Barclays PLC — Capital/Financing Update 2010

Dec 1, 2010

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

10,000,000 Equity Linked Warrants

under the Global Structured Securities Programme

Series GWS717

Issue Price: NOK 10.85 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 1 December 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.

Important Notice:

Prospective purchasers of the Securities should also be aware that the Issuer is expected to release their third quarter unaudited Interim Management Statement in or around November 2010.

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
US Principal Warrant Agent:	N/A
Issue and Paying Agent:	Skandinaviska Enskilda Banken AB (publ) (the "VPS Issue and Paying Agent")
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"). 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 PROSPECTUS.

EACH PURCHASER OF REGISTERED SECURITIES WILL BE DEEMED, BY ITS ACCEPTANCE OF PURCHASE OF ANY SUCH REGISTERED SECURITIES, TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS INTENDED TO RESTRICT THE RESALE OR OTHER TRANSFER OF SUCH REGISTERED SECURITIES AS SET OUT IN "TRANSFER RESTRICTIONS FOR REGISTERED SECURITIES".

THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER US REGULATORY AUTHORITY, AND NONE OF THE FOREGOING AUTHORITIES HAS PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF SECURITIES OR THE ACCURACY OR THE ADEQUACY OF THESE FINAL TERMS OR THE BASE PROSPECTUS OR THE SUPPLEMENTAL

PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

These Securities are VPS Registered Securities. Securityholders should refer to the provisions of the Norwegian Securities Annex of the Base Prospectus which shall apply to the Securities.

1	Series:	GWS717
2	Currency:	Norwegian Krone ("NOK")
3	Number of Warrants or Exercisable Certificates being issued:	10,000,000
4	Calculation Amount per Security as at the Issue Date:	NOK 100 per Security
5	Form:
	(i) Global/Definitive/ Uncertificated and dematerialised:	uncertificated The Securities in are and dematerialised book-entry form
	NGN Form: (ii)	N/A
	(iii) Held under the NSS:	N/A
	CGN Form: (iv)	N/A
	CDI s : (v)	N/A
6	Trade Date:	17 November 2010
7	Issue Date:	1 December 2010
8	Issue Price:	NOK 10.85 per Security
9	Relevant Stock Exchange[s]:	London Stock Exchange
10	The following Relevant Annex(es)	Equity Linked Annex
	shall apply to the Securities (specify each applicable Relevant Annex):	Norwegian Securities Annex

Provisions relating to the Securities

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

11	Interest:		N/A
12		Interest Amount:	N/A
13		Interest Rate[s]:
	(i)	Fixed Rate:	N/A
	(ii)	Floating Rate:	N/A
	(iii)	Variable Rate:	N/A
	(iv)	Zero Coupon:	N/A
14		Screen Rate Determination:
15		ISDA Determination:	N/A
16	Margin:		N/A
17		Minimum/Maximum Interest Rate:	N/A
	(i)	Minimum Interest Rate	N/A

		(ii)	Maximum Interest Rate	N/A
18			Interest Commencement Date:	N/A
19			Interest Determination Date:	N/A
20			Interest Calculation Periods:	N/A
		(i)	Interest Period End Dates:	N/A
		(ii)	Interest calculation method for short or long Interest Calculation Periods:	N/A
21			Interest Payment Dates:	N/A
22			Day Count Fraction:	N/A
23		Conditions:	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	N/A
			Provisions relating to Exercise
24	(i)		Exercise Style:	European Style
	(i)		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 Security.
27		Exercise Price:		N/A
28		Exercise Date(s):		Valuation Date
29			Potential Exercise Business Dates:	N/A
30		Exercise Period:		N/A
31		Expiration Date:		Exercise Date
32		Automatic Exercise:		Applicable: in whole
33			Minimum Number Exercise Requirement:	N/A
34			Maximum Daily Number:	N/A
35		Nominal Call Event:		N/A
36		Settlement Method:		Cash Settlement
37			Settlement Currency:	NOK
38		Settlement Number:		As defined in Condition 24 of the Base Conditions.
39			Terms relating to Cash Settled Securities:
	(i)		Exercise Cash Settlement Amount:	The Exercise Cash Settlement Amount in respect of each Warrant will be determined as follows:

Calculation Amount × Max[MIN[Basket Performance, CAP], 0]

Where:

"Basket Performance" means:

$\frac{Share_{i_{final}} -Share_{i_{initial}}}{Share_{i_{initial}}}\nonumber$

"Cap" means 30%.

