Barclays PLC — Capital/Financing Update 2010

Sep 20, 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 £ 20,000,000 Zero Coupon Notes due December 2016

Series S1027

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:

• $(i)$ in circumstances in which no obligation arises for the Bank or the Dealer to publish a 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 36 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 36 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.

MSCI disclaimer:

THIS FINANCIAL PRODUCT IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY MORGAN STANLEY CAPITAL INTERNATIONAL INC. ("MSCI"), ANY AFFILIATE OF MSCI OR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX. THE MSCI INDEXES ARE THE EXCLUSIVE PROPERTY OF MSCI. MSCI AND THE MSCI

INDEX NAMES ARE SERVICE MARK(S) OF MSCI OR ITS AFFILIATES AND HAVE BEEN LICENSED FOR USE FOR CERTAIN PURPOSES BY BARCLAYS BANK PLC (THE "LICENSEE"). NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, TO THE OWNERS OF THIS FINANCIAL PRODUCT OR ANY MEMBER OF THE PUBLIC REGARDING THE ADVISABILITY OF INVESTING IN FINANCIAL SECURITIES GENERALLY OR IN THIS FINANCIAL PRODUCT PARTICULARLY OR THE ABILITY OF ANY MSCI INDEX TO TRACK CORRESPONDING STOCK MARKET PERFORMANCE. MSCI OR ITS AFFILIATES ARE THE LICENSORS OF CERTAIN TRADEMARKS, SERVICE MARKS AND TRADE NAMES AND OF THE MSCI INDEXES WHICH ARE DETERMINED, COMPOSED AND CALCULATED BY MSCI WITHOUT REGARD TO THIS FINANCIAL PRODUCT OR THE ISSUER OR OWNER OF THIS FINANCIAL PRODUCT. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX HAS ANY OBLIGATION TO TAKE THE NEEDS OF THE ISSUERS OR OWNERS OF THIS FINANCIAL PRODUCT INTO CONSIDERATION IN DETERMINING, COMPOSING OR CALCULATING THE MSCI INDEXES. NEITHER MSCI, ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX IS RESPONSIBLE FOR OR HAS PARTICIPATED IN THE DETERMINATION OF THE TIMING OF, PRICES AT, OR QUANTITIES OF THIS FINANCIAL PRODUCT TO BE ISSUED OR IN THE DETERMINATION OR CALCULATION OF THE EQUATION BY WHICH THIS FINANCIAL PRODUCT IS REDEEMABLE FOR CASH. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, THE MAKING OR COMPILING ANY MSCI INDEX HAS ANY OBLIGATION OR LIABILITY TO THE OWNERS OF THIS FINANCIAL PRODUCT IN CONNECTION WITH THE ADMINISTRATION, MARKETING OR OFFERING OF THIS FINANCIAL PRODUCT.

ALTHOUGH MSCI SHALL OBTAIN INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE MSCI INDEXES FROM SOURCES WHICH MSCI CONSIDERS RELIABLE, NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO MAKING OR COMPILING ANY MSCI INDEX WARRANTS OR GUARANTEES THE ORIGINALITY, ACCURACY AND/OR THE COMPLETENESS OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, LICENSEE'S CUSTOMERS OR COUNTERPARTIES, ISSUERS OF THE FINANCIAL SECURITIES, OWNERS OF THE FINANCIAL SECURITIES, OR ANY OTHER PERSON OR ENTITY, FROM THE USE OF ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN IN CONNECTION WITH THE RIGHTS LICENSED HEREUNDER OR FOR ANY OTHER USE. NEITHER MSCI, ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS OF OR IN CONNECTION WITH ANY MSCI INDEX OR ANY DATA INCLUDED THEREIN. FURTHER, NEITHER MSCL ANY OF ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, AND MSCI, ANY OF ITS AFFILIATES AND ANY OTHER PARTY INVOLVED IN, OR RELATED TO MAKING OR COMPILING ANY MSCI INDEX HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITH RESPECT TO ANY MSCI INDEX AND ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL MSCI, ANY OF ITS AFFILIATES OR ANY OTHER PARTY INVOLVED IN, OR RELATED TO, MAKING OR COMPILING ANY MSCI INDEX HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR ANY OTHER DAMAGES (INCLUDING LOST PROFITS) EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

The MSCI indexes are the exclusive property of Morgan Stanley Capital International Inc. ("MSCI"). MSCI and the MSCI index names are service mark(s) of MSCI or its affiliates and have been licensed for use for certain purposes by the Licensee. The financial securities referred to herein are not sponsored, endorsed, or promoted by MSCI, and MSCI bears no liability with respect to any such financial securities. No purchaser, seller or holder of this product, or any other person or entity, should use or refer to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote this product without first contacting MSCI to determine whether MSCI's permission is required. Under no circumstances may any person or entity claim any affiliation with MSCI without the prior written permission of MSCI.

