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Barclays PLC Capital/Financing Update 2012

Apr 20, 2012

5250_rns_2012-04-20_a4b63d05-5fd2-4887-b080-d14bc5806ce8.pdf

Capital/Financing Update

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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

1 Index Linked Warrant due April 2018

under the Global Structured Securities Programme

Issue Price: GBP 250,000.00 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 20 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
Registrar: The Bank of New York Mellon (Luxembourg) S.A.
CREST Agent: N/A
Italian Securities Agent: N/A
Paying Agent: 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.

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

(i)1 Series: NX00074723
(ii) Tranche: 1
2 Currency: Pound Sterling ("GBP")
3 Number of Warrants or Exercisable Certificates
being issued:
1
(i)4 Minimum Tradable Amount: 1 Security (and 1 Security thereafter)
(ii) Calculation Amount as at the Issue Date: GBP 250,000.00
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: N/A
(v) CDIs: N/A
6 Trade Date: 13 April 2012
7 Issue Date: 20 April 2012
8 Issue Price: GBP 250,000.00 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
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
(i)24 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: 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
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:

20 Interest Calculation Periods: N/A

  • (i) Exercise Cash Settlement Amount:
  • if the Final Valuation Price of the Worst Performing Reference Asset (a) is greater than or equal to the Autocall Price for that Reference Asset, the Exercise Cash Settlement Amount will be an amount determined by the Determination

Agent as follows:

175.42% x Calculation Amount

if the Final Valuation Price of the Worst Performing Reference Asset (b) is less than the Autocall Price for that Reference Asset and greater than or equal to the Barrier Price for that Reference Asset, the Exercise Cash Settlement Amount will be an amount determined by the Determination Agent as follows:

100% x Calculation Amount

if the Final Valuation Price of the Worst Performing Reference Asset (c) is less than the Barrier Price for that Reference Asset, the Exercise Cash Settlement Amount will be an amount determined by the Determination Agent as follows:

Calculation Amount x (Final Valuation Price of the Worst Performing Reference Asset / Strike Price for the Worst Performing Reference Asset)

Where:

"Autocall Price" means, in respect of a Reference Asset, 100.00% of the Initial Price of that Reference Asset, as specified in the Appendix.

"Barrier Price" means, in respect of a Reference Asset, 60% of the Initial Price of that Reference Asset, as specified in the Appendix.

"Initial Price" or "V(i)Initial" means, in respect of a Reference Asset, the Valuation Price of that Reference Asset on the Initial Valuation Date, as specified in the Appendix.

"Initial Valuation Date" means, 13 April 2012

"Final Valuation Date" means, 13 April 2018

"Final Valuation Price" or "V(i)Final" means, in respect of a Reference Asset, the

Valuation Price of that Reference Asset on the Final Valuation Date.

"Strike Price" means, in respect of a Reference Asset, 100% of the Initial Price of that Reference Asset, as specified in the Appendix.

"Valuation Price" means, in respect of the relevant Reference Asset, a Valuation Date and any Scheduled Trading Day, the price of that Reference Asset at the Valuation Time on such day, as determined by the Determination Agent.

"Worst Performing Reference Asset" means the Reference Asset with the lowest performance calculated as follows:

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

  • (a) 20 April 2018; and
  • the day which is 5 Business Days immediately following the Final Valuation Date. (b)

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:

(i) Issuer Early Cancellation Right: Delivery of a notice (the "Issuer Early Cancellation Notice") by the Issuer to Securityholders on the Issue Date

(ii) Exercise Cash Settlement Date: The later of:

(iii) Early Cash Settlement Amount:

(iv) Early Cancellation Date:

42 Specified Early Cancellation Event:

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 cancel 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 cancel 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 Reference Asset on any Autocall Valuation Date(i) is greater than or equal to 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 cancel 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 the Schedule under the heading "Autocall Valuation Date(i)".

Applicable, except that where the Specified Early Cancellation Event is as a result of the delivery of a Securityholder

(i) Automatic Early Cancellation:

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 Amount: (a)

In respect of a Specified Early Cancellation Event occurring as a result of the delivery of an Issuer Early Cancellation Notice or Securityholder Early Cancellation Notice, the Specified Early Cash Settlement Amount will be GBP 250,000.00 per Security.

In respect of a Specified Early Cancellation Event occurring on an Autocall Valuation Date(i), and in respect of each Security, the Specified Early Cash Settlement Amount will be an amount calculated as the applicable Settlement Amount(i) multiplied by the Calculation Amount.

