Barclays PLC — Capital/Financing Update 2010

Sep 2, 2010

BARCLAYS BANK PLC (Incorporated with limited liability in England and Wales)

BARCLAYS CAPITAL (CAYMAN) LIMITED

(Incorporated as an exempted company with limited liability in the Cayman Islands) (Guaranteed by Barclays Bank PLC)

Programme for the issuance of Structured Investment Management Plan Linked to Equity (S.I.M.P.L.E.) Notes

Issue by Barclays Bank PLC of £ 2,000,000 Zero Coupon Notes due October 2013

Series S1021

Issue Price: 100.00% of par

The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer of the Notes may only do so:

• in circumstances in which no obligation arises for the Bank or the Dealer to publish a $(i)$ prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or
• $(ii)$ in the Public Offer Jurisdiction mentioned in Paragraph 38 of the Final Terms relating to the Notes set out in Part A below, provided such person is one of the persons mentioned in Paragraph 38 of the Final Terms relating to the Notes set out in Part A below and that such offer is made during the Offer Period specified for such purpose therein.

Neither the Bank nor the Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus (the "Base Prospectus") dated 30 March 2010, as supplemented and amended, which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on Barclays Bank PLC (the "Bank") and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at the registered office of the Bank (1 Churchill Place, London E14 5HP) and at the specified office of the Principal Notes Agent (One Canada Square, London E14 5AL) and copies may be obtained from those offices.

Barclays Capital

The Bank accepts responsibility for the information contained in these Final Terms.

Each investor (a "Noteholder") by purchasing the Notes shall be deemed to have made its own independent investigations and assessment of (i) the Notes, (ii) the Warrants into which the Notes may be exchanged (the "Warrants"), (iii) the Preference Shares for which the Warrants are exercisable (the "Preference Shares" and, together with the Notes and the Warrants, the "Securities") and (iv) the commodity, equity, FX rate, index, inflation, a basket comprising a range or a combination of asset classes or other underlying asset(s) to which the return on the Securities is linked (the "Underlying") and the performance of the Underlying Furthermore, neither the Bank nor Barclays Capital (Cayman) Limited ("BCCL") is, and nor shall either of them be deemed to be, giving any assurances regarding the prospects or performance of the Underlying.

Each investor by purchasing the Notes shall be deemed to acknowledge its understanding and acceptance on the date on which it purchases the Notes and so becomes a Noteholder that (a) it is acting for its own account and it has made its own independent decision to purchase the Notes or a direct or indirect interest (including by way of participation) in the Notes and as to whether such a holding is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary; (b) it is not relying on any communication (written or oral) of the Bank or any affiliate thereof as investment advice or as a recommendation to purchase the Notes or a direct or indirect interest (including by way of participation) in the Notes; (c) it is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of holding the Notes and, if exchanged, the Warrants and, if exercised, the Preference Shares or a direct or indirect interest (including by way of participation) in the same; and (d) neither the Bank nor any affiliate thereof is acting as a fiduciary for or an adviser to it in respect of the Securities. Each Noteholder, by purchasing the Notes, acknowledges that it has read and understood the Base Prospectus, including without limitation the risk factors set out in it.

The distribution of this document and the offer of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Final Terms may come are required by the Bank to inform themselves about and to observe any such restrictions. Details of selling restrictions for various jurisdictions are set out in "Subscription and Sale" in the Base Prospectus. In particular, the Securities have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act") and are subject to U.S. tax law requirements. Trading in such securities has not been approved by the US Commodity Futures Trading Commission under the US Commodity Exchange Act. Subject to certain exceptions, the Securities may not at any time be offered, sold or delivered in the United States or to U.S. persons, nor may any U.S. persons at any time trade or maintain a position in such securities.

Disclaimers:

iShares disclaimer:

iShares is a registered mark of BlackRock Institutional Trust Company, N.A. ("BTC"). BTC has licensed certain trademarks and trade names of BlackRock to Barclays Bank PLC. The product is not sponsored, endorsed, sold, or promoted by BTC or any of its affiliates (collectively "BlackRock"). BlackRock makes no representations or warranties to the owners of the Securities or any member of the public regarding the advisability of investing in the product. BlackRock has no obligation or liability in connection with the operation, marketing, trading or sale of the product

Hang Seng Index disclaimer:

