Barclays PLC — Capital/Financing Update 2011

Jan 19, 2011

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 4,000,000 Government of Ghana Bond Linked Notes due January 2012 (the "Notes") Series GSN29657

under the Global Structured Securities Programme

Issue Price: 104.239% 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.

Subject as provided below, 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 19 January 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 AND THE BASE 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:	GSN29657
	(ii)	Tranche:	1
2	Currency:		USD
3	Notes:		Applicable
	(i)	Aggregate Nominal Amount as at the Issue Date:	USD 4,000,000
	(ii)	Specified Denomination:	USD 100,000
	(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:		5 January 2010
7	Issue Date:		19 January 2010
8		Redemption Date:	The date falling 5 Business Days after the final Valuation Date, scheduled to be 23 December 2011, subject to adjustment in accordance with the Business Day Convention and the Bond Linked Conditions.
9	Issue Price:		104.239 per cent. of the Aggregate Nominal Amount
10		Relevant Stock Exchange[s]:	London Stock Exchange
11	Annex):	The following Relevant Annex(es) shall apply to the Securities (specify each applicable Relevant	Bond Linked Annex
		Provisions relating to interest (if any) payable on the Securities

12	Interest:	Applicable
13	Interest Amount:	As per Conditions 4 and 24 of the Base Conditions

14 Interest Rate[s]:

	(i)	Fixed Rate:	N/A
	(ii)	Floating Rate:	N/A
	(iii)	Variable Rate:	N/A
	(iv)	Zero Coupon:	N/A
	(v)	Bond Linked Securities – Fixed Coupon:	N/A
	(vi)	Bond Linked Securities – Pass Through Interest:	Applicable as defined in the Bond Linked Securities Annex.
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:	N/A
22		Interest Payment Dates:	Each day which is 2 Business Days following each Valuation Date, provided that the final Interest Payment Date shall fall on the Redemption Date, subject to adjustment in accordance with the Bond Linked Conditions.
23		Day Count Fraction:	N/A
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:	N/A
		Provisions relating to Redemption
25		Settlement Method:	For the purpose of Condition 5.1 of the Base Conditions: Cash Settlement.
26		Settlement Currency:	USD Notwithstanding that the Notes are denominated in the Reference Currency, scheduled payments in respect of the Notes will be made in the Settlement Currency.
27		Settlement Number:	As defined in Condition 24 of the Base Conditions
28		Terms relating to Cash Settled Securities:
	(i)	Final Cash Settlement Amount:	On the Redemption Date, the Issuer shall subject to Conditions 7, 8 and 9 redeem each

Note in whole but not in part by paying each Securityholder an amount per Note in the Settlement Currency equal to the amount actually received by way of principal in respect of the redemption of the Reference Obligation Principal Amount of the Reference Obligation by a holder of the Reference Obligation divided by the Number of Notes Outstanding less all Applicable Taxes, as calculated by the Determination Agent, and converted from the Reference Currency into the Settlement Currency by the Determination Agent at the relevant FX Fixing on the final Valuation Date.

• (ii) Early Cash Settlement Amount: As defined in Condition 24 of the Base Conditions
• (iii) Early Cash Redemption Date: The tenth Business Day after the giving of notice by the Issuer to the Noteholders.
• 29 Terms relating to Physically Delivered Securities: N/A 30 Nominal Call Event: N/A 31 Call Option: N/A 32 Put Option: N/A 33 Specified Early Redemption Event: N/A 34 Maximum and Minimum Redemption Requirements: N/A 35 Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex: (i) Affected Jurisdiction Hedging Disruption: N/A (ii) Affected Jurisdiction Increased Cost of Hedging: N/A (iii) Affected Jurisdiction: N/A (iv) Other Additional Disruption Event: N/A (v) The following shall not constitute Additional Disruption Events: N/A 36 Share Linked Securities: 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:	Applicable
	(i)	Payments in respect of the Securities (including the Final Cash Settlement Amount):	Settlement Currency
	(ii)	Reference Entit(y)(ies):	The Republic of Ghana including any Successors.
	(iii)	Reference Obligation(s):	Issuer: The Republic of Ghana
			Currency: GHS
			Coupon: 14.47 %
			Coupon payment dates: 16th June 2011 and 15th Dec 2011.
			Maturity Date: 15 December 2011
			ISIN: GHGGOG010927
			Bloomberg Number: EG0646448
	(iv)	Substitute Reference Obligations:	Applicable
	(v)	Reference Obligation Jurisdiction:	Republic of Ghana
	(vi)	Reference Currency:	Reference Currency: "GHS" means the Ghana Cedi or any successor lawful currency of The Republic of Ghana (if a successor currency is introduced in the Republic of Ghana)
	(vii)	Reference Obligation Principal Amount:	GHS 5,900,000
	(viii)	Call Option:	Applicable
	(ix)	Coupon Amount Deduction:	Applicable
	(x)	Custody Charge:	As determined by the Determination Agent in its sole discretion
	(xi)	Expense Amount Fee:	0.25% of the Aggregate Nominal Amount of the Notes
	(xii)	Valuation Date:	In respect of any Interest Payment Date and/or the Redemption Date, one Business Day after the date on which payment is actually made by way of interest and/or principal in respect of the Reference Obligation, as applicable, provided that if such day, but for the occurrence on that day of an Unscheduled Holiday would have been a Valuation Date (a "Scheduled Valuation Date"), is as a result of such occurrence not a

