Barclays PLC — Capital/Financing Update 2011

Jul 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

70,000,000 Index Linked Warrants due June 2014 (the "Warrants")

Series: NX00040812

under the Global Structured Securities Programme

Issue Price: GBP 1.00 per Security

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 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 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 disclaimers:

FTSE disclaimer

The Securities are not in any way sponsored, endorsed, sold or promoted by FTSE International Limited ("FTSE") or by the London Stock Exchange Plc (the "Exchange") or by The Financial Times Limited ("FT") and neither FTSE nor Exchange nor FT makes any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the FTSE™ 100 (the "Index") and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated by FTSE. However, neither FTSE nor Exchange nor FT shall be liable (whether in negligence or otherwise) to any person for any error in the Index and neither FTSE or Exchange or FT shall be under any obligation to advise any person of any error therein.

"FTSE®", "FT-SE®" and "Footsie®" are trade marks of the London Stock Exchange Plc and The Financial Times Limited and are used by FTSE International Limited under licence. "All-World", "All-Share" and "All-Small" are trade marks of FTSE International Limited.

S&P disclaimer

"Standard & Poor's®", "S&P®", "S&P 500 Index", are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by Barclays Bank PLC. The Securities are not sponsored, endorsed, sold or promoted by Standard & Poor's and Standard & Poor's makes no representation regarding the advisability of investing in the product(s).

The Securities are not sponsored, endorsed, sold or promoted by Standard & Poor's, a division of McGraw-Hill, Inc. ("S&P"). S&P makes no representation or warranty, express or implied, to the owners of the Securities or any member of the public regarding the advisability of investing in securities generally or in the Securities particularly or the ability of the S&P Indices to track general stock market performance. S&P's only relationship to Barclays is the licensing of certain trademarks and trade names of S&P and of the S&P Indices which is determined, composed and calculated by S&P without regard to Barclays or the Securities. S&P has no obligation to take the needs of Barclays or the owners of the Securities into consideration in determining, composing or calculating the S&P Indices. S&P is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Securities to be issued or in the determination or calculation of the equation by which the Securities is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Securities.

S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P INDICES OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY LICENSEE, OWNERS OF THE SECURITIES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P INDICES OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANT- ABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P INDICES OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.

STOXX disclaimer

STOXX and its licensors (the "Licensors") have no relationship to the Issuer, other than the licensing of the Euro STOXX 50® and the related trademarks for use in connection with the Securities.

STOXX and its Licensors do not:

• Sponsor, endorse, sell or promote the Securities.
• LRecommend that any person invest in the Securities or any other securities.
• Have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Securities.
• Have any responsibility or liability for the administration, management or marketing of the Securities.
• Consider the needs of the Securities or the owners of the Securities in determining, composing or calculating the Euro STOXX 50® or have any obligation to do so.

STOXX and its Licensors will not have any liability in connection with the Securities. Specifically,

• STOXX and its Licensors do not make any warranty, express or implied and disclaim any and all warranty about:
• o The results to be obtained by the Securities, the owner of the Securities or any other person in connection with the use of the Euro STOXX 50® and the data included in the Euro STOXX 50®;
• o The accuracy or completeness of the Euro STOXX 50® and its data;
• o The merchantability and the fitness for a particular purpose or use of the Euro STOXX 50® and its data.
• STOXX and its Licensors will have no liability for any errors, omissions or interruptions in the Euro STOXX 50® or its data.
• Under no circumstances will STOXX or its Licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or its Licensors knows that they might occur.

The licensing agreement between the issuer and STOXX is solely for their benefit and not for the benefit of the owners of the Securities or any other third parties.