The Hang Seng and the Hang Seng Enterprise (the "Indexes") is/are published and compiled by Hang Seng Indexes Company Limited pursuant to a licence from Hang Seng Data Services Limited. The mark(s) and name(s) Hang Seng and the Hang Seng Enterprise are proprietary to Hang Seng Data Services Limited. Hang Seng Indexes Company Limited and Hang Seng Data Services Limited have agreed to the use of, and reference to, the Index(es) by Barclays Bank PLC in connection with the Securities (the "Product"), BUT NEITHER HANG SENG INDEXES COMPANY LIMITED NOR HANG SENG DATA SERVICES LIMITED WARRANTS OR REPRESENTS OR GUARANTEES TO ANY BROKER OR HOLDER OF THE PRODUCT OR ANY OTHER PERSON (i) THE ACCURACY OR COMPLETENESS OF ANY OF THE INDEX(ES) AND ITS COMPUTATION OR ANY INFORMATION RELATED THERETO; OR (ii) THE FITNESS OR SUITABILITY FOR ANY PURPOSE OF ANY OF THE INDEX(ES) OR ANY COMPONENT OR DATA COMPRISED IN IT; OR (iii) THE RESULTS WHICH MAY BE OBTAINED BY ANY PERSON FROM THE USE OF ANY OF THE INDEX(ES) OR ANY COMPONENT OR DATA COMPRISED IN IT FOR ANY PURPOSE, AND NO WARRANTY OR REPRESENTATION OR GUARANTEE OF ANY KIND WHATSOEVER RELATING TO ANY OF THE INDEX(ES) IS GIVEN OR MAY BE IMPLIED. The process and basis of computation and compilation of any of the Index(es) and any of the related formula or formulae, constituent stocks and factors may at any time be changed or altered by Hang Seng Indexes Company Limited without notice. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO RESPONSIBILITY OR LIABILITY IS ACCEPTED BY HANG SENG INDEXES COMPANY LIMITED OR HANG SENG DATA SERVICES LIMITED (i) IN RESPECT OF THE USE OF AND/OR REFERENCE TO ANY OF THE INDEX(ES) BY Barclays Capital PLC IN CONNECTION WITH THE PRODUCT; OR (ii) FOR ANY INACCURACIES, OMISSIONS, MISTAKES OR ERRORS OF HANG SENG INDEXES COMPANY LIMITED IN THE COMPUTATION OF ANY OF THE INDEX(ES): OR (iii) FOR ANY INACCURACIES, OMISSIONS, MISTAKES, ERRORS OR INCOMPLETENESS OF ANY INFORMATION USED IN CONNECTION WITH THE COMPUTATION OF ANY OF THE INDEX(ES) WHICH IS SUPPLIED BY ANY OTHER PERSON; OR (iv) FOR ANY ECONOMIC OR OTHER LOSS WHICH MAY BE DIRECTLY OR INDIRECTLY SUSTAINED BY ANY BROKER OR HOLDER OF THE PRODUCT OR ANY OTHER PERSON DEALING WITH THE PRODUCT AS A RESULT OF ANY OF THE AFORESAID, AND NO CLAIMS, ACTIONS OR LEGAL PROCEEDINGS MAY BE BROUGHT AGAINST HANG SENG INDEXES COMPANY LIMITED AND/OR HANG SENG DATA SERVICES LIMITED in connection with the Product in any manner whatsoever by any broker, holder or other person dealing with the Product. Any broker, holder or other person dealing with the Product does so therefore in full knowledge of this disclaimer and can place no reliance whatsoever on Hang Seng Indexes Company Limited and Hang Seng Data Services Limited. For the avoidance of doubt, this disclaimer does not create any contractual or quasi-contractual relationship between any broker, holder or other person and Hang Seng Indexes Company Limited and/or Hang Seng Data Services Limited and must not be construed to have created such relationship.

FINAL TERMS

PARTA

FINAL TERMS RELATING TO THE NOTES

Parties
Note Issuer:			Barclays Bank PLC
Dealer and Stabilising Manager:			Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 5BB
		Note Determination Agent:	Barclays Capital Securities Limited
		Provisions relating to the Notes
1.		Title of the Notes:	£ 2,000,000 Zero Coupon Notes due October 2013
2.	(a)	Series:	S 1021
	(b)	Tranche:	$\mathbf{1}$
3.		Specified Currency:	Pounds Sterling ("£")
4.	the Notes:	Aggregate principal amount of
	(a)	Series:	£ 2,000,000
	(b)	Tranche:	£ 2,000,000
5.	Denomination and number of £1.00 (2,000,000 Notes) Notes:
6.	Form of Note:		Temporary Global Note exchangeable for a Permanent Global Note
7.		Note Trade Date:	19 August 2010
8.		Note Issue Date:	21 October 2010
9.		Note Issue Price:	100 per cent. of par
10.	following The Relevant Annexe(s) shall apply to the Notes: applicable (specify each Relevant Annex):		Not Applicable
		Provisions relating to interest (if any) payable on the Note
11.	Interest:		Applicable

