Pricing Agreement

Exhibit 1.2

November 14, 2012

Barclays Capital Inc.

As representative of the several Underwriters

named in Schedule I (the “Representative”)

Ladies and Gentlemen:

Barclays Bank PLC (the “Bank”) proposes to issue $3,000,000,000 aggregate principal amount of 7.625% Contingent Capital Notes due November 2022 (the “Notes”). Each of the Underwriters hereby undertakes to purchase at the subscription prices set forth in Schedule II hereto the amount of Notes set forth opposite the name of such Underwriter in Schedule I hereto, such payment to be made at the Time of Delivery set forth in Schedule II hereto. The obligations of the Underwriters hereunder are several but not joint.

Each of the provisions of the Underwriting Agreement—Standard Provisions, dated October 6, 2010 (the “Underwriting Agreement”), is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Agreement, except that each representation and warranty with respect to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation and warranty as of the date of the Prospectus and also a representation and warranty as of the date of this Agreement in relation to the Prospectus as amended or supplemented relating to the Notes. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representative designated to act on behalf of each of the Underwriters of Designated Securities pursuant to Section 14 of the Underwriting Agreement and the address referred to in such Section 14 is set forth in Schedule II hereto.

In addition, the Bank represents and warrants to, and agrees with, each of the Underwriters that the listing prospectus in respect of the Designated Securities, expected to be dated on or about November 19, 2012, as of its date, will contain all material information with regard to the Bank and its subsidiaries, such information will be true and accurate in all material respects and not misleading and will not omit to state any other fact required to be stated therein or the omission of which would make any information contained therein misleading in any material respect and all reasonable enquiries will have been made to ascertain such facts and to verify the accuracy of all such information and otherwise will comply with the relevant rules made under Section 73A of the U.K. Financial Services and Markets Xxx 0000.

An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you, is now proposed to be filed with the Commission.

The Applicable Time for purposes of this Pricing Agreement is 3:45 p.m. New York time on November 14, 2012. Each “free writing prospectus” as defined in Rule 405 under the Securities Act for which each party hereto has received consent to use in accordance with Section 7 of the Underwriting Agreement is listed in Schedule III hereto and is attached as an Exhibit hereto.

If the foregoing is in accordance with your understanding, please sign and return to us the counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters on the one hand and the Bank on the other.

Very truly yours,

BARCLAYS BANK PLC

/s/ Xxxxxx Xxxxxxx

Name: Xxxxxx Xxxxxxx

Title: Managing Director, Treasury

Execution Services

Pricing Agreement

Accepted as of the date hereof

at New York, New York

On behalf of itself and each of the other Underwriters

BARCLAYS CAPITAL INC.

/s/ Xxxxxx X’Xxxxxx

Name: Xxxxxx X’Xxxxxx

Title: Managing Director

Pricing Agreement

SCHEDULE I


	Principal Amount of the Notes
*Underwriter*

Barclays Capital Inc.	$	1,650,270,000
Citigroup Global Markets Inc.	$	225,000,000
Credit Suisse Securities (USA) LLC	$	225,000,000
Deutsche Bank Securities Inc.	$	225,000,000
Xxxxxx Xxxxxxx & Co. LLC	$	225,000,000
ABN AMRO Securities (USA) LLC	$	23,670,000
Banca IMI S.p.A.	$	23,670,000
Banco Bilbao Vizcaya Argentaria, S.A.	$	23,670,000
BNP Paribas Securities Corp.	$	23,670,000
Danske Bank A/S	$	23,670,000
ING Bank N.V. Belgian Branch	$	23,670,000
Lloyds TSB Bank plc	$	23,670,000
Mediobanca – Banca di Credito Finanziario S.p.A.	$	23,670,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated	$	23,670,000
Mitsubishi UFJ Securities (USA) plc	$	23,670,000
Mizuho Securities USA Inc.	$	23,670,000
Natixis Securities Americas LLC	$	23,670,000
Santander Investment Securities Inc.	$	23,670,000
Scotia Capital (USA) Inc.	$	23,670,000
SG Americas Securities, LLC	$	23,670,000
SMBC Nikko Capital Markets Limited	$	23,670,000
TD Securities (USA) LLC	$	23,670,000
U.S. Bancorp Investments, Inc.	$	23,670,000
Xxxxx Fargo Securities, LLC	$	23,670,000

Total	$	3,000,000,000

I-1

SCHEDULE II

Titles of Designated Securities

$3,000,000,000 7.625% Contingent Capital Notes due November 2022

Price to Public:

100% of principal amount

Subscription Price by Underwriters:

99.00% of the aggregate principal amount with respect to all Notes; in addition, with respect to $35,000,000 aggregate principal amount of such Notes, Xxxxxx Xxxxxxx & Co. LLC will receive an additional commission of 1.50% of such aggregate principal amount; and with respect to $907,800,000 aggregate principal amount of such Notes, Barclays Capital Inc. will receive an additional commission of 0.50% of such aggregate principal amount for the benefit of certain dealers

In addition, the Bank agrees to pay a structuring fee of 0.50% on the aggregate principal amount of the Notes to Barclays Capital Inc.

Form of Designated Securities:

The Notes will be represented by one or more global notes registered in the name of Cede & Co., as nominee of The Depository Trust Company issued pursuant to the Dated Subordinated Debt Securities Indenture dated October 12, 2010 between Barclays Bank PLC and The Bank of New York Mellon, as supplemented by the Supplemental Indenture to be dated November 21, 2012 between Barclays Bank PLC and The Bank of New York Mellon.

Securities Exchange, if any:

London Stock Exchange.

Interest Rate:

Interest will accrue on the Notes from the date of their issuance. Interest will accrue on the Notes at a rate of 7.625% per year from and including the date of issuance.

Interest Payment Dates:

Interest will be payable on the Notes semi-annually in arrear on May 21 and November 21 in each year, commencing on May 21, 2013.

Record Dates:

The 15^th calendar day preceding each Interest Payment Date, whether or not such day is a Business Day.

II-1

Sinking Fund Provisions:

No sinking fund provisions.

