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

GBP 10,000,000 Warrant Linked Notes due November 2017 (the "Notes")

Series NIX00060666

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 Directive 2003/71/EC (the "Prospectus Directive") 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 5 August 2011, as supplemented and amended from time to time, which constitutes a base prospectus (the "Base Prospectus") for the purpose of the Prospectus Directive. 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 16 November 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 5 August 2011.

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
Italian Securities Agent	N/A
Registrar:	N/A
CREST Agent:	Computershare Investor Services PLC
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"). 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.

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 "CLEARANCE, SETTLEMENT AND TRANSFER RESTRICTIONS - TRANSFER RESTRICTIONS FOR REGISTERED SECURITIES" IN THE BASE PROSPECTUS.

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. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

Provisions relating to the Securities

$\mathbf{1}$	Series:		NX00060666
2	Currency:		Pound Sterling ("GBP")
3	Notes:		Applicable
	(i)	Aggregate Nominal Amount as at the Issue Date:	GBP 10,000,000
	(ii)	Specified Denomination:	GBP 1.00
	(iii)	Minimum Tradable Amount:	N/A
	(iv)	Calculation Amount per Security as at the Issue Date:	Specified Denomination
4	Certificates:		N/A
5	Form:
	(i)	Global/Definitive/Uncertificated and dematerialised:	CREST Securities issued in dematerialised uncertificated registered form
	(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 November 2011
7	Issue Date:		16 November 2011
8		Redemption Date:	The later of:
			(a) 16 November 2017; and
			(b) 5 Business Days immediately following the Valuation Date.
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:	Warrant Linked Securities Annex
		Provisions relating to interest (if any) payable on the Securities
12	Interest:		N/A
13		Interest Amount:	N/A
14		Interest Rate:	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:		N/A
24		Fallback provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest, if different from those set out in the Base Conditions:	N/A
		Provisions relating to Redemption
25		Settlement Method:	For the purposes of Conditions 5.1 and 5.4 of the Base Conditions: Cash Settlement
26		Settlement Currency:	GBP
27		Settlement Number:	As defined in Condition 24 of the Base Conditions
28	Securities:	Terms relating to Cash Settled
	(i)	Final Cash Settlement Amount:	As defined in the Warrant Linked Securities Annex
	(ii)	Early Cash Settlement Amount:	As defined in the Warrant Linked Securities Annex
	(iii)	Early Cash Redemption Date:	N/A
	(iv)	Early Cash Settlement Date:	As defined in the Warrant Linked Securities Annex
	(V)	Date:	Early Cash Settlement Valuation As defined in the Warrant Linked Securities Annex
29	Securities:	Terms relating to Physically Delivered	N/A
30		Nominal Call Event:	N/A
31		Call Option:	N/A
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

Warrant Linked Securities 36			Applicable
	(i)	Underlying Warrant:	Warrant linked to the FTSE 100 Index and the S&P 500 Index issued by Barclays Bank PLC (ISIN: GB00B4NL8585; Series number: NX00060667)
	(ii)	Initial Valuation Date:	The Issue Date for the first tranche of the Notes
	(iii)	Valuation Date:	9 November 2017
	(iv)	Valuation Time:	As defined in the Warrant Linked Securities Annex
Items 37-44			N/A
		Provisions relating to Settlement
45		Settlement in respect of VP Notes, APK Registered Securities, Dutch Securities, Italian Securities, Swedish Registered Securities, VPS Registered Securities or Spanish Securities:	N/A
46	Additional provisions relating to Taxes N/A and Settlement Expenses:
Definitions
47		Business Day:	As defined in Condition 24 of the Base Conditions
48		Additional Business Centre(s):	N/A
		Selling restrictions and provisions relating to certification
49		Non-US Selling Restrictions:	As described in the Base Prospectus
50		Applicable TEFRA exemption:	N/A
General
51		Business Day Convention:	Modified Following
52		Relevant Clearing Systems:	The Securities CREST: uncertificated are registered securities and accordingly there is no Relevant Clearing System in relation to them.
53		If syndicated, names and addresses of Managers and underwriting commitments:	N/A
54	(a)	Details relating to Partly Paid Securities:	N/A
	(b)	Details relating to Instalment Notes:	N/A
55		Relevant securities codes:	ISIN: GB00B78MXG34
56		Modifications to the Master Subscription	N/A

