Barclays PLC — Capital/Financing Update 2011

Feb 28, 2011

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 £ 20,000,000 Notes due May 2017

Series S1078

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:

• $(i)$ in circumstances in which no obligation arises for the Bank or the Dealer to publish a prospectus 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 Iurisdiction mentioned in Paragraph 36 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 36 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 set forth in the Base Prospectus (the "Base Prospectus") dated 30 March 2010, as supplemented and amended, which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. 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. The Base Prospectus is 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

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.

/ / .

Prospective purchasers of the Notes should also be aware that the Note Issuer is expected to update the Base Prospectus on or around 30 March 2011.

FINAL TERMS

PARTA

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:	£ 20,000,000 Notes due May 2017
2.	(a)	Series:	S1078
	(b)	Tranche:	1
3.		Specified Currency:	Pounds Sterling ("£")
4. the Notes:		Aggregate principal amount of
	(a)	Series:	£ 20,000,000
	(b)	Tranche:	£ 20,000,000
5.	Denomination and number of $\text{E}$ 1.00 (20,000,000 Notes) Notes:
6.		Form of Note:	Temporary Global Note exchangeable for a a Permanent Global Note
7.	Note Trade Date:		17 February 2011
8.		Note Issue Date:	28 February 2011
9.		Note Issue Price:	100 per cent. of par
10.	The following Relevant Annex(es) shall apply to the Notes: (specify applicable each Relevant Annex):		Not Applicable
		Provisions relating to interest (if any) payable on the Note
11.	Interest:		Applicable
	(a)	Calculation Amount:	£1.00
	(b)	Interest Amount:	In respect of each Interest Payment Date, each

corresponding Interest Amount calculated in accordance with the formula as set out in Schedule $\mathbf{1}$

(c)	Interest Basis:	N/A

$(d)$ Interest Rate(s):

	(i)	Fixed Rate:	Not Applicable
	(ii)	Floating Rate	Not Applicable
	(iii)	Variable Rate:	Not Applicable
	(iv)	Zero Coupon:	Not Applicable
(e)	Screen	Rate Determination:	Not Applicable
(f)		ISDA Determination:	Not Applicable
(g)	Margin:		Not Applicable
(h)	Minimum/Maximum Interest Rate:		Not Applicable
(i)	Interest	Commencement Date:	Not Applicable
(j)	Date:	Interest Determination	Not Applicable
(k)	Interest Periods:	Calculation	Not Applicable
	(i)	Interest Period End Dates:	Not Applicable
	(ii)	Interest calculation method for short or long Interest Calculation Periods:	Not Applicable
(1)		Interest Payment Dates:	Each Interest Payment Date, as set out in Schedule 1
(m)		Day Count Fraction:	Not Applicable
(n)	Business	Day	Modified Following

Convention: $(0)$ Fall back provisions, Notwithstanding any other Conditions, if the Notes rounding provisions, are represented by a Global Note (x), any calculations will be made in respect of the denominator and any Aggregate principal amount of the Notes or other terms relating to number, as the case may be, of such Notes from the method of time to time outstanding (or the relevant affect calculating interest, if different from those set portion thereof) and (y) the result of any such Note calculation will be rounded in accordance with out in the

Provisions regarding redemption

12.	Note Redemption Date:			4 May 2017, subject to adjustment in accordance
				with the Modified Following Business Day
		Convention

• 1. Call Option: Not Applicable
• 1. Not Applicable Specified Early Redemption:
• $15.$ Additional Disruption Events:
• $(i)$ Change in Law: Applicable
• Tax Event: $(ii)$ Applicable
• $(iii)$ Hedging Disruption: Applicable
• $(iv)$ Increased Cost of Applicable Hedging:
• $(v)$ Affected Iurisdiction Not Applicable Hedging Disruption:
• $(vi)$ Affected Jurisdiction Not Applicable Increased $Cost$ $\alpha$ Hedging:
• $(vii)$ 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)		For the purpose of Note As stated in Condition 21 of the Note Conditions
	Condition 4.2:

• $(ii)$ For the purpose of Note As stated in Condition 21 of the Note Conditions 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 $20¹$
• 1. Note Redemption Amount: £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 £1.00 in which case the Note Redemption Amount shall be determined as follows:

(a) if the Warrant Market Value is more than £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

Not Applicable

Not Applicable

(b) if the Warrant Market Value is more than £1.03, the Redemption Amount shall be £1.03.

