Barclays PLC — Capital/Financing Update 2011

Jun 23, 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

USD 50,000,000 Callable Zero Coupon Notes due June 2041 (the "Notes")

Series GSN40991

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 Final Terms dated 23 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.

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 SUBIECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(i) AND 1287(a) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

Provisions relating to the Securities

$\mathbf{1}$	(i)	Series:	GSN40991
	(ii)	Tranche:	1
$\overline{2}$	Currency:		United States dollar ("USD")
3	Notes:		Applicable
	(i) Aggregate Nominal Amount as at the Issue Date:		USD 50,000,000
	(ii)	Specified Denomination:	USD 100,000
	(iii)	Calculation Amount:	Specified Denomination
4		Certificates:	N/A
5	Form:
	(i)	Global/Definitive/Uncertificated and dematerialised:	Global Bearer Securities: 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:	9 June 2011
7	Issue Date:		23 June 2011
8		Redemption Date:	23 June 2041, 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:	N/A
		Provisions relating to interest (if any) payable on the Securities
12	Interest:		Applicable
13		Interest Amount:	N/A
14		Interest Rate:	Applicable
	(i)	Fixed Rate:	N/A
	(ii)	Floating Rate:	N/A
	(iii)	Variable Rate:	N/A
	(iv)	Zero Coupon:	Applicable

		(a)	Internal rate of return:		5.92 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)	For the purposes of Condition 5.1 of the Base Conditions: Cash Settlement
				(ii)	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:		561.4863 per cent. of the Calculation Amount per Security
	(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

As defined in Condition 24 of the Base Conditions

$N/A$

Terms relating to Physically Delivered 29

Securities:

30	Nominal Call Event:			N/A
31	Call Option:			Applicable
	(i)		Cash Settled Securities:
	Optional Cash Settlement (a) Amount:			respect of each Optional Cash In Redemption Date, the corresponding Optional Cash Settlement Amount per Security as set out in the Schedule.
		(b)	Optional Cash Redemption Date	Each date as set out in the Schedule
	(ii)		Physically Delivered Securities:	N/A
	(iii)		Issuer Option Exercise Period:	As defined in Condition 24 of the Base Conditions
	(iv)		Issuer Notice Period:	No less than 5 Business Days' prior notice
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 addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex:			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
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			N/A

Spanish Securities:

47	Additional provisions relating to Taxes and	N/A
	Settlement Expenses:

Definitions

48	Business Day:		Conditions	As defined in Condition 24 of the Base
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 Securities 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, re-sell, distribute, transfer, give advice regarding or otherwise intermediate the offer and sale of, the Securities in the ROC other than in compliance with the laws and regulations of the ROC.

The Securities 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.

No action has been taken in any jurisdiction that would permit a public offering of any of the Securities, or possession or distribution of the Base Prospectus or any other offering material or these Final Terms, in any country or jurisdiction where action for that purpose is required. No offers, sales, re-sales or deliveries of any Securities or distribution of any offering material relating to the Securities, directly or indirectly, may be made in or from any jurisdiction except 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
		Securities or has in its possession or
		distributes the Base Prospectus, any other
		offering material or these Final Terms, and
		neither the Issuer nor the Manager will have responsibility therefor.
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:XS0602952631
		Common Code: 060295263
57	Modifications to the Master Subscription	N/A
	Agreement and/or Agency Agreement:
58	Additional Conditions and/or modification	N/A
	to the Conditions of the Securities:

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 1,750

$2¹$ RATINGS

Ratings:

The Securities have not been individually rated.

$\overline{3}$ NOTIFICATION

$N/A$

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
------	-------------------------	-----

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

$6¹$ FIXED RATE SECURITIES ONLY - YIELD

Indication of yield: $N/A$

7 FLOATING RATE SECURITIES ONLY - HISTORIC INTEREST RATES

$N/A$

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 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	N/A
Agents(s) (if any)
Intended to be held in a manner which would allow Eurosystem eligibility:	N/A

11 OFFER INFORMATION

$N/A$

Schedule

Optional Cash Redemption Dates / Redemption Percentages / Optional Cash Settlement Amounts

Optional Cash	Redemption	Optional Cash Settlement Amount
Redemption Date	Percentage per Calculation Amount
23-Jun-12	105.92000%	105,920.00
23-Jun-13	112.19046%
		112,190.46
23-Jun-14	118.83214%	118.832.14
23-Jun-15	125.86700%	125,867.00
23-Jun-16	133.31833%	133,318.33
23-Jun-17	141.21077%	141,210.77
23-Jun-18	149.57045%	149,570.45
23-Jun-19	158.42502%	158,425.02
23-Jun-20	167.80378%	167,803.78
23-Jun-21	177.73777%	177,737.77
23-Jun-22	188.25984%	188,259.84
23-Jun-23	199.40483%	199,404.83
23-Jun-24	211.20959%	211,209.59
23-Jun-25	223.71320%	223,713.20
23-Jun-26	236.95702%	236,957.02
23-Jun-27	250.98488%	250,984.88
23-Jun-28	265.84318%	265,843.18
23-Jun-29	281.58110%	281,581.10
23-Jun-30	298.25070%	298,250.70
23-Jun-31	315.90714%	315,907.14
23-Jun-32	334.60884%	334,608.84
23-Jun-33	354.41769%	354,417.69
23-Jun-34	375.39921%	375,399.21
23-Jun-35	397.62285%	397,622.85
23-Jun-36	421.16212%	421,162.12
23-Jun-37	446.09492%	446,094.92
23-Jun-38	472.50374%	472,503.74
23-Jun-39	500.47596%	500,475.96
23-Jun-40	530.10413%	530,104.13

$V₂$