Barclays PLC — Capital/Financing Update 2011

Jun 2, 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 35,000,000 Index Linked Notes due June 2015 (the "Notes")

Series GSN40284

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

Amended and restated Final Terms dated 2 June 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 and the Supplements dated 23 December 2010 and 29 March 2011.

Index Disclaimer

Barclays Capital Inc. 2010 ("Barclays"). All rights reserved. Barclays makes no representation or warranty, express or implied, to the owners of the Notes linked to Barclays Capital Green Chips Risk Controlled 15% EUR Excess Return Index or any member of the public regarding the advisability of investing in securities generally or other instruments or related derivatives or in the Notes linked to Barclays Capital Green Chips Risk Controlled 15% EUR Excess Return Index particularly or the ability of the Barclays Indices, including without limitation, the Barclays Capital Green Chips Risk Controlled 15% EUR Excess Return Index("Approved Indices"), to track the performance of any market. Barclays has no obligation to take the needs of the owners of the Notes linked to Barclays Capital Green Chips Risk Controlled 15% EUR Excess Return Index into consideration in determining, composing or calculating the Approved Indices.

BARCLAYS DOES NOT GUARANTEE AND SHALL HAVE NO LIABILITY TO THE OWNERS OF THE NOTES LINKED TO Barclays Capital Green Chips Risk Controlled 15% EUR Excess Return Index OR TO THIRD PARTIES FOR THE QUALITY, ACCURACY AND/OR COMPLETENESS OF THE BARCLAYS INDICES, OR ANY DATA INCLUDED THEREIN OR FOR INTERRUPTIONS IN THE DELIVERY OF THE BARCLAYS INDICES. BARCLAYS MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDICES, INCLUDING WITHOUT LIMITATION, THE APPROVED INDICES, OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL BARCLAYS 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 SUPPLEMENTAL PROSPECTUSES 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:	GSN40284
	(ii)	Tranche:	1
2	Currency:		Euro ("EUR")
3	Notes:		Applicable
	(i)	Aggregate Nominal Amount as at the Issue Date:	EUR 35,000,000
	(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 Bearer Securities:
		Global/Definitive/Uncertifica ted and 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:		14 April 2011
7	Issue Date:		31 May 2011
8		Redemption Date:	5 June 2015, 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 shall apply to the Securities:	Section 3 of the Barclays Capital Index Annex as supplemented on 29 March 2011.
		Provisions relating to interest (if any) payable on the Securities
12	Interest:		N/A
13		Interest Amount:	N/A
14	Interest Rate:		N/A
15		Screen Rate Determination:	N/A
16		ISDA Determination:	N/A
17	Margin:		N/A

18		Minimum/Maximum Interest Rate:	N/A
19		Interest Commencement Date:	N/A
20		Interest Determination Date:	N/A
21		Interest Calculation Periods:	N/A
22		Interest Payment Dates:	N/A
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 purposes of Condition 5.1 of the Base Conditions: Cash Settlement
26		Settlement Currency:	EUR
27		Settlement Number:	As defined in Condition 24 of the Base Conditions
28	Securities:	Terms relating to Cash Settled
	(i)	Final Cash Settlement Amount:	On the Redemption Date, each Noteholder will receive an amount per Calculation Amount in the Settlement Currency calculated as follows:
			  Index  f  0; 100% Calculation Amount x ( 100% + 100% x max )   Index  0   
			Where:
			"Index (0)" means the Index Level on the Strike Date.
			"Index (f)" means the arithmetic mean of the Index Levels on each of the Averaging Dates.
			"Index Level" means the level of the Index published by the Index Sponsor at the Valuation Time on a Scheduled Trading Day.
			"Averaging Date" means each date as set out in paragraph 42(vi)(a).
			"Strike Date" means 31 May 2011.
	(ii)	Early Cash Settlement Amount:	As defined in Condition 24 of the Base Conditions
	(iii)	Early Cash Redemption Date:	As defined in Condition 24 of the Base Conditions

29	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 N/A addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex:
36	Share Linked Securities:	N/A
37	Index Linked Securities (Equity indices only):
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	Barclays Capital Index Linked Securities:	N/A

	(i)	Barclays Capital Index:	Barclays Capital Green Chips Risk Controlled 15% EUR Excess Return Index (the "Index"), as described in Part A of Section 3 of the Barclays Capital Index Annex.
			(Bloomberg or Reuters code: BXIIN15E )
			Index Sponsor: Barclays Capital Inc. (the "Index Sponsor")
			Component Fallback: Not Applicable
			Barclays Capital Index Disruption: Not Applicable
	(vi)	Averaging:	Applicable
		Averaging Dates:	31 May 2012, 31 May 2013, 3 June 2014 and 2 June 2015
		Consequence of an Averaging Date being a Disrupted Day	Modified Postponement
	(vii)	Valuation Time:	10pm London time
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):	New York
	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 (save for Portugal) 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 of Managers:	N/A
55	Details relating to Partly Paid Securities:	N/A
56	Relevant securities codes:	ISIN: XS0586174665
		Common Code: 058617466
57	Modifications to the Master	N/A

