Barclays PLC — Capital/Financing Update 2011

Jul 1, 2011

Second Amended and Restated Final Terms

(replacing the original Final Terms dated 27 February 2007 and the first Amended and Restated Final Terms dated 07 June 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

EUR 129,000,000 Coupon Credit Linked Floating Rate Notes due 1 September 2023

Series 8378

under the Global Structured Securities Programme

Issue Price: 100 per cent. of par

This document constitutes the Second Amended and Restated Final Terms (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 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, save in respect of the terms and conditions applicable to the Notes (the "Conditions") which are extracted from the Base Prospectus dated 14 December 2006 (the "Original Offering Document"), as incorporated by reference in the Base Prospectus and shall replace the original Final Terms dated 27 February 2007 and the first Amended and Restated Final Terms dated 7 June 2011 following a restructuring effective 7 June 2011. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms, the Base Prospectus and the Original Offering Document. The Base Prospectus and the Original Offering Document are 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 Notes (as defined below) were originally issued in aggregate principal amount of EUR 200,000,00. Following a repurchase and cancellation effective 9 March 2010, the aggregate principal amount of the Notes was reduced from EUR 200,000,00 to EUR 129,000,000.

This document has been prepared for the purposes of giving information about the issue by Barclays Bank PLC of the EUR129,000,000 Coupon Credit Linked Floating Rate Notes due 1 September 2023, Series 8378 (the "Notes").

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.

Final Terms dated 1 July 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.

Additional Risk Factor:

In addition to the Risk Factors set forth on pages 18 to 45 of the Base Prospectus, investors should be aware that the payment of any interest in respect of the Notes is subject to the condition that no Credit Event leading to an Event Determination Date has occurred with respect to the Republic of Italy. Following the occurrence of Event Determination Date, no further interest shall be paid by the Issuer in respect of the Notes.

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 Conditions which are extracted from the Original Offering Document, as incorporated by reference in the Base Prospectus.

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 Notes

1.	Title of the Notes:	EUR 129,000,000 Coupon Credit Linked Floating Rate Notes due 1 September 2023
2.	Series:	8378
3.	Currency of the Notes:	Euro ("EUR")
4.	Aggregate principal amount of the	EUR 129,000,000
	Notes:	Following a repurchase and cancellation effective 9 March 2010, the aggregate principal amount of the Notes was reduced from EUR 200,000,00 to EUR 129,000,000
5.	Denominations and number of Notes:	EUR 1,000,000 (129 Notes).
		For the avoidance of doubt, each Note shall not be sub-divided into smaller denominations.
6.	Form of Notes:	Bearer Notes:
		Temporary Global Note, exchangeable for a Permanent Global Note
7.	Notes in definitive form to be issued:	Yes, in the limited circumstances as set out in the Base Prospectus
8.	Issue Date of the Notes:	27 February 2007
9.	Issue Price of the Notes:	100.00 per cent. of par
10.	Relevant Stock Exchanges:	London Stock Exchange
11.	Integral multiples of Notes required for transfer:	N/A
12.	Type of Notes and relevant Securities Note:	Floating Rate Notes
	Provisions relating to interest (if any) payable on the Notes
13.	Interest payable on the Notes:	Yes, subject to the occurrence of an Event Determination Date
14.	Interest Basis:	Floating Rate
15.	Interest Rates - Fixed	N/A

		- Floating	An amount in EUR, payable on each Interest Payment Date, calculated as follows:
			(i) For each Interest Period from and including the Interest Commencement Date to but excluding the Interest Payment Date scheduled to fall in March 2012 (the "EURIBOR Period"):
			min [5.50% per annum, 12M-EURIBOR + 0.10% per annum]
			Provided that in respect of the first Interest Period, 12M-EURIBOR + 0.10% per annum means 4.819% per annum.
			(ii) For each Interest Period from and including the Interest Payment Date scheduled to fall in March 2012 to but excluding the Maturity Date (the "CMS Period")
			min [5.50%, 85.25% * EUR CMS 30Y]
			Where:
			12M-EURIBOR and EUR CMS 30Y have the meanings set out below
16.	Screen Rate Determination:		Applicable