Calculation Amount: $(a)$ £ 1.00

(b) Interest Amount:	N/A
-------------------------	-----

(c)	Interest Basis:		Zero Coupon (further particulars specified below)
(d)	Interest Rate(s):
	(i)	Fixed Rate:	Not Applicable
	(ii)	Floating Rate	Not Applicable
	(iii)	Variable Rate:	Not Applicable
	(iv)	Zero Coupon:	Applicable: Amortisation Yield equals 0.00 per cent. per annum
(e)	Screen	Rate Determination:	Not Applicable
(f)		ISDA Determination:	Not Applicable
(g)	Margin:		Not Applicable
(h)	Interest Rate:	Minimum/Maximum	Not Applicable
(i)	Interest Commencement Date:		Not Applicable
(j)	Interest Determination Date:		Not Applicable
(k)	Interest Periods:	Calculation	Not Applicable
	(i)	Interest Period End Dates:	Not Applicable
	(ii)	Interest calculation method for short or long Interest Calculation Periods:	Not Applicable
(1)	Interest Payment Dates:		Not Applicable
(m)	Day Count Fraction:		Not Applicable
(n)	Business Convention:	Day	Not Applicable
(0)	Fall rounding the	back provisions, provisions, denominator and any other terms relating to method of	Not Applicable

calculating interest, if different from those set out in the Note Conditions:

Provisions regarding redemption

Note Redemption Date:		October 2013, subject to adjustment in 21 accordance with the Following Business Day Convention
		Not Applicable
		Not Applicable
Additional Disruption Events: (i) Change in Law:
		Applicable
(ii)	Tax Event:	Applicable
(iii)	Hedging Disruption:	Applicable
(iv)	Increased Cost of Hedging:	Applicable
(v)	Affected Jurisdiction Hedging Disruption:	Not Applicable
		Call Option: Specified Early Redemption:

• $(vi)$ Affected Jurisdiction Not Applicable Increased Cost of Hedging:

• $(vii)$ Other: Not Applicable

• Note Early Redemption Date: The second Business Day after the Redemption Notice is received, provided that the Note Early Redemption Date must fall no later than two Business Days prior to the Note Redemption Date

Early Cash Settlement Amount: 17.

• For the purpose of Note As stated in Condition 21 of the Note Conditions $(i)$ Condition 4.2:
• For the purpose of Note As stated in Condition 21 of the Note Conditions $(ii)$ Condition 4.4:
• $(iii)$ For the purpose of Note As stated in Condition 21 of the Note Conditions Condition 11:
• $(iv)$ For the purpose of Note As stated in Condition 21 of the Note Conditions Condition 20:
• 1. Note Redemption Amount: £ 1.00 per Note unless on the Election Valuation Date the market value of a Warrant determined by the Note Determination Agent in good faith and in a commercially reasonable manner (the "Warrant Market Value") is more than £ 1.00 in which case the Note Redemption Amount shall be determined as follows:

			1.00 but equal to or less than $E$ 1.01, the Note Redemption Amount shall be an amount equal to the Warrant Market Value; and
		(b)	if the Warrant Market Value is more than £ 1.01, the Note Redemption Amount shall be £ 1.01.
19.	Note Redemption Notice Time:		10:00 am Brussels time (in the case of Euroclear Bank), 11:00 am Brussels time (if delivered by EUCLID) or 10:00 am Luxembourg time (in the case of Clearstream, Luxembourg)
20.	Procedures for giving Note Issuer Redemption Notice and Noteholders' Notice if other than as specified in Condition 5.2(a)(ii):		Not Applicable
21.	Procedures for giving Note Issuer Specified Early Redemption Event Redemption Notice and Specified Early Redemption Event Note Redemption Notice if other than as specified in Condition 5.2(a)(iii):		Not Applicable
22.	Procedure for giving Special Note Redemption Notice and Noteholders' Notice if other than as specified in Condition 5.2(a)(iv):		Not Applicable
23.	Warrants which may be purchased using the Note Redemption Amount:		Warrants linked to a Share and an Index, Series WS1021, issued by Barclays Capital (Cayman) Limited and guaranteed by Barclays Bank PLC. The Warrants are exercisable for Class 44R Redeemable Preference Shares in Barclays Capital (Cayman) Limited guaranteed by Barclays Bank PLC.
24.	Election Valuation Date:		14 October 2013
Provisions Annexes	relating Relevant to
25.	Equity Linked Provisions:		Not Applicable
26.	Index Linked Provisions:		Not Applicable
27.	Inflation Linked Provisions:		Not Applicable
28.	FX Linked Provisions:		Not Applicable
29.	Commodity Linked Provisions:		Not Applicable