Agreement and/or Agency Agreement:

Additional Conditions and/or The definition of "Warrant Termination Date" in 57 modification to the Conditions of the the Warrant Linked Securities Annex shall be Securities: replaced with the following: "Warrant Termination Date" means, in respect

$N/A$

of an Underlying Warrant, the date on which a Warrant Termination Event occurs.N/A

58 Provisions relating to redenomination:

$\,8\,$

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 as soon as practicable following the Issue Date.
(iii)	Estimate of total expenses related to admission to trading:	N/A
Ratings
Ratings:		The Securities have not been individually rated.
Notification
N/A

$\overline{4}$ Interests of Natural and Legal Persons involved in the 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.

Reasons for the Offer, Estimated Net Proceeds and Total Expenses 5

Reasons for the offer: $(i)$ General funding
$(ii)$ Estimated net proceeds: $N/A$
$N/A$ $(iii)$ Estimated total expenses:
Fixed Rate Securities Only Yield $6\overline{6}$
Indication of yield: $N/A$
$\overline{7}$ Floating Rate Securities Only - Historic Interest Rates

$N/A$

$\overline{2}$

Performance of the Underlying Warrant, Explanation of Effect on Value of Investment and 8 Associated Risks and Other Information Concerning the Underlying Warrant

Applicable

The Securities relate to the Underlying Warrant. The Underlying Warrant is 1 warrant linked to the FTSE 100 Index and the S&P 500 Index issued by Barclays Bank PLC (ISIN: GB00B4NL8585; Series number: NX00060667).

The price of the Underlying Warrant will be published on each Business Day on www.barxis.com.

The performance of the Underlying Warrant depends on the performance of the reference assets to which Underlying Warrant is linked (the "Underlying Warrant Reference Assets"). The Underlying Warrant Reference Assets are the FTSE 100 Index and the S&P 500 Index. Information on the Underlying Warrant Reference Assets (including past and future performance and volatility) is published on Reuters pages ".FTSE" and ".SPX". Investors should review the terms and conditions of the Underlying Warrant and consult with their own professional advisers if they consider it necessary. The final terms relating to the Underlying Warrant (the "Final Terms in respect of the Underlying Warrant") are attached hereto as Annex 1.

The Issuer does not intend to provide post-issuance information.

9 Operational Information

Any clearing system(s) other than Euroclear	CREST
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 Agents $(s)$ (if any):	N/A
Intended to be held in a manner which would allow Eurosystem eligibility:	N/A

10 Offer Information

$N/A$

ANNEX 1 Final Terms in respect of the Underlying Warrant

Final Terms

BARCLAYS

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

1 Index Linked Warrant due November 2017 (the "Warrant")

Series NX00060667

under the Global Structured Securities Programme

Issue Price: GBP 250,000 per Security

This document constitutes the final terms of the Warrant (the "Final Terms") described herein for the purposes of Article 5.4 of Directive 2003/71/EC (the "Prospectus Directive") 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 5 August 2011, as supplemented and amended from time to time, which constitutes a base prospectus (the "Base Prospectus") for the purpose of the Prospectus Directive. 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.

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 16 November 2011

Index disclaimers:

FTSE 100 Index

The Security is 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 the 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 Index and/or the figure at which such index stands at any particular time on any particular day or otherwise. The FTSE 100 Index is compiled and calculated by FTSE. However, neither FTSE nor the Exchange nor FT shall be liable (whether in negligence or otherwise) to any person for any error in the FTSE 100 Index and neither FTSE or the 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 500 Index

The Security is not sponsored, endorsed, sold or promoted by Standard & Poor's Financial Services LLC ("S&P") or its third party licensors. Neither S&P nor its third party licensors make any 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 500 Index to track general stock market performance. S&P's and its third party licensor's only relationship to the Issuer is the licensing of certain trademarks and trade names of S&P and the third party licensors and of the S&P 500 Index which is determined, composed and calculated by S&P or its third party licensors without regard to the Issuer or the Security. S&P and its third party licensors have no obligation to take the needs of the Issuer or the owners of the Security into consideration in determining, composing or calculating the S&P 500 Index. Neither S&P nor its third party licensors is responsible for and has not participated in the determination of the prices and amount of the Security or the timing of the issuance or sale of the Securities or in the determination or calculation of the equation by which the Security is to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Security.