(i) Reference Rate: (i) In respect of the EURIBOR Period, 12M-EURIBOR, being the rate for deposits in EUR for a period of 12 months which appears on the Relevant Screen Page as of 11:00 a.m., Brussels time, on the Interest Determination Date. If the Reference Rate does not appear on the Relevant Screen Page as of 11:00 a.m., Brussels time, on the Interest Determination Date, then the Reference Rate for the Interest Determination Date will be determined by the Determination Agent in its sole discretion.

For the avoidance of doubt, in respect of the first Interest Period, the Reference Rate will be equal to 4.719 per cent. per annum.

(ii) In respect of the CMS Period, EUR CMS 30Y, being the rate for euro swap transactions for a period of 30 years which appears on the Relevant Screen Page as of 11:00 a.m., Frankfurt time, on the Interest Determination Date. If the Reference Rate does not appear on the Relevant Screen Page as of 11:00 a.m., Frankfurt time, on the Interest Determination Date, then the Reference Rate for the Interest Determination Date will be determined by the Determination Agent in its sole discretion.

(ii) Interest Determination Date: For the EURIBOR Period, two TARGET Business Days prior to the first day of each Interest Period For the CMS Period, two TARGET

Business Days prior to the first day of each Interest Period

(iii) Relevant Screen Page: For the EURIBOR Period, Reuters Screen EURIBOR01 Page

For the CMS Period, Reuters Screen ISDAFIX2 Page

1. ISDA Determination: N/A

18.	Amortisation Yield:	N/A
19.	Fixed Coupon Amount:	N/A
20.	Broken Coupon Amount:	N/A
21.	Minimum/Maximum Rates of Interest:	Maximum Rate of Interest: 5.50 per cent. per annum
22.	Interest Payment Dates:	Subject to the occurrence of an Event Determination Date, annually in arrears on 1 March in each year, from and including 1 March 2009 to and including 1 March 2023 and the Maturity Date, subject to adjustment in accordance with the Business Day Convention.
23.	Interest Commencement Date:	3 March 2008
24.	Interest Periods:	As defined in Condition 25, provided that the final Interest Period shall end on, and include, the earlier to occur of the day prior to (i) the Scheduled Maturity Date and (ii) the Interest Payment Date occurring on or immediately preceding the Event Determination Date.
		For the avoidance of doubt, there shall be a short last period from and including the Interest Payment Date scheduled to fall in 1 March 2023 to but excluding the Maturity Date.
25.	Day Count Fraction:	In respect of the EURIBOR Period: Actual/360
		In respect of the CMS Period: 30/360
	Provisions regarding redemption
26.	Exchange Rate Time:	N/A
27.	Maturity Date:	The Scheduled Maturity Date, or if an Extension Notice is effective, the Deferred Maturity Date (all as defined in the Annex hereto).

Where:

"Scheduled Maturity Date" means 1 September 2023, without regard to any Business Day Convention

28.	Early Redemption following the occurrence of:		Applicable, as set out below and as further described in Paragraph 69
	(i)	Issuer Tax Event:	Applicable
	(ii)	Change in Law:	Applicable
	(iii)	Hedging Disruption:	Applicable
	(iv)	Increased Cost of Hedging:	Applicable
	(v)	Asian Change in Law	Not Applicable
	(vi)	Asian Hedging Disruption	Not Applicable
	(vii)	Asian Increased Cost of Hedging	Not Applicable
29.		Early Redemption following the occurrence of a Guarantor Tax Event:	N/A
30.	Call Option:		N/A
31.	Put Option:		N/A
32.		Valuation Date:	N/A
33.		Valuation Time:	N/A
34.		Market Disruption Event:	N/A
35.	(i)	Averaging Dates:	N/A
	(ii)	Consequence of an Averaging Date being a Disrupted Day:	N/A
36.	Redemption Amount and the currency in which it will be paid:		100 per cent. per Denomination
37.	Early Redemption Amount and the currency in which it will be paid:		In relation to an Early Redemption in
			accordance with Condition 5.4, an amount as determined by the Determination Agent in its sole discretion.
38.	The maximum and minimum number of Business Days prior to the Early Redemption Date on which Issuer Redemption Notices and Special Redemption Notices must be given by the Issuer:		As set out in the Base Prospectus
39.		Time for receipt of Early Redemption Notice and/or Noteholder's Notice:	10:00 a.m. London time, as stated in the Base Prospectus

