underlying Warrant") which may fluctuate up or down depending on the performance of the FTSE 100 Index and the Eurostoxx 50 Index (each an "Underlying Warrant Reference Asset"). A decrease in the value of the Underlying Warrant which is due in turn to the performance of the Underlying Warrant Reference Assets will reduce the redemption amount payable on the Securities. The value of the Underlying Warrant will be published on each Business Day on GB00B8MNMD99=RIC. Details of the past and future performance and the volatility of the Underlying Warrant Reference Assets may be obtained from Reuters page .FTSE and .SX5E.
C.16	Expiration or maturity date of the securities	The Securities are scheduled to redeem on the scheduled redemption date. Such scheduled redemption date may be delayed if the determination of any value used to calculate an amount payable under the Securities is delayed (including where the valuation of any Underlying Warrant is delayed in accordance with its terms). The scheduled redemption date of the Securities will be 18 May 2020.
C.17	Settlement Procedure	Securities will be delivered on the specified issue date either against payment of the issue price or free of payment of the issue price of the Securities. Securities may be cleared and settled through Euroclear, Clearstream or CREST. Securities will be delivered on 16 May 2014 (the "Issue Date") free of payment of the issue price of the Securities. The Securities are cleared and settled through Euroclear/Clearstream.
C.18	Description of how the return on derivative Securities takes place	The return on, and value of, the Securities will be linked to changes in the value of the Underlying Warrant, the value of which is dependent on the performance of the Underlying Warrant Reference Assets. Interest The Securities will not bear interest. Final Redemption The Securities are scheduled to redeem on 18 May 2020 by payment by

		the Issuer of an amount in GBP for each GBP 1.00 in nominal amount of
		the Securities equal to an amount determined by the Determination
		Agent in good faith and in a commercially reasonable manner as GBP
		1.00 multiplied by an amount equal to the value of the Underlying
		Warrant on 11 May 2020, being the final valuation date, divided by the
		value of the Underlying Warrant on the 16 May 2014, being the initial
		valuation date, the final valuation date being subject to certain delay
		provisions if any relevant date for valuation is delayed in accordance with
		the terms of the Underlying Warrant.
		The greater the value of the Underlying Warrant on the final valuation
		date (as compared to the value of the Underlying Warrant on the initial
		valuation date), the greater the redemption amount payable on the
		Securities. If the value of the Underlying Warrant on the final valuation
		date falls below the value of the Underlying Warrant on the initial
		valuation date the final redemption amount will be less than the amount
		invested and could be as low as zero.
		No weighting is applied as, although the Securities relate to more than
		one Underlying Warrant, the amount payable on redemption is
		determined by reference to the sum of the values of all the relevant
		Underlying Warrant without adjustment.
		Early Redemption
		Securities may at the option of the Issuer (in the case of (i) or (ii)) or shall
		(in the case of (iii)) be redeemed earlier than the scheduled redemption
		date (i) if performance becomes unlawful, (ii) following the occurrence of
		a change in applicable law, a currency disruption event, an extraordinary market disruption or a tax event affecting the Issuer's ability to fulfil its
		obligations under the Securities) or (iii) following the occurrence of
		(a) the cancellation or termination of the Underlying Warrant (other than
		by scheduled exercise or automatic exercise pursuant to its terms) or (b)
		a specified early cancellation event in respect thereof.
C.19	Final reference	The amount payable in respect of the Securities will be calculated using
	price of	the value of the Underlying Warrant on 16 May 2014 (the initial valuation
	underlying	date) and the value of the Underlying Warrant on 11 May 2020 (the final
		valuation date).
		The value of the Underlying Warrant on the final valuation date will be
		determined by the Determination Agent taking into account the
		applicable cash or physical settlement amount (as applicable) due on
		exercise of such Underlying Warrant.
C.20	Type of	Securities issued under the Base Prospectus will be derivative securities,
	underlying	reflecting the fact that the repayment of the Securities will be linked to
		one or more underlying warrants, the value of which may fluctuate up or
		down depending on the performance of one or more specified reference
		assets.
		Amounts payable on redemption of the Securities will be determined by

		reference to the Underlying Warrant (ISIN:GB00B8MNMD99).
		Information on the Underlying Warrant can be found at
		http://group.barclays.com/prospectuses-and-
		documentation/structured-securities/final-terms.