Redemption Provisions for Notes:

Subject to certain conditions, the Notes are redeemable, at the option of the Bank, (i) in the event of certain changes in tax law or regulation or the official application or interpretation thereof, and (ii) in the event the Bank determines that the Notes are fully excluded from Tier 2 Capital within the meaning of the capital adequacy requirements of the FSA or any other regulation, directive or other binding rules, standards or decisions adopted by the institutions of the European Union, in each case as specified in the preliminary prospectus supplement dated November 5, 2012 (as supplemented by the final term sheet dated November 14, 2012).

Time of Delivery:

November 21, 2012 by 9:30 a.m. New York time.

Specified Funds for Payment of Subscription Price of Designated Securities:

By wire transfer to a bank account specified by the Bank in same day funds.

Value Added Tax:

(a)

If the Bank is obliged to pay any sum to the Underwriters under this Agreement, which is the consideration for a supply made by the Underwriters to the Bank for value added tax (“VAT”) purposes and any VAT is properly charged on such supply for which the Underwriters are required to account to HM Revenue & Customs, the Bank shall pay to the Underwriters an amount equal to such VAT on receipt of a valid VAT invoice;

(b)

If the Bank is obliged to pay a sum to the Underwriters under this Agreement to reimburse any fee, cost, charge or expense properly incurred by the Underwriters under or in connection with this Agreement (the “Relevant Cost”), the Bank shall pay to the Underwriters an amount which:

(i)

if for VAT purposes the Relevant Cost is consideration for a supply of goods or services made to the Underwriters, is equal to any input VAT incurred by the Underwriters on that supply of goods and services, but only if and to the extent that the Underwriters are not entitled to recover such input VAT from HM Revenue & Customs (whether by repayment or credit) provided, however, that the Underwriters shall reimburse the Bank for any amount paid by the Bank in respect of irrecoverable input VAT pursuant to this paragraph (i) if and to the extent such input VAT is subsequently recovered from HM Revenue & Customs (whether by repayment or credit);

(ii)

if for VAT purposes the Relevant Cost is a disbursement for VAT purposes properly incurred by the Underwriters under, or in connection with, this Agreement as agent on behalf of the Bank, is equal to any part of the Relevant Cost which represents VAT provided, however, that the

II-2

Underwriters shall use best endeavors to procure that the actual supplier of the goods or services which the Underwriters received as agent issues a valid VAT invoice to the Bank.

Closing Location: Linklaters LLP, Xxx Xxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx.

Name and address of Representative:

Designated Representative: Barclays Capital Inc.

Address for Notices:

Barclays Capital Inc.

000 Xxxxxxx Xxxxxx

Xxx Xxxx, XX 00000

Attn: Syndicate Registration

Selling Restrictions:

Each Underwriter of Designated Securities represents, warrants and agrees with the Bank that, in connection with the distribution of the Designated Securities, directly or indirectly, it: (i) has only communicated or caused to be communicated, and will only communicate or cause to be communicated, any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (the “FSMA”)) received by it in connection with the issue or sale of any Designated Securities in circumstances in which Section 21(1) of the FSMA would not, if the Bank were not an “authorized person”, apply to the Bank; and (ii) has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Designated Securities in, from or otherwise involving the United Kingdom.

Other Terms and Conditions:

As set forth in the Prospectus Supplement dated November 14, 2012 relating to the Designated Securities, incorporating the Prospectus dated August 31, 2010 relating to the Designated Securities.

II-3

SCHEDULE III

Issuer Free Writing Prospectuses:

Investor Presentation dated November 6, 2012, attached hereto as Exhibit A

Final Term Sheet, dated November 14, 2012, attached hereto as Exhibit B.

III-1

EXHIBIT A

Investor Presentation, dated November 6, 2012

Contingent Capital Notes

6 November 2012

Marketing Deck

2 | Contingent Capital Notes | 6 November 2012

Disclaimer

This presentation has been produced by Barclays Bank PLC (“Barclays”) solely for use at this investor presentation held in connection with the offering of the Barclays

Contingent Capital Notes (“CCNs”) and may not be reproduced or redistributed, in whole or in part, to any other person. Barclays has filed a registration statement

(including a prospectus) and preliminary prospectus supplement with the U.S. Securities and Exchange Commission (“SEC”) for the offering of the CCNs to which this

investor presentation relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement relating to the offering

of the CCNs and other documents that Barclays has filed with the SEC for more complete information about Barclays and the offering of the CCNs. You may obtain these

documents free of charge by visiting the SEC online database (XXXXX®) on the SEC’s website at (xxxx://xxx.xxx.xxx). The prospectus dated August 31, 2010 is available

under the following link: xxxx://xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/xx0xxx.xxx . The preliminary prospectus supplement dated on or about

November 6, 2012 is available under the following link: xxxx://xxx.xxx.xxx/xxxxx.xxxxx. Alternatively, you may obtain a copy of the prospectus and the preliminary

prospectus supplement from Barclays Capital Inc. by calling 0-000-000-0000.

This presentation is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article

19(5) of the Financial Services and Markets Xxx 0000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may

lawfully be communicated, failing within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to

which this communication may relate is only available to; and any invitation, offer, or agreement to engage in such investment activity will be engaged in only with, relevant

persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

Forward-looking Statements

This presentation contains certain forward-looking statements within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and Section

27A of the U.S. Securities Act of 1933, as amended, with respect to certain of Barclays’ plans and its current goals and expectations relating to its future financial condition

and performance. Barclays cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those

contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts.

