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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934
November 21, 2012

Barclays PLC and Barclays Bank PLC


(Names of Registrants) 1 Churchill Place London E14 5HP England
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F

Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Indicate by check mark whether the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (NO. 333-169119) OF BARCLAYS BANK PLC AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

This Report is a joint Report on Form 6-K filed by Barclays PLC and Barclays Bank PLC. All of the issued ordinary share capital of Barclays Bank PLC is owned by Barclays PLC. The Report comprises the following:
Exhibit No. Description

1.1 1.2 4.1 4.2 4.3 5.1 5.2 8.1 8.2

Underwriting AgreementStandard Provisions, dated as of October 6, 2010 (incorporated by reference to Exhibit 1.1 to the Form 6-K filed by Barclays Bank PLC on October 14, 2010). Pricing Agreement between Barclays Bank PLC and Barclays Capital Inc., dated November 14, 2012. Dated Subordinated Debt Securities Indenture, dated as of October 12, 2010, between Barclays Bank PLC and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 6-K filed by Barclays Bank PLC on October 14, 2010). First Supplemental Indenture, dated as of November 21, 2012, between Barclays Bank PLC and The Bank of New York Mellon. The form of Global Note for the 7.625% Contingent Capital Notes due November 2022 (incorporated by reference to Exhibit A to Exhibit 4.2 above). Opinion of Sullivan & Cromwell LLP, U.S. counsel to Barclays Bank PLC, as to the validity of the securities. Opinion of Clifford Chance LLP, English counsel to Barclays Bank PLC, as to the validity of the securities. Opinion of Sullivan & Cromwell LLP, U.S. counsel to Barclays Bank PLC, as to certain matters of U.S. taxation. Opinion of Clifford Chance LLP, English counsel to Barclays Bank PLC, as to certain matters of United Kingdom taxation (included in Exhibit 5.2 above).

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BARCLAYS PLC (Registrant) Date: November 21, 2012 By: /s/ Patrick Gonsalves Name: Patrick Gonsalves Title: Deputy Secretary

BARCLAYS BANK PLC (Registrant) Date: November 21, 2012 By: /s/ Patrick Gonsalves Name: Patrick Gonsalves Title: Joint Secretary Exhibit 1.2 Pricing Agreement 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 AgreementStandard 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 Act 2000. 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/ Steven Penketh Name: Steven Penketh 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/ Justin DErcole Name: Justin DErcole Title: Managing Director Pricing Agreement

SCHEDULE I
Principal Amount of the Notes

Underwriter Barclays Capital Inc. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. Morgan Stanley & Co. LLC ABN AMRO Securities (USA) LLC Banca IMI S.p.A. Banco Bilbao Vizcaya Argentaria, S.A. BNP Paribas Securities Corp. Danske Bank A/S ING Bank N.V. Belgian Branch Lloyds TSB Bank plc Mediobanca Banca di Credito Finanziario S.p.A. Merrill Lynch, Pierce, Fenner & Smith Incorporated Mitsubishi UFJ Securities (USA) 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. Wells Fargo Securities, LLC Total I-1 $ 1,650,270,000 $ 225,000,000 $ 225,000,000 $ 225,000,000 $ 225,000,000 $ 23,670,000 $ 23,670,000 $ 23,670,000 $ 23,670,000 $ 23,670,000 $ 23,670,000 $ 23,670,000 $ 23,670,000 $ 23,670,000 $ 23,670,000 $ 23,670,000 $ 23,670,000 $ 23,670,000 $ 23,670,000 $ 23,670,000 $ 23,670,000 $ 23,670,000 $ 23,670,000 $ 23,670,000 $ 3,000,000,000

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, Morgan Stanley & 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 15th 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; 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); 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

(b)

(ii)

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, One Silk Street, London EC2Y 8HQ, United Kingdom. Name and address of Representative: Designated Representative: Barclays Capital Inc. Address for Notices: Barclays Capital Inc. 745 Seventh Avenue New York, NY 10019 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 Act 2000 (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


Marketing Deck

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 (EDGAR) on the SECs website at (http://www.sec.gov). The prospectus dated August 31, 2010 is available under the following link: http://www.sec.gov/Archives/edgar/data/312070/000119312510201448/df3asr.htm . The preliminary prospectus supplement dated on or about November 6, 2012 is available under the following link: http://www.sec.gov/edgar.shtml. Alternatively, you may obtain a copy of the prospectus and the preliminary prospectus supplement from Barclays Capital Inc. by calling 1-888-603-5847. 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 Act 2000 (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 Barclays 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 Barclays 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.

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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 informationRisk 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 Groups 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 Groups 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 Groups 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.

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1. Rationale for Contingent Capital Notes

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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 UK regulators regarding the role of contingent capital for UK banks, Barclays is undertaking a 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 in issuing contingent capital at this time have included: - Desire to proactively implement our Basel 3 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 Groups 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 to a Trigger Event), CCNs will rank pari passu with all of Barclays outstanding Lower T2 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 (http://www.bankofengland.co.uk/publications/Documents/records/fpc/pdf/2012/record1209.pdf ), and FSA announcement on 26 October 2012 (http://www.fsa.gov.uk/about/what/international/basel/crd/ccr_crd/transitional-provisions) 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
16.9% Total Capital Ratio
3.2% 11.9bn T2 2.5% 9.5bn T1 (traditional)

17.0% Total Capital Ratio

Barclays target capital structure embraces requirements for GSIFI banks under CRD IV and ICB 17% PLAC proposals The target structure opposite anticipates:

5% T2/ Senior unsecured 2% Prospective CCNs

1.5% AT1 1.5% Internal Buffer 2.0% G-SIFI

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 1 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:

11.2% 42.5bn CT1

2.5% Capital conservation buffer

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

4.5% Equity

Given transition rules on Barclays outstanding T1 stock, AT1 is currently an inefficient choice for CCNs at the current time

Barclays Q3 2012 Capital Structure (Basel 2.5)


1 2

Barclays Target CRD IV / ICB Capital Structure

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

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2. Capital Ratios and Trigger Events

