Barclays PLC — Capital/Financing Update 2012

Jun 6, 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 3,100,000 Warrant Linked Notes due June 2018

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 forthe 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 6 June 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. 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 followingterms 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:	N/A
Italian Securities Agent:	N/A
CREST Agent:	N/A
Paying Agent:	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 ACTOF 1933, AS AMENDED (THE "SECURITIES ACT"). SUBJECT TOCERTAIN 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 TONON-US PERSONS IN RELIANCEON REGULATION S AND FOR LISTING OF THE SECURITIES ON THE RELEVANT STOCK EXCHANGE, IF ANY, AS STATED HEREIN. FOR A DESCRIPTIONOF THESE AND CERTAIN FURTHER RESTRICTIONSONOFFERS AND SALESOF 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	Series:		NX00101348
2	Currency:		Pound Sterling ("GBP") (the "Issue Currency")
3	Notes:		Applicable
	(i)	Aggregate Nominal Amount as at the Issue Date:	GBP 3,100,000
	(ii)	Specified Denomination:	GBP 1
	(iii)	Minimum Tradable Amount:	GBP 1,000 (and GBP 1 thereafter)
	(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
6	Trade Date:		28 May 2012
7	Issue Date:		6 June 2012
8	Redemption Date:		The later of:
			(i) 5 June 2018 (the "Scheduled Redemption Date"); and
			(ii) the day which is 5 Business Days following the Final Valuation Date.
9	Issue Price:		100.00% of par
10		Relevant Stock Exchange(s):	London Stock Exchange
11	to the Securities:	The following Relevant Annex(es) shall apply	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 Condition 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	Terms relating to Cash Settled Securities:
	(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) Early Cash Settlement Valuation Date:	As defined in the Warrant Linked Securities Annex
29	Terms relatingto Physically Delivered Securities:	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
36	Warrant Linked Securities	Applicable

	(i) Underlying Warrant:	Warrant linked to FTSE 100 INDEX issued by Barclays Bank PLC (ISIN: GB00B7NP2151: Series number: NX00101349) and listed on the London Stock Exchange
	(ii) Initial Valuation Date:	The Issue Date for the first tranche of the Notes
	(iii) Valuation Date:	29 May 2018 (the "Final Valuation Date")
	(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, Swedish Registered Securities, VPS Registered Securities or Spanish Securities:	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):	London and TARGET
	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
		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.
52		Relevant Clearing System(s):	Euroclear Clearstream
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: XS0614661857
56		Modifications to the Master Subscription Agreement and/or Agency Agreement:	N/A
57		Additional Conditions and/or modification to the Conditions of the Securities:	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.
58		Provisions relating to redenomination:	Applicable

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 as soon as practicable following 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 Offer

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

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

	(i)	Reasons for the offer:	General Funding
	(ii)	Estimated net proceeds:	GBP 3,100,000
	(iii)	Estimated total expenses:	Up to GBP 4,200 (excluding VAT)
6	Fixed	Rate Securities Only - Yield
		Indication of yield:	N/A

7 Floating Rate Securities Only - Historic Interest Rates

N/A

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

The Securities relate to the Underlying Warrant. The Underlying Warrant is 1 warrant linked to FTSE 100 INDEX issued by Barclays Bank PLC (ISIN: GB00B7NP2151; Series number: NX00101349).

If the Underlying Warrant has not terminated early, the amount payable on redemption of the Note is determined by reference to the value of the Underlying Warrant on the Valuation Date of the Note relative to the value of the Underlying Warrant on the Issue Date of the Note. Capital is at risk and you may not receive back your invested amount.

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 asset to which Underlying Warrant is linked (the "Underlying Warrant Reference Asset"). The Underlying Warrant Reference Asset is FTSE 100 INDEX. Information on the Underlying Warrant Reference Asset (including past and future performance and volatility) is published on Reuters page .FTSE. 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 relatingto the Underlying Warrant (the "Final Terms in respect of the Underlying Warrant") are attached hereto as Annex 1.

Investors should note that historical performance should not be taken as an indication of future performance of the Underlying Warrant Reference Asset(s). The Issuer makes no representation whatsoever, whether expressly or impliedly, as to the future performance of the Underlying Warrant Reference Asset(s). The Issuer does not intend to provide post-issuance information.

9 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:	N/A

10 Offer Information

The Issue Price includes a commission element shared with a third party, which will be no more than 0.20% of the Reference Asset Issue Price. Further details of the commission element are available upon request.