Forward-looking statements sometimes use words such as “may”, “will”, “seek”, “continue”, “aim”, “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”,

“pro forma”, “projected” or other words of similar meaning. Examples of forward-looking statements include, among others, statements regarding Barclays’ future financial

position, income growth, assets, impairment charges, business strategy, capital ratios (including, in particular, its projected CT1 and CET1 ratios), leverage, payment of

dividends, projected levels of growth in the banking and financial markets, projected costs, estimates of capital expenditures and plans and objectives for future operations

and other statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and

circumstances, including, but not limited to, UK domestic, Eurozone and global macroeconomic and business conditions, the effects of continued volatility in credit markets,

market related risks, such as changes in interest rates and foreign exchange rates, effects of changes in valuation of credit market exposures, changes in valuation of

issued notes, the policies and actions of governmental and regulatory authorities (including requirements regarding capital and group structures and the potential for one or

more countries exiting the Eurozone), changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards

(“IFRS”) applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of current

and future legal proceedings, the success of future acquisitions and other strategic transactions, and the impact of competition – a number of such factors being beyond

Barclay’s control. In particular, the CRD IV rules, including with respect to the calculation of common equity tier 1 capital and risk weighted assets, have not been finalized

and remain subject to change by European legislators, and the Financial Services Authority of the United Kingdom (the “FSA”), may also alter its stated approach to the

adoption of CRD IV in the United Kingdom, and, accordingly, the basis on which certain calculations in this investor presentation are made may be different than the

requirements under the final CRD IV rules as they apply in the United Kingdom. As a result of these uncertain events and circumstances, Barclays’ actual future results and

capital ratios may differ materially from the plans, goals, and expectations set forth in Barclay’s forward-looking statements. Any forward-looking statements made herein or

in the documents incorporated by reference herein speak only as of the date they are made. Except as required by the FSA, the London Stock Exchange plc or applicable

law, Barclays expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this investor

presentation or the documents incorporated by reference herein to reflect any changes in expectations with regard thereto or any changes in events, conditions or

circumstances on which any such statement is based. The reader should, however, consult any additional disclosures that Barclays has made or may make in documents

that Barclays has filed or may file with the SEC.

3 | Contingent Capital Notes | 6 November 2012

Disclaimer (Continued)

INVESTING IN THE CCNs IS SPECULATIVE AND INVOLVES RISK OF LOSING YOUR ENTIRE INVESTMENT.

You should carefully review, among other

things, the matters set forth under “Risk Factors” beginning on or about page S-14 of the preliminary prospectus supplement and “Additional information—Risk

factors” beginning on page 265 of Barclays Annual Report on Form 20-F for the year ended December 31, 2011. In particular, you should be aware that, upon

the occurrence of a Capital Adequacy Trigger Event, which will result in an Automatic Transfer (each as defined in the preliminary prospectus supplement),

holders of CCNs will lose their entire investment in the CCNs. Barclays urges you to consult your investment, legal, tax, accounting and other advisors before

you invest in the CCNs.

This investor presentation includes certain projected capital ratios that are based, in part, on analysts’ consensus estimates for full year 2012 (used in December

2012 and January 2013 calculations) and full year 2013 analysts’ consensus estimates, in each case with respect to the retained earnings and dividend payout

of Barclays PLC on a consolidated basis (“Group”), as described in slides 20 & 21. Any estimates or forecasts regarding the Group’s performance made by such

analysts are theirs alone and do not represent the estimates or forecasts of the Group or its management. The Group neither endorses nor verifies the estimates

used in this investor presentation, which are being used solely for illustrative purposes to show how the Group’s capital ratios are calculated differently before

and after the expected adoption of CRD IV.

This investor presentation includes a calculation of transitional common equity tier 1 ratio, which is a non-IFRS financial measure. Barclays has presented its

transitional common equity tier 1 ratio on a basis that is representative of how it currently understands the CRD IV rules and in accordance with the assumptions

set forth on slides 20 & 21. Management views CRD IV common equity tier 1 ratio as a key measure in monitoring the Group’s capital position. It may be

calculated on a basis that is not consistent with that used by other financial institutions.

Barclays management believes that certain non IFRS measures included in this document provide valuable information to readers of its financial statements and

other documents. For example adjusted performance measures (including profit before tax and adjusted gross leverage) enable the reader to identify a more

consistent basis for comparing the business' performance between financial periods, and provide more detail concerning the elements of performance which the

managers of these businesses are most directly able to influence or are relevant for an assessment of the Group. Non IFRS regulatory metrics (such as CT1

and CET1 ratios, NSFR and LCR) are based on current interpretations of draft Basel 3 implementing legislation in the EU (CRD IV) and UK FSA interpretations

thereof. Although legislation is yet to be finalised and formal reporting against these metrics is not yet required, Barclays management monitors expected

performance against expected final regulatory requirements. They also reflect an important aspect of the way in which operating targets are defined and

performance is monitored by Barclays management. However, any non-IFRS measures in this document are not a substitute for IFRS measures and readers

should, where relevant, consider the comparable IFRS measures as well. For further information please refer to Barclays 6k filings available at the SEC website

address set out in slide 2.

By attending this investor presentation, participants agree not to remove physical copies of the investor presentation from the conference room where it is

provided. Participants agree further not to photograph, copy or otherwise reproduce this investor presentation in any form or pass on, directly or indirectly, this

investor presentation to any other person. Participants must return this investor presentation to Barclays at the completion of this investor presentation.

References to internet websites in this presentation are made for informational purposes only, and information found at such websites is not incorporated by reference

into this presentation.

1. Rationale for Contingent Capital Notes

4 | Contingent Capital Notes | 6 November 2012

Rationale for Contingent Capital Notes -

Executive Summary

Issuing contingent capital that qualifies as “loss absorbing capital”

for the purposes of our nominal capital

requirements, seeks to enhance the transition to our “targeted”

Basel 3 capital structure

•

Having

received

clarity

from

regulators

regarding

the

role

contingent

capital

for

banks,

Barclays

undertaking

global

investor road-show with the aim of exploring Contingent Capital Notes (CCNs)

•

Despite our current and projected capital strength, we believe the development of a contingent capital market represents an

important step in transitioning bank capital structures to meet Basel 3 requirements with maximum efficiency, from both cost and

diversification perspectives

•

Our

primary

considerations

issuing

contingent

capital

this

time

have

included:

Desire

proactively

implement

our

Basel

“target”

capital

structure

Confirmation from UK regulatory authorities that contingent capital with a 7% trigger event will attract 100% benefit towards

our

nominal

“loss

absorbing

capital”

requirements

17% Primary Loss Absorbing Capacity (PLAC) requirement under proposals of UK Independent Commission on Banking

(ICB)

Favourable market conditions for CCN product

•

These CCNs will be a Tier 2 (T2) security that includes a write-off feature should the Group’s published Core Tier 1 (CT1) /