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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
(in bn) CT1 Capital (Sep-12 Actual) CRD IV impact to CT1 Capital CT1 Capital (under FSA 2009 definition) Sep-12 RWAs Operational Risk and Slotting (Q4-12) RWAs (post Operational Risk & Slotting) CRDIV impact to RWAs: Credit Valuation Adjustment (CVA) Securitisation Other Gross impact Planned Management actions to Reduce RWAs Net Impact of CRDIV RWAs (post CRD IV) CT1 Ratio CT1 Capital (under FSA 2009 definition) Add-Back Intangible Assets Deduction CET1 under CRD IV Transitional CET1 Ratio Reported Sep-12 42.5 42.5 379 Pro forma Dec-12 42.9 42.9 379 15 394 Pro forma Jan-13 42.9 1.3 44.2 379 15 394 46 39 23 108 (17) 91 485 11.2% 42.5 10.9% 42.9 9.1% 44.2 7.6 51.8 10.7% Pro forma Dec-13 47.2 1.3 48.5 379 15 394 46 39 23 108 (38) 71 464 10.4% 48.5 7.6 56.1 12.1%

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 8 | Contingent Capital Notes | 6 November 2012

CT1 and CET1 Calculation For Illustrative Purposes Only


On 26 October 2012, FSA published a press release setting out how it intends to transition CRD IV 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)
CT1 & CET1 Illustrative Calculation (assuming static RWAs from 1 January 2013)
CT1 CET1
Trigger Event Reference Point - Deduction of Goodwill + Other increasing 20% each year from 2014 to 2018

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 1 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

CRD IV RWA Net impact of CRD IV (RWA + Goodwill treatment)

Deduction of Other + Other increasing 20% each year from 2014 to 2018

Convergence on 1 January 2018

CRD IV CET1
1

FSA CT1 ratio

http://www.fsa.gov.uk/about/what/international/basel/crd/ccr_crd/transitional-provisions Note: see slides 20 & 21 for underlying assumptions 9 | Contingent Capital Notes | 6 November 2012

Historic Organic Capital Generation


Our financial strength continues to serve us well in the current environment and remains a core component of our strategy going forward
Basel 2 bn Basel 2.5 Basel 2 Basel 2.5

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)
1

non-IFRS measure

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Strategic Review
Investors should note that the Boards strategic review of the business is ongoing; the results of which will not be communicated to the market until 12 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 of equity on a Basel 3 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 of quality of assets on 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 Salz Review of Business Practices was commissioned separately by the Board to: Assess the banks 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 banks 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. www.salzreview.com Its findings will be publically reported in Spring 2013 and its recommendations implemented thereafter

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3. Q3 2012 Results Highlights

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Latest Financial Highlights (as at 30 September 2012)


These results demonstrate that we continue to have good momentum in our businesses despite the difficulties we faced through this period (A. Jenkins, Chief Executive)
2012 (m) 22,347 (2,657) 2011 (m) 22,300 (2,851) Change (%) -

Nine months ended September Adjusted income Impairment charges Adjusted net operating income Adjusted operating expenses Adjusted profit before tax Statutory profit before tax

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 nonperformance 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

(7)

19,690

19,449

(13,832)

(14,441)

(4)

5,954

5,062

18

712

5,066

(86)

Note: Q3 IMS 6K available at http://www.sec.gov (please note 6k disclosures re non IFRS measures) 13 | Contingent Capital Notes | 6 November 2012

Liquidity Pool
Barclays continues to maintain a strong and high-quality liquidity pool that consists exclusively of unencumbered assets
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 170
bn 154 127
12 34 124 99 18 40

152
11 36

14 32

160

Cash & Deposits at Central Banks Government Bonds Other Available Liquidity
43
2 11 30

20 41

81

96

105

FY 2008

FY 2009

FY 2010

FY 2011

H1 2012

Q3 2012

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:
Liquidity pool as a percentage of anticipated net outflows As at 30.06.12 As at 31.12.11 Market-wide 3 months 141% 127% 1 1 Barclays-specific 1 month 115% 107% Combined 1 month 124% 118%

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


1

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

non-IFRS measure

14 | Contingent Capital Notes | 6 November 2012

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
bn
138% 130% 124% 118% 111% Group Loans & Advances to Customers 462 336 420 322 428 346 432 455 366 409 453 Group Deposits from Customers 407 Group Loan to Deposit Ratio

111%

FY 2008

FY 2009

FY 2010

FY 2011

H1 2012

Q3 2012
1

2013-2015 Funding Plan


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% Deposit Funded (as at 30 June 2012)


7% 3% 1% Customer0Deposits Deposits0from0Banks 17% 7% 6% 59% CDs0and0CPs Senior0Unsecured0MTNs Secured0Funding0 Subordinated0Liabilities Other
1

Total: 638bn, made of 262.5bn of wholesale funding and 375.2bn of customer deposits (excluding ABSA) 15 | Contingent Capital Notes | 6 November 2012

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 Bank plc 2012 Rating & Outlook Changes Standard & Poor's Long Term Short Term Stand-Alone Credit Profile (SACP) Moody's Long Term Short Term Bank Financial Strength Ratio (BFSR) Fitch Long Term Short Term Viability Rating DBRS Long Term Short Term AA High (Stable) R-1 High (Stable) AA (Negative) R-1 High (Negative) A (Stable) F1 a A (Stable) F1 a Aa3 (Negative) P-1 C (Stable) A2 (Negative) P-1 C- (Stable) A+ (Stable) A-1 aA+ (Negative) A-1 a1 January 2012 31 October 2012

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

4. Key Terms & Conditions

17 | Contingent Capital Notes | 6 November 2012

Contingent Capital Notes: Key Terms & Conditions


Issuer Expected Issue Ratings Currency / Offering Subordination Maturity Interest Capital Adequacy Trigger Event Barclays Bank PLC BBB-/BBB- (S&P/Fitch) USD / SEC Registered Subordinated,pari passu with existing Lower T2, prior to Trigger Event [To be confirmed] [ ]% (semi-annual) No interest deferral 7% CET1 ratio (CT1 capital before CRD IV adoption date and CET1 capital after the CRD IV adoption date - transitioned as per FSA guidance - divided by risk-weighted assets calculated as per FSA standards applicable on the calculation date) measured on a quarterly basis or on any other date on which the CET1 ratio is calculated and subsequently published as required by the FSA Following a Capital Adequacy Trigger Event, an Automatic Transfer of the Notes will occur such that Holders rights to principal and interest on the Notes is permanently written off and Holders will have no further rights against the Issuer No contractual Point of Non-Viability loss absorption.