$(a)$

if the Warrant Market Value is more than £

General

30.	Warrant Delivery Date:	As defined in Condition 21 of the Note Conditions
31.	Additional Business Centres:	None
32.	Other relevant Conditions:	Not Applicable
33.	Selling Restrictions:	As described in the Base Prospectus
34.	Total commission and concession:	Up to 3.00 per cent. of the Issue Price may be paid to the relevant Financial Intermediary. Further details available upon request.
35.	Relevant Clearing Systems:	Euroclear and Clearstream, Luxembourg
36.	Non-exempt Offer	An offer of the Notes may be made by the Dealer, an affiliate of Barclays Bank PLC and by Merchant Capital Limited (each a "Financial Intermediary" and, together, the "Financial Intermediaries") other than pursuant to Article 3(2) of the Prospectus Directive in the United Kingdom (the "Public Offer Jurisdiction") during the period from and including 2 September 2010 to and including 14 October 2010 (the "Offer Period"). See further Paragraph 8 of Part B below.
37.	Changes to Principal Note Agent or Registrar or other agents appointed:	None

1. Provisions to Not Applicable relating redenomination:

Operational Information

ISIN Code: XS0537095597 Common Code: 053709559 Other Codes: Not Applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and public offer in the Public Offer Jurisdiction and admission to trading on and admission to the Official List of the London Stock Exchange of the Notes described herein pursuant to the Programme for the issuance of Structured Investment Management Plan Linked to Equity (S.I.M.P.L.E.) Notes of Barclays Bank PLC.

LISTING AND ADMISSION TO TRADING APPLICATION

These Final Terms comprise the final terms required to list and have admitted to trading the issue of the Notes described herein pursuant to the Programme for the issuance of Structured Investment Management Plan Linked to Equity (S.I.M.P.L.E.) Notes of Barclays Bank PLC.

FINAL TERMS RELATING TO THE WARRANTS

Parties

1.	Warrant Issuer:		Barclays Capital (Cayman) Limited
2.	Warrant Guarantor:		Barclays Bank PLC
3.	Warrant Determination Agent:		Barclays Capital Securities Limited
		Provisions relating to the Warrants
4.	(a)	Series:	WS1021
	(b)	Tranche:	1
5.	issued:	Number of Warrants being
	(a)	Series:	2,000,000
	(b)	Tranche:	2,000,000
6.		Warrant Trade Date:	19 August 2010
7.	Warrant Issue Date:		21 October 2010
8.	Warrant Issue Price:		£1.00 per Warrant
9.	Preference Shares for which the Warrants be may exercised:		Class 44R Redeemable Preference Shares in Barclays Capital (Cayman) Limited guaranteed by Barclays Bank PLC
10.	The following Relevant Annex(es) shall apply to the Warrants (specify each applicable Relevant Annex):		Equity Linked Annex
11.		Additional Disruption Events:
	(i)	Change in Law:	Applicable
	(ii)	Tax Event:	Applicable
	(iii)	Hedging Disruption:	Applicable
	(iv)	Increased Cost οf Hedging:	Applicable
	(v)	Affected Jurisdiction Hedging Disruption:	Not Applicable
	(vi)	Affected Jurisdiction Increased Cost οf Hedging:	Not Applicable
	(vii)	Other:	Not Applicable

1. Warrant Exercise Price: The Warrant Exercise Price shall be calculated in accordance with the following:

£ 2.00 - Underlying Performance

The Warrant Exercise Price of each Warrant will constitute the issue price of the relevant Preference Share.

If it appears that the Warrant Exercise Price may be less than £0.01 or a negative number as determined in accordance with the formula set out above, the Warrant Determination Agent shall, in its sole and absolute discretion, adjust the Warrant Exercise Price and the redemption amount per Preference Share so as to ensure that the Warrant Exercise Price per Warrant exercised is not less than £0.01 or is not a negative number.

Where:

"Accrual" means the value, as calculated by the Warrant Determination Agent, of £1.00 increased by interest at overnight GBP LIBOR compounded from, but excluding, the applicable Observation Date (i) to and including, the Final Valuation Date. For the avoidance of doubt, if the applicable Observation Date (i) is the Final Valuation Date, Accrual will be equal to £1.00.