Common Equity Tier 1 (CET1) ratio, as appropriate, fall below 7% (Trigger Event). In all other respects (both insolvency and/or

resolution

prior

Trigger

Event),

CCNs

will

rank

pari

passu

with

all

Barclays

outstanding

Lower

securities

•

Based on current interpretation of CRD IV, we anticipate that investors will have the benefit of significant capital headroom against

the occurrence of a Trigger Event:

Prior to implementation of CRD IV, buffers of 4.2% (£15.9bn) and 3.9% (£15.4bn) against our 30 September 2012 CT1

ratio of 11.2% and 31 December 2012 CT1 ratio of 10.9%, respectively; thereafter (given UK interpretation of transitional

rules for CRD IV implementation), a buffer of 5.1% (£23.7bn) against our December 2013 CET1 ratio of 12.1%, as set out

in slide 8

Barclays minimum CRD IV G-SIFI CET1 ratio requirements of 9.0% (below which distribution prohibitions apply)

Internal capital management buffer targeting a 10.5% minimum CET1 ratio, post-transition

FPC minutes published on 27 September 2012 (xxxx://xxx.xxxxxxxxxxxxx.xx.xx/xxxxxxxxxxxx/Xxxxxxxxx/xxxxxxx/xxx/xxx/0000/xxxxxx0000.xxx ), and

FSA announcement on 26 October 2012 (xxxx://xxx.xxx.xxx.xx/xxxxx/xxxx/xxxxxxxxxxxxx/xxxxx/xxx/xxx_xxx/xxxxxxxxxxxx-xxxxxxxxxx)

5 | Contingent Capital Notes | 6 November 2012

‘Target’

Capital Structure post CRD IV and ICB

Irrespective of final regulatory outcomes, proposed CRD IV requirements and ICB proposals provide

enough certainty to target an end state capital structure with considerable confidence

•

Barclays “target”

capital structure embraces requirements for G-

SIFI banks under CRD IV and ICB 17% PLAC proposals

•

The target structure opposite anticipates:

Expected 9.0% minimum CET1 ratio requirement under CRD

IV, plus a 1.5% CET1 “internal capital management buffer”

1.5% Additional Tier 1 (AT1) ratio, being the minimum CRD IV

requirement

, and

5% T2/senior unsecured debt capital to meet ICB 17% PLAC

proposal

•

Currently targeting a 2% CCN buffer, with a 7% Trigger Event,

that will comprise 1.5% AT1 (which has to be in contingent

capital form) and 0.5% of T2. We believe this target best aligns

interests of key stakeholders:

Provides going concern “loss absorbing capital”

treatment in

AT1 and incremental T2 component

Falls at the bottom of the G-SIFI capital buffer, incentivising

management actions well in advance of Trigger Event, and

Reduces “moral hazard”

for fixed income investors that an

excessive CCN buffer could introduce

•

Given transition rules on Barclays outstanding T1 stock, AT1 is

currently an inefficient choice for CCNs at the current time

Without this, excess equity is allocated first to AT1 requirement ahead of capital conservation buffers

Strategic view (subject to change) formed on information currently available and on our interpretation of draft CRD IV / ICB proposals and final application in the UK

Barclays Q3 2012

Capital Structure

(Basel 2.5)

2.5%

£9.5bn

T1 (traditional)

11.2%

£42.5bn

CT1

3.2%

£11.9bn

4.5% Equity

2.5% Capital

conservation

buffer

2.0% G-SIFI

1.5% Internal

Buffer

1.5% AT1

5% T2/

Senior

unsecured

16.9% Total

Capital Ratio

17.0% Total

Capital Ratio

Barclays “Target”

CRD IV / ICB Capital

Structure

Prospective

CCNs

6 | Contingent Capital Notes | 6 November 2012

2. Capital Ratios and Trigger Events

7 | Contingent Capital Notes | 6 November 2012

Reported

Pro forma

Sep-12

Dec-12

Jan-13

Dec-13

CT1 Capital (Sep-12 Actual)

42.5

42.9

47.2

CRD IV impact to CT1 Capital

1.3

CT1 Capital (under FSA 2009 definition)

42.5

42.9

44.2

48.5

Sep-12 RWAs

379

Operational Risk and Slotting (Q4-12)

RWAs (post Operational Risk & Slotting)

394

CRDIV impact to RWAs:

Credit Valuation Adjustment (CVA)

Securitisation

Other

Gross impact

108

Planned Management actions to Reduce RWAs

(17)

(38)

Net Impact of CRDIV

RWAs (post CRD IV)

485

464

CT1 Ratio

11.2%

10.9%

9.1%

10.4%

CT1 Capital (under FSA 2009 definition)

42.5

42.9

44.2

48.5

Add-Back Intangible Assets Deduction

7.6

CET1 under CRD IV

51.8

56.1

Transitional CET1 Ratio

10.7%

12.1%

(in £bn)

Note: all calculations are based on regulatory measures and are non-IFRS. See slides 20 & 21 for underlying assumptions. Our estimated

transitional CET1 ratio reflects our current interpretation of CRD IV rules and FSA guidance

CRD IV impact on Capital and RWAs

Projected CT1 and CET1 ratios above 7% trigger levels using consensus retained earnings estimates

for Q4 2012 and 2013, and based on existing draft of CRD IV rules and FSA guidance

8 | Contingent Capital Notes | 6 November 2012

CT1 and CET1 Calculation –

For Illustrative Purposes Only

October

2012,

FSA

published

press

release

setting

out

how

intends

transition

CRD

capital requirements on implementation. The impact of the new calculation against current calculation

is set out below (assuming static RWAs from January 2013 and rolling over 2013 consensus numbers)

•

Prior to the implementation of CRD IV, the 7%

Trigger Event will be measured by reference to

Barclays current published CT1 ratio, as required

by FSA in accordance with its press release to

the British Bankers Association (BBA) in 2009

•

Thereafter, the 7% Trigger Event will be

measured by reference to the CRD IV CET1 ratio,

on the basis of the transition rules set out by FSA

in its press release of 26 October 2012

•

CET1 ratio transition path, as interpreted by FSA,

will be embedded within the trigger of the CCNs,

guarding investors against any subsequent

discretionary acceleration of transitionals

•

The principal difference between current CT1 and

CET1 ratios is the transitional treatment of

intangible assets, £7.6bn of which is added back

to CET1 on CRD IV adoption date with the

deduction phasing back in at 20% per annum

from 2014, in line with current CRD IV

transitionals

•

On CRD IV adoption date, CT1 ratio is expected

to be impacted by c.£91bn additional RWAs. The

same RWA impact under CET1 ratio is expected

to be effectively off-set by the differing intangible

asset treatment

CT1 & CET1 Illustrative Calculation

(assuming static RWAs from 1 January

2013)

