Barclays PLC — Capital/Financing Update 2012

Apr 10, 2012

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 3,000,000 Warrant Linked Notes due April 2018 (the "Notes")

Series NX00071410

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.

Final Terms dated 10 April 2012

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:	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"). 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 SUPPLEMENTAL PROSPECTUSES AND THE BASE PROSPECTUS, SEE "PURCHASE AND SALE" IN THE BASE PROSPECTUS.

Provisions relating to the Securities

$\mathbf{1}$	Series:		NX00071410
2	Currency:		Pound Sterling ("GBP")
3	Notes:		Applicable
	(i)	Aggregate Nominal Amount as at the Issue Date:	GBP 3,000,000
	(ii)	Specified Denomination:	GBP 1.00
	(iii)	Minimum Tradable Amount:	N/A
	(iv)	Calculation Amount as at the Issue Date:		Specified Denomination
				For the purposes hereof, all references in the Conditions to "Calculation Amount per Security" shall be construed as references to "Calculation Amount" as defined in these Final Terms.
4	Certificates:		N/A
5	Form:
	(i)	Global/Definitive/Uncertificated and dematerialised:		Global Bearer Securities: Permanent Global Security
	(ii)	NGN Form:	N/A
	(iii)	Held under the NSS:	N/A
	(iv)	CGN Form:		Applicable
	(v)	CDIs:	N/A
6	Trade Date:			21 February 2012
7	Issue Date:			10 April 2012
8		Redemption Date:		The later of:
			(i)	10 April 2018; and
			(ii)	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:		Conditions				As defined in Condition 24 of the Base
28	Securities:	Terms relating to Cash Settled
	(i)	Final Cash Settlement Amount:	Annex					As defined in the Warrant Linked Securities
	(ii)	Early Cash Settlement Amount:	Annex					As defined in the Warrant Linked Securities
	(iii)	Early Cash Redemption Date:	N/A
	(iv)	Early Cash Settlement Date:	Annex					As defined in the Warrant Linked Securities
	(v)	Early Cash Settlement Valuation Date:	Annex					As defined in the Warrant Linked Securities
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		N/A

Requirements:

35	Relevant Annex:	Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable	N/A
36		Warrant Linked Securities	Applicable
	(i)	Underlying Warrant:	Warrant linked to the FTSE 100 Index and S&P 500 Index issued by Barclays Bank PLC (ISIN: GB00B7CY1P05; Series number: NX00071411)
	(ii)	Initial Valuation Date:	The Issue Date for the first tranche of the Notes
	(iii)	Valuation Date:	3 April 2018
	(iv)	Valuation Time:	As defined in the Warrant Linked Securities Annex
	Items 37-44		N/A
		Provisions relating to Settlement
45	Securities:	Settlement in respect of VP Notes, APK Registered Securities, Dutch Securities, Swedish Registered Securities, VPS Registered Securities or Spanish	N/A
46		Additional provisions relating to Taxes and Settlement Expenses:	N/A
	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:	Following
52		Relevant Clearing Systems:	Euroclear
			Clearstream
53	commitments:	If syndicated, names and addresses of Managers and underwriting	N/A
54	(a)	Details relating to Partly Paid	N/A

Securities:

(b) Details relating to Instalment Notes:

55 Relevant securities codes:

• 56 Modifications to the Master Subscription Agreement and/or Agency Agreement:
• 57 Additional Conditions and/or modification to the Conditions of the Securities:

$N/A$

ISIN: XS0549997129 Common Code: 054999712

$N/A$

The definition of "Warrant Termination Date" in the Warrant Linked Securities Annex shall be replaced with the following:

"Warrant Termination Date" means, in respect of an Underlying Warrant, the date on which a Warrant Termination Event occurs.

For the avoidance of doubt in relation to a delay or postponement of payments and settlement:

If the determination of a price or level used to calculate any amount payable or deliverable on any payment or settlement date is delayed or postponed pursuant to the terms and conditions of the Securities, payment or settlement will occur on the later of either (i) the scheduled payment or settlement date or (ii) the second Business Day following the date on which such price or level is determined. No additional amounts shall be payable or deliverable by the Issuer because of such postponement.