40.	Redemption Notice Time:	10.00 a.m. Brussels time (in the case of Euroclear Bank) (or 11.00 a.m. if delivered by EUCLID) and 10.00 a.m. Luxembourg time (in the case of Clearstream, Luxembourg)
41.	Procedures for giving Issuer Redemption Notice if other than as specified in Condition 6.3:	N/A
42.	Procedure for giving Special Redemption Notice if other than as specified in Condition 6.3:	N/A
43.	Basis for selecting Notes where Daily Maximum Amount is exceeded if other than on a pro rata basis:	N/A

• 1. Additional provisions relating to the redemption of the Notes: N/A
• 1. Equity Linked Notes, Equity Basket Notes: N/A
• 1. Single Index Notes, Basket of Indices Notes: N/A
• 1. Currency Linked Notes: N/A

• Credit Linked Notes: Applicable, for the limited purposes set out herein and in the Annex below.

The Notes are credit linked to the Reference Entity solely for the purposes of the determination of interest due on the Notes. Following the Event Determination Date, interest shall cease to accrue on the Notes from the Interest Payment Date occurring on or immediately preceding the Event Determination Date.

For the avoidance of doubt, the repayment of principal by way of payment of the Redemption Amount on the Maturity Date is not credit linked to the Reference Entity and the occurrence of an Event Determination Date shall have no effect on the payment of the Redemption Amount due on the Maturity Date.

Terms used but not defined in this paragraph 48 shall have the meanings given to them in the Annex.

(i) Redemption Amount: As specified in Paragraph 36 above

(ii) Trade Date: 1 July 2011

(iii) Scheduled Maturity Date: As specified in Paragraph 27 above

(iv) Calculation Agent City: London

(v) Reference Entity: Republic of Italy

(vi) Reference Obligation: In respect of the Reference Entity, the obligation identified as follows and any Substitute Reference Obligation in respect thereof:

Primary Obligor: Republic of Italy

Maturity: 25 July 2016

Coupon: 5.75%

CUSIP/ISIN: XS0133144898

(vii)	All Guarantees:	Applicable
(viii)	Credit Events:	The following Credit Events shall apply:
		1. Failure to Pay
		2. Repudiation/Moratorium
		3. Restructuring
		In respect of the "Failure to Pay" Credit Event, "Grace Period Extension" shall not apply. In respect of the "Restructuring" Credit Event, "Multiple Holder Obligation" shall not apply.
	Default Requirement:	As defined in the Credit Derivative Definitions (as defined below)
	Payment Requirement:	As defined in the Credit Derivative Definitions
(ix)	Notice Delivery Period:	As defined in the Credit Derivative Definitions
(x)	Conditions to Settlement:	Credit Event Notice
		Notifying Party: Issuer
		Notice of Publicly Available Information: Applicable
(xi)	Obligations:	As defined in the Credit Derivative Definitions
	Obligation Category	Borrowed Money
	Obligation Characteristics	None
	Additional Obligations	N/A
(xii)	Excluded Obligations:	None
(xiii)	Whether redemption of the Notes will be by (a) Cash Settlement or (b) Cash Settlement or Physical Delivery at the option of the Issuer:	N/A
(xiv) Event:	Accrual of Interest Upon Credit	As set out in the Conditions
(xv)	Merger Event Maturity Date:	N/A
	Terms relating to Cash Settlement	N/A
	Terms relating to Physical Delivery	N/A

