Barclays PLC — Capital/Financing Update 2012

Jun 26, 2012

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

USD 50,000,000 Callable Zero Coupon Notes due June 2042 (the "Notes")

Series NX000102398

under the Global Structured Securities Programme

Issue Price: 100 per cent. of par

This document constitutes the final terms of the Certificates (the "Final Terms") described herein for the purposes of Article 5.4 of 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 14 June 2012, as supplemented and amended from time to time, which constitutes a base prospectus (the "Base Prospectus") for the purpose of the Prospectus Directive, save in respect of the Conditions, which are extracted from the Base Prospectus dated 5 August 2011 (the "Original Offering Document"), as incorporated by reference in the Base Prospectus. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms, the Base Prospectus and the Conditions extracted from the Original Offering Document. The Base Prospectus and Original Offering Document are 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 26 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, 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 Original Offering Document.

Parties
Issuer:	Barclays Bank PLC
Guarantor:	N/A
Managers:	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 Agents:	N/A
Transfer Agent:	N/A
Exchange Agent:	N/A
Additional Agents:	N/A

THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")). THESE FINAL TERMS HAVE BEEN PREPARED BY THE ISSUER FOR USE IN CONNECTION WITH THE OFFER AND SALE OF THE SECURITIES OUTSIDE THE UNITED STATES TO NON-US PERSONS IN RELIANCE ON REGULATION S AND FOR LISTING OF THE SECURITIES ON THE RELEVANT STOCK EXCHANGE, IF ANY, AS STATED HEREIN. FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS AND SALES OF THE SECURITIES AND DISTRIBUTION OF THESE FINAL TERMS AND THE BASE PROSPECTUS, SEE "PURCHASE AND SALE" IN THE BASE PROSPECTUS.

Provisions relating to the Securities

1	Series:		NX000102398
2	Currency:		Unites States Dollar ("USD")
3	Notes:		Applicable
	Aggregate Nominal Amount as at USD 50,000,000 (i) the Issue Date:
	(ii)	Specified Denomination:	USD 100,000
	(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:	12 June 2012
7	Issue Date:		26 June 2012
8	Redemption Date:		26 June 2042, subject to adjustment in accordance with the Business Day Convention
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:		N/A
		Provisions relating to interest (if any) payable on the Securities
12	Interest:		Applicable
13		Interest Amount:	As per Conditions 4 and 24 of the Base Conditions
14	Interest Rate:
	(i)	Fixed Rate:	N/A
	(ii)	Floating Rate:	N/A
	(iii)	Variable Rate:	N/A
	(iv)	Zero Coupon:	5.25 per cent. per annum (the Internal Rate of

			Return)
	(v)	Bond Linked Securities - Fixed Coupon:	N/A
	(vi)	Bond Linked Securities - Pass Through Interest:	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:	(i) For the purposes of Condition 5.1 of the Base Conditions:
			Cash Settlement
			(ii) For the purposes of Condition 5.3 of the Base Conditions:
			Cash Settlement

26 Settlement Currency:

27 Settlement Number: 28 Terms relating to Cash Settled

Securities:

• Final Cash Settlement Amount: $(i)$
• Early Cash Settlement Amount: $(ii)$
• Associated Costs: Applicable Early Cash Redemption Date: As defined in Condition 24 of the Base Conditions $(iii)$

USD

as follows:

$N/A$

• 29 Terms relating to Physically Delivered Securities:
• 30 Nominal Call Event: $N/A$

As defined in Condition 24 of the Base Conditions

The Final Cash Settlement Amount will be calculated

Calculation Amount x 464.1551091%

As defined in Condition 24 of the Base Conditions

Call Option: Applicable 31
	Cash Settled Securities: (i)
		(a)	Optional Cash Settlement Amount:	Each amount as set out in the Schedule
		(b)	Optional Cash Redemption Date:	Each Optional Cash Redemption Date commencing from 26 June 2013 as set out in the Schedule, subject to adjustment in accordance with the Business Day Convention
	(ii)		Physically Delivered Securities:	N/A
	(iii)		Issuer Option Exercise Date(s):	As defined in Condition 24 of the Base Conditions
	(iv)		Issuer Option Exercise Period:	As defined in Condition 24 of the Base Conditions
	(v)		Issuer Notice Period:	No less than 5 Business Days' prior notice
32		Put Option:		N/A
33			Specified Early Redemption Event:	N/A
34		Requirements:	Maximum and Minimum Redemption	N/A
35		Relevant Annex:	Additional Disruption Events in addition to those specified in Condition 24 of the Base Conditions and any applicable	N/A
36			Share Linked Securities:	N/A
37	Index Linked Securities:			N/A
38	Inflation Linked Securities:			N/A
39			FX Linked Securities:	N/A
40			Credit Linked Securities:	N/A
41	Commodity Linked Securities:			N/A
42		Index Annex):	(a) Barclays Commodity Index Linked Securities (Section 2 of the Barclays	N/A
			(b) Barclays Equity Index 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
		Index Annex):	(d) Barclays Interest Rate Index Linked Securities (Section 5 of the Barclays	N/A
			(e) Barclays Emerging Market Index Linked Securities (Section 6 of the Barclays Index Annex):	N/A
43			Bond Linked Securities:	N/A

44	Fund Linked Securities:	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 N/A and Settlement Expenses:
	Definitions
47	Business Day:	As defined in Condition 24 of the Base Conditions
48	Additional Business Centre(s):	N/A
	Selling restrictions and provisions relating to certification

49 Non-US Selling Restrictions:

As described in the Base Prospectus

In addition:

Taiwan

The Securities may not be sold offered or issued to Taiwan resident investors or in Taiwan unless they are made available (a) outside Taiwan for purchase by such investors and/or (b) in Taiwan through bank trust departments, licensed securities brokers and/or insurance company investment linked insurance pocies pursuant to Taiwan Rules Governing Offshore Structured Products.

Investors are bound by the selling restrictions of the relevant jurisdiction(s) in which the Securities are to be sold as set out in the Original Offering Document.

In addition to those described in the Original Offering Document, no action has been made or will be taken by the Issuer that would permit a public offering of the Securities or possession or distribution of any offering material in relation to the Securities in any jurisdiction where action for that purpose is required. Each purchaser or distributor of the Securities represents and agrees that it will not purchase, offer, sell, re-sell or deliver the Securities or, have in its possession or distribute, the Base Prospectus, any other offering material or these Final Terms, in any jurisdiction except in compliance with the applicable laws and regulations of such jurisdiction and in a manner that will not impose any obligation on the Issuer or the Manager and the Determination Agent.

50	Applicable TEFRA exemption:		N/A
	General
51		Business Day Convention:	Modified Following
52	Relevant Clearing Systems:		Euroclear
			Clearstream
53		If syndicated, names of Managers:	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: XS0614696218
			Common Code: 061469621
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:

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 Original Offering Document and in the Conditions shall be construed as references to "Barclays Commodity Index".

All references to "Barclays Capital Equity Index" in the Original Offering Document and in the Conditions shall be construed as references to "Barclays Equity Index".

All references to "Barclays Capital FX Index" in the Original Offering Document and in the Conditions shall be construed as references to "Barclays FX Index"

All references to "Barclays Capital Interest Rate Index" in the Original Offering Document and in the Conditions shall be construed as references to "Barclays Interest Rate Index".

All references to "Barclays Capital Emerging Market Index" in the Original Offering Document and in the Conditions shall be construed as references to "Barclays Emerging Market Index".

All references to "Barclays Capital Index Annex" in the Original Offering Document and in the Conditions shall be construed as references to "Barclays Index Annex".

Part B Other Information

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

(i)	Listing:	London
(ii)	Admission to trading:	Application is expected to be made by the Issuer (or on its behalf) for the Securities to be admitted to trading on the London Stock Exchange's Regulated Market on or after the Issue Date.
(iii)	Estimate of total expenses related to admission to trading:	GBP 1,750
Ratings
$\mathbf{D}$ . $\mathbf{L}$ ,		- The Communication of the Contract of the Communication of the Contract of the Communication of the Communication of the Communication of the Communication of the Communication of the Communication of the Communication of

Ratings:

$\overline{2}$

The Securities have not been individually rated.

Notification $\overline{3}$

$N/A$

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

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

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

(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

$N/A$

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

$N/A$

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

$N/A$

Performance of Rates of Exchange and Explanation of Effect on Value of Investment $\overline{9}$

$N/A$

10 Operational Information

N/A
Delivery free of payment
N/A
No

11 Offer Information

$N/A$

Schedule

Optional Cash	Redemption Percentage	Optional Cash	Optional Cash
Redemption Date		Settlement Amount	Settlement Amount for
		(USD)	Aggregate Nominal
			Amount (USD)
26 June 13	105.2500000%	105,250.00	52,625,000.00
26 June 14	110.7756250%	110,775.63	55,387,812.50
26 June 15	116.5913453%	116,591.35	58,295,672.66
26 June 16	122.7123909%	122,712.39	61,356,195.47
26 June 17	129.1547915%	129,154.79	64,577,395.73
26 June 18	135.9354180%	135,935.42	67,967,709.01
26 June 19	143.0720275%	143,072.03	71,536,013.73
26 June 20	150.5833089%	150,583.31	75,291,654.45
26 June 21	158.4889326%	158,488.93	79,244,466.31
26 June 22	166.8096016%	166,809.60	83,404,800.79
26 June 23	175.5671057%	175,567.11	87,783,552.83
26 June 24	184.7843787%	184,784.38	92,392,189.36
26 June 25	194.4855586%	194,485.56	97,242,779.30
26 June 26	204.6960504%	204,696.05	102,348,025.21
26 June 27	215.4425931%	215,442.59	107,721,296.54
26 June 28	226.7533292%	226,753.33	113,376,664.60
26 June 29	238.6578790%	238,657.88	119,328,939.50
26 June 30	251.1874176%	251,187.42	125,593,708.82
26 June 31	264.3747571%	264,374.76	132, 187, 378.53
26 June 32	278.2544318%	278,254.43	139, 127, 215. 91
26 June 33	292.8627895%	292,862.79	146,431,394.74
26 June 34	308.2380859%	308,238.09	154,119,042.97
26 June 35	324.4205854%	324,420.59	162,210,292.72
26 June 36	341.4526662%	341,452.67	170,726,333.09
26 June 37	359.3789312%	359,378.93	179,689,465.58
26 June 38	378.2463250%	378,246.33	189, 123, 162.52
26 June 39	398.1042571%	398,104.26	199,052,128.55
26 June 40	419.0047306%	419,004.73	209,502,365.30
26 June 41	441.0024790%	441,002.48	220,501,239.48