For the purposes hereof, Base Condition 9.7 shall be modified as follows:

If the date on which any amount is specified as being or is otherwise determined to be, payable in respect of any Security or Coupon is not (i) a Business Day and (ii) in the case of Definitive Securities only, a day other than a Saturday or Sunday on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign Currency deposits) in the relevant place of presentation, then payment will not be made until the next succeeding day which is (i) a Business Day and (ii) in the case of Definitive Securities only, also a day other than a Saturday or Sunday on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign Currency deposits) in the relevant place of presentation, and the holder thereof shall not be entitled to any further payment in respect of such delay.

58 Provisions relating to redenomination: Applicable

$\,8\,$

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.

$\overline{3}$ Notification

$N/A$

$\overline{2}$

$\overline{\mathbf{4}}$ 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.

$5¹$ Reasons for the Offer, Estimated Net Proceeds and Total Expenses

(i)	Reasons for the offer:	General funding
(ii)	Estimated net proceeds:	N/A
(iii)	Estimated total expenses:	N/A

6 Fixed Rate Securities Only - Yield

Indication of yield: $N/A$

$\overline{7}$ Floating Rate Securities Only - Historic Interest Rates

$N/A$

8 Performance of the Underlying Warrant, Explanation of Effect on Value of Investment and 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 S&P 500 Index issued by Barclays Bank PLC (ISIN: GB00B7CY1P05; Series number: NX00071411).

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 FTSE 100 Index and S&P 500 Index. Information on the Underlying Warrant Reference Assets (including past and future performance and volatility) is published on Reuters page ".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.

Operational Information 9

Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme (together with their addresses) and the relevant identification number(s):	N/A
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

Offer Price:	Issue Price
	The Issue Price includes a total commission and concession which may be payable to the Distributor (as defined below), further details of which are available upon request.
Conditions to which the offer is subject:	The Issuer reserves the right to withdraw the offer for Securities at any time on or prior to the end of the Offer Period (as defined below).
	Following withdrawal of the offer, if any application has been made by any potential investor, each such potential investor shall not be entitled to subscribe or otherwise acquire the Securities and any applications will be automatically cancelled and any purchase money will be refunded to the applicant by the Distributor in accordance with the Distributor's usual procedures.
Description of the application process:	An offer of the Securities may be made by the Manager or the Distributor other than pursuant to

Article 3(2) of the Prospectus Directive in the United Kingdom (the "Public Offer Jurisdiction") during the period from and including 28 February 2012 to and including 30 March 2012 (the "Offer Period"). Applications for the Securities can be made in the Public Offer Iurisdiction through the Distributor during the Offer Period. The Securities will be placed into the Public Offer Jurisdiction by the Distributor. Distribution will be in accordance with the Distributor's usual procedures, notified to investors by the Distributor. Details of the minimum and/or maximum The minimum and maximum amount of application amount of application: from the Distributor will be notified to investors by the Distributor. Description of possibility reduce Subscription orders may be reduced in case of to oversubscription, excess amount of funds paid being subscriptions and manner for refunding reduced without delay with no entitlement for excess amount paid by applicants: compensation. Details of method and time limits for paving Investors will be notified by the Distributor of their up and delivering the Securities: allocations of Securities and the settlement arrangements in respect thereof. Manner in and date on which results of the Not Applicable offer are to be made public: Procedure for exercise of any right of pre-Not Applicable emption, negotiability of subscription rights and treatment of subscription rights not Categories of prospective investors to which Offers may be made by the Manager or the

the Securities are offered and whether tranche(s) have been reserved for certain countries:

exercised·

Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made:

Amount of any expenses and taxes specifically charged to the subscriber or purchaser:

Distributor in the Public Offer Jurisdiction to any person. Offers (if any) in other EEA countries will only be made by the Manager or the Distributor pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus.