"Decrease Amount" or "DA" shall be calculated in accordance with the following:

(A) If, in respect of each Underlying (i), Ff is equal to or greater than 50% x Fi, then DA shall equal: 0;

(B) If, in respect of each Underlying (i), Ff is less than 50% x Fi, then DA shall be calculated as follows:

£ 1.00 x max $(1.00 - (Ffworst/Fiworst), 0)$

"Dividend" or "Div" means the dividend yield of the Worst Performing Underlying expressed as a continuously compounded annual rate from, and including, the Final Valuation Date to, and including, the Warrant Exercise Valuation Date as determined by the Warrant Determination Agent, in its sole and absolute discretion.

"Election Valuation Date" means 14 October 2013.

"Exercise Underlying Level" or "EUL" means the Underlying Level of the Worst Performing Underlying on the Warrant Exercise Valuation Date.

"Ffworst" means the Final Underlying Level of the Worst Performing Underlying.

"Fiworst" means the Initial Underlying Level of the Worst Performing Underlying.

"Final Underlying Level" or "Ff" means, in respect of each Underlying (i), the Underlying Level on the Final Valuation Date.

"Final Valuation Date" means the Election Valuation Date.

"Fixed Amount" shall be calculated in accordance with the following:

• $(A)$ If, in respect of each Underlying (i), FR1 is equal to or greater than 105% x Fi, then the Fixed Amount will be £1.07;
• Subject to (A), if, in respect of each $(B)$ Underlying (i), FR2 is equal to or greater than 105% x Fi, then the Fixed Amount will be £1.14;
• Subject to (A) and (B), if, in respect of each $(C)$ Underlying (i), FR3 is equal to or greater than 105% x Fi, then the Fixed Amount will be £1.21;
• Subject to $(A)$ , $(B)$ and $(C)$ , if, in respect of $(D)$ each Underlying (i), FR4 is equal to or greater than 105% x Fi, then the Fixed Amount will be £1.28;
• $(E)$ Subject to (A), (B), (C) and (D), if, in respect of each Underlying (i), FR5 is equal to or greater than 105% x Fi, then the Fixed Amount will be £ 1.35;
• $(F)$ If none of $(A)$ , $(B)$ , $(C)$ , $(D)$ or $(E)$ applies, then the Fixed Amount shall be calculated as follows:
• $(x)$ if, in respect of each Underlying (i), Ff is equal to or greater than 105% x Fi, then Fixed Amount shall equal: £ 1.42:
• if, in respect of either Underlying $(y)$ (i), Ff is less than $105\%$ x Fi, then Fixed Amount shall equal: £1.00 -DA.

"FR1" means, in respect of each Underlying (i), the Underlying Level on Observation Date 1.

"FR2" means, in respect of each Underlying (i), the Underlying Level on Observation Date 2.

"FR3" means, in respect of each Underlying (i), the Underlying Level on Observation Date 3.

"FR4" means, in respect of each Underlying (i), the Underlying Level on Observation Date 4.

"FR5" means, in respect of each Underlying (i), the Underlying Level on Observation Date 5.

"GBP LIBOR" means the daily reference rate for deposits in Pounds Sterling, which appears on Bloomberg ticker: BP00O/N Index at 11:00 a.m., London time, as observed daily.

"Initial Valuation Date" means 14 October 2010.

"Initial Underlying Level" or "Fi" means, in respect of each Underlying (i), the Underlying Level on the Initial Valuation Date.

"Observation Date (i)" means for the purposes of Accrual, the date on which the Fixed Amount is determined (being, for the avoidance of doubt, either Observation Date 1, Observation Date 2, Observation Date 3, Observation Date 4, Observation Date 5 or Observation Date 6) (where i $= 1$ to 6).

"Observation Date 1" means 14 April 2011.

"Observation Date 2" means 14 October 2011.

"Observation Date 3" means 16 April 2012.

"Observation Date 4" means 15 October 2012

"Observation Date 5" means 15 April 2013.

"Observation Date 6" means the Final Valuation Date.

"Performance" means, in respect of each Underlying (i), a value calculated as follows:

Final Underlying Level/ Initial Underlying Level

"Reference Underlying Level" or "RUL" means the Underlying Level of the Worst Performing Underlying on the Scheduled Trading Day following the Final Valuation Date.

"Time" or "T" means the period (expressed in years or fractions of a year (as the case may be)) from and including the Final Valuation Date to and including the Warrant Exercise Valuation Date.