ANNEX 1

Final Terms in respect of the Underlying Warrant

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 June 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 forthe 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 6 June 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. 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 followingterms 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 ACTOF 1933, AS AMENDED (THE "SECURITIES ACT"). SUBJECT TOCERTAIN 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 TONON-US PERSONS IN RELIANCEON REGULATION S AND FOR LISTING OF THE SECURITIES ON THE RELEVANT STOCK EXCHANGE, IF ANY, AS STATED HEREIN. FOR A DESCRIPTIONOF THESE AND CERTAIN FURTHER RESTRICTIONSONOFFERS AND SALESOF 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 TRANSFEROF SUCH REGISTERED SECURITIES AS SETOUT 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

1	(i)	Series:	NX00101349
	(ii)	Tranche:	1
2		Currency:	Pound Sterling ("GBP") (the "Issue Currency")
3		Number of Warrants or Exercisable Certificates being issued:	1
4	(i)	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:	28 May 2012
7		Issue Date:	6 June 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

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 relatingto the method of calculatinginterest, if different from those set out in the Base Conditions:	N/A
	Provisions relating to Exercise
24	(i) Exercise Style:	European Style
	(ii) Multiple Exercise Securities:	N/A
25	Call/Put Securities:	N/A
26	Units:	The Securities must be exercised in Units. Each Unit consists of 1 Security.
27	Exercise Price:	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:

(i) Exercise Cash Settlement Amount:

if the Final Valuation Price isgreater than or equal to the Autocall Price, (a) the Exercise Cash Settlement Amount will be an amount determined by the Determination Agent as follows:

169.3% x Calculation Amount

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

Calculation Amount x (Final Valuation Price / Strike Price)

Where:

"Autocall Price" means GBP 5,356.3400 (calculated as 100% of the Initial Price and displayed to 4 d.p.).

"Barrier Price" means GBP 2,678.1700 (calculated as 50% of the Initial Price and displayed to 4 d.p.).

"Initial Price" means the Valuation Price on the Initial Valuation Date, being GBP 5,356.34.

"Initial Valuation Date" means 28 May 2012.

"Final Valuation Date" means 29 May 2018.

"Final Valuation Price" means the Valuation Price on the Final Valuation Date.

"Strike Price" means GBP 5,356.3400 (calculated as 100% of the Initial Price and displayed to 4 d.p.).

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

	Determination Agent.
(ii) Exercise Cash Settlement Date:	The later of:
	(a) 5 June 2018; and
	(b) the day which is 5 Business Days immediately following the Final Valuation Date.
(iii) Early Cash Settlement Amount:	As defined in Condition 24 of the Base Conditions
	Associated Costs: Applicable

(iv) Early Cancellation Date:

As defined in Condition 24 of the Base Conditions

42 Specified Early Cancellation Event 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 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 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 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 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:

(i) Automatic Early Cancellation

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(i).

	(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 N/A

Additional Disruption Events:

48 Share Linked Securities: N/A

• 49 Index Linked Securities (Equity notices only): Applicable
• Index/Indices (each a "Reference Index Asset"): (i)

	FTSE 100 INDEX
	Provided that the Reference Asset represents a notional investment in such index with a notional investment size of 1 GBP per index point.
Reference Asset Currency	Pound Sterling
Reuters Code (for identification purposes only)	.FTSE
Bloomberg Ticker (for identification purposes only)	UKX
Index Sponsor	FTSE International Limited

			Limited
(ii)	Future Price Valuation:	N/A
(iii)	Exchange-traded Contract:	N/A
(iv)	Exchange:	London Stock Exchange
(v)	Related Exchange:	All Exchanges
(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 Valuation Date(i)	Valuation Date, the Final and each Autocall
(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 succeedingPayment 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: GB00B7NP2151
		Common Code: 75108613
70	Modifications to the Master Subscription Agreement and/or Master Agency Agreement (as amended from time to time):	N/A

Additional Conditions and/or modification to the Conditions of the Securities: 71

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".

Allreferences 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 issue.

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

The performance of the Warrant depends on the performance of FTSE 100 INDEX, as calculated and sponsored by FTSE International Limited. Information on the FTSE 100 INDEX (including past and future performance and volatility) is published on Reuters page: .FTSE.

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 investmentrelated to the Reference Asset based on their own investigation thereof.

The Issuer does not intend to provide post-issuance information

The description below 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 11.55% paid per period if the level of the 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 50% 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

The Issue Price includes a commission element which may be shared with a third party, which will be not exceed 0.20% of the Issue Price. Further details of the commission element are available upon request.

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 errortherein."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.

Schedule

i	Autocall Valuation Date(i)	Settlement Amount(i)
1	28 May 2013	111.55%
2	28 May 2014	123.10%
3	28 May 2015	134.65%
4	31 May 2016	146.20%
5	30 May 2017	157.75%