Barclays PLC — Capital/Financing Update 2011

Feb 11, 2011

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 CAPITAL (CAYMAN) LIMITED

EUR 8,000,000 Notes linked to a Basket of Indices due February 2014 (the "Notes")

Series G20112WKL44B

under the Global Structured Securities Programme

Issue Price: 100.00 per cent. of par

This document constitutes the final terms of the [Notes/Certificates] (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 11 February 2011

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

Index Disclaimer

STOXX

STOXX and its licensors (the "Licensors") have no relationship to Barclays Bank PLC ("Barclays"), other than the licensing of the Eurostoxx 50 Index® and the related trademarks for use in connection with the Notes.

STOXX and its Licensors do not:

• Sponsor, endorse, sell or promote the Notes.
• Recommend that any person invest in the Notes or any other securities.
• Have any responsibility or liability for or make any decisions about the timing, amount or pricing of Notes.
• Have any responsibility or liability for the administration, management or marketing of the Notes.
• Consider the needs of the Notes or the owners of the Notes in determining, composing or calculating the Eurostoxx 50 Index ®or have any obligation to do so.

STOXX and its Licensors will not have any liability in connection with the Notes. Specifically:

• STOXX and its Licensors do not make any warranty, express or implied and disclaim any and all warranty about:
• The results to be obtained by the Notes, the owner of the Notes or any other person in connection with the use of the Eurostoxx 50 Index® and the data included in the Eurostoxx 50 Index® including symbol ®:
• The accuracy or completeness of the Eurostoxx 50 Index® and its data;
• The merchantability and the fitness for a particular purpose or use of the Eurostoxx 50 Index® including symbol ® and its data:
• STOXX and its Licensors will have no liability for any errors, omissions or interruptions in the Eurostoxx 50 Index® including symbol ® or its data;
• Under no circumstances will STOXX or its Licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or its Licensors knows that they might occur.

The licensing agreement between Barclays and STOXX is solely for their benefit and not for the benefit of the owners of the Notes or any other third parties

S&P 500 disclaimer

The Notes are not sponsored, endorsed, sold or promoted by Standard & Poor's and Standard & Poor's makes no representation regarding the advisability of investing in the Notes.

The Product(s) is not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of McGraw-Hill, Inc. ("S&P"). S&P makes no representation or warranty, express or implied, to the owners of the Product(s) or any member of the public regarding the advisability of investing in securities generally or in the Product(s) particularly or the ability of the S&P Indices to track general stock market performance. S&P's only relationship to the Licensee is the licensing of certain trademarks and trade names of S&P and of the S&P Indices which is determined, composed and calculated by S&P without regard to the Licensee or the Product(s). S&P has no obligation to take the needs of the Licensee or the owners of the Product(s) into consideration in determining, composing or calculating the S&P Indices. S&P is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in the determination or calculation of the equation by which the Product(s) is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Product(s).

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P INDICES OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE PRODUCT(S), OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P INDICES OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES. AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANT- ABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P INDICES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

Nikkei Disclaimer

The Nikkei Stock Average ("Index") is an intellectual property of Nikkei Inc.* "Nikkei", "Nikkei Stock Average", and "Nikkei 225" are the service marks of Nikkei Inc. Nikkei Inc. reserves all the rights, including copyright, to the index. Nikkei Digital Media, Inc., a wholly owned subsidiary of Nikkei Inc. calculates and disseminates the Index under exclusive agreement with Nikkei Inc. Nikkei Inc. and Nikkei Digital Media Inc. are collectively "Index Sponsor".

* Formerly known as Nihon Keizai Shimbun, Inc. Name changed on January 1, 2007.

The Products are not in any way sponsored, endorsed or promoted by the Index Sponsor. The Index Sponsor does not make any warranty or representation whatsoever, express or implied, either as to the results to be obtained as to the use of the Index or the figure as which the Index stands at any particular day or otherwise. The Index is compiled and calculated solely by the Index Sponsor. However, the Index Sponsor shall not be liable to any person for any error in the Index and the Index Sponsor shall not be under any obligation to advise any person, including a purchase or vendor of the Products, of any error therein.

In addition, the Index Sponsor gives no assurance regarding any modification or change in any methodology used in calculating the Index and is under no obligation to continue the calculation, publication and dissemination of the Index.

SMI Disclaimer

These securities are not in any way sponsored, ceded, sold or promoted by the SWX Swiss Exchange and the SWX Swiss Exchange makes no warranty or representation whatsoever, express or implied, either as to the results to be obtained from the use of the SMI® index (the "Index") and/or the level at which such index stands at any particular time on any particular day. However, the SWX Swiss Exchange shall not be liable (whether through negligence or otherwise) to any person for any error in the index and the SWX Swiss Exchange shall not be under any obligation to disclose such errors.

SMI® is a trademark that been registered in Switzerland and/or abroad by the SWX Swiss Exchange.

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 SUBIECT TO US TAX LAW REOUIREMENTS. SUBIECT 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 PROSPECTUSES. 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

The Indices are currently sponsored by the respective Index Sponsors. The Notes are not in any way sponsored, endorsed or promoted by any of the Index Sponsors. The Index Sponsors have no obligation to take the needs of the holders of the Notes into consideration in compositing, determining or calculating the Indices (or causing the Indices to be calculated). In addition, the Index Sponsors make no warranty or representation whatsoever, express or implied, as to the results to be obtained from the use of the Indices and/or the respective levels at which the Indices stand at any particular time on any particular day or otherwise, and shall not be liable whether in negligence or otherwise, to any party to the Notes or the holders of the Notes for any error in the Indices or under any obligation to advise any such party of any error therein.

Provisions relating to the Securities

1	(i)	Series:	G20112WKL44B
	(ii)	Tranche:	1
2	Currency:		Euro ("EUR")
3	Notes:		Applicable
	(i)	Aggregate Nominal Amount as at the Issue Date:	EUR 8,000,000
	(ii)	Specified Denomination:	EUR 1,000
	(iii)	Calculation Amount per Security as at the Issue Date:	Specified Denomination
4	Certificates:		N/A
5	Form:
		(i) Global/Definitive/Uncertificated	Global Bearer Securities:
		and dematerialised:	Temporary Global Security, exchangeable for a Permanent Global Security
	(ii)	NGN Form:	Applicable
	(iii)	Held under the NSS:	N/A
	(iv)	CGN Form:	N/A
	(v)	CDIs:	N/A
6	Trade Date:		28 January 2011
7	Issue Date:		11 February 2011
8	Redemption Date:		11 February 2014, subject to adjustment in accordance with the Business Day Convention
9	Issue Price:		100.00 per cent. of the Aggregate Nominal Amount
10	Relevant Stock Exchange[s]:		London Stock Exchange
11	The following Relevant Annex(es) shall apply to the Securities (specify each applicable Relevant Annex):		Equity Linked Annex
Provisions relating to interest (if any) payable on the Securities
12	Interest:		Applicable
13		Interest Amount:	In respect of each Interest Payment Date(i), the Interest amount shall be equal to 1.80 per cent. of the Calculation Amount per Note
14		Interest Rate[s]:	N/A
15		Screen Rate Determination:	N/A

$N/A$

$N/A$

16

$17\,$

ISDA Determination:

Margin:

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 Interest Payment Date(i) as set out in Schedule 2, each date subject to adjustment in accordance with the Business Day Convention.
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:	For the avoidance of doubt, if the Notes are redeemed pursuant to paragraph 31 below, the Interest Amount due on the relevant Interest Payment Date will be paid and no will Interest Amounts more be paid afterwards.
	Provisions relating to Redemption
25	Settlement Method:	(i) For the purposes of Condition 5.1 of the Base Conditions: Cash Settlement
		For the purposes of Condition 5.3 (ii) of the Base Conditions: Cash Settlement
26	Settlement Currency:	EUR
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 will redeem each Note in the Settlement Currency as follows:
		(A) If the Final Index Level of each Index is equal to or greater than 60 per cent. of its Initial Index Level, the Final Cash Settlement Amount will be calculated as follows: Calculation Amount x 100%
		(B) if the Final Index Level of any Index is less than 60 per cent. of its Initial Index Level, the Final Cash Settlement Amount will be calculated as follows:
		Calculation Amount x Performance of the Worst Performing Index
		Where:

				"Final Index Level" means, in respect of each Index(i), the Index Level on the Final Valuation Date.
				"Initial Index Level" means, in respect of each Index(i), the Index Level on the Initial Valuation Date, as set out in Schedule 1.
				"Performance" means in respect of each performance $Index(i)$ , its calculated in accordance with the following formula: Final Index Level / Initial Index Level
				"Final Valuation Date" means 31 January 2014.
				"Initial Valuation Date" means 31 January 2011.
				"Worst Performing Index" means the Index(i) which has the lowest Performance.
	(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:		Applicable
	(i)		Cash Settled Securities:	Applicable
			(a) Optional Cash Settlement Amount:	EUR 1,000 per Calculation Amount per Security
		(b)	Optional Cash Redemption Date	Each Optional Cash Redemption Date(i), as set out in Schedule 2
	(ii)		Physically Delivered Securities:	N/A
	(iii)		Issuer Option Exercise Period:	As defined in Condition 24 of the Base Conditions
	(iv)		Issuer Notice Period:	In respect of each Optional Cash Redemption Date(i), the Securityholder will be notified on the corresponding Notification Date(i), as set out in Schedule 2.
32		Put Option:		N/A
33			Specified Early Redemption Event:	N/A
34		Requirements:	Maximum and Minimum Redemption	N/A

35	Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex:		N/A
36	Share Linked Securities:		N/A
37	Index Linked Securities (Equity indices only):		Applicable
	(i)	Index/Indices (each a "Reference Asset"):	A basket of Indices (the "Basket") comprising 4 Indices, as specified in Schedule 1.
	(ii)	Future Price Valuation:	N/A
	(iii)	Exchange-traded Contract:	N/A
	(ii)	Exchange[s]:	In respect of each Index(i), as set out in Schedule 1
	(iii)	Related Exchange[s]:	All Exchanges
	(iv)	Exchange Rate:	N/A
	(v)	Weighting for each Reference Asset comprising the Basket of Reference Assets:	N/A
	(vi)	Index Level of each Reference Asset:	The level of the Index(i) at the Valuation Time on a Scheduled Trading Day
	(vii)	Valuation Date:	The Initial Valuation Date and the Final Valuation Date
	(viii)	Valuation Time:	As defined in the Equity Linked Annex
	(ix)	Averaging:	N/A
	(x)	Additional Disruption Event in respect of Index Linked Securities:	N/A
	(xi)	FX Disruption Event:	N/A
	(xii)	Other adjustments:	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:	N/A
46	Settlement in respect of VP Notes, APK		N/A

	Registered Securities, Dutch Securities, Italian Securities, Swedish Registered Securities, VPS Registered Securities or Spanish Securities:
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):	New York and Tokyo
	Selling restrictions and provisions relating to certification
50	Non-US Selling Restrictions:	Investors are bound by the selling restrictions of the relevant jurisdiction(s) in which the Securities are to be sold as set out in the Base Prospectus. In addition to those described in the Base Prospectus, no action has been made or will be taken by the Issuer that would permit a public offering of the Securities or possession or distribution of any offering material in relation to the Securities in any jurisdiction where action for that purpose is required. Each purchaser or distributor of the Securities represents and agrees that it will not purchase, offer, sell, re-sell or deliver the Securities or, have in its possession or distribute, the Base Prospectus, any other offering material or any Final Terms, in any jurisdiction except in compliance with the applicable laws and regulations of such jurisdiction and in a manner that will not impose any obligation on the Issuer or Manager (as the case may be) 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, Luxembourg
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: XS0568546658 Common Code: 056854665
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

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

(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's Regulated Market on or around the Issue Date.
(iii)	Estimate of total expenses related to admission to trading:	GBP 300 plus VAT

2 RATINGS

Ratings:

The Securities have not been individually rated.

$\mathbf{3}$ NOTIFICATION

$N/A$

$\overline{4}$ INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

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.

$5¹$ REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

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

FIXED RATE SECURITIES ONLY - YIELD 6

Indication of yield: $N/A$

$7⁷$ FLOATING RATE SECURITIES ONLY - HISTORIC INTEREST RATES

$N/A$

PERFORMANCE OF REFERENCE ASSET(S) OR OTHER VARIABLE, EXPLANATION 8 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 RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON $\boldsymbol{9}$ VALUE OF 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):	N/A
Intended to be held in a manner which would allow Eurosystem eligibility:	Yes Note that the designation "yes" simply means that the Securities are intended upon issue to be deposited with one of the International Central Securities Depositaries (ICSDs) as common safekeeper and does not necessarily mean that the Securities will be recognised eligible collateral for as Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the

ECB being satisfied that Eurosystem

eligibility criteria have been met.

11 OFFER INFORMATION

The Issue Price includes a commission element to be shared with a third party, which will be no more than 3.00 per cent. of the Issue Price. Further details of the commission element are available upon request.

Schedule 1

Basket of Indices

(i)	Indices	Bloomberg Code (for reference purposes only)	Index Sponsor	Index Level	Exchange
	S&P 500	SPX	S&P	1286.12	Multi-exchange Index
$\mathcal{P}$	Eurostoxx 50	SX 5 E	STOXX	2953.63	Multi-exchange Index
3	Nikkei 225	NKY	Nikkei	10237.92	Multi-exchange Index
4	SMI	SMI	SWX	6479.15	Multi-exchange Index

Schedule 2

Notification Dates/Optional Cash redemption Dates/Interest Payment Dates

	Notification Dates	Optional Cash Redemption Date	Interest Payment Date
1	2 May 2011	11 May 2011	11 May 2011
$\overline{2}$	4 August 2011	11 August 2011	11 August 2011
3	4 November 2011	14 November 2011	14 November 2011
$\overline{4}$	3 February 2012	13 February 2012	13 February 2012
5	2 May 2012	11 May 2012	11 May 2012
6	3 August 2012	13 August 2012	13 August 2012
$\overline{7}$	5 November 2012	13 November 2012	13 November 2012
8	4 February 2013	12 February 2013	12 February 2013
9	6 May 2013	13 May 2013	13 May 2013
10	5 August 2013	12 August 2013	12 August 2013
11	4 November 2013	12 November 2013	12 November 2013
12	N/A	N/A	Redemption Date