Write-off by means of Automatic Transfer No Contractual Loss Absorption at Point of NonViability 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 At price of 100% if fully excluded from Tier 2 Capital USD 200,000, integral amounts of USD 1,000 in excess thereof London New York law, save for subordination which will be governed by English law

Regulatory Call Denominations Listing Governing 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


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

20 | Contingent Capital Notes | 6 November 2012

CRD IV impact on Capital and RWAs (continued)


FSA: CRD IV Transitional Provisions on 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 FSAs 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 IV impacts outlined above) may individually and/or in 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 Steven Penketh +44 (0)20 7773 0125 steven.penketh@barclayscapital.com Jennifer Moreland +44 (0)20 3555 4495 jennifer.moreland@barclays.com

Investor Relations Charlie Rozes +44 (0)20 7116 5752 charlie.rozes@barclays.com Richard Caven +44 (0)20 7116 2809 richard.caven@barclays.com

Debt Capital Market Peter Jurdjevic +44 (0)20 3134 8708 peter.jurdjevic@barclays.com Dan Fairclough +44 (0)20 3134 8618 daniel.fairclough@barclays.com

Website http://group.barclays.com/about-barclays/investor-relations#debt-investors

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: Expected Issue Ratings: Status: Legal Format: Principal Amount: Trade Date: Settlement Date: Maturity Date: Coupon: Interest Payment Dates: Day Count Convention: Business Days: Benchmark Treasury: Spread to Benchmark: Reoffer Yield: Price to Public: Estimated Underwriter Compensation: Estimated net proceeds: Principal Redemption: Joint Bookrunners: Barclays Bank PLC BBB- (S&P), BBB- (Fitch) Dated Subordinated Debt SEC registered USD 3,000,000,000 November 14, 2012 November 21, 2012 November 21, 2022 7.625% Semi-annually on May 21 and November 21 in each year up to and including the Maturity Date, commencing on May 21, 2013 30/360, following unadjusted New York, London UST 1.625% November 15, 2022 +603 bps 7.625% 100.000% 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. USD 2,940,000,000 100.000% Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Morgan Stanley & 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., Merrill Lynch, Pierce, Fenner & Smith 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., Wells Fargo Securities International Limited 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 Issuers 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 Groups 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.

Regulatory Event Redemption:

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 entitys) 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 FSAs main Pillar 1 rules applicable to it and other BIPRU firms (within the meaning of the FSAs 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 Issuers 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: ISIN/CUSIP: Documentation: Clearing Listing:

USD 200,000 and integral multiples of USD 1,000 in excess thereof US06740L8C27 / 06740L8C2 To be documented under the Issuers SEC registered shelf DTC 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 (EDGAR) at www.sec.gov. Alternatively, you may obtain a copy of the prospectus from Barclays Capital Inc. by calling 1-888-603-5847, Citigroup Global Markets Inc. at 1- 800- 831- 9146, Credit Suisse Securities (USA) LLC at +1-800-221-1037, Deutsche Bank Securities Inc. at 1-800-5034611 or Morgan Stanley & Co. LLC at 1-866-718-1649 Exhibit 4.2

BARCLAYS BANK PLC, Issuer and THE BANK OF NEW YORK MELLON, Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of November 21, 2012 To the Indenture, dated as of October 12, 2010, Between Barclays Bank PLC, Issuer and The Bank of New York Mellon, Trustee $3,000,000,000 7.625% Contingent Capital Notes due November 2022

BARCLAYS BANK PLC Reconciliation and tie between Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, and this First Supplemental Indenture, dated as of November 21, 2012.
Trust Indenture Act Section Indenture Section*

310 (a)(1) (a)(2) (a)(3) (a)(4) (b) (c) 311 (a) (b) (c) 312 (a) (b) (c) 313 (a) (b) (c) (d) 314 (a) (b) (c)(1) (c)(2) (c)(3) (d) (e) (f) 315 (a) (b) (c) (d)(1) (d)(2) (e) 316 (a)(1)(A) (a)(1)(B) (a)(2) (a)(last sentence) (b) * Section numbers refer to the Base Indenture unless otherwise indicated. -i-

6.09 6.09 Not Applicable Not Applicable 6.08, 6.10 Not Applicable 6.13 6.13 Not Applicable 7.01, 7.02(a) 7.02(b) 7.02(c) 7.03(a) 7.03(a) 1.06, 7.03(a) 7.03(b) 7.04 Not Applicable 1.02 1.02 Not Applicable Not Applicable 1.02 Not Applicable 6.01, 6.03 6.02 5.04, 6.01 6.01, 6.03 6.01, 6.03 5.14 5.02, 5.12 5.13 Not Applicable 1.01 5.08

317 (a)(1) (a)(2) (b) 318 (a)

3.02 of First Supplemental Indenture 5.04 10.03 1.07

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of this First Supplemental Indenture or the Dated Subordinated Debt Securities Indenture. - ii -

TABLE OF CONTENTS
Page

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01 SECTION 1.02 SECTION 1.03 SECTION 1.04 SECTION 1.05 Definitions Effect of Headings Separability Clause Benefits of Instrument Relation to Base Indenture ARTICLE II $3,000,000,000 7.625% CONTINGENT CAPITAL NOTES DUE NOVEMBER 2022 SECTION 2.01 SECTION 2.02 SECTION 2.03 SECTION 2.04 SECTION 2.05 SECTION 2.06 SECTION 2.07 Creation of Series; Establishment of Form Interest Payment of Principal, Interest and Other Amounts Optional Tax Redemption Regulatory Event Redemption Limitations on Redemption Automatic Transfer upon Capital Adequacy Trigger Event ARTICLE III DEFAULTS AND REMEDIES SECTION 3.01 SECTION 3.02 Events of Default Defaults, Collection of Indebtedness and Suits for Enforcement by Trustee ARTICLE IV SUBORDINATION SECTION 4.01 Notes Subordinate to Claims of Senior Creditors ARTICLE V ADDITIONAL AMOUNTS SECTION 5.01 Additional Amounts - iii 19 18 15 15 6 7 8 8 9 10 11 2 6 6 6 6

ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.01 SECTION 6.02 SECTION 6.03 SECTION 6.04 SECTION 6.05 SECTION 6.06 SECTION 6.07 Effectiveness Original Issue Ratification and Integral Part Priority Successors and Assigns Counterparts Governing Law 21 21 21 21 21 21 21 A-1 B-1 C-1 - iv -

EXHIBIT A Form of Global Note EXHIBIT B Form of Automatic Transfer Notice EXHIBIT C Form of Capital Adequacy Trigger Event Officers Certificate

FIRST SUPPLEMENTAL INDENTURE, dated as of November 21, 2012 (the First Supplemental Indenture) between BARCLAYS BANK PLC, a public limited company registered in England and Wales (herein called the Company), having its registered office at 1 Churchill Place, London E14 5HP, United Kingdom and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee (herein called the Trustee), having its Corporate Trust Office at 101 Barclay Street, New York, New York 10286, to the DATED SUBORDINATED DEBT SECURITIES INDENTURE, dated as of October 12, 2010 between the Company and the Trustee, as amended from time to time (the Base Indenture and, together with this First Supplemental Indenture, the Indenture). RECITALS OF THE COMPANY WHEREAS, the Company and the Trustee are parties to the Base Indenture, which provides for the issuance by the Company from time to time of Dated Subordinated Debt Securities in one or more series; WHEREAS, Section 9.01(f) of the Base Indenture permits supplements thereto without the consent of Holders of Dated Subordinated Debt Securities to establish the form or terms of Dated Subordinated Debt Securities of any series as permitted by Sections 2.01 and 3.01 of the Base Indenture; WHEREAS, as contemplated by Section 3.01 of the Base Indenture, the Company intends to issue a new series of Dated Subordinated Debt Securities to be known as the Companys $3,000,000,000 7.625% Contingent Capital Notes due November 2022 (the Notes) under the Indenture; WHEREAS, the Company has taken all necessary corporate action to authorize the execution and delivery of this First Supplemental Indenture; NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and the other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Trustee mutually agree as follows with regard to the Notes: -1-

ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 1.01 Definitions. Except as otherwise expressly provided or unless the context otherwise requires, all terms used in this First Supplemental Indenture that are defined in the Base Indenture shall have the meanings ascribed to them in the Base Indenture. The following terms used in this First Supplemental Indenture have the following respective meanings with respect to the Notes only: Additional Amounts has the meaning set forth in Section 5.01(a). Automatic Transfer means the automatic transfer of interests in the Notes from the Pre-Transfer Holders to the Parent (or another entity within the Group), for nil consideration, prior to the Stated Maturity, in accordance with the provisions of this First Supplemental Indenture. Automatic Transfer Notice means the written notice delivered by the Company to the Trustee and the Pre-Transfer Holders via DTC (or, if the Notes are held in definitive form, the Trustee), in the form hereto attached as Exhibit B, specifying that a Capital Adequacy Trigger Event has occurred and that an Automatic Transfer shall therefore take place. Base Indenture has the meaning set forth in the Recitals. Business Day means any weekday, other than one on which banking institutions are authorized or obligated by law or executive order to close in London, England, or in New York City. Capital Adequacy Trigger Event means the CET1 Ratio as of any Quarterly Financial Period End Date or Extraordinary Calculation Date, as the case may be, is less than 7.00% on such date. Capital Adequacy Trigger Event Officers Certificate has the meaning set forth in Section 2.07(e). CET1 Capital means (i) as of any Quarterly Financial Period End Date or Extraordinary Calculation Date that falls before the CRD IV Adoption Date, the sum, expressed in pounds sterling, of all amounts that constitute core tier 1 capital of the Group as of such date, less any deductions from core tier 1 capital required to be made as of such date, in each case as calculated by the Parent on a consolidated basis in accordance with the capital adequacy standards and guidelines of the FSA applicable to the Group on such Quarterly Financial Period End Date or Extraordinary Calculation Date, as the case may be (which -2-

calculation shall be binding on the Trustee, the Holders and the Pre-Transfer Holders), and (ii) as of any Quarterly Financial Period End Date or Extraordinary Calculation Date that falls on or after the CRD IV Adoption Date, the sum, expressed in pounds sterling, of all amounts that constitute common equity tier 1 capital of the Group as of such date, less any deductions from common equity tier 1 capital required to be made as of such date, in each case as calculated by the Parent on a consolidated basis in accordance with the capital adequacy standards and guidelines of the FSA applicable to the Group on such Quarterly Financial Period End Date or Extraordinary Calculation Date, as the case may be (which calculation shall be binding on the Trustee, the Holders and the Pre-Transfer Holders). For the avoidance of doubt, the term core tier 1 capital as used in this definition shall have the meaning assigned to such term in the capital adequacy standards and guidelines of the FSA (as supplemented by any published statement or guidance given by the FSA from time to time, including, for the avoidance of doubt, the guidance provided by the FSA on May 1, 2009 in its letter to the British Bankers Association regarding the Definition of Core Tier 1 Capital) and common equity tier 1 capital as used in this definition shall have the meaning assigned to such term in CRD IV as interpreted and applied in accordance with the capital adequacy standards and guidelines of the FSA from time to time, but subject always to the transitional arrangements thereunder as interpreted by the FSA pursuant to its press release of October 26, 2012 entitled CRD IV transitional provisions on capital resources. CET1 Ratio means, as of any Quarterly Financial Period End Date or Extraordinary Calculation Date, as the case may be, the ratio of CET1 Capital as of such date to the Risk Weighted Assets as of the same date, expressed as a percentage. Code means the U.S. Internal Revenue Code of 1986, as amended. Company has the meaning set forth in the first paragraph of this First Supplemental Indenture, and includes any successor entity. CRD IV means the legislative package consisting of the Directive and the Regulation of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms, the first drafts of which were published by the European Commission on July 20, 2011. CRD IV Adoption Date means the date on which the Regulation that forms part of CRD IV is deemed to take effect in the United Kingdom according to the terms of such Regulation. Dated Debt Senior Claims has the meaning set forth in Section 4.01(b). -3-