Business Day, the Valuation Date in question shall be the next following Business Day on which an Unscheduled Holiday does not occur, provided that if the Valuation Date has not occurred on or before the 14th consecutive day after the relevant Scheduled Valuation Date, then such 14th day, if a Business Day but for the Unscheduled Holiday, or the next day that would have been a Business Day but for the Unscheduled Holiday, shall be deemed to be the relevant Valuation Date.

material relating to the Notes, directly or indirectly, may be made in or from any jurisdiction except in circumstances which will

	(xiii) FX Disruption Event:	Applicable
44	Mutual Fund Linked Securities:	N/A
	Provisions relating to Settlement
45	Minimum Settlement Amount:	N/A
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 for payments only.
		In respect of Valuation Dates only: London, New York and Accra
49	Additional Business Centre(s):	N/A
	Selling restrictions and provisions relating to certification
50	Non-US Selling Restrictions:	As set out in the Base Conditions.
		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 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

8

result in compliance with any applicable laws and regulations and which will not impose any obligation on the Issuer, the Manager (as the case may be) or the Determination Agent.

51	Applicable TEFRA exemption:	N/A
General
52	Business Day Convention:	Following
53	Relevant Clearing System[s]:	Euroclear
		Clearstream, Luxembourg and, for the purposes of Condition 7.2(a)(i) only, any clearing system determined by the Determination Agent in its sole and absolute discretion to be capable of settling transactions in respect of the Reference Obligation and/or the Substitute Reference Obligation
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: XS0578332974
		Common Code: 05783329
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:	Amendments to the Bond Linked Conditions
		For the purposes of the Notes:
		(a) "(or would have failed had it been a holder of the Reference Obligation)" shall be added after "fails" in Bond Linked Condition 1.2;
		(b) "on the Optional Early Redemption Payment Date" shall be added after "Reference Currency Market Value Amount per Security" in Bond Linked Condition 6.2(iii);
		(c) "Event" shall be replaced with "Date" in the last line of the definition of Settlement Currency Market Value Amount in Part C of the Bond Linked Annex;
		(d) "Following Business Day convention" shall be replaced with "Following Business Day Convention or" in the third paragraph of Bond Linked Condition 3.2;.

(e) Bond Condition 6.3(i) shall be amended by replacing the words "an amount" appearing therein with "a principal amount";

(f) The word "Obligation" appearing in paragraph (i) of the definition of Inconvertibility Event in Part C of the Bond Linked Annex shall be replaced by the word "obligation";

(g) Paragraph (iv)(d) of the definition of "Credit Event" in Part C of the Bond Linked Annex shall be amended by the addition of the following after the words "Reference Entity" in the last line thereof:

"or the holders of such obligations will not be entitled to receive or retain payments in respect of their claims against the government of the Republic of Indonesia at any time that the government of the Republic of Indonesia is in payment arrears or is otherwise in default under such obligation (For the avoidance of doubt, priorities arising by operation of law shall be taken into account in determining whether a change in the ranking of priority of payment in respect of any relevant debt obligation has occurred)".

(a) any Reference Obligation (or part thereof) and/or Substitute Reference Obligation (or part thereof) which is deliverable by the Issuer in accordance with the "Inconvertibility Event Settlement" or "Credit Event Settlement" provisions hereof shall constitute an Entitlement and a Reference Asset and the Physical Delivery Date in respect of such Reference Obligation Shall be the Optional Early Redemption Payment Date; and

(b) any Settlement Currency amount or Reference Currency amount payable by the Issuer in accordance with Bond Linked

Condition 6 shall constitute a Settlement Amount.

For the purposes of the Notes, the last paragraph of Condition 7.3 shall be amended by the inclusion of the words "any date on which settlement or delivery is due in respect of the Securities in accordance with the terms of the Bond Linked Securities" after the words "Actual Exercise Date" in the eighth line therein.

Part B Other Information

1 LISTING AND ADMISSION TO TRADING

(i)	Listing	London
(ii)	Admission to trading:	Application shall be made by or on behalf of the Issuer on or around the Issue Date for the Notes to be admitted to to trading on the London Stock Exchange plc's Regulated Market
(iii)	Estimate of total expenses related to admission to trading:	GBP 300

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

Save as discussed in "Subscription 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

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 Euroclear Bank S.A./N.V. and Clearstream	N/A
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

N/A