Barclays PLC — Capital/Financing Update 2010

Nov 12, 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 £3,000,000 Notes due November 2016

Series S1029

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 prospectus $(i)$ 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 (the "Conditions") set forth in the base prospectus dated 30 March 2010. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive") and must be read in conjunction with the Base Prospectus dated 30 March 2010 (the "Base Prospectus") which constitutes a base prospectus for the purposes of the Prospectus Directive. 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. Copies of such Base Prospectuses are 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

Final Terms dated 12 November 2010

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.

Index Disclaimer:

The Securities are not in any way sponsored, endorsed, sold or promoted by FTSE International Limited ("FTSE") or by the London Stock Exchange Plc (the "Exchange") or by The Financial Times Limited ("FT") and neither FTSE nor Exchange nor FT makes any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the FTSE 100 ("the Index") and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated by FTSE. However, neither FTSE nor Exchange nor FT shall be liable (whether in negligence or otherwise) to any person for any error in the Index and neither FTSE or Exchange or FT shall be under any obligation to advise any person of any error therein.

"FTSE®", "FT-SE®" and "Footsie®" are trade marks of the London Stock Exchange Plc and The Financial Times Limited and are used by FTSE International Limited under licence. "All-World", "All-Share" and "All-Small" are trade marks of FTSE International Limited.

FINAL TERMS

PART A

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:	£3,000,000 Notes due November 2016
2.	(a)	Series:	S1029
	(b)	Tranche:	$\mathbf{1}$
3.		Specified Currency:	Pounds Sterling ("£")
4.	Notes:	Aggregate principal amount of the
	(a)	Series:	£3,000,000
	(b)	Tranche:	£3,000,000
5.	Notes:	Denomination and number of $£ 1.00 (3,000,000$ Notes)
6.		Form of Note:	Temporary Global Note exchangeable for a Permanent Global Note
7.		Note Trade Date:	14 September 2010
8.		Note Issue Date:	12 November 2010
9.		Note Issue Price:	100 per cent. of par
10.	Annex):	The following Relevant Annex(es) shall apply to the Notes: (specify each applicable Relevant	Not Applicable
		Provisions relating to interest (if any) payable on the Note
11.	Interest:		Applicable
	(a)	Calculation Amount:	£1.00
	(b)	Interest Amount:	As per Conditions 3 and 21 of the Note Conditions

(c)	Interest Basis:	Variable Rate: Index Linked Interest
		(further particulars specified below)

$(d)$ Interest Rate(s):

• $(i)$ Fixed Rate: Not Applicable
• $(ii)$ Floating Rate Not Applicable
• $(iii)$ Variable Rate: Index Linked - see paragraph 26:

(A) (x) If, on any Interest Observation Date (i), the Index Level is greater than 60% x Fi, then the Issuer shall pay an Interest Amount on the corresponding Interest Payment Date (i), calculated in accordance with the following:

Denomination x 1.5625%

$OR$

(y) A Lock-In Event has occurred, then the Issuer shall pay an Interest Amount on the corresponding Interest Payment Date (i) and each subsequent Interest Payment Date (i) thereafter, calculated in accordance with the following:

Calculation Amount x 1.5625%

(B) Otherwise, no Interest Amount shall be payable on the corresponding Interest Payment Date (i)

Where:

"Index Level" means the level of the Index at the Valuation Time on a Scheduled Trading Day.

"Initial Index Level" of "Fi" means the Index Level on the Initial Valuation Date.

"Initial Valuation Date" means 5 November 2010.

"Interest Observation Date (i)" means each date as set out in Schedule 1 under the heading "Interest Observation Date" (where i = each Interest Observation Date from 1 to 24).

"Lock-In Event" shall be deemed to have occurred if, on any Lock-In Observation Date (i), the Index Level is greater than 125% x Fi.

"Lock-In Event Observation Date (i)" means each date as set out in Schedule 1 under the heading "Lock-In Event Observation Date" (where i = each Lock-In Observation Date 4, 8, 12, 16, 20 and 24).

