Barclays PLC — Capital/Financing Update 2010

Nov 9, 2010

Final Terms

BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

BARCLAYS CAPITAL (CAYMAN) LIMITED

(Incorporated with limited liability in the Cayman Islands)

GLOBAL STRUCTURED SECURITIES PROGRAMME

for the issue of Securities

BARCLAYS BANK PLC

15,000,000 Warrants due 2016

under the Global Structured Securities Programme

Series G2010BTJK40K

Issue Price: GBP 0.82 per Warrant

This document constitutes the final terms of the Warrants (the "Final Terms") described herein for the purposes of Article 5.4 of the Directive 2003/71/EC and is prepared in connection with the Global Structured Securities Programme established by Barclays Bank PLC (the "Bank") and Barclays Capital (Cayman) Limited ("BCCL") and is supplemental to and should be read in conjunction with the Base Prospectus dated 6 August 2010, as supplemented and amended from time to time, which constitutes a base prospectus (the "Base Prospectus") for the purpose of the Directive 2003/71/EC. 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. The Base Prospectus is available for viewing 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.

The Issuer accepts responsibility for the information contained in these Final Terms. To the best of its knowledge and belief (having taken all reasonable care to ensure that such is the case) the information contained in these Final Terms is in accordance with the facts and does not contain anything likely to affect the import of such information.

Investors should refer to the sections headed "Risk Factors" in the Base Prospectus for a discussion of certain matters that should be considered when making a decision to invest in the Securities.

Barclays Capital

Final Terms dated 9 November 2010

The distribution of this document and the offer of the Securities in certain jurisdictions may be restricted by law. Persons into whose possession these Final Terms 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 "Purchase 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, and are subject to US tax law requirements. Trading in the Securities has not been approved by the US Commodity Futures Trading Commission under the US Commodity Exchange Act of 1936, as amended. Subject to certain exceptions, the Securities may not at any time be offered, sold or delivered in the United States or to US persons, nor may any US persons at any time trade or maintain a position in such Securities.

Commodity Index Disclaimer

Description of Barclays Capital Pure Beta DJ-UBS CISM Index

The Pure Beta Index is designed to give investors long-only exposure to the physical commodities underlying DJ-UBSCISM, while mitigating the effects of distortions in the commodity markets on the prices and returns of those commodities. The Pure Beta Index is comprised of a basket of commodity futures contracts for the same commodities that are included in the Dow Jones-UBS Commodity IndexSM, as amended from time to time.

The Pure Beta Index is sponsored and calculated by the Barclays Capital Index Products Group, using the same methodology as the Dow Jones-UBS Commodity IndexSM; but by replacing the static schedule of futures contract expiration months used in the Dow Jones-UBS Commodity IndexSMby a set of futures contracts selected each month using the Pure Beta Series-2 methodology, thereby dynamically adjusting the exposure of the Pure Beta Index across the commodity term structure. The weight of each such futures contract in the Pure Beta Index is also adjusted each month to match, as closely as reasonably possible, the weight of the respective commodity in the Dow Jones-UBS Commodity IndexSM.

Brief Overview of the Dow Jones-UBS Commodity IndexSM

The Dow Jones-UBS Commodity IndexSM, the composition and valuation of which follows the methodology of the Dow Jones-UBS Commodity IndexSM Handbook, the current version of which is dated June 2009, and which may be updated by the sponsor of the Dow Jones-UBS Commodity IndexSM from time to time. According to the Dow Jones-UBS Commodity IndexSM Methodology, the Dow Jones-UBS Commodity IndexSM is designed to be a highly liquid and diversified benchmark for commodity investments, providing a broad-based exposure to commodities as an asset class. The composition of the Dow Jones-UBS Commodity IndexSM is rebalanced on an annual basis, taking into account the following key principles:

(1) Economic Significance: The Dow Jones-UBS Commodity IndexSM utilizes both liquidity data and US Dollar-weighted production data in determining the relative quantities of included commodities.