Section D - Risks
D.2	Key information	Credit Risk: The Issuer is exposed to the risk of suffering loss if any of its
	on the key risks	customers, clients or market counterparties fails to fulfil its contractual
	that are specific	obligations. The Issuer may also suffer loss where the downgrading of an
	to the Issuer	entity's credit rating causes a fall in the value of the Issuer's investment in
		that entity's financial instruments.
		Weak or deteriorating economic conditions negatively impact these counterparty and credit-related risks. In recent times, the economic environment in the Issuer's main business markets (being Europe and the
		United States) have been marked by generally weaker than expected growth, increased unemployment, depressed housing prices, reduced business confidence, rising inflation and contracting GDP. Operations in
		the Eurozone remain affected by the ongoing sovereign debt crisis, the
		stresses being exerted on the financial system and the risk that one or more countries may exit the Euro. The current absence of a
		predetermined mechanism for a member state to exit the Euro means
		that it is not possible to predict the outcome of such an event and to
		accurately quantify the impact of such event on the Issuer's profitability,
		liquidity and capital. If some or all of these conditions persist or worsen,
		they may have a material adverse effect on the Issuer's operations,
		financial condition and prospects.
		Market risk: The Issuer may suffer financial loss if the Issuer is unable to
		adequately hedge its balance sheet. This could occur as a result of low
		market liquidity levels, or if there are unexpected or volatile changes in
		interest rates, credit spreads, commodity prices, equity prices and/or foreign exchange rates.
		Liquidity risk: The Issuer is exposed to the risk that it may be unable to
		meet its obligations as they fall due as a result of a sudden, and potentially protracted, increase in net cash outflows. These outflows
		principally through customer withdrawals, wholesale could be
		counterparties removing financing, collateral posting requirements or
		loan draw-downs.
		Capital risk: The Issuer may be unable to maintain appropriate capital
		ratios, which could lead to: (i) an inability to support business activity; (ii)
		a failure to meet regulatory requirements; and/or (iii) credit ratings downgrades. Increased regulatory capital requirements and changes to
		what constitutes capital may constrain the Issuer's planned activities and
		could increase costs and contribute to adverse impacts on the Issuer's
		earnings.

		Legal and Regulatory-related risk: Non-compliance by the Issuer with
		applicable laws, regulations and codes relevant to the financial services
		industry could lead to fines, public reprimands, damage to reputation,
		increased prudential requirements, enforced suspension of operations or,
		in extreme cases, withdrawal of authorisations to operate.
		Reputation Risk: Reputational damage reduces - directly or indirectly -
		the attractiveness of the Issuer to stakeholders and may lead to negative
		publicity, loss of revenue, litigation, regulatory or legislative action, loss
		of existing or potential client business, reduced workforce morale, and
		difficulties in recruiting talent. Sustained reputational damage could have
		a materially negative impact on the Issuer's licence to operate and the
		value of the Issuer's franchise, which in turn could negatively affect the
		Issuer's profitability and financial condition.
		Infrastructure Resilience, Technology and Cyberspace risk: The Issuer is
		exposed to risks from cyberspace to its systems. If customer or
		proprietary information held on, and/or transactions processed through these systems, is breached, there could be a materially negative impact
		on the Issuer's performance or reputation.
		Taxation risk: The Issuer may suffer losses arising from additional tax
		charges, other financial costs or reputational damage due to: failure to
		comply with or correctly assess the application of, relevant tax law;
		failure to deal with tax authorities in a timely, transparent and effective
		manner; incorrect calculation of tax estimates for reported and forecast
		tax numbers; or provision of incorrect tax advice.
D.6	Risk warning	Investors in Securities may lose up to the entire value of their
	that investors	investment: Depending on the performance of the Underlying Assets,
	may lose value	the redemption amount payable to investors (whether at maturity or
	of entire	following an early redemption) may be less than the initial purchase
	investment or	price and could be as low as zero. The investor is also exposed to the
	part of it	credit risk of the Issuer and will lose up to the entire value of their
		investment if the Issuer goes bankrupt or is otherwise unable to meet its
		payment obligations. Investors may also lose some or all of their
		investment if:
		investors sell their Securities prior to maturity in the secondary
		market at an amount that is less than the initial purchase price;
		the Securities are redeemed early for reasons beyond the control
		of the Issuer (such as following a change in applicable law, a
		currency disruption event, an extraordinary market disruption, a
		tax event affecting the Issuer's ability to fulfil its obligations
		under the Securities, a Warrant Termination Event or the
		performance of the Issuer's obligations becoming unlawful) and
		the amount paid to investors is less than the initial purchase
		price; and/or

	accordance with the terms and conditions of the Securities) with the result that the redemption amount payable to investors and/or the value of the Securities is reduced.
	Reinvestment risk / loss of yield: Following an early redemption of the
	Securities for any reason, investors may be unable to reinvest the
	redemption proceeds at an effective yield as high as the yield on the
	Securities being redeemed.
	Volatile market prices: the market value of the Securities is
	unpredictable and may be highly volatile, as it can be affected by many unpredictable factors, including: market interest and yield rates; fluctuations in currency exchange rates; exchange controls; the time remaining until the Securities mature; economic, financial, regulatory, political, terrorist, military or other events in one or more jurisdictions;
	changes in laws or regulations; the Issuer's creditworthiness or perceived creditworthiness; and the performance of the relevant Underlying $Aset(s)$ .
	Securities are not "principal protected": Upon maturity of the Securities,
	investors may lose some or all of their capital invested, depending on the performance of the Underlying Asset(s).
	Securities include embedded derivatives that are subject to adjustment:
	The securities are linked to Underlying Asset(s) which are subject to
	provisions which provide for adjustments and modifications of their
	terms and alternative means of valuation of the Underlying Asset(s) in
	certain circumstances (and which could be exercised by the Issuer in a
	manner which has an adverse effect on the market value and/or amount
	repayable in respect of the Securities).
	Risks relating to Underlying Warrant: Investors are exposed to the change in value of the Underlying Warrant(s) which may fluctuate up or down depending on the performance of the Underlying Warrant
	Reference Asset(s). The performance of the Underlying Warrant Reference Assets may be subject to fluctuations that may not correlate
	with other similar reference assets. Payments upon redemption will be calculated by the change in value of the Underlying Warrant(s) since 16
	May 2014. Any information about the past performance of the
	Underlying Warrant(s) and/or the Underlying Warrant Reference Asset(s)
	should not be taken as an indication of how prices will change in the
	future. Investors in Securities linked to Underlying Warrant should also
	note that the market value of both the Securities and the Underlying
	Warrant will be affected by the ability, and the perceived ability, of
	Barclays to fulfil its obligations under the instruments. The impact of any inability, or perceived inability, of Barclays in this regard may be greater
	in respect of the Securities as the Securities are linked to Underlying
	Warrant that are issued by Barclays and it may negatively affect both the
	value of the Underlying Warrant and the value of the Security.