		(iv)		Zero Coupon:	Not Applicable
	(e)	Screen Determination:		Rate	Not Applicable
	(f)	ISDA Determination:			Not Applicable
	(g)	Margin:			Not Applicable
	(h)	Minimum/Maximum Interest Rate:			Not Applicable
	(i)	Interest Date:		Commencement	Not Applicable
	(j)	Interest Date:		Determination	Not Applicable
	(k)	Interest Periods:		Calculation	Not Applicable
		(i)	Interest End Dates:	Period	Not Applicable
		(ii)	Interest calculation Calculation Periods:	method for short or long Interest	Not Applicable
	(1)			Interest Payment Dates:	Each Interest Payment Date (i), as set out in Schedule 1
	(m)	Day Count Fraction:			Not Applicable
	(n)			Business Day Convention:	Following
	(0)	Fall rounding denominator Conditions:	back	provisions, provisions, and any other terms relating to the method of calculating interest, if different from those set out in the Note	Not Applicable
	Provisions regarding redemption
12.		Note Redemption Date:			November 2016, subject to adjustment 21 in accordance Following Business with the 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 Hedging:	Cost of	Applicable
	(v)	Affected Hedging Disruption:	Jurisdiction		Not Applicable
	(vi)	Affected Increased Hedging:	Jurisdiction of Cost		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)	Condition 4.2:	For the purpose of Note		As stated in Condition 21 of the Note Conditions
	(ii)	Condition 4.4:	For the purpose of Note		As stated in Condition 21 of the Note Conditions
	(iii)	Condition 11:	For the purpose of Note		As stated in Condition 21 of the Note Conditions
	(iv)	Condition 20:			For the purpose of Note As stated in Condition 21 of the Note Conditions
18.	Note Redemption Amount:		follows:	£ 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 $E$ 1.00 in which case the Note Redemption Amount shall be determined as
				(a)	if the Warrant Market Value is more than $E$ 1.00 but equal to or less than £ 1.03, the Note Redemption Amount shall be an amount equal to the Warrant Market Value; and
				(b)	if the Warrant Market Value is more than £ 1.03, the Redemption Amount shall be £1.03.
19.		Note Redemption Notice Time:		10:00	10:00 am Brussels time (in the case of Euroclear Bank), 11:00 am Brussels time (if delivered by EUCLID) or am Luxembourg time (in the case of Clearstream, Luxembourg)
20.		Procedures for giving Note Issuer Redemption Notice and Noteholders' Notice if other than			Not Applicable

as specified in Condition $5.2(a)(ii)$ :

21.	5.2(a)(iii):	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	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 WS1029, issued by Barclays Capital (Cayman) Limited and guaranteed by Barclays Bank PLC. The Warrants are exercisable for Class 45B Redeemable Preference Shares in Barclays Capital (Cayman) Limited guaranteed by Barclays Bank PLC.
24.		Election Valuation Date:	7 November 2016
		Provisions relating to Relevant Annexes
25.		Equity Linked Provisions:	Not Applicable
26.		Index Linked Provisions:	Applicable
	(i)	Index/Indices (each a "Reference Asset"):	The FTSE 100 Index (the "Index"), as calculated and sponsored by the FTSE International Limited (the "Index Sponsor") (Bloomberg ticker: UKX)
	(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)	Averaging:	Not Applicable
	(vi)	Additional Disruption Event:	Not Applicable
	(vii)	FX Disruption Event:	Not Applicable
	(viii)	Valuation Date:	The Initial Valuation Date, each Interest Observation Date (i) (where "i" denotes a date on which the Index Level is observed from i = each Observation Date from 1 to 24) and each Lock-In Observation Date
	(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
	(xi)	Other adjustments:	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 5.00 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 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 8:00 a.m. on 21 September 2010 (London time) until 5:00 p.m. (London time) on 5 November 2010 (the Offer Period). See further Paragraph 8 of Part B below.
37.	appointed:	Changes to Principal Note Agent or Registrar or other agents	None
38.	Provisions	relating to redenomination:	Not Applicable