CET1

CRD IV

RWA

Convergence on

1 January 2018

Net impact of

CRD IV

(RWA +

Goodwill

treatment)

Deduction of Other

+ Other increasing

20% each year from

2014 to 2018

CRD IV CET1

FSA CT1 ratio

9 | Contingent Capital Notes | 6 November 2012

xxxx://xxx.xxx.xxx.xx/xxxxx/xxxx/xxxxxxxxxxxxx/xxxxx/xxx/xxx_xxx/xxxxxxxxxxxx-xxxxxxxxxx

Note: see slides 20 & 21 for underlying assumptions

CT1

Trigger

Event

Reference

Point

Deduction

Goodwill

+ Other increasing 20% each year from 2014 to 2018

Historic Organic Capital Generation

£bn

•

CT1 ratio improved significantly since 2008,

despite introduction of stricter capital definitions,

to reach 11.2% at end of September 2012

•

Solid CT1 ratio reflecting broadly stable CT1

capital base and reduced RWAs

•

We expect to maintain CT1 and T1 ratios at

levels which significantly exceed current

minimum regulatory requirements

•

The Group has significantly deleveraged since

2008; strengthening its CT1 capital base,

reducing RWAs and reducing non risk adjusted

leverage metrics

•

Adjusted gross leverage

stabilised at around

20x; excluding liquidity pool, the ratio was 17x

as at 30 September 2012 (compared to 26x in

Dec 2008)

Basel 2.5

Basel 2

Basel 2.5

Basel 2

10 | Contingent Capital Notes | 6 November 2012

non-IFRS measure

Our financial strength continues to serve us well in the current environment and remains a

core component of our strategy going forward

Strategic Review

Investors should note that the Board’s strategic review of the business is ongoing; the

results

which

will

not

communicated

the

market

until

February

2013

•

Strategic review will not change business model, Barclays remains committed to the universal bank model

and the benefits of income and risk diversification inherent within it

•

Business review follows recent management changes following settlement with Authorities relating to LIBOR

•

Granular (100 business units) review of performance with focus on long term sustainability of returns

above

cost

equity

Basel

basis

•

Reputational risk a primary assessment filter to ensure Group performance becomes less risky and more

predictable

•

Barclays continues to recognise the importance of :

Balanced

profit

generation

across

the

Group

Resilient income

performance in challenging macro economic environment that is unlikely to change in short

term

Closely

managed

risk/return

appetite

and

maintenance

quality

assets

balance

sheet

Ongoing management of performance and non-performance costs along side investment in long term

sustainability of franchise

Sustained financial strength and progressive but conservative dividend policy

•

The independent Xxxx Review of Business Practices was commissioned separately by the Board to:

“Assess the bank’s current values, principles and standards of operation and determine to what extent they need to

change; test how well current decision-making processes incorporate the bank’s values, standards and principles and

outline any changes required; and determine whether or not the appropriate training, development, incentives and

disciplinary processes are in place.”

xxx.xxxxxxxxxx.xxx

•

Its findings will be publically reported in Spring 2013 and its recommendations implemented thereafter

11 | Contingent Capital Notes | 6 November 2012

3. Q3 2012 Results Highlights

12 | Contingent Capital Notes | 6 November 2012

Nine months ended

–

September

2012

(£m)

2011

(£m)

Change

(%)

Adjusted income

22,347

22,300

Impairment charges

(2,657)

(2,851)

(7)

Adjusted net

operating income

19,690

19,449

Adjusted operating

expenses

(13,832)

(14,441)

(4)

Adjusted profit before

tax

5,954

5,062

Statutory profit before

tax

712

5,066

(86)

Latest Financial Highlights (as at 30 September 2012)

•

Adjusted income flat despite macroeconomic

challenges and continuing low interest rate environment

•

Adjusted operating expenses down 4%, with

performance costs down 9% to £1,995m and non-

performance costs down 3% to £11,837m

•

Impairment charges down 7%, reflecting conservative

credit risk appetite

•

Adjusted PBT up 18% with improvements of 27% in

Corporate & Investment Bank and 31% in Wealth &

Investment Management

•

Liquidity pool decreased to £160bn (30 Jun 2012:

£170bn) and loan to deposit ratio remained stable at

111% (30 Jun 2012: 111%)

•

CT1 remained strong at 11.2% (30 Jun 2012: 10.9%)

with an estimated fully loaded Basel 3 CT1 of 8.2% as

at 1 January 2013

•

RWA decreased to £379bn (30 Jun 2012: £390bn) with

adjusted gross leverage ratio stable at 20x

•

Sovereign exposures to Spain, Portugal, Italy, Ireland,

Greece and Cyprus decreased 15% during Q3 to

£4.8bn

Note: Q3 IMS 6K available at xxxx://xxx.xxx.xxx (please note 6k disclosures re non IFRS measures)

13 | Contingent Capital Notes | 6 November 2012

“These results demonstrate that we continue to have good momentum in our businesses

despite the difficulties we faced through this period” (X. Xxxxxxx, Chief Executive)

Liquidity pool amounted to £160bn at end of September 2012, with 87.5% held in cash, high quality

government bonds and deposits with central banks

Barclays continues to maintain a strong and high-quality liquidity pool that consists

exclusively of unencumbered assets

Balances at central banks decreased in Q3, as we continue to optimise cost and composition of liquidity pool

within our liquidity risk appetite framework

Although not a requirement, as at 30 September 2012, liquidity pool was equivalent to more than one year

of wholesale liabilities maturities

Liquidity pool exceeds net stress outflows under all three liquidity stress scenarios:

Estimated NSFR

of 101% (31 Dec 2011: 97%) and LCR

of 97% (31 Dec 2011: 82%) at end of June 2012

Liquidity Pool

154

152

170

Market-wide

Barclays-specific

Combined

Liquidity pool as a percentage of anticipated net outflows

3 months

1 month

As at 30.06.12

141%

115%

124%

As at 31.12.11

127%

107%

118%

127

160

£bn

Cash & Deposits at Central Banks

Government Bonds

Other Available Liquidity

14 | Contingent Capital Notes | 6 November 2012

non-IFRS measure

105

124

FY 2008

FY 2009

FY 2010

FY 2011

H1 2012

Q3 2012

•

Reduction in wholesale funding requirements, due to

increased deposit taking and legacy asset run-off

•

Growing usage of secured funding, whilst maintaining

reasonable encumbrance levels

•

Commitment to issue MTN and senior unsecured debt,

though at lower levels

•

Continued participation in Funding for Lending Scheme

59%

17%

Customer Deposits

Deposits from Banks

CDs and CPs

Senior Unsecured MTNs

Secured Funding

Subordinated Liabilities

Other

Funding

Barclays maintains access to a variety of funding sources, including customer deposits and

wholesale funding, and has continued to improve its loan to deposit ratio since 2008

2013-2015 Funding Plan

59%

Deposit

Funded

(as

June

2012)

Total: £638bn, made of £262.5bn of wholesale funding and £375.2bn of

customer deposits (excluding ABSA)

£bn

15 | Contingent Capital Notes | 6 November 2012

462

420

428

432

455

453

336

322

346

366

409

407

138%

130%

124%

118%

111%

FY 2008

FY 2009

FY 2010

FY 2011

H1 2012

Q3 2012

Group Loans & Advances to Customers

Group Deposits from Customers

Group Loan to Deposit Ratio

2012 Rating & Outlook Changes

Despite re-rating of sector by all main rating agencies in the last 12 months, Barclays

rating remains strong and in line with global universal bank peers

•

Barclays ratings and outlooks have been adversely impacted by:

Global economic slowdown and prolonged crisis in the Eurozone area

Credit rating agency reassessments of risks inherent with large and complex capital market operations

Settlement of the LIBOR case and resignation of senior management

•

Current

ratings

reflect

Barclays’

strong

franchise,

low

historical

earnings

volatility,

resilient

capital

and

sound liquidity profile

16 | Contingent Capital Notes | 6 November 2012

2012 Rating & Outlook Changes

1 January 2012

31 October 2012

Standard & Poor's

Long Term

A+ (Stable)

A+ (Negative)

Short Term

X-0

Xxxxx-Xxxxx Credit Profile (SACP)

Xxxxx'x

Long Term

Aa3 (Negative)

A2 (Negative)

Short Term

P-1

Bank Financial Strength Ratio (BFSR)

C (Stable)

C-

(Stable)

Fitch

Long Term

A (Stable)

Short Term

Viability Rating

DBRS

Long Term

AA High (Stable)

AA (Negative)

Short Term

R-1 High (Stable)

R-1 High (Negative)

Barclays Bank plc

4. Key Terms & Conditions

17 | Contingent Capital Notes | 6 November 2012

Contingent Capital Notes: Key Terms & Conditions

Issuer

Barclays Bank PLC

Expected Issue Ratings

BBB-/BBB-

(S&P/Fitch)

Currency / Offering

USD / SEC Registered

Subordination

Subordinated,

pari

passu

with

existing

Lower

T2,

prior

Trigger

Event

Maturity

[To be confirmed]

Interest

[ ]% (semi-annual) No interest deferral

Capital Adequacy Trigger

Event

7% CET1 ratio (CT1 capital before CRD IV adoption date and CET1 capital after the CRD IV

adoption

date

transitioned

per

FSA

guidance

divided

risk-weighted

assets

calculated as per FSA standards applicable on the calculation date) measured on a quarterly

basis

any

other

date

which

the

CET1

ratio

calculated

and

subsequently

published

as required by the FSA

Write-off by means of

Automatic Transfer

Following a Capital Adequacy Trigger Event, an Automatic Transfer of the Notes will occur

such that Holder’s rights to principal and interest on the Notes is permanently written off and

Holders will have no further rights against the Issuer

No Contractual Loss

Absorption at Point of Non-

Viability

No contractual Point of Non-Viability loss absorption.

Tax Call

At price of 100% if required to pay Additional Amounts or interest payments no longer

deductible for UK corporation tax purposes or Issuer is de-grouped for United Kingdom tax

purposes

Regulatory Call

At price of 100% if fully excluded from Tier 2 Capital

Denominations

USD 200,000, integral amounts of USD 1,000 in excess thereof

Listing

London

Governing Law

New York law, save for subordination which will be governed by English law

18 | Contingent Capital Notes | 6 November 2012

5. Capital Ratio Underlying Assumptions

19 | Contingent Capital Notes | 6 November 2012

CRD IV impact on Capital and RWAs

20 | Contingent Capital Notes | 6 November 2012

Proforma Capital Ratios are based on and/or subject to the following:

•

Q4 2012 consensus earnings estimates used for December 2012 and January 2013 calculations and full year 2013 consensus

earnings estimates used for December 2013 calculations, averaged from all 23 sell-side analysts, including consensus dividend

payout. Any estimates or forecasts regarding Barclays performance made by such analysts are theirs alone and do not represent

the estimates or forecasts of Barclays or its management. Barclays neither endorses nor verifies the analyst consensus

estimates herein. The estimates are being solely used to show the difference between the calculation of expected CRD IV CET1

ratio and FSA CT1 ratio

•

Exercise of outstanding warrants, exercisable into ordinary shares of Barclays PLC (£0.8bn). There is a risk that these warrants

will not be exercised if share price does not exceed the strike price of £1.977 by October 2013

•

CRD IV impact on CT1 capital is primarily related to add-back of securitisation deduction

•

No growth in RWAs is assumed for new business activity. However, September 2012 RWAs are assumed to increase in Q4 2012

for increases to our assessment of Operational Risk and regulatory change relating to Commercial Real Estate exposures

(“Slotting”)

•

CRD IV rules as currently drafted being adopted in the UK on 1 January 2013. CRD IV rules remain subject to change and there

is no certainty on adoption date

•

Transitional CT1 ratios post December 2012 does not include CRD IV 2014-2018 phased deductions. These deductions

comprise excess Minority Interests, Deferred Tax Assets (DTAs), Available For Sale (AFS) debt and equity reserve, Expected

Loss (EL) > Impairment, non-significant holdings in financial institutions, Debit Valuation Adjustments (DVA), Prudential Valuation

Adjustments (PVA) and Intangible Assets

•

Other CRD IV impact to RWAs include adjustments for Asset Value Correlation (AVC), withdrawal of national discretion of

definition of default, Central Counter-Party (CCP) clearing, other Counterparty Credit Risk and other individually less material

counterparty credit risk charges, DTAs, and Material Holdings

•

There is a risk that this deduction will have no transitional provisions. If this scenario materialises, January 2013 Transitional CT1

ratio will be c.30bps lower

•

Planned management actions relate principally to Credit Valuation Adjustments (CVA) effects and run down of legacy assets

•

RWAs are subject always to application of accounting standards and volatility in market conditions

CRD IV impact on Capital and RWAs (continued)

FSA:

“CRD

Transitional

Provisions

Capital

Resources”

(26

October

2012)

•

FSA announcement sets out its intended implementation of CRD IV transitional provisions. Changes may occur in

the finalisation of the CRD IV rules and FSA’s implementation thereof; valuation of intangible assets (including the

value attributed to goodwill) may also change over time and other variables (including without limitation the

estimated

CRD

impacts

outlined

above)

may

individually

and/or

the

aggregate

negatively

affect

our

CET1

Ratio and thus increase the risk of a Trigger Event.

•

Post implementation of CRD IV, the FSA has asked banks to publish CET1 as prescribed by CRD IV Transitional

Rules. In addition, the FSA will require certain UK banks to continue to disclose ratios using their 2009 definition of

CT1 capital

•

The key difference between the calculation of CET1 and CT1 is the treatment of intangible assets (including

goodwill), which are already fully deducted from CT1, but will be added back to CET1 at CRD IV adoption date with

the deduction expected to phase back in between 2014-2018 at 20% per year

There can be no assurance that the assumptions set out above will apply or be achieved

21 | Contingent Capital Notes | 6 November 2012

Contact Information

Treasury

Xxxxxx Xxxxxxx

x00 (0)00 0000 0000

xxxxxx.xxxxxxx@xxxxxxxxxxxxxxx.xxx

Investor Relations

Xxxxxxx Xxxxx

x00 (0)00 0000 0000

xxxxxxx.xxxxx@xxxxxxxx.xxx

Debt Capital Market

Xxxxx Xxxxxxxxx

x00 (0)00 0000 0000

xxxxx.xxxxxxxxx@xxxxxxxx.xxx

Website

xxxx://xxxxx.xxxxxxxx.xxx/xxxxx-xxxxxxxx/xxxxxxxx-xxxxxxxxx#xxxx-xxxxxxxxx

Xxxxxxxx Xxxxxxxx

x00 (0)00 0000 0000

xxxxxxxx.xxxxxxxx@xxxxxxxx.xxx

Xxxxxxx Xxxxx

x00 (0)00 0000 0000

xxxxxxx.xxxxx@xxxxxxxx.xxx

Xxx Xxxxxxxxxx

x00 (0)00 0000 0000

xxxxxx.xxxxxxxxxx@xxxxxxxx.xxx

22 | Contingent Capital Notes | 6 November 2012

EXHIBIT B

Final Term Sheet for the Notes, dated November 14, 2012

USD 3bn 7.625% Contingent Capital Notes due November 2022

Terms & Conditions:



Issuer:		Barclays Bank PLC

Expected Issue Ratings:		BBB- (S&P), BBB- (Fitch)

Status:		Dated Subordinated Debt

Legal Format:		SEC registered

Principal Amount:		USD 3,000,000,000

Trade Date:		November 14, 2012

Settlement Date:		November 21, 2012

Maturity Date:		November 21, 2022

Coupon:		7.625%

Interest Payment Dates:		Semi-annually on May 21 and November 21 in each year up to and including the Maturity Date, commencing on May 21, 2013

Day Count Convention:		30/360, following unadjusted

Business Days:		New York, London

Benchmark Treasury:		UST 1.625% November 15, 2022

Spread to Benchmark:		+603 bps

Reoffer Yield:		7.625%

Price to Public:		100.000%

Estimated Underwriter Compensation:		Estimated to be a maximum of approximately 2% of principal amount of the Notes, including a structuring fee of 0.50% payable to Barclays Capital Inc.

Estimated net proceeds:		USD 2,940,000,000

Principal Redemption:		100.000%

Joint Bookrunners:		Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Xxxxxx Xxxxxxx & Co. LLC


Co-lead managers:		ABN AMRO Securities (USA) LLC, Banca IMI S.p.A., Banco Bilbao Vizcaya Argentaria, S.A, BNP Paribas, Danske Bank A/S, ING Bank N.V. Belgian Branch, Lloyds TSB Bank plc, Mediobanca – Banca di Credito Finanziario S.p.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Mitsubishi UFJ Securities International plc, Mizuho Securities USA Inc., Natixis Securities Americas LLC, Santander Investment Securities Inc., Scotia Capital (USA) Inc, SG Americas Securities LLC, SMBC Nikko Capital Markets Limited, TD Securities (USA) LLC, U.S. Bancorp Investments, Inc., Xxxxx Fargo Securities International Limited

Regulatory Event Redemption:		The Issuer may, at its option, redeem the notes upon giving notice, in whole but not in part, at a redemption price equal to 100% of their principal amount, together with any accrued but unpaid interest to the date fixed for redemption, upon the occurrence of a Regulatory Event (subject to (i) the provisions described under “Limitations on Redemption and Notice to the FSA” below and (ii) the circumstance that entitles the Issuer to exercise such right of redemption of the notes not being (in the Issuer’s opinion) reasonably foreseeable at the Settlement Date). A “Regulatory Event” means that the Issuer determines that for any reason the notes are fully excluded from the Group’s Tier 2 Capital within the meaning and for the purposes of (1) the capital adequacy requirements of the FSA or (2) any other regulation, directive or other binding rules, standards or decisions adopted by the institutions of the European Union.