1. Note Redemption Notice Time:

10:00 am Brussels time (in the case of Euroclear Bank), 11:00 am Brussels time (if delivered by EUCLID) or 10:00 am Luxembourg time (in the case of Clearstream, Luxembourg)

1. Procedures for giving Note Issuer Redemption Notice and Noteholders' Notice if other than as specified in Condition $5.2(a)(ii):$

$21.$ 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 $5.2(a)(iii):$

1. Procedure for giving Special Not Applicable Note Redemption Notice and Noteholders' Notice if other than as specified in Condition $5.2(a)(iv):$

2. Warrants which may be Index Linked Warrants, Series WS1078, issued by purchased using the Note Barclays Capital (Cayman) Limited and quaranteed Redemption Amount: by Barclays Bank PLC. The Warrants are exercisable for Class 46Y Redeemable Preference Shares in Barclays Capital (Cayman) Limited quaranteed by

Barclays Bank PLC.

1. Election Valuation Date: 26 April 2017

Provisions Annexes	relating to	Relevant
25.	Equity Linked Provisions:		Not Applicable
26.	Index Linked Provisions:		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

• 1. Total commission and Up to 5.50 per cent. of the Issue Price may be paid to the relevant Financial Intermediary. Further concession: details available upon request.
• 1. Relevant Clearing Systems: Euroclear and Clearstream, Luxembourg
• 1. 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 Woolwich Plan Managers 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 the Note Issue Date of Tranche 1 until 26 April 2011 (the "Offer Period"). See further Paragraph 8 of Part B below.

37.	Changes to Principal Note None Agent or Registrar or other agents appointed:
38.	Provisions relating redenomination:		to Not Applicable

Operational Information ISIN Code: XS0595688416 Common Code: 059568841 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 Agent:	Determination	Barclays Capital Securities Limited
		Provisions relating to the Warrants
4.	(a)	Series:	WS1078
	(b)	Tranche:	1
5.	issued:	Number of Warrants being
	(a)	Series:	20,000,000
	(b)	Tranche:	20,000,000
6.		Warrant Trade Date:	17 February 2011
7.		Warrant Issue Date:	28 February 2011
8.		Warrant Issue Price:	£1.00 per Warrant
9.	the exercised:	Preference Shares for which Warrants may be	Class 46Y Redeemable Preference Shares in Barclays Capital (Cayman) Limited guaranteed by Barclays Bank PLC
10.	The Warrants Annex):	following Relevant Annex(es) shall apply to the (specify each Relevant applicable	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 will be calculated in accordance with the following:

£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 will, 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:

"Dividend" or "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 26 April 2017.

"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 in accordance with the following:

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

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

"Index Performance" will be calculated in accordance with the following:

$(1\text{-}$ if(Fmin<Fi x 50%, max $(100\% - \text{Ff/Fi}, 0)$ , 0) x Index Accrual

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

"Initial Valuation Date" means 26 April 2011.

"Minimum Index Level" or "Fmin" means the lowest Index Level as observed on each Scheduled Trading Day during the period from and including the Initial Valuation Date to and including the Final Valuation

Date.

"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 one Business Day prior to the Warrant Exercise Date.

$13.$ Warrant Exercise Date: 11 May 2017, provided that, if such date is not a Business Day, the Warrant Exercise Date shall be the immediately succeeding Business Day.

$14$ Warrant Settlement Date: 15 May 2017 or, if such day is not a Business Day, the immediately following Business Day.

• 1. Specified Early Exercise Event: Not Applicable
• $16.$ $(i)$ Option to Yes vary settlement applies:

$(ii)$ Cash If yes, the 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.

• $(iii)$ If yes, the Cash Condition 4.3 applies Settlement Date:
• Settlement As set out in Warrant Condition 6 17. Early Cash Amount:
• 1. Guaranteed Cash Settlement The Guaranteed Cash Settlement Amount (as defined Amount: 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.
• 1. Notice As stated in Condition 4.4 of the Warrant Conditions Early Cancellation Period:
• 1. As stated in Condition 4.4 of the Warrant Conditions Early Cancellation Date:
• 1. 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)	Weighting for each Reference Asset comprising the Basket of Reference Assets:	Not Applicable
	(v)	Averaging:	Not Applicable
	(vi)	Additional Disruption Event in respect of Linked Index Warrants:	Not Applicable
	(vii)	FX Disruption Event:	Not Applicable
	(viii)	Valuation Date:	Each date on which the Index Level 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
	(x i )	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 Date:		22 May 2018

ISIN Number: KYG0800H1561 Common Code: 59600427

FINAL TERMS RELATING TO THE PREFERENCE SHARES

1.	Preference Share Issuer:	Barclays Capital (Cayman) Limited
2.	Preference Share Issue Date:	11 May 2017
3.	Preference Share Class:	Class 46Y
4.	Preference Share Redemption Amount:	£ 2.00 x $(1 +$ Share Increase)
5.	Preference Share Redemption Date:	22 May 2018
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
	ISIN Number: KYG0800H1801 Common Code: 59600435

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

$(i)$ Listina Application has been made by the Bank (or on its and admission behalf) for the Notes to be admitted to trading on and to trading: admitted to the Official List of the London Stock Exchange's regulated market with effect from 28 February 2011.

No application has been or will be made to list or admit to trading the Warrants and the Preference Shares on any stock exchange or market.

$\overline{2}$ RATINGS

Ratings of the Notes: The Notes have not been individually rated.

$\overline{3}$ . NOTIFICATION

Not Applicable

$\overline{4}$ . 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:

6. HISTORIC INTEREST RATES (FLOATING RATE NOTES ONLY)

Not Applicable

$\overline{7}$ 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.

% Change in Index Level from the Initial Valuation Date to the Final Valuation Date (inclusive)	Return at maturity, based upon an investment of £10,000
	Index Level is at a level lower than 50% of the Initial Index Level at close of business on any Scheduled Trading Day during the term	Index Level is not at a level lower than 50% of the Initial Index Level at close of business on any Scheduled Trading Day during the term
No change or positive	£10,000	£10,000
$-10%$	£9,000	£10,000
$-30%$	£7,000	£10,000
$-50\%$	£5,000	£10,000
$-70\%$	£3,000	Not Applicable

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-exempt public offer provisions: Applicable

Offer Price:	Issue Price of the Notes.
	Up to 5.50 per cent. of the Issue Price of the Notes may be paid to the relevant Financial Intermediary. Further details available upon request.
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 be applications will automatically any 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 in accordance with the relevant Financial 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.
possibility reduce Description of to subscriptions and manner for refunding excess amount paid by applicants:	Subscription orders may be reduced in case of oversubscription, excess amount of funds paid reduced without delay with being 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 may be made by each Financial Intermediary in the Public Offer Jurisdiction to Offers (if any) in other EEA any person. 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:

Notes at the time of such investor's application.

Each investor will be notified by the relevant

Financial Intermediary of its allocation of

No dealings in the Notes may take place prior to the Note Issue Date of Tranche 1.

Amount of any expenses and taxes specifically charged to the subscriber or purchaser:

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

Woolwich Plan Managers Limited 1 Churchill Place London E14 5HP United Kingdom

Not Applicable

SCHEDULE 1

No.	Interest Payment Date	Interest Amount
1st Coupon Payment Date	26 May 2011	Calculation Amount x 0.45%
2nd Coupon Payment Date	26 June 2011	Calculation Amount x 0.45%
3rd Coupon Payment Date	26 July 2011	Calculation Amount x 0.45%
4th Coupon Payment Date	26 August 2011	Calculation Amount x 0.45%
5th Coupon Payment Date	26 September 2011	Calculation Amount x 0.45%
6th Coupon Payment Date	26 October 2011	Calculation Amount x 0.45%
7th Coupon Payment Date	26 November 2011	Calculation Amount x 0.45%
8th Coupon Payment Date	26 December 2011	Calculation Amount x 0.45%
9th Coupon Payment Date	26 January 2012	Calculation Amount x 0.45%
10th Coupon Payment Date	26 February 2012	Calculation Amount x 0.45%
11th Coupon Payment Date	26 March 2012	Calculation Amount x 0.45%
12th Coupon Payment Date	26 April 2012	Calculation Amount x 0.45%
13th Coupon Payment Date	26 May 2012	Calculation Amount x 0.45%
14th Coupon Payment Date	26 June 2012	Calculation Amount x 0.45%
15th Coupon Payment Date	26 July 2012	Calculation Amount x 0.45%
16th Coupon Payment Date	26 August 2012	Calculation Amount x 0.45%
17th Coupon Payment Date	26 September 2012	Calculation Amount x 0.45%
18th Coupon Payment Date	26 October 2012	Calculation Amount x 0.45%
19th Coupon Payment Date	26 November 2012	Calculation Amount x 0.45%
20th Coupon Payment Date	26 December 2012	Calculation Amount x 0.45%
21st Coupon Payment Date	26 January 2013	Calculation Amount x 0.45%
22nd Coupon Payment Date	26 February 2013	Calculation Amount x 0.45%
23rd Coupon Payment Date	26 March 2013	Calculation Amount x 0.45%
24th Coupon Payment Date	26 April 2013	Calculation Amount x 0.45%
25th Coupon Payment Date	26 May 2013	Calculation Amount x 0.45%
26th Coupon Payment Date	26 June 2013	Calculation Amount x 0.45%
27th Coupon Payment	26 July 2013	Calculation Amount x 0.45%