"Underlying Accrual" shall be calculated as follows:

EUL/(RUL x Exp(-Dividend x Time))

"Underlying Level" means:

(A) in respect of the Share, the price of the

		Share at the Valuation Time on a Scheduled Trading Day; and
		(B) In respect of the Index, the level of the Index at the Valuation Time on a Scheduled Trading Day.
		"Underlying Performance" shall be calculated in accordance with the following:
		Fixed Amount x (Accrual / £ 1.00) x Underlying Accrual
		"Warrant Exercise Valuation Date" means 25 October 2013.
		"Worst Performing Underlying" the means (i) the with lowest calculated Underlying Performance, as determined by the Warrant Determination Agent in its sole discretion.
13.	Warrant Exercise Date:	28 October 2013, provided that, if such date is not a Business Day, the Warrant Exercise Date shall be the immediately succeeding Business Day.
14.	Warrant Settlement Date:	28 October 2013 or, if such day is not a Business Day, the immediately following Business Day.
15.	Specified Early Exercise Event:	Not Applicable
16.	(i) Option to vary settlement applies:	Yes
	(ii) lf yes, the Cash Settlement Amount:	The Cash Settlement Amount shall be calculated in accordance with the following:
		Underlying Performance
	(iii) If. yes, Settlement Date:	the Cash Condition 4.3 applies
17.	Early Cash Settlement Amount:	As set out in Warrant Condition 6
18.	Guaranteed Cash Settlement Amount:	The Guaranteed Cash Settlement Amount (as defined in Condition 3 of the Warrant Conditions) will be calculated by the Warrant Determination Agent in its sole and absolute discretion or, if the Warrant Issuer has elected to vary settlement of the Warrants in accordance with Condition 4.3 of the Warrant Conditions, will be the Cash Settlement Amount.
19.	Cancellation Early Notice Period:	in Condition 4.4 of the Warrant As stated Conditions
20.	Early Cancellation Date:	in Condition 4.4 of the Warrant As stated Conditions
21.	Equity Linked Warrants:	Applicable

		A basket comprising one Share (as described immediately below) and one Index (as described in paragraph 22)
(viii)	Share $(s)$ (each a "Reference Asset"):	iShares MSCI Brazil Index Fund Shares (the "Share") (Bloomberg ticker: EWZ UP )
(ix)	Exchange[s]:	New York Stock Exchange
(x)	Related Exchange[s]:	All Exchanges
(x i )	Weighting for each Reference Asset comprising the Basket of Reference Assets:	50 per cent.
(xii)	Initial Price of each Reference Asset:	In respect of the Share, the Initial Underlying Level
(xiii)	Substitution of Shares:	Not Applicable
(xiv)	Averaging:	Not Applicable
(xv)	Additional Disruption Event:	Fund Disruption Event
(xvi)	FX Disruption Event:	Not Applicable
(xvii)	Valuation Date:	Each date on which the Share is observed, as detailed in paragraph 12 of these Warrant Final Terms
(xviii)	Valuation Time	Definitions in Part C of Equity Linked Annex apply
(xix)	Other adjustments:	Not Applicable
	Index Linked Warrants:	Applicable
		A basket comprising one Share (as described in paragraph 21) and one Index (as described immediately below)
(i)	Index/Indices (each a "Reference Asset"):	The Hang Seng China ENT Index (the "Index"), as calculated and sponsored by HSI Services Limited and Hang Seng Data Services Limited (the "Index Sponsor") (Bloomberg ticker: HSCEI )
(ii)	Exchange[s]:	Hong Kong Stock Exchange
(iii)	Related Exchange[s]:	All Exchanges
(iv)	Weighting for each Reference Asset comprising the Basket of Reference Assets:	50 per cent.

$(v)$ Averaging: Not Applicable

$22.$

	(vi) Additional Disruption Event in respect of Index Linked Warrants:		Not Applicable
	FX Disruption Event: (vii)		Not Applicable
	Valuation Date: (viii)		Each date on which the Index is observed, as detailed in paragraph 12 of these Warrant Final Terms
	(ix)	Specified methodology for determining Index Level if the Valuation Date is a Disrupted Day:	Paragraph 1.4 of Part B of Equity Linked Annex applies
	(x)	Valuation Time:	Definitions in Part C of Equity Linked Annex apply
	(x i )	Other adjustments:	Not Applicable
23.		Inflation Linked Warrants:	Not Applicable
24.		FX Linked Warrants:	Not Applicable
25.		Commodity Linked Warrants:	Not Applicable
26.		Relevant Clearing Systems:	Euroclear and Clearstream, Luxembourg
27.	Additional Business Centres:		None
28.		Other Conditions:	Not Applicable
29.	Date:	Preference Share Redemption	6 November 2014