"Sharei_initial" means the official price of Share(i) at the Valuation Time on the Strike Date.

"Shareinnal" means the arithmetic average of the official prices of Share(i) at the Valuation Time on the Averaging Dates.

"Strike Date" means 17 November 2010.

"Wi" means the weighting as set out in the Schedule.

1 December 2011, subject to adjustment in accordance with the Following Business Day Convention

As defined in Condition 24 of the Base Conditions

As defined in Condition 24 of the Base Conditions

A basket of Shares comprised of the Shares set out

In respect of each Share, as set out in the Schedule

$N/A$ $N/A$

$N/A$

$N/A$

41 Terms relating to Physically Delivered Securities:

Specified Early Cancellation Event:

$(ii)$

$(iii)$

$(iv)$

40

• 42 Multiplier:
• 43 Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex:
• $(i)$ Affected Jurisdiction Hedging $N/A$ Disruption:

Exercise Cash Settlement Date:

Early Cash Settlement Amount:

Early Cancellation Date:

• $(ii)$ Affected Jurisdiction Increased $N/A$ Cost of Hedging:
• Affected Jurisdiction: $(iii)$
• $(iv)$ Other Additional Disruption $N/A$ Events:
• $(v)$ The following shall not constitute Increased Cost of Hedging Additional Disruption Events:

44 Share Linked Securities:

$(i)$ Share(s) (each a "Reference Asset"):

Related Exchange:

$(ii)$ Exchange:

$(iii)$

In respect of each Share, All Exchanges

$N/A$

in the Schedule

Applicable

• Exchange Rate: $(iv)$
• $(v)$ Weighting for each Reference Asset In respect of each Share, as set out in the Schedule

		Assets:	comprising the Basket of Reference
	(v i )	Asset:	Initial Price of each Reference	N/A
	(vii)		Number of Shares:	N/A
	(viii)		Substitution of Shares:	Substitution of Shares - Standard is applicable
	(ix)		Valuation Date:	17 November 2011
	(x)		Averaging:	Applicable
		(a)	Averaging Dates:	15 November 2011, 16 November 2011 and 17 November 2011
		(b)	Consequence of an Averaging Date being a Disrupted Day:	Modified Postponement
	(x i )		Valuation Time:	As defined in Conditino 24 of the Base Conditions
	(xii)		Additional Disruption Event in respect of Share Linked Securities:	Insolvency Filing
	(xiii)		FX Disruption Event:	N/A
	(xiv)		Market Access Dividend and Rights Issue Provisions:	N/A
	(xv)		Dividend Exchange Rate:	N/A
	(xvi)		Other adjustments:	N/A
45	only):		Index Linked Securities (Equity notices	N/A
46			Inflation Linked Securities:	N/A
47	FX Linked Securities:			N/A
48	Credit Linked Securities:			N/A
49	Commodity Linked Securities:			N/A
50			Debt Components:	N/A
51			Interest Rate Components:	N/A
			Additional provisions relating to Settlement
52			Minimum Settlement Amount	4,000 Warrants and 1 Warrant thereafter.
		Securities:	Settlement in respect of APK Registered Securities, Dutch Securities, Italian Securities, Swedish Registered Securities, VPS Registered Securities or Spanish	For so long as it is a requirement of the VPS Rules, the VPS Registered Securities may not provide for any form of settlement (including in respect of payment of interest) other than payment in cash.
53			Settlement in respect of Swedish Registered Securities:	N/A
54		of Exercise Price:	Additional provisions relating to payment	N/A
55			Additional provisions relating to Taxes and	N/A

$\langle \hat{U} \rangle$

Settlement Expenses:

Definitions

58

56 Definition of In-The-Money:

A CONTRACTOR PRESENTA

$\sim$

As defined in Condition 24 of the Base Conditions

57 Additional Business Centre(s):

Selling restrictions and provisions relating to certification

Other than those described in the Base Prospectus Non-US Selling Restrictions: nothing has been done to permit a public offering of the Warrants in any jurisdiction. The Warrants may only be marketed or sold in compliance with the applicable laws and regulations and in circumstances which will not impose any obligations on the Issuer. Manager and Determination Agent. Investors are bound by the selling restrictions of the relevant jurisdiction(s) in which the Warrants are to be sold as set out in the Base Prospectus. The Warrants have not been and will not be

$N/A$

registered under the US Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account of benefit of, US persons except in certain transactions exempt from the registration requirements of the Securities Act.

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 any applicable laws and regulations and which will not impose any obligation on the Issuer, the Manager and the Determination Agent.

The Warrants may only be sold to investors in Norway who are capable of understanding the product and the risks involved with investing in it.

צכ	Applicable TEFRA exemption:	N/A
60	Other:	N/A
General
61	Business Day Convention:	Following
62	Relevant Clearing System[s]:	Verdipapirsentralen ASA
63	If syndicated, names [and addresses] of Managers [and underwriting commitments]:	N/A
64	Relevant securities codes:	ISIN: NO0010591142

$\overline{a}$

• 65 Modifications to the Master Subscription $N/A$ Agreement and/or Master Agency Agreement:
• 66 Additional Conditions and/or $N/A$ modification to the Conditions of the Securities:

Part B Other Information

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

(i)	Listing	London
(ii)	Admission to trading:	Application will be made by the Issuer (or on its behalf) for the Securities to be admitted to trading on the London Stock Exchange's Regulated Market with effect from the Issue Date
(iii)	Estimate of total expenses related to admission to trading:	N/A
RATINGS
Ratings:		The Securities have not been individually rated.

$\overline{3}$ NOTIFICATION

$\overline{2}$

The Financial Services Authority has provided the competent authority in Norway with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.

$\overline{\mathbf{4}}$ INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE 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:	NOK 108,500,000
(iii)	Estimated total expenses:	N/A

6 FIXED RATE SECURITIES ONLY - YIELD

[Indication of yield: $N/A$

$\overline{7}$ FLOATING RATE SECURITIES ONLY - HISTORIC INTEREST RATES

$N/A$

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

Applicable

Past and future performance of the Shares can be obtained from various internationally recognised published or electronically available news sources, for example, Bloomberg.

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

The Warrants are linked to the performance of the Shares and an investment in the Warrants involves a high degree of risk. Investors should note that the Exercise Cash Settlement Amount payable on settlement is dependent on the arithmetic average of the official closing prices of the Shares on the Averaging Dates relative to the official closing prices of the Shares on the Strike Date subject to the Cap on the performance of the Basket of Shares. A relatively small movement in the price of the Shares can result in a large movement in the price of the Warrants. In certain circumstances, including the event that the Warrants are subject to cancellation, the amount paid to Securityholders on settlement may be less than their original investment. Investors should form their own views on the merits of an investment related to the Shares based on their own investigation thereof.

If the arithmetic average of the official closing prices of the Shares on the Averaging Dates as a weighted basket is less than or equal to the official closing prices of the Shares on the Strike Date as a weighted Basket, then the warrants will expire worthless and hence the whole investment will be lost.

The Issuer does not intend to provide post-issuance information.

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 Warrants: DTC,] Euroclear Bank S.A./N.V. and Clearstream Banking Société Anonyme (together with their addresses) and the