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 Capital Securities Limited
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

1	(i)	Series:	NX00040812
	(ii)	Tranche:	1
2	Currency:		Pound Sterling ("GBP")
3	Number of Warrants or Exercisable Certificates being issued:		70,000,000
4	Calculation Amount per Security as at the Issue Date:		GBP 1.00
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)	CDIs:	N/A
6	Trade Date:		30 June 2011
7	Issue Date:		15 July 2011
8	Issue Price:		GBP 1.00 per Security
9		Relevant Stock Exchange:	London Stock Exchange
10	The following Relevant Annex(es) shall Equity Linked Annex apply to the Securities:
		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	Fall back provisions, rounding provisions, denominator and any other terms	N/A

relating to the method of calculating interest, if different from those set out in the Base Conditions:

Provisions relating to Exercise

24	(i)	Exercise Style:	European Style
	(ii)	Multiple Exercise Securities	N/A
25		Call/Put Securities:	N/A
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:	30 June 2014
32		Automatic Exercise:	Applicable
33		Minimum Number Exercise Requirement:	N/A
34		Maximum Daily Number:	N/A
35		Nominal Call Event:	N/A
36		Settlement Method:	Physical Settlement
37	Settlement Currency:		GBP
38	Settlement Number:		As defined in Condition 24 of the Base Conditions
39	Terms relating to Cash Settled Securities:		Cash Settlement shall only be applicable in case of an early cancellation, at the discretion of the Issuer, if, at any time, there is an Additional Disruption Event.
	(i)	Exercise Cash Settlement Amount:	N/A
	(ii)	Exercise Cash Settlement Date:	N/A
	(iii)	Early Cash Settlement Amount:	As defined in Condition 24 of the Base Conditions
	(iv)	Early Cancellation Date:	10 Business Days after an early cancellation notice is given by the Issuer to Securityholders.
40		Specified Early Cancellation Event:	N/A
41		Terms relating to Physically Delivered Securities:	Applicable
	(i)	Exercise Physical Settlement	In respect of each Security, an amount of Gilt

Entitlement: Asset to be physically delivered equal to:

Gilt Amount x Relevant Percentage

Where:

"Gilt Amount" means in respect of an Exercise Physical Settlement Date(i), the amount of Gilt Asset with a market value as at 14.00 London time on the corresponding Gilt Observation Date equal to the Calculation Amount, as determined by the Determination Agent in good faith and a commercially reasonable manner.

"Gilt Asset" means Gilt Treasury 09/07/2016 4 per cent. (ISIN GB00B0V3WX43), subject to the Entitlement Substitution as set out in paragraph 41(v) below and to Condition 7.2 of the Base Conditions.

"Gilt Observation Date" means 15 July 2014, provided that if the Determination Agent is unable to determine the market value of the Gilt Asset on the Gilt Observation Date, then the Determination Agent may (a) postpone the Gilt Observation Date to the first date on which it is able to obtain the market value of the Gilt Asset; or (b) determine that an Entitlement Substitution Event has occurred and the Issuer may deliver substitute assets in accordance with the paragraph 41(v) below.

"Relevant Percentage" will be calculated as follows:

(a) If on Index Observation Date(i) (where i represents the number 3), the Index Performance is equal to or greater than 60 per cent., then the Relevant Percentage means:

100% + Bonus One + Bonus Two + Bonus Three

(b) Otherwise, if on Index Observation Date(i) (where i represents the number 3), Index Performance is less than 60 per cent., then the Relevant Percentage means:

min(Index Performance, 100%) + Bonus One + Bonus Two + Bonus Three

"Bonus One" means that if the Index Performance is greater than or equal to 80 per cent. in respect of the first Index Observation Date(i), then Bonus One will be equal to 8.05 per cent.; otherwise, Bonus One will be equal to 0

per cent.

"Bonus Two" means that if the Index Performance is greater than or equal to 80 per cent. in respect of the second Index Observation Date(i), then Bonus Two will be equal to 8.05 per cent.; otherwise, Bonus Two will be equal to 0 per cent.

"Bonus Three" means that if the Index Performance is greater than or equal to 80 per cent. in respect of the third Index Observation Date(i), then Bonus Three will be equal to 8.05 per cent.; otherwise, Bonus Three will be equal to 0 per cent.

"i" means a number from 1 to 3.

"Index Observation Date(i)" means each of 2 July 2012, 1 July 2013 and 30 June 2014; provided that if an Index Observation Date(i) is a Disrupted Day, the Disrupted Day provisions set out in Condition 3 of Part B of the Equity Linked Annex shall apply.