NEITHER S&P, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY

ERRORS, OMISSIONS OR DELAYS THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE MARKS, THE S&P 500 INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.

The S&P 500 Index is a trademark of Standard & Poor's Financial Services LLC, and have been licensed for use by the Issuer.

Part A

Terms and Conditions of the Securities

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
Italian Securities 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 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.

Provisions relating to the Securities

1	(i)	Series:	NX00060667
	(ii)	Tranche:	1
2	Currency:		Pound Sterling ("GBP")
3		Number of Warrants or Exercisable Certificates being issued:	1
4	(i)	Minimum Tradable Amount:	1 Security
	(ii)	Calculation Amount per Security as at the Issue Date:	GBP 250,000
5	Form:
	(i)	Global/Definitive/Uncertificated and dematerialised:	Global Registered Securities: Regulation S 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:	9 November 2011
7	Issue Date:		16 November 2011
8	Issue Price:		GBP 250,000 per Security
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:	Fallback 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	(vi)	Exercise Style:	European Style
	(vii)	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:	GBP ₀
28		Exercise Date(s):	Expiration Date
29		Exercise Parameters:	N/A
30		Potential Exercise Business Dates:	N/A
31		Exercise Business Day:	N/A
32		Exercise Period:	N/A
33		Expiration Date:	Final Valuation Date
			Where:
			"Final Valuation Date" means 9 November 2017.
		34 Automatic Exercise:	Applicable
35		Minimum Number Exercise Requirement:	The Minimum Number is 1 Security
36		Maximum Daily Number:	N/A
37		Nominal Call Event:	N/A
		Provisions relating to Redemption
38		Settlement Method:	Cash Settlement
39		Settlement Currency:	GBP
40		Settlement Number:	in Condition 24 of the Base As defined Conditions
41		Terms relating to Cash Settled Securities:
	(i)	Exercise Cash Settlement Amount:	(a) If the Final Valuation Price for the Worst Performing Basket Constituent is equal to or greater than the Final Autocall Price for that Basket Constituent, the Exercise Cash Settlement

Calculation Amount x 180.10%

Amount will be an amount determined by the

Determination Agent as follows:

(b) If the Final Valuation Price for the Worst Performing Basket Constituent is lower than the Final Autocall Price for that Basket Constituent. and equal to or greater than the Barrier Price for that Basket Constituent, the Exercise Cash Settlement Amount will be an amount determined by the Determination Agent as follows:

Calculation Amount x 100%

(c) Otherwise, if the Final Valuation Price for the Worst Performing Basket Constituent is lower than the Barrier Price for that Basket Constituent, the Exercise Cash Settlement Amount will be an amount determinded by the Determination Agent as follows:

Calculation Amount x (Final Valuation Price of the Worst Performing Basket Constituent / Strike Price of the Worst Performing Basket Constituent)

Where:

"Final Autocall Price" means, in respect of a Basket Constituent, 75 per cent. of the Initial Price of that Basket Constituent.

"Barrier Price" means, in respect of a Basket Constituent, 50 per cent. of the Initial Price of that Basket Constituent.

"Final Valuation Price" or " $V_{(i)Final}$ " means, in respect of a Basket Constituent, the Valuation Price of that Basket Constituent on the Final Valuation Date.

"Initial Price" or " $V_{(i)Initial}$ " means, in respect of a Basket Constituent, the Valuation Price of that Basket Constituent on the Initial Valuation Date.

"Initial Valuation Date" means 9 November 2011.

"Strike Price" means, in respect of a Basket Constituent. 100 per cent. of the Initial Price of that Basket Constituent.