(2) Diversification: The following diversification rules are applied annually:

(a) No single commodity (e.g., natural gas or silver) may constitute over 15% of the Dow Jones-UBS Commodity IndexSM

(b) No single commodity, together with its derivatives (e.g., crude oil, together with heating oil and unleaded gas), may constitute more than 25% of the Dow Jones-UBS Commodity IndexSM

(c) No related group of commodities (e.g., energy, precious metal, livestock or grains) may constitute less than 33% of the Dow Jones-UBS Commodity IndexSM

(d) No single commodity (e.g., natural gas or silver) may constitute less than 2% of the Dow Jones-UBS Commodity IndexSM

(3) Continuity: The Dow Jones-UBS Commodity IndexSM is intended to provide a stable benchmark while at the same time being responsive to the changing nature of commodity markets

(4) Liquidity: The Dow Jones-UBS Commodity IndexSM is intended to provide a liquid benchmark.

Introduction of the Pure Beta Series-2 methodology

Pure Beta Series-2 aims to replicate the average price return of the front-year futures for each commodity in the Dow Jones-UBS Commodity IndexSM.

Standard commodity indices provide exposure to the front part of the futures curves. These indices are de facto considered to be benchmarks for commodity market performance. However, return from standard commodity indices may not always be representative of all the factors that drive value in the commodities futures markets.

Short-term supply/demand factors typically affect front-month contracts disproportionately.

The slope of the commodity price term structure varies by tenor; therefore, 'roll returns' can vary greatly.

Longer-term views that drive the middle and far part of the futures curves are not captured.

Pure Beta Series-2 indices have been designed to provide a more representative measure of commodity market returns while retaining the 'tradability' of standard commodity benchmarks. The indices are constructed around the concept of providing the best proxy for the average price return of the front-year futures for each commodity while avoiding parts of the curve that are subject to persistent market distortions. Each month Pure Beta Series-2 uses a multi-step selection process to assess the relevance of different forward contracts and to select a single tenor for each commodity.

Calculating the front-year average price

In order to accurately reflect the 'market price' of the front-year futures for each commodity, Pure Beta Series-2 uses a weighted average price whereby individual contract prices are weighted by open interest. The strip of futures used in the calculation of the average price is rolled each month.

Pure Beta Series-2 methodology: a four-step selection process

The Pure Beta Series-2 methodology uses a four-step selection process to determine the monthly allocation for each commodity in an index. The process selects a single tenor out of all available nearby or deferred indices out to one year.

First step

For each tenor, calculate the tracking error relative to the front-year average price. The objective of the Pure Beta Series 2 methodology is, for each commodity, to select a tenor that best tracks the front year average price Index, where tracking error of daily returns over the previous three months is the primary metric for selecting the appropriate tenor.

Second step

Each curve tenor is evaluated for liquidity based on open interest. A liquidity filter that is based on the tenor liquidity percentage, being greater than 7%, is used to ensure that a selected contract for each commodity is sufficiently liquid to support an investment and so to protect the investor from being exposed to an illiquid futures contract which could lead to detrimental investment performance. The tenor liquidity percent of each tenor is calculated each month and is based on the percentage of the front-year total open interest of the next contract that will form part of that tenor during and after the next roll

period of the tenor.

Third step

The probability of curve dislocation is determined for each tenor based on the recent behaviour of contract prices. Contract prices at the front end of the curve can become dislocated from fundamentals as a result of:

Investment flow distortions (passive money tracking front-month indices)

Short-term supply/demand imbalances

The Pure Beta Series-2 methodology attempts to avoid dislocated parts of the curve by tracking the volatility of each tenor on a daily basis. It then uses a probability-based measure of pricing anomalies to identify persistent curve distortions.

Fourth step

The allocation algorithm seeks to find a balance between tracking the front-year average price return and avoiding portions of the curve that are subject to price distortions. For this:

Tenors that have less than 7% of front-year total open interest are deemed ineligible.

Tenors with a high probability of curve distortion are also deemed ineligible.

The tenor with the lowest Tracking Error relative to front-year average price returns is selected. If two or more tenors have the same tracking error, the shorter tenor is selected.

However, if no liquid tenors pass the curve distortion test, the longest liquid tenor is selected.

Commodity Index Disclaimer

Barclays Capital compiles, maintains and owns rights in and to the Commodity Index referenced in this term sheet and the Commodity Index is published and calculated by the Index Products Group within Barclays Capital, the investment banking division of Barclays Bank plc (the "Index Sponsor"). Barclays Capital makes no representation and disclaims any and all warranties regarding (i) the advisability of investing in any securities, other instruments or related derivatives or use of the Commodity Index or any data included therein; and (ii) the accuracy, completeness, currency, merchantability or fitness for a particular purpose of the Commodity Index or its data.