"Index Performance" means in respect of each Index, its performance calculated according to the following formula:

Index 3 Initial Index 3Level , Index 2 Initial Index 2 Level , Index 1 Initial Index 1Level 100% ^x min

"Index 1 Initial" means the Index Level of Index 1 on the Initial Valuation Date, being 5945.71

"Index 2 Initial" means the Index Level of Index 2 on the Initial Valuation Date, being 1320.64

"Index 3 Initial" means the Index Level of Index 3 on the Initial Valuation Date, being 2848.53

"Index 1 Level" means in respect of determining the Index Performance on an Index Observation Date(i), the Index Level of Index 1 on such Index Observation Date(i).

"Index 2 Level" means in respect of determining the Index Performance on an Index Observation Date(i), the Index Level of Index 2 on such Index Observation Date(i).

"Index 3 Level" means in respect of determining the Index Performance on an Index Observation Date(i), the Index Level of Index 3 on such Index

Observation Date(i).

"Initial Valuation Date" means the 30 June 2011.

18 July 2014, subject to adjustment in accordance with Business Day Convention

N/A

N/A

N/A

N/A

Applicable

N/A

(v) Entitlement Substitution: The Issuer has the right, in its sole and absolute discretion, to deliver to the Securityholders upon exercise an amount of such other UK government gilt, as determined by the Determination Agent as having the same monetary value as the Exercise Physical Settlement Entitlement, acting in good faith and in a commercially reasonable manner.

(vi) Disruption Cash Settlement Price:

42 Multiplier: N/A

(ii) Exercise Physical Settlement Date:

(iii) Early Physical Cancellation Entitlement:

(iv) Early Physical Cancellation Date(s):

43 Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex:

44 Share Linked Securities: N/A

45 Index Linked Securities (Equity notices only):

(i) Index/Indices (each a "Reference Asset"):

(ii) Future Price Valuation: N/A

• (iii) Exchange-traded Contract: N/A
• (iv) Exchanges: As set out in the Schedule

(v) Related Exchanges: In respect of each Index, All Exchanges

• (vi) Exchange Rate: N/A
• (vii) Weighting for each Reference Asset comprising the Basket of Reference Assets:
• (viiii) Index Level of each Reference Asset:

In respect of each Index, the level of such an Index as published by the relevant Index Sponsor at the Valuation Time.

A basket comprised of Index 1, Index 2 and Index 3 (each an "Index" and collectively, the "Basket

of Indices") as set out in the Schedule 2

	(ix)	Valuation Date:	The Initial Valuation Date, the Gilt Observation Date and each Index Observation Date(i),
	(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 Warrant
	Securities:	Settlement in respect of APK Registered Securities, Dutch Securities, Italian Securities, Swedish Registered Securities, VPS Registered Securities or Spanish	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:	As defined in Condition 24 of the Base Conditions
57		Additional Business Centre(s):	N/A
		Selling restrictions and provisions relating to certification
58		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

In addition to those described in the Base Prospectus, no action has been taken or will be

Prospectus.

		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 or Manager (as the case may be) and the Determination Agent.
59	Applicable TEFRA exemption:	N/A
60	Other:	N/A
General
61	Business Day Convention:	Following
62	Relevant Clearing Systems:	Euroclear
		Clearstream
63	If syndicated, names and addresses of Managers:	N/A
64	Relevant securities codes:	ISIN: GB00B67TVB94 Common Code: 064709780
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

taken by the Issuer that would permit a public

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:	GBP 2,700

2 RATINGS

Ratings: The Securities have not been individually rated.

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.

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

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

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):

11 OFFER INFORMATION

The Issue Price includes a commission element to be shared with a third party, which will be no more than 3.75 per cent. of the Issue Price. Further details of the commission element are available upon request.

Schedule

The Basket of Indices

(i)	Index	Bloomberg Code	Exchange	Index Sponsor
1	FTSE™ 100 ("Index 1")	UKX Index	London Stock Exchange	FTSE International Limited
2	S&P 500 ("Index 2")	SPX Index	Multi-exchange Index	Standard and Poors
3	Euro STOXX 50® ("Index 3")	SX5E Index	Multi-exchange Index	STOXX