Date
28th Coupon Payment	26 August 2013	Calculation Amount x 0.45%
Date
29th Coupon Payment Date	26 September 2013	Calculation Amount x 0.45%
30th Coupon Payment Date	26 October 2013	Calculation Amount x 0.45%
31st Coupon Payment Date	26 November 2013	Calculation Amount x 0.45%
32nd Coupon Payment Date	26 December 2013	Calculation Amount x 0.45%
33rd Coupon Payment	26 January 2014	Calculation Amount x 0.45%
Date 34th Coupon Payment	26 February 2014	Calculation Amount x 0.45%
Date 35th Coupon Payment	26 March 2014	Calculation Amount x 0.45%
Date 36th Coupon Payment		Calculation Amount x 0.45%
Date	26 April 2014
37th Coupon Payment Date	26 May 2014	Calculation Amount x 0.45%
38th Coupon Payment Date	26 June 2014	Calculation Amount x 0.45%
39th Coupon Payment Date	26 July 2014	Calculation Amount x 0.45%
40th Coupon Payment Date	26 August 2014	Calculation Amount x 0.45%
41st Coupon Payment Date	26 September 2014	Calculation Amount x 0.45%
42nd Coupon Payment Date	26 October 2014	Calculation Amount x 0.45%
43rd Coupon Payment Date	26 November 2014	Calculation Amount x 0.45%
44th Coupon Payment Date	26 December 2014	Calculation Amount x 0.45%
45th Coupon Payment Date	26 January 2015	Calculation Amount x 0.45%
46th Coupon Payment Date	26 February 2015	Calculation Amount x 0.45%
47th Coupon Payment Date	26 March 2015	Calculation Amount x 0.45%
48th Coupon Payment Date	26 April 2015	Calculation Amount x 0.45%
49th Coupon Payment Date	26 May 2015	Calculation Amount x 0.45%
50th Coupon Payment Date	26 June 2015	Calculation Amount x 0.45%
51st Coupon Payment Date	26 July 2015	Calculation Amount x 0.45%
52nd Coupon Payment Date	26 August 2015	Calculation Amount x 0.45%
53rd Coupon Payment Date	26 September 2015	Calculation Amount x 0.45%
54th Coupon Payment Date	26 October 2015	Calculation Amount x 0.45%
55th Coupon Payment Date	26 November 2015	Calculation Amount x 0.45%
56th Coupon Payment Date	26 December 2015	Calculation Amount x 0.45%
57th Coupon Payment Date	26 January 2016	Calculation Amount x 0.45%

58th Coupon Payment Date	26 February 2016	Calculation Amount x 0.45%
59th Coupon Payment Date	26 March 2016	Calculation Amount x 0.45%
60th Coupon Payment Date	26 April 2016	Calculation Amount x 0.45%
61st Coupon Payment Date	26 May 2016	Calculation Amount x 0.45%
62nd Coupon Payment Date	26 June 2016	Calculation Amount x 0.45%
63rd Coupon Payment Date	26 July 2016	Calculation Amount x 0.45%
64th Coupon Payment Date	26 August 2016	Calculation Amount x 0.45%
65th Coupon Payment Date	26 September 2016	Calculation Amount x 0.45%
66th Coupon Payment Date	26 October 2016	Calculation Amount x 0.45%
67th Coupon Payment Date	26 November 2016	Calculation Amount x 0.45%
68th Coupon Payment Date	26 December 2016	Calculation Amount x 0.45%
69th Coupon Payment Date	26 January 2017	Calculation Amount x 0.45%
70th Coupon Payment Date	26 February 2017	Calculation Amount x 0.45%
71st Coupon Payment Date	26 March 2017	Calculation Amount x 0.45%
72nd Coupon Payment Date	26 April 2017	Calculation Amount x 0.45%