DTC means The Depository Trust Company, or any successor clearing system. Extraordinary Calculation Date means any Business Day (other than a Quarterly Financial Period End Date) on which the CET1 Ratio is calculated upon the instruction of the FSA. FATCA Withholding Tax has the meaning set forth in Section 5.01(b). Financial Services Authority or FSA means the Financial Services Authority of the United Kingdom or such other governmental authority in the United Kingdom (or if the Company becomes domiciled in a jurisdiction other than the United Kingdom, such other jurisdiction) having primary responsibility for the prudential supervision of the Company. First Supplemental Indenture has the meaning set forth in the Recitals. Group means the Parent and its consolidated subsidiaries. Indenture has the meaning set forth in the first paragraph of this First Supplemental Indenture. Interest Payment Date has the meaning specified in Section 2.02(a). Issue Date has the meaning specified in Section 2.01(f). Notes has the meaning set forth in the Recitals. Ordinary Reporting Date means each Business Day on which Quarterly Financial Information is published by the Parent. Parent means Barclays PLC, a public limited company registered in England and Wales, or any successor holding company of the Company. Pre-Transfer Holders shall mean (a) if the Notes are in global form, the beneficial owners of the Notes (and any interest therein) prior to the occurrence of the Automatic Transfer and (b) if the Notes are held in definitive form, the holders in whose names the Notes are registered in the Dated Subordinated Debt Security Register and any beneficial owners holding an interest in such Notes held in definitive form, prior to the occurrence of the Automatic Transfer. Prospectus Supplement means the prospectus supplement with respect to the Notes, dated November 14, 2012. Quarterly Financial Information means the financial information of the Group in respect of a fiscal quarter that is contained in the principal financial -4-

report for such fiscal quarter published by the Parent. As of the date of this First Supplemental Indenture, the principal financial reports published by the Parent with respect to each fiscal quarter are: (i) the Q1 interim management statement in respect of the first fiscal quarter, (ii) the interim results announcement in respect of the first half of the year (including the second fiscal quarter), (iii) the Q3 interim management statement in respect of the first nine (9) months of the year (including the third fiscal quarter) and (iv) the results announcement in respect of the full year (including the fourth fiscal quarter). Quarterly Financial Period End Date means the last day of each fiscal quarter. Regular Record Date means the fifteenth (15th) calendar day preceding each Interest Payment Date, whether or not such day is a Business Day. Regulatory Event has the meaning set forth in Section 2.05(a). Risk Weighted Assets means, as of any Quarterly Financial Period End Date or Extraordinary Calculation Date, as the case may be, the aggregate amount, expressed in pounds sterling, of the risk weighted assets of the Group as of such date, as calculated by the Parent on a consolidated basis in accordance with the capital adequacy standards and guidelines of the FSA applicable to the Group on such date (which calculation shall be binding on the Trustee, the Holders and the Pre-Transfer Holders). For the avoidance of doubt, the term risk weighted assets as used in this definition shall have the meaning assigned to such term in the capital adequacy standards and guidelines of the FSA applicable to the Group on the relevant Quarterly Financial Period End Date or Extraordinary Calculation Date, as the case may be. Senior Creditors means creditors of the Company (i) who are depositors and/or other unsubordinated creditors of the Company; or (ii) who are subordinated creditors of the Company (whether as aforesaid or otherwise) other than those whose claims by law rank, or by their terms are expressed to rank, pari passu with or junior to the claims of the Holders of the Notes. Stated Maturity has the meaning set forth in Section 2.01(g). Suspension Period means the period of five (5) Business Days (or such other period as DTC shall determine in accordance with its rules and procedures) commencing on the Business Day immediately following the date on which the Automatic Transfer Notice is received by DTC; except that such period may commence on the second Business Day immediately following the date on which the Automatic Transfer Notice is received by DTC, if DTC so determines in its discretion in accordance with its rules and procedures. -5-

Tax Event has the meaning set forth in Section 2.04(a). Taxes has the meaning set forth in Section 5.01(a). Taxing Jurisdiction has the meaning set forth in Section 5.01(a). Trustee has the meaning set forth in the first paragraph of this First Supplemental Indenture. SECTION 1.02 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 1.03 Separability Clause. In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 1.04 Benefits of Instrument. Nothing in this First Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under the Indenture. SECTION 1.05 Relation to Base Indenture. This First Supplemental Indenture constitutes an integral part of the Base Indenture. Notwithstanding any other provision of this First Supplemental Indenture, all provisions of this First Supplemental Indenture are expressly and solely for the benefit of the Holders and Pre-Transfer Holders of the Notes and any such provisions shall not be deemed to apply to any other Dated Subordinated Debt Securities issued under the Base Indenture and shall not be deemed to amend, modify or supplement the Base Indenture for any purpose other than with respect to the Notes. ARTICLE II $3,000,000,000 7.625% CONTINGENT CAPITAL NOTES DUE NOVEMBER 2022 SECTION 2.01 Creation of Series; Establishment of Form. (a) There is hereby established a new series of Dated Subordinated Debt Securities under the Base Indenture entitled the $3,000,000,000 7.625% Contingent Capital Notes due November 2022. -6-

(b) The Notes shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and delivered in substantially the form attached hereto as Exhibit A. (c) The Company shall issue the Notes in an aggregate principal amount of $3,000,000,000. The Company may from time to time, without the consent of the Holders of the Notes, issue additional Notes having the same terms as to status, redemption or otherwise as the Notes, except for the price to public and date of issue. Any such additional Notes subsequently issued shall rank equally and ratably with the Notes in all respects, so that such further Notes shall be consolidated and form a single series with the Notes. (d) Any proposed transfer of an interest in Notes held in the form of a Global Security shall be effected through the book-entry system maintained by DTC. (e) The Notes shall not have a sinking fund. (f) The Notes shall be issued on November 21, 2012 (the Issue Date). (g) The stated maturity of the principal of the Notes shall be November 21, 2022 (the Stated Maturity). (h) The Outstanding principal amount of the Notes shall accrue interest at a rate equal to 7.625% per annum, as provided in Section 2.02(a). (i) The Notes shall be issued in denominations of USD 200,000 in principal amount and integral multiples of USD 1,000 in excess thereof. The denominations cannot be changed without the consent of the Trustee. SECTION 2.02 Interest. (a) The Notes shall accrue interest at a rate equal to 7.625% per annum, payable in two equal semi-annual installments in arrear on May 21 and November 21 of each year (each, an Interest Payment Date), commencing on May 21, 2013; provided that if such Interest Payment Date is not a Business Day, the Interest Payment Date shall be postponed to the next Business Day, and no further interest or other payment shall be owed or made in respect of such delay. Interest on the Notes shall be computed and payable on the basis of two equal semi-annual installments in arrear and, for any other period, computed on the basis of a year of 360 days consisting of twelve (12) months of thirty (30) days each and, in the case of an incomplete month, the actual number of days elapsed. Interest shall accrue from (and including) the Issue Date or from (and including) the most recent Interest Payment Date to which interest has been -7-