Potential Tracking Errors

The performance of the Warrants may not track the Commodity Index during particular periods or over the long term as a result of, among other things, Commodity Market Disruption Events, Adjustments to the Commodity Index, Hedging Disruption or Increased Cost of Hedging. Any such tracking error may cause the Warrants to outperform or underperform the Commodity Index.

Potential Conflicts of Interest

Potential conflicts of interest may exist in the internal teams and divisions within Barclays Capital and therefore in the course of normal business operations of the Index Sponsor and other divisions and teams of Barclays Capital and/or any of its affiliates.

During the course of normal business operations, the Index Sponsor, as a research team within Barclays Capital may determine, calculate and publish the Commodity Index, while another team within Barclays Capital may issue, enter into, promote, offer or sell transactions or investments linked, in whole or in part, to the Commodity Index. In addition, another team within Barclays Capital may have, or may have had, interests or positions, or may buy, sell or otherwise trade positions in or relating to the underlying assets linked to the Commodity Index. Such activities may or may not have an impact on the level of the Commodity Index. In view of the different roles performed by Barclays Capital through the various teams, Barclays Capital as an entity is subject to potential conflicts of interests.

Adjustments, Suspension and Termination of the Index

While the Index Sponsor currently employs the methodology ascribed to the Commodity Index (and application of such methodology shall be conclusive and binding), no assurance can be given that market, regulatory, juridical, financial, fiscal or other circumstances (including, but not limited to, any changes to or any suspension or termination of or any other events affecting any constituent within the Commodity Index) will not arise that would, in the view of the Index Sponsor, necessitate an adjustment, modification or change of such methodology. The Index Sponsor may also, in its sole and absolute discretion, at any time and without notice, adjust, suspend or terminate the Commodity Index. The Index Sponsor is also under no obligation to continue the calculation, publication and dissemination of the Commodity Index. Any such adjustment, suspension, termination or non-publication may have a negative impact on the Warrants.

Lack of Operating History

The Commodity Index may be only recently established and therefore have no history to evaluate its likely

performance.

Past Performance

Any data on past performance, modelling, scenario analysis or back-testing contained herein is no indication as to future performance. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any modelling, scenario analysis or backtesting. All opinions and estimates are given as of the date hereof and are subject to change. The value of any investment may fluctuate as a result of market changes. The Commodity Index is not intended to predict actual results and no assurances are given with respect thereto.

Extraordinary and Force Majeure Events

It should be noted that the Commodity Index is subject to certain extraordinary and force majeure events, including, but not limited to, any modification to, or cancellation of, the Commodity Index or any elimination or exchange of any index component or constituent, the consequences of which may have a negative impact upon the performance of the Commodity Index.

Ambiguities in respect of the Index Rules

Whilst the Rules for the Commodity Index (the "Index Rules") are intended to be comprehensive, ambiguities may arise. In such circumstances the Index Sponsor will resolve such ambiguities in good faith and a reasonable manner and, if necessary, amend the Index Rules to reflect such resolution.

Barclays Bank PLC makes no representation or warranty, express or implied, to the owners of these Warrants or any member of the public regarding the advisability of investing in securities generally or other instruments or related derivatives or in these Warrants particularly or the ability of the Barclays indices, including without limitation, the Barclays Capital Pure Beta DJ-UBS CISM Index ("Approved Index"), to track the performance of any market. Barclays Bank PLC has no obligation to take the needs of the owners of the Warrants into consideration in determining, composing or calculating the Approved Index.

BARCLAYS BANK PLC DOES NOT GUARANTEE AND SHALL HAVE NO LIABILITY TO THE OWNERS OF THE WARRANTS OR TO THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE APPROVED INDEX, OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE APPROVED INDEX. BARCLAYS BANK PLC MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE APPROVED INDEX, OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL BARCLAYS BANK PLC HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

DJ-UBSDisclaimer

"Dow Jones®", "DJ", "UBS", "Dow Jones-UBS Commodity IndexSM", "Dow Jones-UBS Commodity Index Total ReturnSM", "DJ-UBSCISM" and "DJ-UBSCITRSM" are service marks of Dow Jones Trademark Holdings, LLC ("Dow Jones") and UBS AG ("UBS AG"), as the case may be, have been licensed to CME Group Index Holdings LLC ("CME Indexes") and have been sublicensed for use for certain purposes by Barclays Bank PLC (the "Licensee").

The Transaction is not sponsored, endorsed, sold or promoted by Dow Jones, UBS AG, UBS Securities LLC ("UBS Securities"), CME Indexes or any of their subsidiaries or affiliates. None of Dow Jones, UBS AG, UBS Securities, CME Indexes or any of their subsidiaries or affiliates makes any representation or warranty, express or implied, to the owners of or counterparts to the Transaction or any member of the public regarding the advisability of investing in securities or commodities generally or in the Transaction particularly. The only relationship of Dow Jones, UBS AG, UBS Securities, CME Indexes or any of their subsidiaries or affiliates to the Licensee is the licensing of certain trademarks, trade names and service marks and of the DJ-UBSCISM, which is determined, composed and calculated by CME Indexes in conjunction with UBS Securities without regard to the Licensee or the Transaction. Dow Jones, UBS Securities and CME Indexes have no obligation to take the needs of the Licensee or the owners of the Transaction into consideration in determining, composing or calculating DJ-UBSCISM. None of Dow Jones, UBS AG, UBS Securities, CME Indexes or any of their respective subsidiaries or affiliates is responsible for or has participated in the determination of the timing of, prices at, or quantities of the Transaction to be issued or in the determination or calculation of the equation by which the Transaction is to be converted into cash. None of Dow Jones, UBS AG, UBS Securities, CME Indexes or any of their subsidiaries or affiliates shall have any obligation or liability, including, without limitation, to the Counterparty, in connection with the administration, marketing or trading of the Transaction. Notwithstanding the foregoing, UBS AG, UBS Securities, CME Group Inc. and their respective subsidiaries and affiliates may independently issue and/or sponsor financial products unrelated to the Transaction currently being issued by Licensee, but which may be similar to and competitive with the Transaction. In addition, UBS AG, UBS Securities, CME Group Inc. and their subsidiaries and affiliates actively trade commodities, commodity indexes and commodity futures (including the Dow Jones-UBS Commodity IndexSM and Dow Jones-UBS Commodity Index Total ReturnSM), as well as swaps, options and derivatives which are linked to the performance of such commodities, commodity indexes and commodity futures. It is possible that this trading activity will affect the value of the Dow Jones-UBS Commodity IndexSM and the Transaction.

The Counterparty should not conclude that the inclusion of a futures contract in the Dow Jones-UBS Commodity IndexSM is any form of investment recommendation of the futures contract or the underlying exchange-traded physical commodity by Dow Jones, UBS AG, UBS Securities, CME Indexes or any of their subsidiaries or affiliates. The information in the Confirmation regarding the Dow Jones-UBS Commodity IndexSM components has been derived solely from publicly available documents. None of Dow Jones, UBS AG, UBS Securities, CME Indexes or any of their subsidiaries or affiliates has made any due diligence inquiries with respect to the Dow Jones-UBS Commodity IndexSM components in connection with the Transaction. None of Dow Jones, UBS AG, UBS Securities, CME Indexes or any of their subsidiaries or affiliates makes any representation that these publicly available documents or any other publicly available information regarding the Dow Jones-UBS Commodity IndexSM components, including without limitation a description of factors that affect the prices of such components, are accurate or complete.

NONE OF DOW JONES, UBS AG, UBS SECURITIES, CME INDEXES OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES GUARANTEES THE ACCURACY AND/OR THE COMPLETENESS OF THE DOW JONES-UBS COMMODITY INDEXSM OR ANY DATA RELATED THERETO AND NONE OF DOW JONES, UBS AG, UBS SECURITIES, CME INDEXES OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES SHALL HAVE ANY LIABILITY FOR ANY ERRORS, OMISSIONS OR INTERRUPTIONS THEREIN. NONE OF DOW JONES, UBS AG, UBS SECURITIES, CME INDEXES OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES MAKES ANY WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE LICENSEE, OWNERS OF THE TRANSACTION OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DOW JONES-UBS COMMODITY INDEXSM OR ANY DATA RELATED THERETO. NONE OF DOW JONES, UBS AG, UBS SECURITIES, CME INDEXES OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES MAKES ANY EXPRESS OR IMPLIED WARRANTIES AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE DOW JONES-UBS COMMODITY INDEXSM OR ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL DOW JONES, UBS AG, UBS SECURITIES, CME INDEXES OR ANY OF THEIR SUBSIDIARIES OR AFFILIATES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS AMONG UBS SECURITIES, CME INDEXES AND THE LICENSEE, OTHER THAN UBS AG AND THE LICENSORS OF CME INDEXES.