Where:

"Settlement Amount(i)" means each amount as set out in the Schedule under the heading "Settlement Amount(i)".

  • In respect of a Specified Early Cancellation Event occurring as a result Specified Early Cash Cancellation Date(s): (b) 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 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 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 N/A
Disruption Events:
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 "Reference
Asset" and collectively, the "Basket") as
specified in the Appendix, provided that
each Reference Asset stated as being an
"Index" represents a notional investment in
such index with a notional investment size
of 1 Reference Asset Currency per index
point.
(ii) Future Price Valuation: N/A
(iii) Exchange-traded Contract: N/A
(iv) Exchange: In respect of each Reference Asset, as
specified in the Appendix
(v) Related Exchange: In respect of each Reference Asset, as
specified in the Appendix
(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 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
Exercise Price:
N/A
60 Additional provisions relating to Taxes and
Settlement Expenses:
N/A

Definitions

61 Definition of In-The-Money: As defined in Condition 24 of the Base
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: Modified Following
For the purposes hereof, Condition 9.7
of the Base Conditions shall be modified
so that if the due date for any payment
in
respect
of any
Security
is not
a
Payment Day, then payment will not be
made until the next succeeding Payment
Day in the relevant place unless it would
thereby fall into the next calendar month,
in which event such date shall be brought
forward to the immediately preceding
Payment Date, and the holder thereof
shall
not
be
entitled
to any
further
payment in respect of any such delay.
67 Relevant Clearing Systems: Euroclear
Clearstream
68 If syndicated, names of Managers: N/A
69 Relevant securities codes: ISIN: GB00B7NP2482
Common Code: 75108508
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:
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:
Up to GBP 4,200 (excluding VAT)
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 offer of the Securities has an interest material to the offer.

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

6 Fixed Rate Securities Only - Yield
(iii) Estimated total expenses: Up to GBP 4,200 (excluding VAT)
(ii) Estimated net proceeds: GBP 250,000
(i) Reasons for the offer: General Funding

Indication of yield: N/A

7 Floating Rate Securities Only - Historic Interest Rates

N/A

Performance of Reference Asset(s) or Other Variable, Explanation of Effect on Value of Investment and Associated Risks and Other Information Concerning the Reference Asset(s) and/or Other Underlying 8

Applicable

The performance of the Warrant depends on the performance of the FTSE 100 INDEX as calculated and sponsored by FTSE International Limited and S&P 500 INDEX as calculated and sponsored by Standard and Poors. 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 of the Reference Asset. The Issuer makes no representation whatsoever, whether expressly or impliedly, as to the future performance of the Reference Asset.

Investors should form their own views on the merits of an investment related to the Reference Asset based on their own investigation thereof.

The Issuer does not intend to provide post-issuance information

The description represents a summary only of some of the features of the investment product described in this Final Terms. It does not purport to be an exhaustive description.

The product is issued as Warrants in GBP and has a 6 year term. The product includes an autocall feature with 12.57% paid per period if the level of each Reference Asset is greater than or equal to 100% of its Initial Price. Capital is at risk if the final level of the Reference Asset is less than 60% of its Initial Price.

Performance of Rate(s) of Exchange and Explanation of Effect on Value of Investment 9

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

No commission or distribution fees have been paid to any third party

Index Disclaimer

The products 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 Index ("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.

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 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 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.

APPENDIX

i Reference Asset Type Reuters Code
(for
indentification
purposes only)
Index Sponsor Exchange Related Exchange Reference
Asset Currency
Initial Price Autocall Price
(100.0% of
Initial Price
displayed to
4.d.p.)
Barrier Price
(60% of Initial
Price displayed
to 4 d.p.)
Strike Price
(100% of Initial
Price displayed
to 4 d.p.)
1 FTSE 100 INDEX Index .FTSE FTSE International
Limited
London Stock
Exchange
All Exchanges GBP 5,651.79 5,651.7900 3,391.0740 5,651.7900
2 S&P 500 INDEX Index .SPX Standard and Poors Multi-exchange All Exchanges USD 1,370.26 1,370.2600 822.1560 1,370.2600

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

Schedule

Autocall Valuation Date / Settlement Amount

i Autocall Valuation Date(i) Settlement Amount(i)
1 15 April 2013 112.57%
2 14 April 2014 125.14%
3 13 April 2015 137.71%
4 13 April 2016 150.28%
5 13 April 2017 162.85%