paid or duly provided for, as the case may be, to (but excluding) the following Interest Payment Date. The provisions of Section 3.07(a) of the Base Indenture shall not apply to the Notes. (b) The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name the relevant Note (or any Predecessor Security) is registered at the close of business on the Regular Record Date for such interest. SECTION 2.03 Payment of Principal, Interest and Other Amounts. Payments of principal of and interest on the Notes shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts and such payments on Notes represented by a Global Security shall be made through one or more Paying Agents appointed under the Base Indenture to DTC or its nominee, as the Holder of the Global Security. Initially, the Paying Agent and the Dated Subordinated Debt Security Registrar for the Notes shall be The Bank of New York Mellon, 101 Barclay Street, New York, New York 10286. The Company may change the Paying Agent or Dated Subordinated Debt Security Registrar without prior notice to the Holders of the Notes, and in such an event the Company may act as Paying Agent or Dated Subordinated Debt Security Registrar. Payments of principal of and interest on the Notes represented by a Global Security shall be made by wire transfer of immediately available funds; provided, however, that in the case of payments of principal, such Global Security is first surrendered to the Paying Agent. SECTION 2.04 Optional Tax Redemption. With respect to the Notes only, this Section 2.04 hereby amends Section 11.08 of the Base Indenture in its entirety, and references in the Base Indenture to Section 11.08 thereof shall be to such Section as amended by this Section 2.04. (a) Subject to the limitations specified in Section 2.06 of this First Supplemental Indenture, the Company may, at the Companys option, redeem the Notes, in whole but not in part, upon not less than thirty (30) days nor more than sixty (60) days notice to the Trustee and the Holders, at a redemption price equal to 100% of the principal amount of the Notes then Outstanding, together with any accrued but unpaid interest to (but excluding) the date fixed for redemption, if the Company determines that as a result of any change in, or amendment to, the laws or regulations of a Taxing Jurisdiction, including any treaty to which the relevant Taxing Jurisdiction is a party, or a change in an official application or interpretation of those laws or regulations, including a decision of any court or tribunal, which becomes effective on or after the Issue Date (and, in the case of a successor entity, which becomes effective on or after the date of that entitys assumption of the Companys obligations): -8-

(i) the Company would be required to pay Additional Amounts to Holders; (ii) the Company would not be entitled to claim a deduction in respect of any payments in computing the Companys taxation liabilities or the amount of the deduction would be materially reduced; or (iii) the Company would not, as a result of the Notes being in issue, be able to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which the Company is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as at the Issue Date or any similar system or systems having like effect as may from time to time exist) (each of (i), (ii) and (iii) above, a Tax Event); provided, however, that the Notes may only be redeemed pursuant to this Section 2.04 if (i) the circumstance that entitles the Company to exercise such right of redemption of the Notes was not in the Companys opinion reasonably foreseeable at the Issue Date and (ii) in the case of each Tax Event, such obligation cannot be avoided by the Company taking reasonable measures available to the Company. (b) Prior to the delivery of any notice of redemption pursuant to this Section 2.04, the Company shall deliver to the Trustee an opinion of independent counsel of recognized standing, chosen by the Company, in a form satisfactory to the Trustee confirming that the Company is entitled to exercise its right of redemption. (c) The notice provided to Holders in accordance with this Section 2.04 (which notice shall be irrevocable) shall specify the date fixed for such redemption. (d) Upon the expiry of the notice period described in (a) above, the Company shall be bound to redeem the Notes accordingly. (e) Any successor entity that assumes the obligations of the Company pursuant to Section 8.03 of the Base Indenture shall also be entitled to redeem the Notes in accordance with this Section 2.04 with respect to any change or amendment to, or change in the application or interpretation of the laws or regulations (including any treaty) of the successor entitys jurisdiction of incorporation, which becomes effective on or after the date of that entitys assumption of the Companys obligations. SECTION 2.05 Regulatory Event Redemption. (a) Subject to the limitations specified in Section 2.06 of this First Supplemental Indenture, the Company may, at the Companys option, redeem the Notes, in whole but not in part, upon not less than thirty (30) nor more than sixty (60) days notice to the Trustee and the Holders, at a redemption price equal to 100% of the -9-

principal amount of the Notes then Outstanding, together with any accrued but unpaid interest to (but excluding) the date fixed for redemption, if (i) the Company determines that for any reason the Notes are fully excluded from the Groups Tier 2 Capital within the meaning and for 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 (a Regulatory Event); provided, however, that the circumstance that entitles the Company to exercise such right of redemption of the Notes was not (in the Companys opinion) reasonably foreseeable at the Issue Date. (b) The notice provided to Holders in accordance with this Section 2.05 (which notice shall be irrevocable) shall specify the date fixed for such redemption. (c) Upon the expiry of the notice period described in (a) above, the Company shall be bound to redeem the Notes accordingly. SECTION 2.06 Limitations on Redemption. (a) The Company may redeem the Notes pursuant to Sections 2.04 and 2.05 prior to the fifth (5th) anniversary of the Issue Date only: (i) with the prior approval of the FSA; (ii) if the circumstance that entitles the Company to exercise that right of redemption is the result of a change in the applicable tax treatment or regulatory classification of the Notes as described in Section 2.04 and Section 2.05 above; and (iii) if at the time of the exercise of the right of redemption (and if and to the extent required at such time), the Company complies with the FSAs main Pillar 1 rules applicable to the Company and other BIPRU firms (within the meaning of the FSAs General Prudential Sourcebook) and shall continue to do so after the redemption of the Notes. (b) In addition, any redemption of the Notes on or after the fifth (5th) anniversary of the Issue Date but prior to the Stated Maturity, under the practice of the FSA prevailing as of the date of this First Supplemental Indenture (which practice the FSA may change), would be subject to the Company providing to the FSA, at least one month before the Company 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 Company shall (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 Companys liabilities cannot be met as they fall due. - 10 -