Part A

Terms and Conditions of the Securities

The Securities shall have the following terms and conditions, which shall complete, modify and/or amend the Base Conditions and/or any applicable Relevant Annex(es) set out in the Base Prospectus dated 6 August 2010.

Parties
Issuer:	Barclays Bank PLC
Guarantor:	N/A
Manager[s]:	Barclays Bank PLC
Determination Agent:	Barclays Bank PLC
Issue and Paying Agent:	The Bank of New York Mellon
Stabilising Manager:	N/A
Registrar:	N/A
CREST Agent:	N/A
Paying Agents:	N/A
Transfer Agent:	N/A
Exchange Agent:	N/A
Additional Agents:	N/A

THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND THE SECURITIES COMPRISE BEARER SECURITIES THAT ARE SUBJECT TO US TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")). THESE FINAL TERMS HAVE BEEN PREPARED BY THE ISSUER FOR USE IN CONNECTION WITH THE OFFER AND SALE OF THE SECURITIES OUTSIDE THE UNITED STATES TO NON-US PERSONS IN RELIANCE ON REGULATION S AND FOR LISTING OF THE SECURITIES ON THE RELEVANT STOCK EXCHANGE, IF ANY, AS STATED HEREIN. FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS AND SALES OF THE SECURITIES AND DISTRIBUTION OF THESE FINAL TERMS AND THE BASE PROSPECTUS AND THE SUPPLEMENTAL PROSPECTUS SEE "PURCHASE AND SALE" IN THE BASE PROSPECTUS.

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

Provisions relating to the Securities

1	(i)	Series:	G2010BTJK40K
	(ii)	Tranche:	1
2	Currency:		Pounds sterling ("GBP")
3		Number of Warrants or Exercisable Certificates being issued:	15,000,000
4		Calculation Amount per Security as at the Issue Date:	GBP 1 per Warrant
5	Form:
	(i)	Global/Definitive/	Global Bearer Securities:
		Uncertificated and dematerialised:	Permanent Global Security
	(ii)	NGN Form:	N/A
	(iii)	Held under the NSS:	N/A
	(iv)	CGN Form:	Applicable
	(v)	CDIs:	N/A
6	Trade Date:		26 October 2010
7	Issue Date:		9 November 2010
8	Issue Price:		GBP 0.82 per Security
9		Relevant Stock Exchange[s]:	It is intended that an application will be made for the Securities to be admitted to the Official List of the UK Listing Authority. It is also intended that an application will be

for the Securities to be admitted to the Official List of the UK Listing Authority. It is also intended that an application will be made for the Securities to be admitted to trading on the London Stock Exchange's regulated market. If such an application is made, a prospectus complying with the Prospectus Directive will be prepared and, once approved such prospectus will constitute a prospectus for the purposes of Article 5 of the Prospectus Directive. No assurance can be given that any such listing or admission to trading will be obtained and/or maintained.

10 The following Relevant Annex(es) shall apply to the Securities (specify each applicable Relevant Annex):

Commodity Linked Annex

Provisions relating to interest (if any) payable on the Securities

11	Interest:	N/A
12	Interest Amount:	N/A
13	Interest Rate[s]:	N/A
14	Screen Rate Determination:	N/A
15	ISDA Determination:	N/A
16	Margin:	N/A
17	Minimum/Maximum Interest Rate:	N/A
18	Interest Commencement Date:	N/A
19	Interest Determination Date:	N/A
20	Interest Calculation Periods:	N/A
21	Interest Payment Dates:	N/A
22	Day Count Fraction:	N/A
23	Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest, if different from those set out in the Base Conditions:	N/A
	Provisions relating to Exercise
24	(i) Exercise Style:	European Style
	(ii) Multiple Exercise Securities	N/A
27	Exercise Price:	N/A
28	Exercise Date(s):	26 October 2016

	(ii)	Multiple Exercise Securities	N/A
25		Call/Put Securities:	The Securities are Call Securities
26	Units:		The Securities must be exercised in Units. Each Unit consists of 1 Securities.
27		Exercise Price:	N/A
28		Exercise Date(s):	26 October 2016
29		Potential Exercise Business Dates:	N/A
30		Exercise Period:	N/A
31		Expiration Date:	26 October 2016
32		Automatic Exercise:	Applicable
33		Minimum Number Exercise Requirement:	N/A
34		Maximum Daily Number:	N/A
35		Nominal Call Event:	Applicable
	(i) Amount:	Nominal Call Threshold	As defined in Condition 24 of the Base Conditions

	(ii) Percentage:	Nominal Call Threshold	As defined in Condition 24 of the Base Conditions
36		Settlement Method:	Cash Settlement
37		Settlement Currency:	GBP
38		Settlement Number:	As defined in Condition 24 of the Base Conditions
39	Securities:	Terms relating to Cash Settled
	(i)	Exercise Cash Settlement Amount:	On the Exercise Cash Settlement Date, the Issuer shall pay to the Securityholders in respect of each Warrant an amount in the Settlement Currency determined by the Determination Agent in accordance with the following formula:
			Calculation Amount per Security * Min (155%, PureBetaFINAL / PureBetaINITIAL )
			Where:
			"PureBetaINITIAL" means the Relevant Commodity Price for the Commodity Index on the Strike Date; "PureBetaFINAL" means the Relevant Commodity Price for the Commodity Index
			on Exercise Date;
			"Strike Date" means 26 October 2010.
			"Relevant Commodity Price" means in respect of the Commodity Index, for any
			Pricing Date, the price, expressed as a price per unit of the Commodity Index, determined with respect to that day for the specified Commodity Reference Price.
	(ii)	Exercise Cash Settlement Date:	9 November 2016
	(iii)	Early Cash Settlement Amount:	As defined in Condition 24 of the Base Conditions
	(iv)	Early Cancellation Date:	As defined in Condition 24 of the Base Conditions
40		Specified Early Cancellation Event:	N/A
41		Terms relating to Physically Delivered	N/A

Securities:

42	Multiplier:		N/A
43		Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex:	Applicable
	(i) Disruption:	Affected Jurisdiction Hedging	N/A
	(ii)	Affected Jurisdiction Increased Cost of Hedging:	N/A
	(iii)	Affected Jurisdiction:	N/A
	(iv) Events:	Other Additional Disruption	N/A
	(v) Events:	The following shall not constitute Additional Disruption	Currency Disruption Event shall not apply
44		Share Linked Securities:	N/A
45		Index Linked Securities (Equity notices only):	N/A
46		Inflation Linked Securities:	N/A
47		FX Linked Securities:	N/A
48		Credit Linked Securities:	N/A
49		Commodity Linked Securities:	Applicable
	(i)	Relevant Commodity, Commodity Index, Basket of Commodities/Commodity Indices (including weighting of commodities/commodity indices) (each a "Reference Asset"):	Commodity Index: Barclays Capital Pure Beta DJ-UBS CISM Index
	(ii)	Commodity Reference Price:	Barclays Capital Pure Beta DJ-UBS CISM Index, meaning that the price for a Pricing Date will be that day's Specified Price for the Barclays Capital Pure Beta DJ-UBS CISM Index, stated in U.S. Dollars, published by Barclays Capital, and displayed on Bloomberg page BCC3C1PP that displays prices effective that Pricing Date.
	(iii)	Price Source(s):	N/A
	(iv)	Exchange(s):	N/A