"Valuation Price" means, in respect of a Basket Constituent, the price of that Basket Constituent at the Valuation Time on any relevant Scheduled Trading Day, as determined by the Determination Agent.

"Worst Performing Basket Constituent" means,

the Basket Constituent with the worst performance calculated as follows:

$$
\frac{V_{(i)Final}}{V_{(i)Initial}}
$$

provided that where more than one Basket Constituent have the same performance, the Determination Agent shall in its sole discretion select which of the Basket Constituents with the same lowest performance shall be the Worst Performing Basket Constituent.

The later of:

(a) 9 November 2017; and

(b) 5 Business Days immediately following the Final Valuation Date.

As defined in Condition 24 of the Base Conditions

Applicable

The occurrence of any one of the following events shall constitute a Specified Early Cancellation Event:

(i) Issuer Early Cancellation Right: Delivery of a notice (the "Issuer Early Cancellation Notice") by the Issuer to Securityholders on the Issue Date notifying the Securityholders of the early cancellation of the Securities. Upon delivery of the Issuer Early Cancellation Notice, a Specified Early Cancellation Event shall be deemed to have occurred in respect of all Securities and the Issuer will redeem all of the Securities (in whole only) at the Specified Early Cash Settlement Amount on the Specified Early Cash Cancellation Date.

(ii) Securityholder Early Cancellation Right: Delivery of a notice (the "Securityholder Early Cancellation Notice") by any Securityholder to the Issuer on the Issue Date requesting early cancellation by the Issuer of each relevant Security specified in the Securityholder Early Cancellation Notice. Upon delivery of the

Exercise Cash Settlement Date: $(ii)$

$(iii)$ Early Cash Settlement Amount:

$(iv)$ Early Cancellation Date:

42 Specified Early Cancellation Event:

Securityholder Early Cancellation Notice, a Specified Early Cancellation Event shall be deemed to have occurred in respect of each relevant Security to which the Securityholder Early Cancellation Notice relates only and the Issuer will redeem such Securities in whole at the Specified Early Cash Settlement Amount on the Specified Early Cash Cancellation Date.

(iii) Autocall: If the Valuation Price of each Basket Constituent on any Autocall Valuation Date is equal to or greater than its respective Autocall Price, a Specified Early Cancellation Event shall be deemed to have occurred in respect of all Securities. The Issuer shall notify Securityholders upon the occurrence of such event and shall redeem all of the Securities (in whole only) at the Specified Early Cash Settlement Amount on the Specified Early Cash Cancellation Date.

Where:

"Autocall Price" means, in respect of a Basket Constituent, the relevant Autocall Barrier multiplied by the Initial Price of that Basket Constituent.

"Autocall Barrier" means each percentage as set out in Schedule 2.

"Autocall Valuation Date" means each date as set out in Schedule 2 under the heading "Autocall Valuation Date"

Settlement Amount will be GBP 250,000 per

Automatic Early Cancellation: Applicable, except that where the Specified Early $(i)$ Cancellation Event is as a result of the delivery of a Securityholder Early Cancellation Notice, a Specified Early Cancellation Event shall be deemed to have occurred in respect of each relevant Security to which the Securityholder Early Cancellation Notice relates only. $(ii)$ Cash Settled Securities:
Specified Early Cash Settlement In respect of a Specified Early Cancellation Event $(a)$ Amount: occurring as a result of the delivery of an Issuer Early Cancellation Notice or Securityholder Early Cancellation Notice, the Specified Early Cash

