Barclays PLC — Capital/Financing Update 2010

Dec 28, 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

USD 10,000,000 Equity Linked Notes due 28 December 2011 (the "Notes")

Series GSN29490

under the Global Structured Securities Programme

Issue Price: 100 per cent. of par

This document constitutes the final terms of the Notes (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 28 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.

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. 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 SUBIECT 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

$\mathbf{1}$	Series:		GSN29490
2	Currency:		United States Dollar ("USD")
3	Notes:		Applicable
	(i)	Aggregate Nominal Amount as at the Issue Date:	USD 10,000,000
	(ii)	Specified Denomination:	USD 1,000
	(iii)	Calculation Amount per Security as at the Issue Date:	Specified Denomination
4	Certificates:		N/A
5	Form:
	(i)	Global/Definitive/Uncertificated and	Global Bearer Securities:
		dematerialised:	Temporary Global Security, exchangeable for a 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:		17 December 2010
7	Issue Date:		28 December 2010
8	Redemption Date:		28 December 2011, subject to adjustment in accordance with Business the Day Convention
9	Issue Price:		100 per cent. of the Aggregate Nominal Amount
10	Relevant Stock Exchange[s]:		London Stock Exchange
11	The following Relevant Annex(es) shall apply Equity Linked Annex to the Securities (specify each applicable Relevant Annex):
		Provisions relating to interest (if any) payable on the Securities
12	Interest:		Applicable
13	Interest Amount:		(A) If on each Fixing Date, the Share Price is

equal to or greater than 75 per cent. of the Initial Price, the Interest Amount shall be

calculated as follows:

Calculation Amount x 3.10%

(B) Otherwise, if on the relevant Fixing Date, the Share Price is less than 75 per cent. of the Initial Price, no Interest Amount shall be paid on the corresponding Interest Payment Date.

Where:

$N/A$

$N/A$

$N/A$

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

"Initial Price" means the Share Price on the Strike Date.

"Strike Date" means 17 December 2010.

"Fixing Date" means as set out in Schedule.

14	Interest Rate:	N/A
15	Screen Rate Determination:	N/A
16	ISDA Determination:	N/A
17	Margin:	N/A
18	Minimum/Maximum Interest Rate:	N/A
19	Interest Commencement Date:	N/A
20	Interest Determination Date:	N/A

21 Interest Calculation Periods:

22 Interest Payment Dates: As set out in the Schedule, subject to adjustment in accordance with the Business Day Convention

• 23 Day Count Fraction:
• 24 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:

Provisions relating to Redemption

25 Settlement Method: (i) For the purposes of Condition 5.1 of the Base Conditions:

Cash Settlement

(ii) For the purposes of Condition 5.5 of the Base Conditions:

26	Settlement Currency:		USD
27		Settlement Number:	As defined in Condition 24 of the Base Conditions
28		Terms relating to Cash Settled Securities:
	(i)	Final Cash Settlement Amount:	(A) If the Final Price is equal to or greater than 75 per cent. of the Initial Price, the Final Cash Settlement Amount shall be USD 1,000 per Calculation Amount per Security; or
			(B) if the Final Price is less than 75 per cent. of the Initial Price, the Final Cash Settlement Amount shall be calculated as follows:
			Calculation Amount x (Final Price/Initial Price)
			Where:
			"Final Price" means the Share Price as at the Valuation Time on the Final Valuation Date.
			"Final Valuation Date" means 20 December 2011.
	(ii)	Early Cash Settlement Amount:	As defined in Condition 24 of the Base Conditions
	(iii)	Early Cash Redemption Date:	As defined in Condition 24 of the Base Conditions
29	Securities:	Terms relating to Physically Delivered	N/A
30	Nominal Call Event:		N/A
31	Call Option:		N/A
32	Put Option:		N/A
33		Specified Early Redemption Event:	Applicable: If on any Fixing Date the Share Price is equal to or higher than the Initial Price, the Notes will be automatically redeemed at the Specified Early Cash Settlement Amount on the corresponding Specified Cash Redemption Date.
	(i)	Automatic Early Redemption:	Applicable

(ii) Cash Settled Securities:

Cash Settlement

	(a)	Specified Early Cash Settlement Amount:	USD 1,000 per Calculation Amount per Security
	(b)	Specified Early Cash Redemption Date(s):	The Interest Payment Date corresponding to the Fixing Date on which a Specified Early Redemption Event is deemed to have occurred.
(iii)		Physically Delivered Securities:	N/A
(iv)	Period:	Specified Early Redemption Notice	At least 2 Business Days prior to the Specified Early Cash Redemption Date, save that failure by the Issuer to notify the Securityholders of the occurrence of a Specified Early Redemption Event shall not prejudice or invalidate the occurrence or effect of such Specified Early Redemption Event.
	Requirements:	Maximum and Minimum Redemption	N/A
Annex:		Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant	N/A
		Share Linked Securities:	Applicable
(i)		Share(s) (each a "Reference Asset"):	Potash Corporation Saskatchewan Inc.
			(Bloomberg Code: POT UN )
(ii)		Exchange[s]:	New York Stock Exchange
(iii)		Related Exchange[s]:	All Exchanges
(iv)		Exchange Rate:	N/A
(v)	Assets:	Weighting for each Reference Asset comprising the Basket of Reference	N/A
(vi)		Initial Price of each Reference Asset:	As defined in Paragraph 13
(vii)		Number of Shares:	N/A
(viii)		Substitution of Shares:	Substitution of Shares $-$ Standard is. applicable.
(ix)		Valuation Date:	The Strike Date, each Fixing Date and the Final Valuation Date.
(x)		Valuation Time:	As defined in the Equity Linked Annex
(xi)		Averaging:	N/A

	(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
	$\left( xy\right)$	Dividend Exchange Rate:	N/A
	(xvi)	Other adjustments:	N/A
37		Index Linked Securities (Equity indices only):	N/A
38		Inflation Linked Securities:	N/A
39		FX Linked Securities:	N/A
40		Credit Linked Securities:	N/A
41		Commodity Linked Securities:	N/A
42		Proprietary Index Linked Securities:	N/A
43		Bond Linked Securities:	N/A
44		Mutual Fund Linked Securities:	N/A
		Provisions relating to Settlement
45	Minimum Settlement Amount:		USD 100,000
46	Settlement in respect of VP Notes, APK Registered Securities, Dutch Securities, Italian Securities, Swedish Registered Securities, VPS Registered Securities or Spanish Securities:		N/A
47		Additional provisions relating to Taxes and Settlement Expenses:	N/A
Definitions
48		Business Day:	As defined in Condition 24 of the Base Conditions
49		Additional Business Centre(s):	N/A
		Selling restrictions and provisions relating to certification
50		Non-US Selling Restrictions:	by the selling Investors bound are restrictions of the relevant jurisdiction(s) in which the Notes are to be sold as set out in the Base Prospectus.
			In addition, no action has been taken or will be taken that would permit a public

┡ Ρ offering of the Notes or possession or distribution of any offering material in relation to the Notes in any jurisdiction

where action for that purpose is required.

		No offers, sales, re-sales or deliveries of any Notes or distribution of any offering material relating to the Notes, 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 Dealer and the Determination Agent.
51	Applicable TEFRA exemption:	TEFRA: D Rules Applicable
General
52	Business Day Convention:	Modified Following
53	Relevant Clearing System[s]:	Euroclear
		Clearstream
54	If syndicated, names [and addresses] of Managers [and underwriting commitments]:	N/A
55	Details relating to Partly Paid Securities:	N/A
56	Relevant securities codes:	ISIN: XS0574139993
		Common Code: 057413999
57	Modifications to the Master Subscription Agreement and/or Agency Agreement:	N/A
58	Additional Conditions and/or modification to the Conditions of the Securities:	N/A

Part B Other Information

$\mathbf{1}$	LISTING AND ADMISSION TO TRADING
	(i)	Listing	London
	(ii)	Admission to trading:	Application is expected to be made by the Issuer (or on its behalf) for the Securities to be admitted to trading on the London Stock Exchange.
	(iii)	Estimate of total expenses related to admission to trading:	GBP 300
$\overline{2}$	RATINGS
	Ratings:		The Securities have not been individually rated.
3		NOTIFICATION
	N/A
4	INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
	N/A
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
$\overline{7}$		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

$N/A$

PERFORMANCE OF RATES OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF $\overline{9}$ INVESTMENT

$N/A$

10 OPERATIONAL INFORMATION

Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking Société Anonyme (together with their addresses) and the relevant identification $number(s)$ :	N/A
Delivery:	Delivery free of payment
Names and addresses of additional Paying Agents(s) (if any) [and APK Issue and Paying Agent / VP Issuing Agent/ [ENL Issuing Agent] / Swedish Issue and Paying Agent / VPS Issue and Paying Agent / Spanish Securities Issue and Paying Agent]:	N/A
Intended to be held in a manner which would allow Eurosystem eligibility:	No

11 OFFER INFORMATION

The Issue Price includes a commission element to be shared with a third party, which will be no more than 2.00 per cent. of the Issue Price. Further details of the commission element are available upon request.

Schedule

Fixing Dates / Interest Payment Dates

i	Fixing Date	Interest Payment Date
1	21 March 2011	28 March 2011
2	21 June 2011	28 June 2011
3	21 September 2011	28 September 2011
4	20 December 2011	28 December 2011