Each investor will be notified by the Distributor of its allocation of Securities at the time of such investor's application.

No dealings in the Securities may take place prior to the Issue Date.

Not Applicable

Name(s) and address(es), to the extent InCapital Europe Limited, Marquis House, 67-68

known to the Issuer, of the placers in the Jermyn Street, Mayfair, London, SW1Y 6NY various countries where the offer takes place:

(the "Distributor")

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 April 2018 (the "Warrant")

Series NX00071411

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.

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 10 April 2012

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.

Index disclaimer:

FTSE 100 Index

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 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 Securities are 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 makes 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 (the "Index") to track general stock market performance. S&P's and its third party licensor's only relationship to Barclays Bank PLC is the licensing of certain trademarks and trade names of S&P and the third party licensors and of the Index which is determined, composed and calculated by S&P or its third party licensors without regard to Barclays Bank PLC or the Securities. S&P and its third party licensors have no obligation to take the needs of Barclays Bank PLC or the owners of the Securities into consideration in determining, composing or calculating the 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 Securities or the timing of the issuance or sale of the Securities or in the determination or calculation of the equation by which the Securities are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Securities.

NEITHER S&P, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY. TIMELINESS OR COMPLETENESS OF THE 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 SUBIECT 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 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.

Standard & Poor's® and S&P® are trademarks of Standard & Poor's Financial Services LLC, and have been licensed for use by Barclays Bank PLC.

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
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, THE SUPPLEMENTAL PROSPECTUSES 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 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:	NX00071411
	(ii)	Tranche:	1
2	Currency:		Pound Sterling ("GBP")
3		Number of Warrants or Exercisable Certificates being issued:	1
4	(i)	Minimum Tradable Amount:	N/A
	(ii)	Calculation Amount as at the Issue Date:	GBP 250,000
			For the purposes hereof, all references in the Conditions to "Calculation Amount per Security" shall be construed as references to "Calculation Amount" as defined in these Final Terms.
5	Form:
	(i)	Global/Definitive/Uncertificated and	Global Registered Securities:
		dematerialised:	Regulation S Global Security
	(ii)	NGN Form:	N/A
	(iii)	Held under the NSS:	N/A
	(iv)	CGN Form:	Applicable
	(v)	CDIs:	N/A
6		Trade Date:	21 February 2012
7		Issue Date:	10 April 2012
8		Issue Price:	GBP 250,000 per Security
9		Relevant Stock Exchange:	London Stock Exchange
10		The following Relevant Annex(es) shall apply Equity Linked Annex 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	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 Exercise
24	Exercise Style: (i)	European Style
	Multiple Exercise Securities: (ii)	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:	The Final Valuation Date
	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:	As defined in Condition 24 of the Base Conditions
41	Terms relating to Cash Settled Securities:
	Exercise Cash Settlement Amount: (i)	(a) If the Final Price of the Worst Performing

Basket Constituent is greater than or equal to the Final Autocall Price for that Basket Constituent,

the Exercise Cash Settlement Amount will be an amount determined by the Determination Agent as follows:

154.00% x Calculation Amount.

(b) If the Final Price of the Worst Performing Basket Constituent is less than the Final Autocall Price for that Basket Constituent and a Trigger Event has not occured, the Exercise Cash Settlement Amount for that Basket Constituent will be an amount determined by the Determination Agent as follows:

100% x Calculation Amount.

(c) If the Final Price of the Worst Performing Basket Constituent is less than the Final Autocall Price and a Trigger Event has occurred, the Exercise Cash Settlement Amount for that Basket Constituent will be the lower of either:

100% x Calculation Amount; or $(i)$

(ii) an amount determined by the Determination Agent as follows:

Calculation Amount x Final Price of the Worst Performing Basket Constituent / Strike Price of the Worst Performing Basket Constituent.

Where:

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

"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 30 March 2012.