Verdipapirsentralen ASA

The address of Verdipapirsentralen ASA is Biskop Gunnerus' gate 14A, 0185 Oslo, Norway

	relevant identification number(s): Delivery: Names and addresses of additional Paying Agents(s) (if any):	Delivery against payment Skandinaviska Enskilda Banken AB (publ), acting through it's division SEB Merchant Banking, Custody Services in Oslo Attention: SEB Merchant Banking, Custody Services P.O.Box 1843, Vika No-0123 Oslo Norway Fax: +47 22827171
	Intended to be held in a manner which would allow Eurosystem eligibility:	No
11	OFFER INFORMATION
	Offer Price:	NOK 10.85 per Security
		The Offer Price will include a commission element shared with a third party, which will be no more than 10% of the Issue Price. Further details of the commission element are available upon request.
	Offer Period:	The Offer Period shall be from and including 8 November 2010 to and 17 November 2010 including 3:00p.m. (Oslo time).
	Conditions to which the offer is subject:	Offers of the Securities made prior to the Issue Date are conditional on their issue. Warrants will be allotted subject to availability in the order of receipt of investors' applications.
		The Issuer reserves the right to withdraw the offer of the Securities 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 Securities and any applications will be automatically cancelled and any purchase money will be refunded to the applicant.
	Description of the application process:	Applications for the Warrants can be made in Oslo Distributor). through First Securities AS (the

Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:

Details of the minimum and/or maximum amount of application:

the offer are to be made public:

Details of the method and time limits for paying up and delivering the Securities:

Procedure for exercise of any right of pre-emption, negotiability $of$ subscription rights and treatment of subscription rights not exercised:

Categories of potential investors to which the Securities are offered and whether tranche(s) have been reserved for certain countries:

Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:

Amount of any expenses and taxes $N/A$ specifically charged to the subscriber or purchaser:

Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place.

Distribution will be in accordance with the Distributor's usual procedures, notified to investors by the Distributor.

Subscription orders may be reduced in case of oversubscription, excess amount of funds paid being reduced without delay with no entitlement for compensation.

The minimum amount of application is 4,000 Warrants and 1 Warrant thereafter.

Manner in and date on which results of Results of the offer will be made public via the Distributor as soon as practically possible after the end of the Offer Period.

The Warrants will be issued on the Issue Date against payment to the Issuer of the net subscription moneys. Each investor will be notified by the Distributor of the settlement arrangements in respect of the Warrants at the time of such investor's application.

$N/A$

Offers may be made by the Distributor in Norway to any person. Offers (if any) in other EEA countries will only be made by the Distributor pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus.

Applicants will be notified directly by the Distributor of the success of their application. No dealings in the Securities may take place prior to the Issue Date.

First Securities AS Fiordalleen 16 Aker Brygge 0115 Oslo Norway

Schedule

Basket of Shares

	Share	Exchange(s)	Related Exchanges	Bloomberg	Weighting (W 1 )	Shareimitial
$\mathbf{1}$	STATOIL ASA	OSLO BØRS	All Exchanges	STL NO	30.92%	124.7
$\overline{2}$	TELENO R ASA	OSLO BØRS	All Exchanges	TEL NO	13.42%	93.3
$\overline{3}$	DNBNOR ASA	OSLO BØRS	All Exchanges	DNBNOR NO	10.89%	78.7
$\overline{4}$	YARA INTERNA TIONAL ASA	OSLO BØRS	All Exchanges	YAR NO	8.06%	295.0
5.	SEADRIL L LTD	OSLO BØRS	All Exchanges	SDRL NO	8.01%	190.6
6	ORKLA ASA	OSLO BØRS	All Exchanges	ORK NO	7.78%	55.35
$\overline{7}$	NORSKE HYDRO ASA	OSLO BØRS	All Exchanges	NHY NO	5.72%	37.12
8	ACERGY SA	OSLO BØRS	All Exchanges	ACY NO	3.48%	125.5
9	STOREB RAND ASA	OSLO BØRS	All Exchanges	STB NO	3.01%	40.1
1 0	AKER SOLUTIO N ASA	OSLO BØRS	All Exchanges	AKSO NO	2.54%	87.75
$\mathbf{1}$ 1	MARINE HARVES Τ	OSLO BØRS	All Exchanges	MHG NO	2.27%	6.26
$\mathbf{1}$	PETROL	OSLO	All Exchanges	PGS NO	2.06%	79.3

2	EUM	BØRS
	GEC-
	SERVICE
	S ASA
	ROYAL		All Exchanges		1.84%	250.6
3	CARRIBE
	AN
	CRUISES	OSLO
	LTD	BØRS		RCL NO