Barclays PLC — Capital/Financing Update 2011

Apr 12, 2011

THESE NOTES DO NOT CONSTITUTE COLLECTIVE INVESTMENT SCHEMES IN THE MEANING OF THE SWISS FEDERAL ACT ON COLLECTIVE INVESTMENT SCHEMES ("CISA"). ACCORDINGLY, HOLDERS OF THE NOTES DO NOT BENEFIT FROM PROTECTION UNDER CISA OR SUPERVISION BY THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY ("FINMA").

Final Terms BARCLAYS

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 9 April 2013 (the "Notes")

Series G20114XH752H

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 12 April 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.

Notice to Swiss Investors

The Securities may not be publicly distributed in Switzerland. These Final Terms will not be dispatched, copied to or otherwise made available to, and the Securities may not be offered for sale to any person in Switzerland, except to Qualified Investors as defined in article 10 of CISA, i.e. to a) prudentially regulated financial intermediaries such as banks, securities dealers and fund management companies, b) regulated insurance institutions, c) public entities and retirement benefits institutions with professional treasury department, d) companies with professional treasury department, e) High-Net-Worth Individuals (as defined below) and f) investors who have concluded a written discretionary management agreement with a financial intermediary as defined under lit. a) or with an independent asset manager that complies with the requirements pursuant to Art. 6 para 2 of the Collective Investment Schemes Ordinance ("CISO"). A High-Net-Worth Individual is a private individual who confirms in writing at the time of the investment to own a minimum of CHF 2 million of financial investments, whether directly or indirectly.

This document is neither a prospectus according to Art 652a or Art 1156 of the Swiss Code of Obligations nor a simplified prospectus according to Art 5 of CISA.

The Securities do not constitute an investment in a collective investment scheme and are not subject to CISA, nor to the supervision of FINMA.

Index Disclaimer

The Securities 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 Securities.

The Securities are not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of The McGraw Hill Companies, Inc. ("S&P"). S&P makes no representation or warranty, express or implied, to the owners of the securities or any member of the public regarding the advisability of investing in securities generally or in the securities particularly, or the ability of the S&P 500® Index (the "S&P 500 Index") to track general stock market performance. S&P's only relationship to Barclays Bank PLC is the licensing of certain trademarks and trade names of S&P and of the S&P 500 Index which is determined, composed and calculated by S&P without regard to Barclays Bank PLC or the securities. S&P has no obligation to take the needs of Barclays Bank PLC or the owners of the securities into

consideration in determining, composing or calculating the S&P 500 Index. S&P is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the securities to be issued or in the determination or calculation of the equation by which the securities are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the securities.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500 INDEX 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 BARCLAYS BANK PLC. OWNERS OF THE SECURITIES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500 INDEX 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.

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:	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 SUPPLENTAL 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.

Provisions relating to the Securities

$\mathbf{1}$	(i)	Series:	G20114XH752H
	(ii)	Tranche:	1
2	Currency:		United States dollar ("USD")
3	Notes:
	(i)	Aggregate Nominal Amount as at the Issue Date:	USD 10,000,000
	(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:		29 March 2011
7	Issue Date:		12 April 2011
8		Redemption Date:	5 Business Days after the Valuation Date, scheduled to be 9 April 2013, subject to adjustment in accordance with the Business Day Convention
9	Issue Price:		100 per cent. of the Aggregate Nominal Amount
10		Relevant Stock Exchange:	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:	As per Conditions 4 and 24 of the Base Conditions

Interest Rate: $14$

	(i)	Fixed Rate:	Applicable in respect of each Interest Payment Date in Fixed Rate Interest Period (as defined in paragraph 22 below): 3.00 per cent. per annum
	(ii)	Floating Rate:	Applicable, in respect of each Interest Payment Date in Floating Rate Interest Period (as defined in paragraph 22 below): ISDA Determination
	(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:	N/A
15		Screen Rate Determination:	N/A
16		ISDA Determination:	Applicable
			Calculation Amount x (Reference Rate + 3.00%) per annum
	(i)	Floating Rate Option:	USD-LIBOR-BBA as shown on Reuters Page LIBOR01
	(ii)	Designated Maturity:	3 months
	(iii)	Reset Date:	The first day of the relevant Interest Calculation Period
17	Margin:		Plus 3.00 per cent.
18		Minimum/Maximum Interest Rate:	N/A
19		Interest Commencement Date:	Issue Date
20	Interest Determination Date:		N/A
21		Interest Calculation Periods:	As defined in Condition 24 of the Base Conditions
	(i)	Interest Period End Dates:	Each Interest Payment Date, subject to adjustment in accordance with the Business Day Convention
	(ii)	Interest calculation method for short or long Interest Calculation Periods:	N/A
22		Interest Payment Dates:	Interest Payment Dates in Fixed Rate Interest Period: 29 June 2011, 29 September 2011, 29 December 2011 and 29 March 2012, subject to adjustment in accordance with the