			Security.
			In respect of a Specified Early Cancellation Event occurring on an Autocall Valuation Date, and in respect of each Security, the Specified Early Cash Settlement Amount will be an amount calculated as the applicable Settlement Amount multiplied by the Calculation Amount.
			Where:
			"Settlement Amount" means each amount as set out in Schedule 2 under the heading "Settlement Amount".
	(b)	Specified Early Cash Cancellation Date(s):	In respect of a Specified Early Cancellation Event occurring as a result of the delivery of an Issuer Early Cancellation Notice or a Securityholder Early Cancellation Notice, in each case on the Issue Date, the fifth Business Day immediately following the Issue Date.
			In respect of a Specified Early Cancellation Event occurring on any Autocall Valuation Date, the fifth Business Day immediately following the relevant Autocall Valuation Date.
	(iii)	Physically Delivered Securities:	N/A
	(iv)	Specified Early Cancellation Notice Period:	N/A
43		Call Option:	N/A
44		Early Exercise Trigger Event:	N/A
45	Securities:	Terms relating to Physically Delivered	N/A
46	Multiplier:		N/A
47	Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable Relevant Annex:
	(i)	Affected Jurisdiction Hedging Disruption:	N/A
	(ii)	Affected Jurisdiction Increased Cost of Hedging:	N/A
	(iii)	Affected Jurisdiction:	N/A
	(iv)	Other Additional Disruption Events:	Linked Instrument Early Redemption Where:

			A "Linked Instrument Early Redemption" shall occur where any financial instrument issued by the Issuer which references the Security as its underlying reference asset (such instrument, a "Linked Instrument") is subject to early redemption as a result of the occurrence of an additional disruption event (as such term is defined in the Linked Instrument's terms and conditions).
	(v)	The following shall not constitute Additional Disruption Events:	N/A
48.		Share Linked Securities:	N/A
49		Index Linked Securities (Equity notices only):	Applicable
	(i)	Index/Indices (each a "Reference Asset"):	A basket of indices (each a "Basket Constituent" and collectively, the "Basket") as specified in Schedule 1.
	(ii)	Future Price Valuation:	N/A
	(iii)	Exchange-traded Contract:	N/A
	(iv)	Exchange:	In respect of each Basket Constituent, as specified in Schedule 1
	(v)	Related Exchange:	In respect of each Basket Constituent, as specified in Schedule 1
	(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:	Valuation Price
	(ix)	Valuation Dates:	The Initial Valuation Date, the Final Valuation Date and each Autocall Valuation Date
	(x)	Valuation Time:	As defined in the Equity Linked Annex
	(xi)	Averaging:	N/A
	(xii)	Additional Disruption Event in respect of Index Linked Securities:	N/A
	(xiii)	FX Disruption Event:	N/A
	(xiv)	Other adjustments:	N/A
50		Inflation Linked Securities:	N/A
51	FX Linked Securities:		N/A

52	Credit Linked Securities:	N/A
53	Commodity Linked Securities:	N/A
54	Debt Components:	N/A
55	Interest Rate Components:	N/A
56	(a) Barclays Capital Commodity Index Linked Securities (Section 2 of the Barclays Capital Index Annex):	N/A
	(b) Barclays Capital Equity Index Linked Securities (Section 3 of the Barclays Capital Index Annex):	N/A
	(c) Barclays Capital FX Index Linked Securities (Section 4 of the Barclays Capital Index Annex):	N/A
	(d) Barclays Capital Interest Rate Index Linked Securities (Section 5 of the Barclays Capital Index Annex):	N/A
	(e) Barclays Capital Emerging Market Index Linked Securities (Section 6 of the Barclays Capital Index Annex):	N/A
57	Fund Linked Securities:	N/A
	Additional provisions relating to Settlement
58	Settlement in respect of APK Registered Securities, Swedish Registered Securities or other Securities:	N/A
59	Additional provisions relating to payment of Exercise Price:	N/A
60	Additional provisions relating to Taxes and Settlement Expenses:	N/A
	Definitions
61	Definition of In-The-Money:		Conditions	As defined in Condition 24 of the Base
62	Business Days:		As defined Conditions	in Condition 24 of the Base
	Additional Business Centre(s):	N/A
	Selling restrictions and provisions relating to certification
63	Non-US Selling Restrictions:			As described in the Base Prospectus
64	Applicable TEFRA exemption:	N/A
65	Other:	N/A

General

66	Business Day Convention:	Following
67	Relevant Clearing Systems:	Euroclear
		Clearstream
68	If syndicated, names of Managers:	N/A
69	Relevant securities codes:	ISIN: GB00B4NL8585
		Common Code: 69108750
70	Modifications to the Master Subscription Agreement and/or Master Agency Agreement (as amended from time to time):	N/A
71	Additional Conditions and/or modification to the Conditions of the Securities:	N/A