Operational Information

ISIN Code: XS0543317035 Common Code: 054331703 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:	WS1029
	(b)	Tranche:	1
5.	issued:	Number of Warrants being
	(a)	Series:	3,000,000
	(b)	Tranche:	3,000,000
6.		Warrant Trade Date:	14 September 2010
7.		Warrant Issue Date:	12 November 2010
8.		Warrant Issue Price:	£1.00 per Warrant
9.	Preference Shares for which the Warrants may be exercised:		Class 45B 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 for each Warrant will be an

amount equal to:

£2.00 - Index 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:

"Div" means the Index 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.

"Election Valuation Date" means 7 November 2016.

"Exercise Index Level" or "EIL" means the Index Level on the Warrant Exercise Valuation Date.

"Final Index Level" or "Ff" means the Index Level on the Final Valuation Date.

"Final Valuation Date" means the Election Valuation Date.

"Index Accrual" shall be calculated as follows:

EIL/(RIL x Exp(-Div x Time)

"Index Performance" shall be calculated as follows:

(A) If a Lock-In Event has occurred, then Index Performance shall be calculated in accordance with the following:

$(E 1.00 x 100%)$ x Index Accrual

(B) Otherwise, Index Performance shall be calculated in accordance with the following:

(£1.00 x Protection) x Index Accrual

"Index Level" means the level of the Index at the Valuation Time on a Scheduled Trading Day.

"Initial Index Level" or "Fi" means the Index Level as at the Valuation Time on the Initial Valuation Date.

"Initial Valuation Date" means 5 November 2010.

"Lock-In Event" shall be deemed to have occurred if, on any Lock-In Observation Date (i), the Index Level is greater than 125% x Fi.

"Lock-In Observation Date (i)" means each date as set out in Schedule 1 under the heading "Lock-In Event Observation Date" (where i = each Lock-In Observation Date 4, 8, 12, 16, 20 and 24).

"Protection" shall be calculated in accordance with the following:

(A) If Ff is greater than 60% x Fi, then Protection shall equal: 100%; otherwise

(B) If Ff equal to or less than 60% x Fi, then Protection shall be calculated as follows:

min(100%, Ff/Fi)

"Reference Index Level" or "RIL" means the Index Level 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.

"Warrant Exercise Valuation Date" means 2 December 2016.

5 December 2016, provided that, if such date is not a Business Day, the Warrant Exercise Date shall be the immediately succeeding Business Day.

1. Warrant Settlement Date: 5 December 2016 or, if such day is not a Business Day, the immediately following Business Day.

2. $15.$ Specified Early Exercise Event: Not Applicable

3. 1. $(i)$ Option to vary Yes settlement applies:

Warrant Exercise Date:

$13.$

$(ii)$

If ves. the Cash Settlement Amount: The Cash Settlement Amount shall be calculated in accordance with the following:

Index 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)	lf Cash the yes, Settlement Date:	Condition 4.3 applies
17.		Early Cash Settlement Amount:	As set out in Warrant Condition 6
18.	Guaranteed Amount:	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 Cancellation Notice Period:	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:	Not Applicable
22.		Index Linked Warrants:	Applicable
	(i)	Index/Indices (each a "Reference Asset"):	The FTSE 100 Index (the "Index"), as calculated and sponsored by the FTSE International Limited (the "Index Sponsor") (Bloomberg ticker: UKX )
	(ii)	$Exchange[s]$ :	London Stock Exchange
	(iii)	Related Exchange[s]:	All Exchanges
	(iv)	for Weighting each Reference Asset comprising the Basket of Reference Assets:	Not Applicable
	(v)	Averaging:	Not Applicable
	(vi)	Additional Disruption Event in respect of Index Linked Warrants:	Not Applicable
	(vii)	FX Disruption Event:	Not Applicable
	(viii)	Valuation Date:	Each date on which each 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
	(xi)	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.	Preference Share Redemption 4 December 2017 Date:

ISIN Number: KYG0802E6496 Common Code: 54366957

FINAL TERMS RELATING TO THE PREFERENCE SHARES

1.	Preference Share Issuer:	Barclays Capital (Cayman) Limited
2.	Preference Share Issue Date:	5 December 2016
3.	Preference Share Class:	Class 45B
4.	Preference Share Redemption £ 2.00 x (1 + Share Increase) Amount:
5.	Preference Share Redemption Date:	4 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
	ICIMINL, mark on VVCOOODECEC1

ISIN Number: KYG0802E6561 Common Code: 54367031

$1.$ LISTING AND ADMISSION TO TRADING

(i)	Listing and admission	Application will be made by the Bank (or on its behalf) for
	to trading:	the Notes to be admitted to trading on and admitted to the Official List of the London Stock Exchange's regulated market with effect from 21 November 2010.
		No application had 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

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:
• 1. HISTORIC INTEREST RATES (FLOATING RATE NOTES ONLY)

Not Applicable

1. 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: UKX .

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.

Has a Lock-In Event occurred?	Final Index Level	Possible return based upon £10,000 investment
Yes	80%	£10,000
Yes	20%	£10,000
No	200%	£10,000
	150%	£10,000
	120%	£10,000

100%	£10,000
80%	£10,000
50%	£5,000
30%	£3,000

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.

8. TERMS AND CONDITIONS OF THE OFFER

Non avampt public offer provisions.

ivoir-exempt public offer provisions.	Applicable
Offer Price:	Issue Price of the Notes.
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 any

Applicable

applications will be automatically 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 accordance with the relevant Financial in 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 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 be made by each Financial may 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 of any expenses and taxes specifically charged to the subscriber or purchaser:	Not applicable
Name(s) and address(es), to the extent known to	Merchant Capital Limited

the Bank, of the placers in the various countries Aldermary House,
where the offer takes place: 10-15 Queen Stree 10-15 Queen Street, London EC4N 1TX

Schedule 1

Interest Payment Dates, Interest Observation Dates and Lock-In Observation Dates

(i)	Interest Observation Date	Lock-In Observation Date	Interest Payment Date
1	07/02/2011		Observation Date 1 + 5 Business Days
$\overline{2}$	05/05/2011		Observation Date 2 + 5 Business Days
3	05/08/2011		Observation Date 3 + 5 Business Days
$\overline{4}$	07/11/2011	07/11/2011	Observation Date 4 + 5 Business Days
5	06/02/2012		Observation Date 5 + 5 Business Days
6	08/05/2012		Observation Date 6 + 5 Business Days
7	06/08/2012		Observation Date 7 + 5 Business Days
8	05/11/2012	05/11/2012	Observation Date 8 + 5 Business Days
9	05/02/2013		Observation Date 9 + 5 Business Days
10	07/05/2013		Observation Date 10 + 5 Business Days
11	05/08/2013		Observation Date 11 + 5 Business Days
12	05/11/2013	05/11/2013	Observation Date 12 + 5 Business Days
13	05/02/2014		Observation Date 13 + 5 Business Days
14	06/05/2014		Observation Date 14 + 5 Business Days
15	05/08/2014		Observation Date 15 + 5 Business Days
16	05/11/2014	05/11/2014	Observation Date 16 + 5 Business Days
17	05/02/2015		Observation Date 17 + 5 Business Days
18	05/05/2015		Observation Date 18 + 5 Business Days
19	05/08/2015		Observation Date 19 + 5 Business Days
20	05/11/2015	05/11/2015	Observation Date 20 + 5 Business Days
21	05/02/2016		Observation Date 21 + 5 Business Days
22	05/05/2016		Observation Date 22 + 5 Business Days
23	05/08/2016		Observation Date 23 + 5 Business Days
24	07/11/2016	07/11/2016	Observation Date 24 + 5 Business Days