	(v)	Specified Price:	Official Settlement Price
	(vi)	Delivery Date:	N/A
	(vii)	Pricing Date:	The Strike Date and the Exercise Date, subject to adjustment in accordance with the Commodity Business Day Convention
		Common Pricing:	Inapplicable
		(include only if Basket of Commodities/Commodity Indices)
	(viii)	Commodity Market Disruption Events:	As per the Commodity Linked Annex
		Disruption Fallback(s):	As per the Commodity Linked Annex
		Fallback Reference Price:	N/A
		Additional provisions for Trading Disruption:	N/A
	(ix) Index:	Adjustments to Commodity	As per the Commodity Linked Annex
	(x)	Commodity Business Day Convention:	Following
50		Debt Components:	N/A
		[For US Warrants]
51		Interest Rate Components: [For US Warrants]	N/A
52		Additional terms and conditions relating to the Securities:	N/A
		Additional provisions relating to Settlement
53		Minimum Settlement Amount	GBP 1,000
		Settlement in respect of APK Registered Securities, Dutch Securities, Italian Securities, Swedish Registered Securities, VPS Registered Securities or Spanish Securities:	N/A
54		Settlement in respect of Swedish Registered Securities:	N/A
55		Additional provisions relating to payment of Exercise Price:	N/A
56		Additional provisions relating to Taxes and Settlement Expenses:	N/A

Definitions

57	Definition of In-The-Money:	N/A
58	Additional Business Centre(s):	N/A

Selling restrictions and provisions relating to certification

59	Non-US Selling Restrictions:	In addition to those described in the Base Prospectus, no action has been made or will be taken that would permit a public offering of the Warrants or possession or distribution of any offering material in relation to the Warrants in any jurisdiction where action for that purpose is required.
		No offers, sales, re-sales or deliveries of
		any Warrants or distribution of any
		offering material relating to the Warrants,
		directly or indirectly, may be made in or from any jurisdiction except in
		circumstances which will result in
		compliance with all applicable laws and
		regulations and which will not impose any
		obligation on the Issuer, any Manager or
		the Determination Agent. SUBJECT TO CERTAIN EXCEPTIONS, AS
		DETAILED IN "PURCHASE AND SALE" IN THE
		BASE PROSPECTUS, THE WARRANTS MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933).
60	Applicable TEFRA exemption:	TEFRA D: D Rules Applicable
61	Other:	N/A
	[For US Warrants]
General
62	Business Day Convention:	Modified Following
63	Relevant Clearing System[s]:	Euroclear
		Clearstream
64	If syndicated, names [and addresses] of Managers [and underwriting commitments]:	N/A
65	Relevant securities codes:	ISIN: GB00B5M49188

Common Code: 55645493

66 Modifications to the Master Subscription Agreement and/or Master Agency Agreement:

67 Additional Conditions and/or

N/A

N/A

modification to the Conditions of the Securities:

Part B Other Information

1 LISTING AND ADMISSION TO TRADING

	(i)	Listing	It is intended that an application will be made to the UK Listing Authority for the Securities to be admitted to the Official List of the UK Listing Authority. No assurance can be given that such listing or passporting will be obtained and/or maintained.
	(ii)	Admission to trading:	It is intended for application to be made for the Securities to be admitted to trading on the London Stock Exchange. No assurance can be given that such listing or passporting will be obtained and/or maintained.
2	RATINGS

Ratings: The Securities have not been individually rated.

3 NOTIFICATION

N/A

4 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

Save as discussed in "Purchase and Sale", so far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the offer.

5 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i)	Reasons for the offer:	General funding
(ii)	Estimated net proceeds:	N/A
(iii)	Estimated total expenses:	N/A

6 FIXED RATE SECURITIES ONLY - YIELD

Indication of yield:	N/A
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7 FLOATING RATE SECURITIES ONLY - HISTORIC INTEREST RATES

N/A

8 PERFORMANCE OF REFERENCE ASSET(S) OR OTHER VARIABLE, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE REFERENCE ASSET(S) AND/OR OTHER UNDERLYING

N/A

9 PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT

N/A

10 OPERATIONAL INFORMATION

Any clearing system(s) other than [For US	N/A
Warrants: DTC,] Euroclear Bank S.A./N.V. and
Clearstream Banking Société Anonyme
(together with their addresses) and the
relevant identification number(s):
Delivery:	Delivery free of payment
Names and addresses of additional Paying Agents(s) (if any):	N/A
Intended to be held in a manner which would allow Eurosystem eligibility:	No

11 OFFER INFORMATION

The issue price may include a commission element shared with a third party. Further details of the commission element are available upon request.