Subscription Agreement and/or Agency Agreement:

58 Additional Conditions and/or modification to the Conditions of the Securities: N/A

Part B Other Information

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:	EUR 2,700

2 RATINGS

Ratings: The Securities have not been individually rated.

3 NOTIFICATION

The Financial Services Authority has provided the Comissão do Mercado de Valores Mobiliários with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.

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.

5 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i)	Reasons for the offer:	General funding

• (ii) Estimated net proceeds: EUR 35,000,000
• (iii) Estimated total expenses: EUR 2,700

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

Past and future performance and volatility of the Index can be obtained on the Bloomberg Code BXIIN15E.

The Issuer does not intend to provide post-issuance information.

9 PERFORMANCE OF RATES 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:	No

11 OFFER INFORMATION

(i)	Offer Price:	Issue Price.
(ii)	Amount of the offer:	The aggregate nominal amount of the offer is EUR 35,000,000.
	Third Party fees and the Subscription fee	The Issue Price includes an upfront commission element shared with a third party, which will be no more than 5.00% of the Issue Price. Further details of the commission element are available upon request.
(iii)	Offer Period:	The Securities will be publicly offered by the Distributor during the period commencing on 2 May 2011 at 8:00 am (CET) to and including 25 May 2011, 5:00 pm (CET). The Manager may instruct the Distributor to change the dates of the offer period. Furthermore, the Issuer reserves the right to cancel the issue of the Securities if any circumstance(s) occurs which, in the Issuer's opinion, may have a significant impact on the issue. In case of

cancellation, the Issuer will repay the purchase price and
commission paid by any Investor without interest. Information
about the changes to the offer period and cancellation, if any, of
the offer in the course of its duration will be announced in the
same manner as these Final Terms were made publicly available.

(iv) Conditions to which the offer is subject: Offers of the Securities made prior to the Issue Date are conditional on their issue. There is no pre-identified allotment criteria. The distributor will adopt allotment criteria that ensures equal treatment of prospective investors. A prospective Investor will receive 100 per cent. of the amount of Securities allocated to it during the Offer Period.

The Issuer reserves the right to withdraw the offer of the Securities at any time on or prior to the Issue Date.

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 Securities and any applications will be automatically cancelled and any purchase money will be refunded to the applicant.

• (v) Description of the application process: Applications for the Securities can be made in Portugal (the "Public Offer Jurisdiction") to the Distributor. Further information with respect to the application process will be available from the Distributor upon request.
• (vi) Details of the minimum and/or The minimum amount of application per investor will be EUR 1,000 in nominal amount of the Securities.
• maximum amount of application:
• (vii) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: N/A
• (viii) Details of method and time limits for paying up and delivering the Securities: Payment for Securities shall be made to the Distributor in accordance with the instructions provided by the Distributor. The total payment of the Offer Price of the Securities must occur by 31 May 2011. None of the amounts so transferred to the Distributor will bear interest. Such amounts will be returned only in the event of (i) cancellation of the offer of the Securities or (ii) overpayments, provided that, in each case, the amounts will be returned by the

Distributor without any interest or compensation in accordance with the instructions of the relevant applicant set out in the related application form. The Securities will be delivered to the successful applicants on 31 May 2011.

The Securities will be made available on a free delivery after payment basis 31 May 2011.

(ix) Manner in and Results of the offer will be made public by the Distributor within 3 Business Days after the end of the Offer Period.

• date on which results of the offer are to be made public:
• (x) Procedure for exercise of any right of preemption, negotiability of subscription rights and treatment of subscription rights not exercised: N/A
• (xi) Categories of prospective investors to which the Securities are offered and whether tranche(s) have been reserved for certain countries:

Offers may be made by the Distributor in Portugal to any person. Offers (if any) in other EEA countries will only be made by the Distributor pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus.

(xii) Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made: (xiii) Amount of any

expenses and

N/A

Applicants will be notified directly by the Distributor of the success of their application. No dealings in the Securities may take place prior to the Issue Date.

12

taxes specifically charged to the subscriber or purchaser:

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

Barclays Bank PLC Sucursal em Portugal Rua Duque de Palmela, no 37 1250-097 Lisboa Portugal

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