ISIN Number: KYG0802E4822 Common Code: 53722709

FINAL TERMS RELATING TO THE PREFERENCE SHARES

1.	Preference Share Issuer:	Barclays Capital (Cayman) Limited
2.	Preference Share Issue Date:	28 October 2013
3.	Preference Share Class:	Class 44R
4.	Preference Share Redemption Amount:	£ 2.00 x $(1 +$ Share Increase)
5.	Preference Share Redemption Date:	6 November 2014
6.	Warrant Settlement Date:	The date defined as such in the Warrant Final Terms
7.	Preference Share Agent:	The Bank of New York Mellon (Appointment only operative once Global Preference Share delivered to a common depositary for Euroclear and Clearstream, Luxembourg)
8.	Form of Preference Shares:	Global registered
9.	Preference Share Issue Price:	See paragraph 12 of Warrant Final Terms
10.	Minimum tradeable size:	One Preference Share

ISIN Number: KYG0802E4905 Common Code: 53722717

$1.$ LISTING AND ADMISSION TO TRADING

$(i)$ Listing and Application has been made by the Bank (or on its admission behalf) for the Notes to be admitted to trading on and to trading: admitted to the Official List of the London Stock Exchange's regulated market with effect from 21 October 2010.

No application has been or will be made to list or admit to trading the Warrants and the Preference Shares on any stock exchange or market.

$2.$ RATINGS

Ratings of the Notes: The Notes have not been individually rated.

$3₁$ NOTIFICATION

Not Applicable

$4.$ INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE NOTE ISSUE

Save for any fees payable to the Dealer, so far as the Bank is aware, no person involved in the issue of the Notes has an interest material to the offer.

1. YIELD OF THE NOTES (FIXED Not Applicable RATE NOTES ONLY) INDICATION OF YIELD:

6. HISTORIC INTEREST RATES (FLOATING RATE NOTES ONLY)

Not Applicable

7. PERFORMANCE OF THE UNDERLYING, EXPLANATION OF EFFECT ON VALUE OF THE SECURITIES AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING

Information relating to each Underlying(i) including its past and future performance and volatility, may be obtained from (i) EWZ UP , in respect of the Share; and (ii) HSCEI , in respect of the Index.

Investors should note that historical performance should not be taken as an indication of future performance.

The table below shows the possible returns for different scenarios, based on an investment of £10,000. The below figures are examples only and that changes in the Underlying Level have been chosen to demonstrate the potential returns to an investor.

Year	Underlying Level of the Share is equal to or greater than105% x Fi after "x" number of years?	Underlying Level of the Index is equal to or greater than 105% x Fi after "x" number of years?	Is Final Underlying Level for either Underlying (i) below 50% x Fi?	Ffworst/Fiworst	Possible return based upon £10,000 investment
0.5	Yes	Yes	Not Applicable	Not Applicable	£10,700
0.5	No	N o	Not Applicable	Not Applicable	Not Applicable
$\mathbf{1}$	Yes	Yes	Not Applicable	Not Applicable	£11,400*
$\mathbf{1}$	N o	No	Not Applicable	Not Applicable	Not Applicable
1.5	Yes	Yes	Not Applicable	Not Applicable	£12,100
1.5	N o	No	Not Applicable	Not Applicable	Not Applicable
$\overline{2}$	Yes	Yes	Not Applicable	Not Applicable	£12,800*
$\overline{2}$	N o	No	Not Applicable	Not Applicable	Not Applicable
2.5	Yes	Yes	Not Applicable	Not Applicable	£13,500*
2.5	No	No	Not Applicable	Not Applicable	Not Applicable
3	Yes	Yes	No	Not Applicable	£14,200*
3	N o	No	No	95%	£10,000*
$\overline{3}$	N o	No	No	90%	£10,000*
$\overline{3}$	N o	No	No	80%	£10,000*
$\overline{3}$	N o	N o	N o	70%	£10,000*
3	N o	No	No	60%	£10,000*
3	N o	N o	N o	50%	£10,000*
3	N o	No	Yes	40%	£4,000*
3	No	No	Yes	30%	£3,000*

* Based on the assumption that no Fixed Amount has been previously locked-in.

