Barclays PLC — Capital/Financing Update 2011

Jun 13, 2011

BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

BARCLAYS CAPITAL (CAYMAN) LIMITED

(Incorporated with limited liability in the Cayman Islands)

GLOBAL STRUCTURED SECURITIES PROGRAMME

for the issue of Securities

BARCLAYS BANK PLC

USD 15,000,000 Zero Coupon Linked Notes due September 2040

under the Global Structured Securities Programme

Series GSN27616

Issue Price: 100% 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 Final Terms dated 13 June 2011

(replacing the Final Terms dated 9 September 2010)

The distribution of this document and the offer of the Securities in certain jurisdictions may be restricted by law. Persons into whose possession these Final Terms come are required by the Bank to inform themselves about and to observe any such restrictions. Details of selling restrictions for various jurisdictions are set out in "Purchase and Sale" in the Base Prospectus. In particular, the Securities have not been, and will not be, registered under the US Securities Act of 1933, as amended, and are subject to US tax law requirements. Trading in the Securities has not been approved by the US Commodity Futures Trading Commission under the US Commodity Exchange Act of 1936, as amended. Subject to certain exceptions, the Securities may not at any time be offered, sold or delivered in the United States or to US persons, nor may any US persons at any time trade or maintain a position in such Securities.

Part A

Terms and Conditions of the Securities

The Securities shall have the following terms and conditions, which shall complete, modify and/or amend the Base Conditions and/or any applicable Relevant Annex(es) set out in the Base Prospectus dated 6 August 2010.

Parties
Issuer:	Barclays Bank PLC
Guarantor:	N/A
Manager[s]:	Barclays Bank PLC
Determination Agent:	Barclays Bank PLC
Issue and Paying Agent:	The Bank of New York Mellon
Stabilising Manager:	N/A
Registrar:	N/A
CREST Agent:	N/A
Paying Agents:	N/A
Transfer Agent:	N/A
Exchange Agent:	N/A
Additional Agents:	N/A

THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND THE SECURITIES COMPRISE BEARER SECURITIES THAT ARE SUBJECT TO US TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")). THESE FINAL TERMS HAVE BEEN PREPARED BY THE ISSUER FOR USE IN CONNECTION WITH THE OFFER AND SALE OF THE SECURITIES OUTSIDE THE UNITED STATES TO NON-US PERSONS IN RELIANCE ON REGULATION S AND FOR LISTING OF THE SECURITIES ON THE RELEVANT STOCK EXCHANGE, IF ANY, AS STATED HEREIN. FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS AND SALES OF THE SECURITIES AND DISTRIBUTION OF THESE FINAL TERMS AND THE BASE PROSPECTUS SEE "PURCHASE AND SALE" IN THE BASE PROSPECTUS.

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE 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

1	(i)	Series:	GSN27616
	(ii)	Tranche:	1
2	Currency:		USD
3	Notes:		Applicable
	(i)	Aggregate Nominal Amount as at the Issue Date:	USD 15,000,000
	(ii)	Specified Denomination:	USD 100,000
	(iii)	Calculation Amount:	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)	CDI s :	N/A
6	Trade Date:		26 August 2010
7	Issue Date:		9 September 2010
8		Redemption Date:	9 September 2040
9	Issue Price:		100 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):	N/A
		Provisions relating to interest (if any) payable on the Securities
12	Interest:		Zero Coupon
13		Interest Amount:	N/A
14		Interest Rate[s]:
	(i)	Fixed Rate:	N/A
	(ii)	Floating Rate:	N/A
	(iii)	Variable Rate:	N/A
	(iv)	Zero Coupon:	Applicable

		(a)	Internal rate of return:		5.82 per cent per annum
		(b)	Any other formula/basis of determining amount payable:	N/A
	(v)	Coupon:	Bond Linked Securities - Fixed	N/A
	(vi)		Bond Linked Securities - Pass Through Interest:	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:		30/360
24	Conditions:		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	N/A
			Provisions relating to Redemption
25			Settlement Method:	(i) (ii)	For the purposes of Condition 5.1 of the Base Conditions: Cash Settlement For the purposes of Condition 5.3 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:		545.80 % of the Calculation Amount per Security as at the Issue Date, subject to Condition 8.3 of the Base Conditions
	(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; provided that, the Issuer may, on giving not less than 5 Business Days' irrevocable notice Securityholders, to redeem the Notes in whole (but not in part) on any Optional Cash Redemption Date, commencing from and including the first Optional Cash Redemption Date falling on 09 September 2011, as set out in the Redemption Schedule below. as set out in the Schedule.
	(i)		Cash Settled Securities:
		(a)	Optional Cash Settlement Amount:	In respect of each Security, each Optional Cash Settlement Amount specified in the Schedule in in relation to the corresponding Optional Cash Redemption Date.
		(b)	Optional Cash Redemption Date	Each date specified as such in the Schedule on which the Issuer elects to redeem the Notes, in each case, subject to adjustment in accordance with the Business Day Convention.
	(ii)		Physically Delivered Securities:	N/A
	(iii)		Issuer Option Exercise Period:	As defined in Condition 24 of the Base Conditions
	(iv)		Issuer Notice Period:	Not less than 5 Business Days
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):	N/A
38			Inflation Linked Securities:	N/A
39			FX Linked Securities:	N/A