Part R Other Information

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:	N/A
RATINGS
Ratings:		The Securities have not been individually rated.
NOTIFICATION
N/A

$\overline{4}$ INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

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

$5⁷$ 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: $N/A$

$\overline{7}$ FLOATING RATE SECURITIES ONLY - HISTORIC INTEREST RATES

$N/A$

$\mathbf{1}$

$\overline{2}$

$\overline{3}$

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

The performance of the Warrant depends on the performance of the FTSE 100 Index as calculated and sponsored by FTSE International Limited and the S&P 500 Index as calculated and sponsored by Standard & Poor's Financial Services LLC. Information on the FTSE 100 Index (including past and

future performance and volatility) is published on Reuters page: .FTSE. Information on the S&P 500 Index (including past and future performance and volatility) is published on Reuters page: .SPX. Investors should note that historical performance should not be taken as an indication of future performance.

The Issuer does not intend to provide post-issuance information.

PERFORMANCE OF RATES OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF $\mathbf{9}$ 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
$A^{qents}(s)$ (if any):
Intended to be held in a manner which would	No.
allow Eurosystem eligibility:

11 OFFER INFORMATION

$N/A$

Schedule 1

The Basket

$\mathbf{i}$	Basket Costituent	Type	Reuters Code	Index Sponsor	Exchange	Related Exchange	Currency
1	FTSE 100	Index	FTSE	FTSE Internation al Ltd.	London Stock Exchange	All Exchanges	GBP
$\overline{2}$	S&P 500	Index	.SPX	Standard & Poors	Multi- exchange	All Exchanges	USD

Where:

"Multi-exchange" means, in respect of each component security of the Basket Costituent (each, a "Component Security"), the stock exchange on which such Component Security is principally traded, as determined by the Determination Agent.

Schedule 2

j.	Autocall Valuation Date	Settlement Amount	Autcall Barrier
1	9 November 2012	113.35%	100%
$\overline{2}$	11 November 2013	126.70%	95%
3	10 November 2014	140.05%	90%
4	9 November 2015	153.40%	85%
5	9 November 2016	166.75%	80%

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Barclays PLC — Capital/Financing Update 2011

5250_rns_2011-11-16_d2377db6-8055-4c61-ba9f-7be3779ad6b7.pdf

BARCLAYS BANK PLC

BARCLAYS CAPITAL (CAYMAN) LIMITED

GLOBAL STRUCTURED SECURITIES PROGRAMME

BARCLAYS BANK PLC

Barclays Capital

Part A

Terms and Conditions of the Securities

Provisions relating to the Securities

Part B

Other Information

$\mathbf{1}$ Listing and Admission to Trading

$\overline{4}$ Interests of Natural and Legal Persons involved in the Offer

Reasons for the Offer, Estimated Net Proceeds and Total Expenses 5

9 Operational Information

10 Offer Information

Final Terms

BARCLAYS

BARCLAYS BANK PLC

BARCLAYS CAPITAL (CAYMAN) LIMITED

GLOBAL STRUCTURED SECURITIES PROGRAMME

BARCLAYS BANK PLC

Barclays Capital

Index disclaimers:

FTSE 100 Index

S&P 500 Index

Part A

Terms and Conditions of the Securities

Provisions relating to the Securities

Calculation Amount x 100%

Where:

Applicable

General

Part R Other Information

$\overline{4}$ INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

$57$ REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

6 FIXED RATE SECURITIES ONLY - YIELD

$\overline{7}$ FLOATING RATE SECURITIES ONLY - HISTORIC INTEREST RATES

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

PERFORMANCE OF RATES OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF $\mathbf{9}$ INVESTMENT

10 OPERATIONAL INFORMATION

11 OFFER INFORMATION

Schedule 1

The Basket

Schedule 2

Autocall Valuation Date / Settlement Amount / Autocall Barrier

More from Barclays PLC

Barclays PLC Capital/Financing Update 2011

$5⁷$ REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES