Barclays PLC — Capital/Financing Update 2011

Jun 15, 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 BANK PLC

5,656,205 Index Linked Warrants due June 2016 (the "Warrants")

Series GWS752

under the Global Structured Securities Programme

Issue Price: JPY127.5 per Warrant

This document constitutes the final terms of the Warrants (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 15 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 Securitieshas 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:

TOPIX disclaimer (i) The TOPIX Index Value and the TOPIX Index Marks are subject to the rights owned by the Tokyo Stock Exchange, Inc. and the Tokyo Stock Exchange, Inc. owns all rights relating to the TOPIX Index such as calculation, publication and use of the TOPIX Index Value and relating to the TOPIX Index Marks.

(ii) The Tokyo Stock Exchange, Inc. shall reserve the rights to change the methods of calculation or publication, to cease the calculation or publication of the TOPIX Index Value or to change the TOPIX Index Marks or cease the use thereof.

(iii) The Tokyo Stock Exchange, Inc. makes no warranty or representation whatsoever. either as to the results stemmed from the use of the TOPIX Index Value and the TOPIX Index Marks or as to the figure at which the TOPIX Index Value stands on any particular day.

(iv) The Tokyo Stock Exchange, Inc. gives no assurance regarding accuracy or completeness of the TOPIX Index Value and data contained therein. Further, the Tokyo Stock Exchange, Inc. shall not be liable for the miscalculation, incorrect publication, delayed or interrupted publication of the TOPIX Index Value.

(v) No Licensed Products are in any way sponsored, endorsed or promoted by the Tokyo Stock Exchange, Inc.

(vi) The Tokyo Stock Exchange, Inc. shall not bear any obligation to give an explanation of the Licensed Products or an advice on investments to any purchaser of the Licensed Products or to the public.

(vii) The Tokyo Stock Exchange, Inc. neither selects specific stocks or groups thereof nor takes into account any needs of the issuing company or any purchaser of the Licensed Products for calculation of the TOPIX Index Value.

(viii) Including but not limited to the foregoing, the Tokyo Stock Exchange, Inc. shall not be responsible for any damage resulting from the issue and sale of the Licensed Products

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:	The Bank of New York Mellon (Luxembourg) S.A.
CREST Agent:	N/A
Paying Agents:	N/A
Transfer Agent:	The Bank of New York Mellon (Luxembourg) S.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"). 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. 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.

EACH PURCHASER OF REGISTERED SECURITIES WILL BE DEEMED. BY ITS ACCEPTANCE OF PURCHASE OF ANY SUCH REGISTERED SECURITIES, TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS INTENDED TO RESTRICT THE RESALE OR OTHER TRANSFER OF SUCH REGISTERED SECURITIES AS SET OUT IN "TRANSFER RESTRICTIONS FOR REGISTERED SECURITIES".

THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION. ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER US REGULATORY AUTHORITY, AND NONE OF THE FOREGOING AUTHORITIES HAS PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF SECURITIES OR THE ACCURACY OR THE ADEQUACY OF THESE FINAL TERMS OR THE BASE PROSPECTUS OR THE SUPPLEMENTAL PROSPECTUSES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

Provisions relating to the Securities

$\mathbf{1}$	(i)	Series:	GWS752
	(ii)	Tranche:	1
2	Currency:		Japanese Yen ("JPY")
3	Number of Warrants or Exercisable Certificates being issued:		5,656,205
4	Calculation Amount per Security as at the Issue Date:		JPY 1,000
5	Form:
	(i)	Global/Definitive/	Global Registered Securities:
		Uncertificated and dematerialised:	Regulation S Global Security
	(ii)	NGN Form:	N/A
	(iii)	Held under the NSS:	N/A
	(iv)	CGN Form:	N/A
	(v)	CDI s :	N/A
6	Trade Date:		9 June 2011
7	Issue Date:		15 June 2011
8	Issue Price:		JPY 127.5 per Warrant
9		Relevant Stock Exchange:	London Stock Exchange
10		The following Relevant Annex(es) shall apply to the Securities:	Equity Linked Annex

Provisions relating to interest (if any) payable on the Securities

11	Interest:	N/A
12	Interest Amount:	N/A
13	Interest Rate:	N/A
14	Screen Rate Determination:	N/A
15	ISDA Determination:	N/A
16	Margin:	N/A
17	Minimum/Maximum Interest Rate:	N/A
18	Interest Commencement Date:	N/A
19	Interest Determination Date:	N/A
20	Interest Calculation Periods:	N/A
21	Interest Payment Dates:	N/A
22	Day Count Fraction:	N/A

23	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 Exercise
24	(i)	Exercise Style:	European Style
	(ii)	Multiple Exercise Securities	N/A
25	Call/Put Securities:		The Warrants are TOPIX Warrants and Call Warrants
26	Units:		The Securities must be exercised in Units. Each Unit consists of 1 Security.
27		Exercise Price:	N/A
28		Exercise Date(s):	Expiration Date
29		Potential Exercise Business Dates:	N/A
30		Exercise Period:	N/A
31		Expiration Date:	Valuation Date
32		Automatic Exercise:	Applicable
33	Requirement:	Minimum Number Exercise	N/A
34		Maximum Daily Number:	N/A
35		Nominal Call Event:	N/A
36		Settlement Method:	Cash Settlement
37		Settlement Currency:	USD
38		Settlement Number:	As defined in Condition 24 of the Base Conditions.
39	Securities:	Terms relating to Cash Settled
	(i)	Exercise Cash Settlement Amount:	Each Warrant redeems on the Expiration Date at:
		Calculation Amount × Max (0%; Underlying Performance) / FX

Where:

"FX" is the rate of exchange of USD for JPY (expressed as the amount of JPY per one USD) on the Valuation Date as determined by the Determination Agent in its soles discretion.

"Underlying Performance" will be calculated

as follows:
$$
\frac{Index_{Final}}{Index_{initial}} - Strike
$$

			"Index Final" means the Index Level on the Valuation Date at the Specified Time. "Index Level" means the closing level of the
			Index.
			"Index initial " means 812.
			"Strike" means 110 per cent.
			"Specified Time" means TPX, 3.00pm Tokyo
			Time.
	(ii)	Exercise Cash Settlement Date:	15 June 2016
	(iii)	Early Cash Settlement Amount:	As defined in Condition 24 of the Base Conditions
	(iv)	Early Cancellation Date:	As defined in Condition 24 of the Base Conditions
40		Specified Early Cancellation Event:	N/A
41	Securities:	Terms relating to Physically Delivered	N/A
42	Multiplier:		N/A
43		Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex:	N/A
44		Share Linked Securities:	N/A
45	Index Linked Securities (Equity notices only):		Applicable
	(i)	Index/Indices (each a "Reference Asset"):	Tokyo Stock Exchange Tokyo Price Index (TOPIX) (the "Index") as sponsored by Tokyo Stock Exchange (the "Index Sponsor")
			(Bloomber or Reuters code: TPX )
	(ii)	Future Price Valuation:	N/A
	(iii)	Exchange-traded Contract:	N/A
	(iv)	Exchange:	Tokyo Stock Exchange
	(v)	Related Exchange:	Tokyo Stock Exchange
	(vi)	Exchange Rate:	N/A

	(vii)	Weighting for each Reference Asset comprising the Basket of Reference Assets:	N/A
	(viii)	Index Level of each Reference Asset:	N/A
	(ix)	Valuation Date:	9 June 2016
	(x)	Averaging:	N/A
	(xi)	Valuation Time:	As set out in the Equity Linked Annex
	(xii)	Additional Disruption Event in respect of Index Linked Securities:	N/A
	(xiii)	FX Disruption Event:	N/A
	(xiv)	Other adjustments:	N/A
46		Inflation Linked Securities:	N/A
47		FX Linked Securities:	N/A
48		Credit Linked Securities:	N/A
49		Commodity Linked Securities:	N/A
50		Debt Components:	N/A
51	Interest Rate Components:		N/A
	Additional provisions relating to Settlement
52		Minimum Settlement Amount	1 Security
	Settlement in respect of APK Registered Securities, Dutch Securities, Italian Securities, Swedish Registered Securities, VPS Registered Securities or Spanish Securities:		N/A
53		Settlement in respect of Swedish Registered Securities:	N/A
54		Additional provisions relating to payment of Exercise Price:	N/A
55		Additional provisions relating to Taxes and Settlement Expenses:	N/A
Definitions
56		Definition of In-The-Money:	N/A
57	Additional Business Centre(s):		N/A
Selling restrictions and provisions relating to certification

Investors are bound by the selling restrictions Non-US Selling Restrictions: 58

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 taken 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 these 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, the Manager and the Determination Agent.

59	Applicable TEFRA exemption:	N/A
60	Other:	N/A
General
61	Business Day Convention:	Modified Following
62	Relevant Clearing Systems:	Euroclear
		Clearstream, Luxembourg
63	If syndicated, names and addresses] of Managers :	N/A
64	Relevant securities codes:	ISIN: GB00B3W3Z793
		Common Code: 063998290
65	Modifications to the Master Subscription Agreement and/or Master Agency Agreement:	N/A
66	Additional Conditions and/or modification to the Conditions of the Securities:	N/A

9

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:	N/A

The Securities have not been individually rated.

2 RATINGS

Ratings:

3 NOTIFICATION

$N/A$

4 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

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

FIXED RATE SECURITIES ONLY - YIELD 6

• $N/A$ Indication of yield:
• 7 FLOATING RATE SECURITIES ONLY HISTORIC INTEREST RATES

$N/A$

PERFORMANCE OF REFERENCE ASSET(S) OR OTHER VARIABLE, EXPLANATION OF EFFECT ON 8 VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE REFERENCE ASSET(S) AND/OR OTHER UNDERLYING

$N/A$

9 PERFORMANCE OF RATE 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	N/A
Agents $(s)$ (if any):
Intended to be held in a manner which would allow Eurosystem eligibility:	No.

11 OFFER INFORMATION

$N/A$