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

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

"Final Valuation Date" means 3 April 2018.

"Relevant Period" means the period from (but

excluding) the Initial Valuation Date to (and including) the Final Valuation Date.

"Strike Price" means in respect of a Basket Constituent, 100% of the Initial Price of that Basket Constituent

A "Trigger Event" shall be deemed to have occurred if the Valuation Price of any Basket Constituent. as determined by the Determination Agent, on any Scheduled Trading Day during the Relevant Period is less than the Barrier Price of such 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 lowest performance calculated as follows:

$(i)$ Final
$(i)$ Initial

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

The later of:

• 10 April 2018: and $(a)$
• $(b)$ 5 Business Days immediately following the Expiration Date.

As defined in Condition 24 of the Base Conditions

Associated Costs: Applicable

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:

(ii)			Exercise Cash Settlement Date:
------	--	--	--------------------------------	--

Early Cash Settlement Amount: $(iii)$

$(iv)$ Early Cancellation Date:

42 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 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_(i) is greater than or equal to the 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 Valuation Date_(i)" means each date as set out in Schedule 2 under the heading Autocall Valuation Date_(i)

"Autocall Price_(i)" means, in respect of an Autocall Valuation Date_(i) and a Basket

Constituent, the relevant Autocall Barrier_(i) (as specified in the table below) multiplied by the Initial Price of that Basket Constituent.

• (i) Automatic Early Cancellation: Applicable, except that where the Specified Early 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 Settlement Amount shall be GBP 250,000 per Security. In respect of a Specified Early Cancellation Event occurring on Autocall Valuation Date_(i) and in respect of each Security, the Specified Early Cash Settlement Amount shall be calculated as the applicable Settlement Amount_(i) x Calculation Amount, where Settlement Amount_(i) means each amount as set out in Schedule 2 under the heading Settlement Amount_(i). $(b)$ Specified Early Cash Cancellation In respect of a Specified Early Cancellation Event $Date(s):$ 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 Autocall Valuation Date_(i), the fifth Business Day immediately following the relevant Autocall Valuation Date(i). Physically Delivered Securities: $N/A$ $(iii)$
• $(iv)$ Specified Early Cancellation Notice $N/A$ Period:
• 43 Call Option: $N/A$ 44 Early Exercise Trigger Event: $N/A$
• 23

45	Terms relating to Physically Delivered Securities:				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 Disruption:	Jurisdiction	Hedging	N/A
	(ii)	Hedging:	Affected Jurisdiction Increased Cost of		N/A
	Affected Jurisdiction: (iii)			N/A
	Other Additional Disruption Events: (iv)			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): Index/Indices (each a (i) Asset"):			Applicable
				"Reference A basket of indices (each a "Basket Constituent" and collectively the "Basket") as specified in Schedule 1. A Basket Constituent specified as "Index" represents notional being an a investment in such Index with a notional investment size of GBP 1.00 per index point.
	(ii)		Future Price Valuation:		N/A
	(iii)		Exchange-traded Contract:		N/A
	(iv)	Exchange:			As set out in Schedule 1
	(v)	Related Exchange:			As set out in Schedule 1
	(vi)	Exchange Rate:			N/A
	(vii)		Weighting for each Reference Asset		N/A

$24\,$

		comprising the Basket of Reference Assets:
	Index Level of each Reference Asset: (viii)		Valuation Price
	(ix)	Valuation Dates:	Initial Valuation The Date, each Autocall Valuation Date (i) and the Final 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 Commodity Index Linked Securities (Section 2 of the Barclays Index Annex):		N/A
	(b) Barclays Equity Index Linked Securities (Section 3 of the Barclays Index Annex):		N/A
	(c) Barclays FX Index Linked Securities (Section 4 of the Barclays Index Annex):		N/A
	(d) Barclays Interest Rate Index Linked Securities (Section 5 of the Barclays Index Annex):		N/A
(e) Barclays Emerging Market Index Linked Securities (Section 6 of the Barclays 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 N/A Exercise Price:

60	Additional provisions relating to Taxes and Settlement Expenses:	N/A
	Definitions
61	Definition of In-The-Money:	in Condition 24 of the Base As defined Conditions
62	Business Days:	As defined in Condition 24 of the Base Conditions
	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: GB00B7CY1P05
		Common Code: 75225172
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:

For the avoidance of doubt in relation to a delay or postponement of payments and settlement:

If the determination of a price or level used to calculate any amount payable or deliverable on any payment or settlement date is delayed or postponed pursuant to the terms and conditions of the Securities, payment or settlement will occur on the later of either (i) the scheduled payment or settlement date or (ii) the second Business Day following the date on which such price or level is determined. No additional amounts shall be payable or deliverable by the Issuer because of such postponement.

For the purposes hereof, Base Condition 9.7 shall be modified as follows:

If the date on which any amount is specified as

being or is otherwise determined to be, payable in respect of any Security or Coupon is not (i) a Business Day and (ii) in the case of Definitive Securities only, a day other than a Saturday or Sunday on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign Currency deposits) in the relevant place of presentation, then payment will not be made until the next succeeding day which is (i) a Business Day and (ii) in the case of Definitive Securities only, also a day other than a Saturday or Sunday on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign Currency deposits) in the relevant place of presentation, and the holder thereof shall not be entitled to any further payment in respect of such delay.

All references to "Barclays Capital Commodity Index" in the Base Prospectus and in the Conditions shall be construed as references to "Barclays Commodity Index".

All references to "Barclays Capital Equity Index" in the Base Prospectus and in the Conditions shall be construed as references to "Barclays Equity Index".

All references to "Barclays Capital FX Index" in the Base Prospectus and in the Conditions shall be construed as references to "Barclays FX Index".

All references to "Barclays Capital Interest Rate Index" in the Base Prospectus and in the Conditions shall be construed as references to "Barclays Interest Rate Index".

All references to "Barclays Capital Emerging Market Index" in the Base Prospectus and in the Conditions shall be construed as references to "Barclays Emerging Market Index".

All references to "Barclays Capital Index Annex" in the Base Prospectus and in the Conditions shall be construed as references to "Barclays Index Annex"

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 the Issue Date.
	(iii)	Estimate of total expenses related to admission to trading:	GBP 300
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

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: $N/A$
• $6¹$ FIXED RATE SECURITIES ONLY - YIELD
• Indication of yield: $N/A$
• $7⁷$ FLOATING RATE SECURITIES ONLY - HISTORIC INTEREST RATES

$N/A$

$\overline{2}$

$\overline{3}$

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

Applicable

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 and Poors. Financial Services LLC. Information on the FTSE 100 Index (including past and further performance and volatility) is published on Reuters page: .FTSE and information on S&P 500 Index (including past and further 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 $\overline{9}$ INVESTMENT

$N/A$

10 OPERATIONAL INFORMATION

Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking société anonyme (together with their addresses) and the relevant identification number(s):	N/A
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:	No

11 OFFER INFORMATION

The Issue Price includes a commission element which may be shared with a third party, which will be not exceed 6 per cent. of the Issue Price. Further details of the commission element are available upon request.

Schedule 1

The Basket

I	Name	Type	Reuters Code (for identification purposes only)	Index Sponsor	Exchange	Related Exchange	Reference Asset Currency
	FTSE 100 INDEX	Index	.FTSE	FTSE International Limited	London Stock Exchange	All Exchanges	GBP
2	S&P 500 INDEX	Index	.SPX	Standard and Poors	Multi- exchange	All Exchanges	USD

Schedule 2

Autocall Valuation Date / Settlement Amount

	Autocall Valuation Date(i)	Autocall Barrier (i)	Settlement Amount (i)
	31 March 2014	95.00%	118.00%
	30 March 2015	90.00%	127.00%
3	30 March 2016	85.00%	136.00%
4	30 March 2017	80.00%	145.00%