	(xxvi)	Physical Settlement Period:	N/A
	(xxvii)	Deliverable Amount:	N/A
		(xxviii) Settlement Currency:	N/A
	(xxix)	Deliverable Obligations:
		Deliverable Obligation Category	Bond or Loan
		Deliverable Obligation Characteristics	Specified Currency Not Contingent Assignable Loan Consent Required Loan Transferable Maximum Maturity: 30 years Not Bearer
		Additional Deliverable Obligations	N/A
	(xxx)	Excluded Deliverable Obligations:	None
	(xxxi)	Indicative Quotations:	N/A
	(xxxii)	Cut-off Date:	N/A
		(xxxiii) Delivery provisions for the Deliverable Amount (including details of who is to make such delivery) if different from Terms and Conditions:	N/A
	(xxvi)	Physical Settlement Period:	N/A
49.		Commodity Linked Notes:	N/A
		Provisions relating to settlement
50.		Settlement type:	Cash Settlement
51.	Board Lot:		N/A
52.	Currency in which cash settlement will be made		EUR
53.		Early Redemption Payment Date:	As defined in Condition 25
54.	Clearing System:		Euroclear and Clearstream, Luxembourg
55.		Security Delivery Date:	N/A
Definitions
56.		Definition of Business Day:	London and TARGET
57.		Definition of Exchange Business Day:	As defined in Condition 25

1. Definition of Maturity Notice Time: As defined in Condition 25

2. 1. Definition of Issuer Tax Event: As defined in Condition 12
3. 1. Definition of Guarantor Tax Event: N/A

Selling restrictions and provisions relating to certification

• 1. Applicable US Commodities Restrictions: Type 2

• Non-US Selling Restrictions: In addition to those described in the Base Prospectus, no action has been taken or will be taken that would permit a public offering of the Notes or possession or distribution of any offering material in relation to the Notes in any 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 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 and the Determination Agent.

The offering of the Notes has not been registered pursuant to Italian securities legislation and, accordingly, no Notes may be offered, sold or delivered, nor may copies of the Base Prospectus or of any other document relating to the Notes be distributed in the Republic of Italy, except: (i) to professional investors (operatori qualificati) (Professional Investors), as defined in Article 31, second paragraph, of CONSOB (the Italian Securities Exchange Commission) Regulation No. 11522 of 1 July 1998, as amended (Regulation No. 11522); or

(ii) in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and Article 33, first paragraph, of CONSOB Regulation No. 11971 of 14 May 1999, as amended (Regulation No. 11971).

Any offer, sale or delivery of the Notes or distribution of copies of the Base Prospectus or any other document relating to the Notes in the Republic of Italy under (i) or (ii) above must be:

(a) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, Regulation No. 11522 and Legislative Decree No. 385 of 1 September 1993, as amended (the Banking Act); and

(b) in compliance with Article 129 of the Banking Act and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy; and

(c) in compliance with any other applicable laws and regulations or requirement imposed by CONSOB.

The Noteholder is purchasing the Notes for itself and undertakes not to on-sell, distribute or offer the Notes, in whole or in part, to any person, except to for the sale of the Notes to the Issuer.

63.	Certification of non-US status:	TEFRA D Applicable
General
64.	Applicable Business Day Convention:	Modified Following Business Day Convention
65.	Relevant Clearing Systems, Rules and	Euroclear
	appropriate codes:	Clearstream, Luxembourg
		ISIN: XS0289662370

Common Code: 028966237

1. (i) Reuters page(s) (or other reference source) from which the exchange rate for currency conversion will be taken when calculating the Redemption Amount and/or the Early Redemption Amount, or N/A

(ii) The Reference Bank or Central Bank quoting the exchange rate for conversion pursuant to Condition 6.9(a) N/A

• 1. Any modifications to the Master Subscription Agreement and/or Master Issue and Paying Agency Agreement: N/A
• 1. The offices (if any) in addition to the principal office of the Issue and Paying Agent where (i) the latest annual report and accounts, of the Issuer, Guarantor and semi-annual interim reports of the Guarantor and (ii) copies of the Master Issue and Paying Agency Agreement and the Base Prospectus and this Supplement will be available in English for holders of the Notes during the term of the Notes:
• 1. Any Conditions additional to, or modified from, those set forth in the Base Prospectus: As set forth in the Annex hereto

N/A

• (i) The Sterling equivalent of the aggregate principal amount of the Notes as at the Issue Date: £135,135,135.14
• (ii) The applicable exchange rate as at the Issue Date: EUR1.48 per £1.00

16

PART B - OTHER INFORMATION

1.	LISTING
	(i)	Listing	London
	(ii)	Admission to trading:	Application has been 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 09th June 2011.
	(iii)	Estimate of total expenses related to admission to trading	GBP 300
2.	RATINGS
	Ratings:		The Notes have not been individually rated.
3.	NOTIFICATION
	N/A
4.	INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
		involved in the offer of the Notes has an interest material to the offer.	Save as discussed in the "Purchase and Sale", so far as the Issuer is aware, no person
5.	REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
	(i)	Reasons for the offer	General Funding
	(ii)	Estimated net proceeds as at the Issue Date:	EUR 200,000,000
	(iii)	Estimated total expenses:	Not Applicable
6.		FIXED RATE NOTES ONLY - YIELD
		Indication of yield:	Not Applicable
7.		FLOATING RATE NOTES ONLY - HISTORIC INTEREST RATES –
	N/A

• 8. Index-Linked or other variable-linked Notes only PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING – NOT APPLICABLE
• 9. Dual currency Notes only PERFORMANCE OF RATE OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT - NOT APPLICABLE
• 10. OPERATIONAL INFORMATION

Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking Societe Anonyme and the relevant identification number(s):	Not Applicable
Delivery:	Delivery free of payment
New Global Note	No
Names and addresses of additional Paying Agents(s) (if any):	Not Applicable
Intended to be held in a manner which would allow Eurosystem eligibility:	No

ANNEX

1. Effect of a Credit Event

• a. Notwithstanding that the Notes are expressed to be Credit Linked Notes, the effect of a Credit Event on the Notes will be limited to the cessation of the accrual of interest due on the Notes, and Condition 5 will be construed accordingly.
• b. Conditions 5(b)(i)-(iii) shall be deleted and replaced by the following:

"(b)(i) If an Event Determination Date occurs during the Notice Delivery Period and on or prior to the Maturity Date, Interest will cease to accrue as of the earlier to occur of the day prior to (a) the Interest Payment Date occurring on or immediately preceding the Event Determination Date and (b) the Scheduled Maturity Date or, if no Interest Payment Date has occurred, the Issue Date. For the avoidance of doubt, the occurrence of an Event Determination Date will have no effect on the payment of the Redemption Amount due on the Maturity Date which shall continue unaffected by the occurrence of such Event Determination Date."

c. Condition 5(b)(iv) shall be deemed deleted in its entirety and replaced by the following:

"(ii) The Maturity Date of the Notes will be the Scheduled Maturity Date, provided that if an Extension Notice is effective, the Maturity Date of the Notes will be the Deferred Maturity Date."

d. Condition 5(b)(v) shall be deemed deleted in its entirety and replaced by the following:

"(iii) In addition to amounts of interest (if any) accrued in accordance with the Conditions, in the event that the Maturity Date is deferred and no Event Determination Date occurs on or prior to the Extension Date, interest ("Extension Interest") on the Notes will be payable in arrears on the Deferred Maturity Date in an amount determined by the Determination Agent equal to the sum for each day in the period between the Maturity Date and the Deferred Maturity Date (the "Extension Period") of the product of (a) the Denomination, (b) the Barclays Bank PLC overnight deposit rate for deposits in the Currency of the Notes for such day and (c) 1/360."

e. The words "(other than a Credit Linked Note)" will be deemed deleted from the second line of Condition 5.1(a).

2. Definitions

The Notes are subject to the terms and conditions of the 2003 ISDA Credit Derivatives Definitions (the Credit Derivatives Definitions), which are hereby incorporated by reference in these Conditions. Terms which are used but not otherwise defined in these Final Terms shall have the meanings given to them in the 2003 ISDA Credit Derivative Definitions, as supplemented by the 2009 Credit Derivatives Determinations Committee, Auction Settlement and Restructuring Protocol (the "CDS Definitions"), provided however that the following provisions of the CDS Definitions shall be deemed amended as follows:

(i) To the extent such references are applicable, and except as otherwise specified herein or in the applicable Final Terms, references in the Credit Derivatives Definitions to (a) "Buyer" shall mean "Issuer", (b) "Seller" shall mean "the holders of the Notes from time to time", (c) "Credit Derivative Transaction" shall (where the context requires) mean "the Notes" (or where the context does not require, such references shall be deleted), (d) "Confirmation" shall mean "Final Terms", (e) "Scheduled Termination Date" shall mean "Scheduled Maturity Date", (f) "Termination Date" shall mean "Maturity Date", (g) a "party" or "parties" shall mean the "Issuer" or the "Noteholders", as applicable; (h) "Effective Date" shall mean "Trade Date"; and (i) "Notifying Party" shall mean the "Issuer" (as determined in accordance with paragraph (iii) below).

(ii) The phrases "after consultation with the parties" and "in consultation with the parties" are deleted wherever they appear in the Credit Derivatives Definitions.

(iii) Any Credit Event Notice, Notice of Publicly Available Information, any other notice required to be delivered under the Credit Derivatives Definitions or an Extension Notice shall be effective when delivered by the Issuer (or where applicable, the Determination Agent) to the Issue and Paying Agent, which shall deliver the same through the relevant settlement system to the holders of the Notes, provided that the failure of the Issue and Paying Agent to deliver any such notice shall not affect the effectiveness of any notice delivered by the Issuer (or where applicable, the Determination Agent) and Section 1.10 shall be construed accordingly.

(iv) Sections 1.7, 1.18, 1.19 and 1.20 shall not apply.

(v) Section 1.8 shall be deleted in its entirety and replaced by the definition in Section 3 below.

(vi) Section 2.2(h) shall be amended by the insertion of the following after the final words of the second paragraph thereof: "Following such determination, the Determination Agent shall determine in good faith and in a commercially reasonable manner the amendments (if any) that are necessary to preserve the economic effect of the Notes, such determination to be made by reference to the determinations reached by the Credit Derivatives Determinations Committee."

(vii) Sections 2.4 through 2.13 shall not apply.

(viii) Section 3.1 shall be amended by the deletion of the words "the parties shall perform their respective obligations in accordance with the applicable Settlement Method or Fallback Settlement Method" and the replacement therefor with the words "the Notes shall no longer accrue interest".

(ix) Section 3.2(a) shall be deleted in its entirety and replaced by the following: "All of the Conditions to Settlement shall be deemed to be satisfied by the occurrence of an Event Determination Date."

(x) Articles V, VI, VII, VIII and X, and Sections 9.3 through 9.10, shall not apply.

(xi) The Notes are credit linked solely for the purposes of the accrual of interest on the Notes, therefore any reference in the Credit Derivative Definitions to the Termination Date occurring as a consequence of the occurrence of an Event Determination Date shall be ignored for the purposes of the Notes and shall not cause the Maturity Date to occur as a consequence of such Event Determination Date, other than any reference required for the determination of the Deferred Maturity Date following the delivery of an Extension Notice.

3. Additional Definitions

In addition to the definitions in the Terms and Conditions and the CDS Definitions, the following terms shall have the following meanings in respect of the Notes. In the event of any inconsistency between the terms defined below and terms defined in the Terms and Conditions or the CDS Definitions, the terms defined below shall prevail.

"Deferred Maturity Date" means, if an Extension Notice is effective and no Event Determination Date occurs on or prior to the Notes Extension Date, the date falling five Business Days after the Notes Extension Date or, if an Extension Notice is effective and an Event Determination Date occurs on or prior to the Notes Extension Date, the Credit Event Redemption Date.

"Event Determination Date" means:

(a) The first date on which both the Credit Event Notice and, if "Notice of Publicly Available Information" is specified as a Condition to Settlement, the Notice of Publicly Available Information are delivered by the Issuer and are effective during either: (i) the Notice Delivery Period; or: (ii) the period (I) from, and including, the day on which ISDA publicly announces that the relevant Credit Derivatives Determinations Committee has Resolved not to determine the matters described in paragraphs (a) and (b) of the "Credit Event Resolution Request Date" definition (II) to, and including, the date that is 14 calendar days thereafter, provided that a Credit Event Resolution Request Date occurred on or prior to the end of the last day of the Notice Delivery Period (including prior to the Trade Date), provided however that: (i) the Issuer shall not deliver a Credit Event Notice if, prior to the date of delivery, a DC No Credit Event Announcement has occurred; and (ii) if a DC Credit Event Announcement occurs, the Issuer may elect (by notice included in the Credit Event Notice) that the Event Determination Date be the Credit Event Resolution Request Date.

(b) No Event Determination Date will occur, and any Event Determination Date previously determined with respect to an event shall be deemed not to have occurred, if, or to the extent that, prior to the Auction Final Price Determination Date or the Maturity Date or Deferred Maturity Date, as applicable, a DC No Credit Event Announcement Date occurs with respect to the Reference Entity or Obligation thereof.

(c) If, in accordance with the provisions above, (i) following the determination of an Event Determination Date such Event Determination Date is deemed (A) to have occurred on a date that is different from the date that was originally determined to be the Event Determination Date or (B) not to have occurred or (ii) an Event Determination Date is deemed to have occurred prior to a preceding Interest Payment Date, the Determination Agent will determine (I) the adjustment payment, if any, that is payable to reflect any change that may be necessary to the amounts previously calculated and/or paid in respect of the Notes and (II) the date in which such adjustment payment is payable, if any. For the avoidance of doubt, no accruals of interest shall be taken into account when calculating any such adjustment payment.

"Extended Interest Period" means the period, if any, from and including the Scheduled Maturity Date to but excluding the Deferred Maturity Date.

"Extension Notice" means an irrevocable notice (which may be by telephone) from the Issuer to the Issue and Paying Agent which is effective on or prior to the Maturity Date that specifies that the Issuer determines, in its sole and absolute discretion, that the Reference Entity is or may be subject to a Credit Event, Potential Failure to Pay or a Potential Repudiation/Moratorium."

"Notes Extension Date" means the later to occur of (a) the last applicable day specified in the definition of Notice Delivery Period in respect of the Reference Entity specified in an Extension Notice and (b) 14 calendar days after the day on which ISDA publicly announces that either (I) the relevant Credit Derivatives Determinations Committee has Resolved the matters described in paragraphs (a) and (b) in the definition of "Credit Event Resolution Request Date" or (II) the relevant Credit Derivatives Determinations Committee has Resolved not to determine such matters, in either case relating to a Credit Event Resolution Request Date that occurred on or prior to the end of the last day of the Notice Delivery Period (including prior to the Trade Date).

"Credit Event Redemption Date" is deemed to be the date that is three Business Days after the Final Price Calculation Date in respect of the relevant Credit Event. For such purposes, the "Final Price Calculation Date" means either (i) the Auction Final Price Determination Date, or (ii) if the Determination Agent determines that, following the occurrence of a Credit Event and/or the determination by the relevant Credit Derivatives Determinations Committee not to determine whether or not an event constitutes a Credit Event, the date determined by the Determination Agent in its sole discretion.