In certain circumstances (including at the Note Issuer's option or for reasons of illegality or as a result of a change in law or hedging disruption) the Notes may be redeemed early. In such cases, the amount payable will be an amount in cash which shall be the market value of a Note adjusted to take into account any costs, losses or expenses which are incurred (or are expected to be incurred) by (or on behalf of) the Note Issuer in connection with the early redemption or cancellation of the Notes (including (without duplication or limitation) hedging termination and funding breakage costs (whether actual or notional)), all as determined by the Note Determination Agent in its sole and absolute discretion. If the Warrants cannot be delivered through the clearing systems because of a continuing Settlement Disruption Event, the Note Issuer may deliver the Warrants in another commercially reasonable manner or may instead pay an amount in cash representing the fair market value of the Warrant less the cost to the Note Issuer and/or its Affiliates of unwinding any underlying hedging arrangements, all as determined by the Note Determination Agent in its sole and absolute discretion. In the case of an early termination, the Noteholder will not receive the full benefit of any increase in the Index and/or the Share that takes place after the early termination and before the Election Valuation Date.

It is also possible that the Warrants could be terminated early for reasons of illegality. In such a case, the Warrant Issuer will pay to each Warrantholder an amount in respect of each Warrant held by such holder, which amount shall be the market value of a Warrant notwithstanding such illegality adjusted to take into account any costs, losses or expenses which are incurred (or are expected to be incurred) by (or on behalf of) the Warrant Issuer in connection with the cancellation of the Warrants (including (without duplication or limitation) hedging termination and funding breakage costs (whether actual or notional)) plus, if already paid by or on behalf of the Warrantholder, the Warrant Exercise Price, all as determined by the Warrant Determination Agent in its sole and absolute discretion. If the Preference Shares are to be delivered through the clearing systems and cannot be so delivered because of a continuing Settlement Disruption Event, BCCL may deliver the Preference Shares in another commercially reasonable manner or may instead pay an amount in cash representing the fair market value of the Preference Share less the cost to the Warrant Issuer and/or its Affiliates of unwinding any underlying hedging arrangements, all as determined by the Warrant Determination Agent in its sole and absolute discretion.

Investors should note that the Note Determination Agent and the Warrant Determination Agent are entities in the same group as the Note Issuer and the Warrant Issuer, respectively, and may therefore be subject to conflicts of interest in performing their respective duties under the Notes and the Warrants.

8. TERMS AND CONDITIONS OF THE OFFER

Non-exempt public offer provisions:	Applicable
Offer Price:	Issue Price of the Notes.
	Up to 3.00 per cent. of the Issue Price of the Notes may be paid to the relevant Financial Intermediary. Further details available upon request.
Conditions to which the offer is subject:	The Note Issuer reserves the right to withdraw the offer for Notes at any time on or prior to the end of the Offer Period.
	For the avoidance of doubt, if any application has been made by the potential investor, each such potential investor shall not be entitled to subscribe or otherwise acquire the Notes and will be applications automatically any cancelled and any purchase money will be refunded to the applicant.
Description of the application process:	Applications for the Notes can be made in the Public Offer Jurisdiction through the relevant Financial Intermediary in the Public Offer Jurisdiction during the Offer Period. The Notes will be placed into the Public Offer Jurisdiction by the Financial Intermediaries. Distribution will be in accordance with the relevant Financial Intermediary's usual procedures, notified to investors by the relevant Financial Intermediary.

Details of the minimum and/or maximum The minimum and maximum amount of

amount of application:	application from each Financial Intermediary will be notified to investors by the relevant Financial Intermediary.
of possibility to reduce Description subscriptions and manner for refunding excess amount paid by applicants:	Subscription orders may be reduced in case of oversubscription, excess amount of funds paid being reduced without delay with no entitlement for compensation.
Details of the method and time limits for paying up and delivering the Notes:	Investors will be notified by the relevant Financial Intermediary of their allocations of Notes and the settlement arrangements in respect thereof.
Manner in and date on which results of the offer are to be made public:	Not Applicable
Procedure for exercise of any right of pre- emption, negotiability of subscription rights and treatment of subscription rights not exercised:	Not Applicable
Categories of potential investors to which the Notes are offered and whether tranche(s) have been reserved for certain countries:	Offers may be made by each Financial Intermediary in the Public Offer Jurisdiction to any person. Offers (if any) in other EEA countries will only be made by a Financial Intermediary pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus. For the avoidance of doubt, no action has been made or will be taken that would permit a public offering of the Notes or possession or distribution of any offering material in relation to the Notes in any jurisdiction (other than the Public Offer Jurisdiction) where action for that purpose is required.
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 relevant Financial Intermediary of its allocation of Notes at the time of such investor's application.
	No dealings in the Notes may take place prior to the Note Issue Date of the Notes of Tranche 1.
Amount οf any expenses and taxes specifically charged to the subscriber or purchaser:	Not applicable
Name(s) and address(es), to the extent known to the Bank, of the placers in the various countries where the offer takes place:	Merchant Capital Limited Aldermary House 10-15 Queen Street London EC4N 1TX