SECTION 2.07 Automatic Transfer upon Capital Adequacy Trigger Event. (a) Special Transfer Procedures if Notes are Held through DTC. Subject to Section 2.07(d) below, if a Capital Adequacy Trigger Event has occurred as of any Quarterly Financial Period End Date or Extraordinary Calculation Date, as the case may be, the Company shall deliver an Automatic Transfer Notice to the Pre-Transfer Holders via DTC and to the Trustee: (i) in the case of a Capital Adequacy Trigger Event that has occurred as of any Quarterly Financial Period End Date, on or within five (5) Business Days after the relevant Ordinary Reporting Date; and (ii) in the case of a Capital Adequacy Trigger Event that has occurred as of any Extraordinary Calculation Date, on or as soon as practicable after such Extraordinary Calculation Date. The Company shall request that DTC post the Automatic Transfer Notice on its Reorganization Inquiry for Participants System (or such other system as DTC uses for providing notices to holders of securities). The Company and the Trustee acknowledge that, following the receipt of the Automatic Transfer Notice by DTC and the commencement of the Suspension Period, all clearance and settlement of the Notes shall be suspended by DTC for the duration of the Suspension Period. On the Business Day immediately following the expiration of the Suspension Period, the Automatic Transfer shall occur. The Company shall take all reasonable endeavors to facilitate the implementation by DTC of the Automatic Transfer. For the avoidance of doubt, effective upon, and following, the occurrence of the Automatic Transfer, Pre-Transfer Holders shall not have any rights against the Company with respect to repayment of the principal amount of the Notes that has not become due or the payment of interest on the Notes for any period from (and including) the Interest Payment Date falling immediately prior to the occurrence of such Automatic Transfer. By its acquisition of the Notes, each Pre-Transfer Holder shall be deemed to have (i) consented to the Automatic Transfer and acknowledged that the Automatic Transfer of its Notes (including any beneficial interest therein) following a Capital Adequacy Trigger Event may occur without any action on such Pre-Transfer Holders part and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Notes to take any and all necessary action, if required, to effectuate the Automatic Transfer without any further action or direction on the part of such Pre-Transfer Holder. Furthermore, each Pre-Transfer Holder acknowledges that it hereby consents to the Automatic Transfer of its Notes (including any beneficial interest therein) following the occurrence of a Capital Adequacy Trigger - 11 -

Event as described in this First Supplemental Indenture and the Notes and that it hereby authorizes, directs and requests DTC and any direct participant in DTC or other intermediary through which it holds such Notes 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 the part of such Pre-Transfer Holder. (b) Special Transfer Procedures if Notes are Held in Definitive Form. Subject to Section 2.07(d) below and to the extent the Notes are held in definitive form pursuant to Section 3.05 of the Base Indenture, if a Capital Adequacy Trigger Event has occurred as of any Quarterly Financial Period End Date or Extraordinary Calculation Date, as the case may be, the Company shall deliver an Automatic Transfer Notice (as amended to reflect that the Notes are no longer in global form or held through DTC) to the Trustee (and, if different, the Dated Subordinated Debt Security Registrar in respect of the Notes) and to the Pre-Transfer Holders in accordance with the timetables described in Section 2.07(a) above. On the Business Day on which such notice is received by the Trustee or on the Business Day immediately following such receipt, the Trustee and any Dated Subordinated Debt Security Registrar, if applicable, shall cease to register any attempted transfer of any Notes held in definitive form by a Pre-Transfer Holder. On the sixth (6th) Business Day following receipt of the Automatic Transfer Notice by the Trustee and any Dated Subordinated Debt Security Registrar, if applicable, the Automatic Transfer shall occur, any Notes held in definitive form by Pre-Transfer Holders shall be deemed to have been surrendered for transfer to the Parent (or another entity within the Group), and the Company shall execute a new definitive Note. Upon delivery to the Trustee of such new definitive Note executed by the Company, a Company Order requesting the authentication thereof and an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of the Indenture and that the conditions precedent under the provisions of the Indenture to the authentication and delivery of the new definitive Note and the issuance thereof to the Parent (or another entity within the Group) have been satisfied, such new definitive Note shall be authenticated and registered in the name of the Parent (or another entity within the Group). For the avoidance of doubt, effective upon, and following, the occurrence of the Automatic Transfer, Pre-Transfer Holders shall not have any rights against the Company with respect to repayment of the principal amount of the Notes that has not become due or the payment of interest on the Notes for any period from (and including) the Interest Payment Date falling immediately prior to the occurrence of such Automatic Transfer. By its acquisition of the Notes, each Pre-Transfer Holder shall be deemed to have (i) consented to the Automatic Transfer and acknowledged that the Automatic - 12 -