No purchaser, seller or holder of this security, or any other person or entity, should use or refer to any MSCI trade name, trademark or service mark to sponsor, endorse, market or promote this product without first contacting MSCI to determine whether MSCI's permission is required. Under no circumstances may any person or entity claim any affiliation with MSCI without the prior written permission of MSCI.

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:	£ 20,000,000 Zero Coupon Notes due December 2016
2.	Series: (a)	S 1027
	Tranche: (b)	$\mathbf{1}$
3.	Specified Currency:	Pounds Sterling ("£")
4.	Aggregate principal amount of the Notes:
	Series: (a)	£ 20,000,000
	Tranche: (b)	£ 20,000,000
5.	Denomination and number of £1.00 (20,000,000 Notes) Notes:
6.	Form of Note:	Temporary Global Note exchangeable for a Permanent Global Note
7.	Note Trade Date:	3 September 2010
8.	Note Issue Date:	20 September 2010
9.	Note Issue Price:	100 per cent. of par
10.	The following Relevant Annex (es) shall apply to the Notes: (specify each applicable Relevant Annex):	Not Applicable
	Provisions relating to interest (if any) payable on the Note

$11.$ Interest: Applicable

$(a)$ Calculation Amount: £1.00

(b)	Interest Amount:	Not Applicable
(c)	Interest Basis:	Zero Coupon (further particulars specified below)
(d)	Interest Rate(s):
	Fixed Rate: (i)	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 Determination:	Rate Not Applicable
(f)	ISDA Determination:	Not Applicable
(g)	Margin:	Not Applicable
(h)	Minimum/Maximum Interest Rate:	Not Applicable
(i)	Interest Commencement Date:	Not Applicable
(j)	Interest Determination Date:	Not Applicable
(k)	Calculation Interest Periods:	Not Applicable
	(i) Interest Period End Dates:	Not Applicable
	(ii) Interest calculation method short or long Interest Calculation Periods:	Not Applicable for
(1)	Interest Payment Dates:	Not Applicable
(m)	Day Count Fraction:	Not Applicable
(n)	Business Convention:	Not Applicable Day
(0)	Fall back provisions, rounding provisions, denominator and any other terms relating to method the calculating interest, if	Not Applicable of

different from those set out in the Note Conditions:

Provisions regarding redemption

12.		Note Redemption Date:	6 December 2016, subject to adjustment in accordance with the Following Business Day Convention
13.	Call Option:		Not Applicable
14.		Specified Early Redemption:	Not Applicable
15.		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
	(vi)	Affected Jurisdiction Cost of Increased Hedging:	Not Applicable
	(vii)	Other:	Not Applicable
16.		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
17.		Early Cash Settlement Amount:
	(i)	For the purpose of Note Condition 4.2:	As stated in Condition 21 of the Note Conditions
	(ii)	For the purpose of Note Condition 4.4:	As stated in Condition 21 of the Note Conditions
	(iii)	For the purpose of Note Condition 11:	As stated in Condition 21 of the Note Conditions
	(iv)	For the purpose of Note Condition 20:	As stated in Condition 21 of the Note Conditions
18.		Note Redemption Amount:	£1.00 per Note
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:	Index Linked Warrants, Series WS1027, issued by Barclays Capital (Cayman) Limited and guaranteed by Barclays Bank PLC. The Warrants are exercisable for Class 44X Redeemable Preference Shares in Barclays Capital (Cayman) Limited guaranteed by Barclays Bank PLC.
24.	Election Valuation Date:	29 November 2016
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
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 6.00 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 means of a placement network composed of one or more parties appointed by Woolwich Plan Managers 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 the Note Issue Date of Tranche 1 until 26 November 2010 (the Offer Period). See further Paragraph 8 of Part B below.

• 1. Changes to Principal Note None Agent or Registrar or other agents appointed:
• 1. Provisions to Not Applicable relating redenomination:

Operational Information

ISIN Code: XS0541072269 Common Code: 054107226 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 Agent:	Determination	Barclays Capital Securities Limited
		Provisions relating to the Warrants
4.	(a)	Series:	WS1027
	(b)	Tranche:	1
5.	issued:	Number of Warrants being
	(a)	Series:	20,000,000
	(b)	Tranche:	20,000,000
6.		Warrant Trade Date:	3 September 2010
7.		Warrant Issue Date:	20 September 2010
8.		Warrant Issue Price:	£1.00 per Warrant
9.	the exercised:	Preference Shares for which Warrants be may	Class 44X Redeemable Preference Shares in Barclays Capital (Cayman) Limited guaranteed by Barclays Bank PLC
10.	The Warrants applicable Annex):	following Relevant Annex(es) shall apply to the (specify each Relevant	Equity Linked Annex
11.		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
	(vi)	Affected Jurisdiction Increased Cost of Hedging:	Not Applicable
	(vii)	Other:	Not Applicable

$12.$ Warrant Exercise Price:

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

£ 3.00 - Synthetic Basket 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:

"CAP" or "Max Leverage" means 150%.