Business Day Convention

Interest Payment Dates in Floating Rate Interest Period: 29 June 2012, 1 October 2012, 31 December 2012 and 2 April 2013, subject to adjustment in accordance with the Business Day Convention

Actual/360

$N/A$

• 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:	For the purposes of Condition 5.1 of the Base Conditions: Cash Settlement
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 on the Valuation Date the Index Performance is equal to or greater than 50 per cent., then the Final Cash Settlement Amount will be USD 1,000 per Calculation Amount per Security; or (b) If on the Valuation Date the Index Performance is less than 50 per cent., then the Final Cash Settlement Amount will be calculated as follows:
			Calculation Amount x min(Index Performance, 100%)
			Where:
			"Final Level" means the Index Level on the Valuation Date.
			"Initial Level" means 1319.44.
			"Index Performance" will be calculated as follows:
			Final Level / Initial Level
	(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:	N/A
34	Requirements:	Maximum and Minimum Redemption	N/A
35	Annex:	Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant	N/A
36		Share Linked Securities:	N/A
37		Index Linked Securities (Equity indices only):	Applicable
	(i) Asset"):	Index/Indices (each a "Reference	S&P 500 Index (the "Index") (Bloomberg Code: SPX )
	(ii)	Future Price Valuation:	N/A
	(iii)	Exchange-traded Contract:	N/A
	(ii)	Exchange:	Multi-exchange Index
	(iii)	Related Exchanges:	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 at the Valuation Time on a Scheduled Trading Day
	(vii)	Valuation Date:	2 April 2013
	(viii)	Valuation Time:	As defined in the Equity Linked Annex
	(ix)	Averaging:	N/A
	(x)	Additional Disruption Event in respect of Index Linked Securities:	Insolvency Filing
	(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 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:	selling Investors bound the by are

Investors bound the selling are by 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 Systems:	Euroclear
		Clearstream, Luxembourg
54	If syndicated, names and addresses of Managers:	N/A
55	Details relating to Partly Paid Securities:	N/A
56	Relevant securities codes:	ISIN: XS0586127820
		Common Code: 058612782
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's Regulated Market on or around the Issue Date.
(iii)	Estimate of total expenses related to admission to trading:	GBP $2.700 + VAT$

$2^{\circ}$ RATINGS

Ratings:

The Securities have not been individually rated

NOTIFICATION $\overline{3}$

$N/A$

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

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: $N/A$
• $(iii)$ $N/A$ Estimated total expenses:

6 FIXED RATE SECURITIES ONLY - YIELD

Indication of yield: $N/A$

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

Details of historic USD-LIBOR-BBA can be obtained from LIBOR01 Reuters Page.

PERFORMANCE OF REFERENCE ASSET(S) OR OTHER VARIABLE, EXPLANATION OF EFFECT 8 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	N/A
Bank S.A./N.V. and Clearstream 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:	N/A

11 OFFER INFORMATION

The Issue Price includes a commission element shared with a third party, which will be no more than 1.00 per cent. of the Issue Price. Further details of the commission element are available upon request.

Barclays relies on and looks towards the intermediary to comply with the Swiss law obligation regarding retrocession and, when applicable, will disclose or forward any retrocession payment he receives from a Barclays entity to his client, unless the intermediary and his client have validly agreed otherwise. Since Barclays does not know the identity of the intermediary's client, it is impossible for Barclays to disclose such retrocession payments to the client of the intermediary. As a consequence thereof, the intermediary herewith undertakes to duly fulfil all legal requirements under Swiss law.