Tax Redemption		The Issuer may, at its option, redeem the notes upon giving notice, in whole but not in part, at a redemption price equal to 100% of their principal amount, together with any accrued but unpaid interest to the date fixed for redemption, upon the occurrence of a Tax Event (subject to (i) the provisions described under “Limitations on Redemption and Notice to the FSA” below), (ii) the circumstance that entitles the Issuer to exercise such right of redemption of the notes not being (in the opinion of the Issuer) reasonably foreseeable at the Settlement Date and (iii) in the case of each Tax Event, such obligation not being able to be avoided by the Issuer taking reasonable measures available to it). A “Tax Event” shall be deemed to have occured in the event of any change in tax law or regulation or the official application or interpretation thereof that would (1) require the Issuer (or any successor entity) to pay additional amounts to holders, (2) result in the Issuer (or any successor entity) not being entitled to claim a deduction in respect of any payments in computing its (or any successor entity’s) taxation liabilities or materially reducing the amount of such deduction or (3) result in the Issuer (or any successor entity) not, as a result of the notes being in issue, being able to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies it (or any successor entity) is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as at the date of issue of the notes or any similar system or systems having like effect as may from time to time exist);

Limitations on Redemption and Notice to the FSA		The Issuer may redeem the notes prior to the fifth anniversary of their date of issue only (1) with the prior approval of the FSA; (2) if the circumstance that entitles the Issuer to exercise that right of redemption is the result of a change in the applicable tax treatment or regulatory classification of the notes; and (3) if at the time of the exercise of the right of redemption (and if and to the extent required at such time), the Issuer complies with the FSA’s main Pillar 1 rules applicable to it and other BIPRU firms (within the meaning of the FSA’s General Prudential Sourcebook) and will continue to do so after the redemption of the notes. In addition, any redemption of the notes on or following the fifth anniversary of the Settlement Date but prior to their scheduled Maturity Date, under the practice of the FSA prevailing as of the date of this term sheet, would be subject to the Issuer providing to the FSA, at least one month before the Issuer becomes committed to the repayment, notice in writing (in the form required by the FSA) of the proposed repayment, detailing how, following such repayment, the Issuer will (1) continue to meet its capital resources requirement and (2) have sufficient overall financial resources, including capital and liquidity resources which are adequate both as to the amount and quality, to ensure that there is no significant risk that the Issuer’s liabilities cannot be met as they fall due.

Capital Adequacy Trigger Event		A “Capital Adequacy Trigger Event” shall occur if the CET1 Ratio (as defined in the prospectus supplement) as of any Quarterly Financial Period End Date (as defined in the prospectus supplement) or Extraordinary Calculation Date(as defined in the prospectus supplement), as the case may be, is less than 7.00% on such date.


Automatic Transfer upon a Capital Trigger Event		If a Capital Adequacy Trigger Event occurs as of any Quarterly Financial Period End Date or Extraordinary Calculation Date, as the case may be, then, except as more fully described in the prospectus, an Automatic Transfer (as defined in the prospectus supplement) to Barclays PLC (or a successor holding company of the Issuer or other entity within the Group (as defined in the prospectus supplement)) will occur on the business day immediately following the expiration of the Suspension Period (as defined in the prospectus supplement) for nil consideration. Any Automatic Transfer will result in the Pre-Transfer Holders (as defined in the prospectus supplement) not having any rights against the Issuer with respect to repayment of the principal amount of the notes that has not become due or the payment of interest on such notes for any period from (and including) the interest payment date falling immediately prior to the occurrence of such Automatic Transfer. As a result, the Pre-Transfer Holders will lose their entire investment in the notes. Prior to the date on which an Automatic Transfer occurs, the Issuer will give an Automatic Transfer Notice to the trustee and the Pre-Transfer Holders via The Depository Trust Company (“DTC”). Following the receipt of such notice by DTC and the commencement of the Suspension Period, DTC shall suspend all clearance and settlement of the notes. As a result, Pre-Transfer Holders will not be able to settle the transfer of any notes from the commencement of the Suspension Period, and any sale or other transfer of the notes that a Pre-Transfer Holder may have initiated prior to the commencement of the Suspension Period that is scheduled to settle during the Suspension Period will be rejected by DTC and will not be settled within DTC. Each purchaser of the notes by its acquistion of the notes and as a holder of notes: (1) consents to the Automatic Transfer of its notes (including any beneficial interest therein) following the occurrence of a Capital Adequacy Trigger Event and authorizes, directs and requests DTC to take any and all actions necessary to effectuate the transfer of its notes (and any beneficial interest therein) pursuant to the Automatic Transfer without any further action or direction on its part; and. (2) (i) agrees to all of the terms and conditions of the notes, including without limitation those related to the occurrence of a Capital Adequacy Trigger Event and any related Automatic Transfer, (ii) agrees that effective upon, and following, the occurrence of the Automatic Transfer, other than with respect to payments that have become due and payable prior to such Automatic Transfer, no amount shall be due and payable to such purchaser under the notes, and such purchaser shall not have the right to give a direction to the trustee with respect to the Capital Adequacy Trigger Event and any related Automatic Transfer and (iii) waives to the extent permitted by the Trust Indenture Act, any claim against the trustee arising out of its acceptance of its trusteeship for the notes, including, without limitation, claims related to or arising out of or in connection with a Capital Adequacy Trigger Event and/or an Automatic Transfer.

Denominations:		USD 200,000 and integral multiples of USD 1,000 in excess thereof

ISIN/CUSIP:		US06740L8C27 / 00000X0X0

Documentation:		To be documented under the Issuer’s SEC registered shelf

Clearing		DTC

Listing:		London

The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (SEC) for this offering. Before you invest, you should read the prospectus for this offering in that registration statement, and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online database (XXXXX^®) at xxx.xxx.xxx. Alternatively, you may obtain a copy of the prospectus from Barclays Capital Inc. by calling 0-000-000-0000, Citigroup Global Markets Inc. at 1- 800- 831- 9146, Credit Suisse Securities (USA) LLC at x0-000-000-0000, Deutsche Bank Securities Inc. at 1-800-503-4611 or Xxxxxx Xxxxxxx & Co. LLC at 0-000-000-0000

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