"Closing Level of the Synthetic Basket" means the level of the Synthetic Basket, determined as at the Valuation Time of the Share on any Scheduled Trading Day.

"Dividend" or "Div" means the Share dividend yield 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.

"DLt-1" means the Dynamic Leverage calculated from the immediately preceding Share Valuation Date t.

"Dynamic Leverage" or "DLt" shall be determined in accordance with the following:

$(A)$ If, on Observation Date t, a Rebalancing Event has occurred, Dynamic Leverage shall be adjusted according to the following:

$$
DL_{t} = \min \left[ CAP, \frac{\sigma_{0}}{RV_{t-1}} \right]
$$

$(B)$ If, on the contrary, a Rebalancing Event has not occurred then Dynamic Leverage shall be set to its previous day value (i.e. $DLt =$ $DLt-1$ ).

"Election Valuation Date" means 29 November 2016.

"Exercise Share Level" or "ESL" means the Closing Level of the Synthetic Basket as calculated and determined by the Determination Agent on the Warrant Exercise Valuation Date.

"Final Valuation Date" means the Election Valuation Date.

"Initial Valuation Date" means 29 November 2010.

" $LR$ , " shall be calculated as follows:

$$
Ln\left(\frac{S_t}{S_{t-1}}\right)
$$

" $LR$ , "shall be calculated as follows:

$$
\frac{1}{20}\sum_{t=t-19}^{t}LR_i
$$

"Observation Date t" means each Scheduled Trading Day from and including the Initial Valuation Date to and including Final Valuation Date (such Observation Dates being denoted by $t_0$ , $t_1$ , et seq).

"Participation" or "P" means 70%.

"Realised Volatility" or "RVt" means the 20-days realised volatility, calculated in accordance with the following:

$$
RV_{t} = \sqrt{\frac{252}{19} \times \sum_{t=\text{t-19}}^{t} \left[ LR_{t} - \overline{LR}_{t} \right]^{2}},
$$

"Rebalancing Event" shall be deemed to have occurred on an Observation Date t if:

$$
\left|\min\left[CAP, \frac{\sigma_0}{RV_{t-1}}\right] - DL_{t-1}\right| \geq TL,
$$

For the avoidance of doubt, a Rebalancing Event shall be deemed to have occurred on the first Observation Date to

"Reference Share Level" or "RSL" means the Closing Level of the Synthetic Basket on the Scheduled Trading Day following the Final Valuation Date.

"RV_t-1" means the Realised Volatility calculated from the immediately preceding Share Valuation Date t.

"SB(t₀)" means the level of the Synthetic Basket on the Initial Valuation Date.

"SB(t)" means the arithmetic average of the levels of the Synthetic Basket, as determined by observing the level of the Synthetic Basket on each Averaging Date and calculating the arithmetic average of such levels.

"Share Accrual" shall be shall be calculated in accordance with the following:

ESL/(RSL x Exp(-Div x Time))

"Share Price" means the price of the Share as at the Valuation Time on any Scheduled Trading Day.

"Share Valuation Date t" means each Scheduled Trading day from and including the previous 19 Scheduled Trading Days before the Initial Valuation Date to and including the Final Valuation Date.

"St" means the Share Price on Share Valuation Date t.

"St-1" means the Share Price on the Scheduled Trading Day immediately preceding Share Valuation Date t.

"Synthetic Basket" or "SBt" means the level of the Synthetic Basket as defined for all Observation Dates, $t > t_0$ , as calculated in accordance with the following formula:

$$
SB_{t} = SB_{t-1} \times \left[1 + DL_{t} \times \frac{S_{t} - S_{t-1}}{S_{t-1}}\right],
$$

For the avoidance of doubt, SB(to) shall equal 100.

"Synthetic Basket Performance" shall be calculated in accordance with the following:

$$
(100\% + P \times \max\left{0; \frac{SB(t) - SB(t_0)}{SB(t_0)}\right}) \times \text{Share Accual}
$$

"Target Volatility" or " $\sigma_0$ " means 17%.

"Threshold Level" or "TL" means 10%.

"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.

"Warrant Exercise Valuation Date" means one Business Day prior to the Warrant Exercise Date.