$\overline{6}$

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:	As described in the Base Prospectus
		Taiwan

The Notes are made available to investors in the Republic of China ("ROC") (including banks in the ROC acting as specified trust of money trustees for clients or securities firms in the ROC acting as agents for clients) from outside Taiwan. No person or entity has been authorised to offer, sell, resell, distribute, transfer, give advice regarding or otherwise intermediate the offer and sale of, the Notes in the ROC other than in compliance with the laws and regulations of the ROC.

The Notes may not be sold offered or issued to Taiwan resident investors unless they are made available outside Taiwan for purchase by such investors outside Taiwan.

SUBJECT TO CERTAIN EXCEPTIONS, AS DETAILED IN "PURCHASE AND SALE" IN

THE BASE PROSPECTUS, THE NOTES 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 US SECURITIES ACT OF 1933).

No action has been taken in any jurisdiction that would permit a public offering of any of the Notes, or possession or distribution of the Base Prospectus or any other offering material or any Final Terms, in any country or jurisdiction where action for that purpose is required. No offers, sales, re-sales or deliveries of any Notes or distribution of any offering material relating to the Notes, directly or indirectly, may be made in or from jurisdiction except any in circumstances which will result in compliance with any applicable laws and regulations and which will not impose any obligation on the Issuer, the Manager (as the case may be) or the Determination Agent.

The Manager has agreed that it will comply with all relevant laws, regulations and directives, and obtain all relevant consents, approvals or permissions, in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes the Base Prospectus, any other offering material or any Final Terms, and neither the Issuer nor the Manager shall have responsibility therefor.

51	Applicable TEFRA exemption:	TEFRA D: D Rules Applicable
General
52	Business Day Convention:	Modified Following
53	Relevant Clearing System[s]:	Euroclear
		Clearstream
54	If syndicated, names [and addresses] of	N/A
	Managers [and underwriting]
	commitments]:

55	Details relating to Partly Paid Securities:	N/A
56	Relevant securities codes:	ISIN:XS0539512524
		Common Code: 053951252
.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

$(i)$ 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 10 lune2011. $(iii)$ Estimate of total expenses related to GBP 300 admission to trading: RATINGS Ratings: The Securities have not been individually rated. NOTIFICATION $N/A$ INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

"Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the offer

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

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

FIXED RATE SECURITIES ONLY - YIELD 6

• Indication of yield: $N/A$
• $\overline{7}$ FLOATING RATE SECURITIES ONLY - HISTORIC INTEREST RATES

$N/A$

$\mathbf{1}$

$\overline{2}$

$\overline{3}$

$\overline{4}$

LISTING AND ADMISSION TO TRADING

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 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) $\lceil$ and APK Issue and Paying Agent / VP Issuing Agent/ [ENL Issuing Agent] / Swedish Issue and Paying Agent / VPS Issue and Paying Agent / Spanish Securities Issue and Paying Agent]:	N/A
Intended to be held in a manner which would allow Eurosystem eligibility:	N/A

OFFER INFORMATION $11$

$N/A$

Schedule

Redemption

Optional Cash	Optional Cash
Redemption Date	Settlement Amount
	per Security
9 September 2011	105,820.00
9 September 2012	111,978.72
9 September 2013	118,495.89
9 September 2014	125,392.35
9 September 2015	132,690.18
9 September 2016	140,412.75
9 September 2017	148,584.77
9 September 2018	157,232.41
9 September 2019	166,383.33
9 September 2020	176,066.84
9 September 2021	186,313.93
9 September 2022	197,157.40
9 September 2023	208,631.96
9 September 2024	220,774.34
9 September 2025	233,623.41
9 September 2026	247,220.29
9 September 2027	261,608.51
9 September 2028	276,834.13
9 September 2029	292,945.87
9 September 2030	309,995.32
9 September 2031	328,037.05
9 September 2032	347,128.81
9 September 2033	367,331.71
9 September 2034	388,710.41

9 September 2035	411,333.36
9 September 2036	435,272.96
9 September 2037	460,605.84
9 September 2038	487,413.10
9 September 2039	515,780.55

$V₂$