Risks associated with specific Underlying Warrant Reference Asset(s):
As the Underlying Warrant Reference Assets are equity indices, the
Underlying Warrant may be subject to the risk of fluctuations in; market
interest rates; currency exchange rates; equity prices; commodity prices;
inflation; the value and volatility of the relevant equity index; and also to
economic, financial, regulatory, political, terrorist, military or other
events in one or more jurisdictions, including factors affecting capital
markets generally or the stock exchanges on which any such Underlying
Warrant may be traded. This could have an adverse effect on the value of
the Underlying Warrant which, in turn, will have an adverse effect on the
value of the Securities.
The capital invested in the Securities is at risk. Consequently, investors
may lose the value of their entire investment, or part of it.

Section E - Offer
E.2b	Reasons for offer and use of proceeds when different from making profit and/or hedging certain risks	The net proceeds from each issue of Securities will be applied by the Issuer for its general corporate purposes, which includes making a profit and/or hedging certain risks. If the Issuer elects at the time of issuance of Securities to make different or more specific use of proceeds, the Issuer will describe that use in the Final Terms.
E.3	Description of the terms and conditions of offer	The terms and conditions of any offer of Securities to the public may be determined by agreement between the Issuer and the dealer at the time of each issue. The Securities are offered subject to the following conditions: Offer Price: 100 per cent of par (the "Issue Price") Conditions to which the offer is subject: The Issuer reserves the right to withdraw the offer for Securities at any time on or prior to the end of the Offer Period. Following withdrawal of the offer, if any application has been made by any potential investor, each such potential investor shall not be entitled to subscribe or otherwise acquire the Securities and any applications will be automatically cancelled and any purchase money will be refunded to the applicant by the Authorised Offeror in accordance with the Authorised Offeror's usual procedures. Description of the application process: An offer of the Securities may be made by the Manager or the Authorised Offeror other than pursuant to Article 3(2) of the Prospectus Directive in the United Kingdom (the "Public Offer Jurisdiction") during the Offer Period. Applications for the Securities can be made in the Public Offer Jurisdiction through the Authorised Offeror during the Offer Period. The Securities will be placed into the Public Offer Jurisdiction by the

		Authorised Offeror. Distribution will be in accordance with the Authorised Offeror's usual procedures, notified to investors by the Authorised Offeror. Details of the minimum and/or maximum amount of application: The minimum and maximum amount of application from the Authorised Offeror will be notified to investors by the Authorised Offeror. Details of the method and time limits for paying up and delivering the Securities: Investors will be notified by the Authorised Offeror of their allocations of Securities and the settlement arrangements in respect thereof. Manner in and date on which results of the offer are to be made public: Investors will be notified by the Authorised Offeror of their allocations of Securities and the settlement arrangements in respect thereof. Whether tranche(s) have been reserved for certain countries: Not Applicable Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: Each investor will be notified by the Authorised Offeror of its allocation of Securities at the time of such investor's application. Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place: Not Applicable
E.4	Description of interest any material to issue/offer including conflicting interests	The relevant dealers or manager may be paid fees in relation to any issue or offer of Securities. Potential conflicts of interest may exist between the Issuer, Determination Agent, relevant dealers and/or manager or their affiliates (who may have interests in transactions in derivatives related to the Underlying Asset(s) which may, but are not intended to, adversely affect the market price, liquidity or value of the Securities) and investors. Any dealer/manager and its affiliates may be engaged, and may in the future engage, in trading and market-making activities in the Underlying Warrant and/or the Underlying Warrant Reference Asset and hedging activities with respect to the Securities. The Issuer is the Determination Agent in respect of the Securities and the determination agent in respect of the Underlying Warrant.
E.7	Estimated expenses charged to investor by issuer/offeror	The Issuer will not charge any expenses to investors in connection with any issue of Securities. Offerors may, however, charge expenses to investors. Such expenses (if any) will be determined by agreement between the offeror and the investors at the time of each issue. Not Applicable; no expenses will be charged to the investor by the issuer or the offeror.