$13.$ Warrant Exercise Date: 13 December 2016, 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:	13 December 2016 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:
			Synthetic Basket Performance
			If it appears that the Cash Settlement Amount may be 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 Cash Settlement Amount so as to ensure that the Cash Settlement Amount per Warrant exercised is not a negative number.
	(iii)	the Cash If. yes, Settlement Date:	Condition 4.3 applies
17.	Early Amount:	Cash Settlement	As set out in Warrant Condition 6
18.	Amount:	Guaranteed Cash Settlement	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.	Early Period:	Cancellation Notice	As stated in Condition 4.4 of the Warrant Conditions
20.	Early Cancellation Date:		As stated in Condition 4.4 of the Warrant Conditions
21.		Equity Linked Warrants:	Applicable
	(i)	Share(s) (each a "Reference Asset"):	iShares MSCI Emerging Markets Fund Shares (Bloomberg: IEEM LN Equity)
	(ii)	Exchange[s]:	London Stock Exchange
	(iii)	Related Exchange[s]:	All Exchanges
	(iv)	Weighting for each Reference Asset comprising the Basket of Reference Assets:	Not Applicable
	(v)	Initial Price of each Reference Asset:	Not Applicable

	(vi)	Substitution οf Shares:	Applicable
	(vii)	Averaging:	Applicable
		(a) Averaging Dates:	The 29 th calendar day of each month from and including 29 November 2015 to and including the Final Valuation Date (each an "Averaging Date"). For the avoidance of doubt, there shall be 13 Averaging Dates in total.
		(b) Consequence of Averaging Date an Disrupted being a Day:	Modified Postponement
	(viii)	Additional Disruption Event in respect of Linked Equity Warrants:	Fund Disruption Event
	(ix)	FX Disruption Event:	Not Applicable
	(x)	Valuation Date:	Each date on which the Share Price and the level of the Synthetic Basket is observed, as detailed in paragraph 12 of these Warrant Final Terms
	(x i )	Valuation Time	Definitions in Part C of Equity Linked Annex applies
	(xii)	Other adjustments:	Not Applicable
22.	Index Linked Warrants: Inflation Linked Warrants: FX Linked Warrants:		Not Applicable
23.			Not Applicable
24.			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.	Preference Share Redemption Date:		13 December 2016

ISIN Number: KYG0802E6074 Common Code: 54165617

FINAL TERMS RELATING TO THE PREFERENCE SHARES

1.	Preference Share Issuer:	Barclays Capital (Cayman) Limited
2.	Preference Share Issue Date:	13 December 2016
3.	Preference Share Class:	Class 44X
4.	Preference Redemption Amount:	Share £ 3.00 x $(1 +$ Share Increase)
5.	Preference Share Redemption Date:	22 December 2017
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: KYG0802E6157 Common Code: 54165633

$\mathbf{1}$ . LISTING AND ADMISSION TO TRADING

$(i)$ Listing and Application has been made by the Bank (or on its admission to behalf) for the Notes to be admitted to trading on and trading: admitted to the Official List of the London Stock Exchange's regulated market with effect from 20 September 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.

3. NOTIFICATION

Not Applicable

$\overline{4}$ . 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.

• $5₁$ YIELD OF THE NOTES (FIXED Not Applicable RATE NOTES ONLY) INDICATION OF YIELD:
• 1. HISTORIC INTEREST RATES (FLOATING RATE NOTES ONLY)

Not Applicable

$\overline{7}$ . PERFORMANCE OF THE UNDERLYING, EXPLANATION OF EFFECT ON VALUE OF THE SECURITIES AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING

Information relating to the Index including its past and future performance and volatility, may be obtained from Bloomberg screen page: IEEM LN Equity.

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 Index Level have been chosen to demonstrate the potential returns to an investor.

% Change in the level of the Synthetic Basket from and including the Initial Valuation Date to and including the Final Valuation Date	Possible return based upon £10,000 investment
$+50%$	£13,500
$+40%$	£12,800
$+30%$	£12,100
$+10%$	£10,700
No change	£10,000
$-10%$	£10,000
-30%	£10,000

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 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.

TERMS AND CONDITIONS OF THE OFFER 8.

Non-exempt public offer provisions:	Applicable
Offer Price:	Issue Price of the Notes.
	Up to 6.00 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 amount of application:	The minimum and maximum amount of application from each Financial Intermediary will be notified to investors by the relevant Financial Intermediary.
Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:	Subscription orders may be reduced in case of oversubscription, excess amount of funds paid reduced without delay with no being 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)	Offers may be made by each Financial Intermediary in the Public Offer Jurisdiction to

have been reserved for certain countries:	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.
of Amount 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:	Woolwich Plan Managers Limited 1 Churchill Place London E14 5HP

United Kingdom