Transfer of its Notes held in definitive form following a Capital Adequacy Trigger Event may occur without any action on such Pre-Transfer Holders part and (ii) authorized, directed and requested the Trustee, the Dated Subordinated Debt Security Registrar, if applicable, and any intermediary through which it holds such Notes to take any and all necessary action, if required, to effectuate the Automatic Transfer without any further action or direction on the part of such Pre-Transfer Holder. Furthermore, each Pre-Transfer Holder acknowledges that it hereby consents to the Automatic Transfer of its Notes held in definitive form following the occurrence of a Capital Adequacy Trigger Event as described in this First Supplemental Indenture and the Notes and that it hereby authorizes, directs and requests the Trustee, the Dated Subordinated Debt Security Registrar, if applicable, and any intermediary through which it holds such Notes to take any and all actions necessary to effectuate the transfer of its Notes held in definitive form pursuant to the Automatic Transfer without any further action or direction on the part of such Pre-Transfer Holder. (c) Notwithstanding anything to the contrary contained in this First Supplemental Indenture or the Notes, once the Company has delivered an Automatic Transfer Notice following the occurrence of a Capital Adequacy Trigger Event, (i) the Pre-Transfer Holders shall have no rights whatsoever under the Indenture or the Notes to instruct the Trustee to take any action whatsoever and (ii) as of the date of the Automatic Transfer Notice, except for any indemnity and/or security provided by any Pre-Transfer Holder in such direction or related to such direction, any direction previously given to the Trustee by any Pre-Transfer Holders shall cease automatically and shall be null and void and of no further effect; except in each case of (i) and (ii) of this Section 2.07(c), with respect to any rights of Pre-Transfer Holders with respect to any payments under the Notes that were due and payable prior to the date of the Automatic Transfer Notice or unless the Trustee is instructed by the Company to act otherwise. (d) For purposes of this Section 2.07, in the event that (i) a court of competent jurisdiction in England (or such other jurisdiction in which the Company is organized) issues an order, or an effective shareholders resolution is validly adopted, for the winding-up of the Company or (ii) following the appointment of an administrator of the Company, the administrator gives notice that it intends to declare and distribute a dividend, and in each such case a Capital Adequacy Trigger Event has not occurred as of the date of such order or the date of such resolution or notice, no subsequent Capital Adequacy Trigger Event shall occur or be deemed to occur. In the event that (i) a court of competent jurisdiction in England (or such other jurisdiction in which the Company is organized) issues an order, or an effective shareholders resolution is validly adopted, for the winding up of the Company or (ii) following the appointment of an administrator of the Company, the administrator gives notice that it intends to declare and distribute a dividend, in each such case after the occurrence of a Capital Adequacy Trigger Event but prior to the occurrence of the Automatic Transfer, such Capital Adequacy Trigger Event shall be deemed not to have occurred, and the Company shall enter into appropriate arrangements with DTC (or make alternative arrangements) to preserve the rights of the - 13 -

Pre-Transfer Holders under the Notes in relation to such winding-up or dividend, which arrangements may include the transfer of the Notes back to the Pre-Transfer Holders to the extent practicable (it being understood that in the event any interests in the Notes shall have been transferred to the Parent (or another entity within the Group) in the circumstances contemplated in this Section 2.07(d), the Parent (or such other entity) shall be deemed to hold any such interests on behalf of the Pre-Transfer Holders), and the Pre-Transfer Holders may direct the Trustee in accordance with the requirements of Section 5.12 of the Base Indenture. (e) On or (if reasonably practicable) prior to delivering the Automatic Transfer Notice, the Company shall deliver to the Trustee a certificate signed by two Authorized Officers, in the form attached hereto as Exhibit C, specifying that a Capital Adequacy Trigger Event has occurred (the Capital Adequacy Trigger Event Officers Certificate). The Trustee is entitled to conclusively rely on and accept such Capital Adequacy Trigger Event Officers Certificate without any duty whatsoever of further inquiry as sufficient and conclusive evidence of the occurrence of a Capital Adequacy Trigger Event, and such Capital Adequacy Trigger Event Officers Certificate shall be conclusive and binding on the Trustee and the Pre-Transfer Holders. (f) For the avoidance of doubt, after the occurrence of the Automatic Transfer, with the exception of the transfers contemplated in Section 2.07(d) above, no further transfers of the Notes (including beneficial interests therein) shall be permitted other than a transfer of all interests in the Notes to the Company or another entity within the Group. The Company intends to secure the termination of any listing of the Notes on any stock exchange if the Automatic Transfer occurs. (g) All authority conferred or agreed to be conferred by each Pre-Transfer Holder pursuant to this Section 2.07, including the consents given by such Pre-Transfer Holder, shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of such Pre-Transfer Holder. (h) The Trustee shall not be liable with respect to (i) the calculation or accuracy of the CET1 Ratio in connection with the occurrence of a Capital Adequacy Trigger Event and the timing of such Capital Adequacy Trigger Event, (ii) the failure of the Company to post or deliver the underlying CET1 Ratio calculations of a Capital Adequacy Trigger Event to DTC or the Pre-Transfer Holders, (iii) any aspect of the Companys decision to deliver an Automatic Transfer Notice or the related Automatic Transfer or (iv) the adequacy of the disclosure of these provisions in the Prospectus Supplement or for the direct or indirect consequences thereof. (i) By its acquisition of the Notes, each Pre-Transfer Holder (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 - 14 -

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 the Pre-Transfer Holders under the Notes, and the Pre-Transfer Holders 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 the Automatic Transfer. ARTICLE III DEFAULTS AND REMEDIES With respect to the Notes only, Section 5.01 of the Base Indenture shall be amended and restated in its entirety as follows in Section 3.01 hereof and Section 5.03 of the Base Indenture shall be amended and restated in its entirety as follows in Section 3.02 hereof, and references in the Base Indenture to such Sections shall be to such Sections as amended by this First Supplemental Indenture. SECTION 3.01 Events of Default. An Event of Default with respect to the Notes shall result if (i) a court of competent jurisdiction in England (or such other jurisdiction in which the Company may be organized) makes an order for the winding up of the Company which is not successfully appealed within thirty (30) days of the making of such order, or (ii) the shareholders of the Company adopt an effective resolution for the winding up of the Company (other than, in the case of either (i) or (ii) above, under or in connection with a scheme of reconstruction, merger or amalgamation not involving a bankruptcy or insolvency). SECTION 3.02 Defaults, Collection of Indebtedness and Suits for Enforcement by Trustee. (a) A Default with respect to the Notes shall result if the Company does not pay any installment of interest upon, or any part of the principal of any Notes on the date on which the payment is due and payable, whether upon redemption or otherwise, and the failure continues for fourteen (14) days. (b) If an Event of Default or Default occurs and is continuing, and such Event of Default or Default has neither been cured nor waived within a period of fourteen (14) days following the provision of notice of such Event of Default or Default to the Company from the Trustee, the Trustee may at its discretion and without further notice to the Company institute proceedings in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding up of the Company. - 15 -

(c) Failure to make any payment in respect of the Notes shall not be a Default if the payment is withheld or refused either: (i) in order to comply with any fiscal or other law or regulation or with the order of any court of competent jurisdiction, in each case applicable to such payment; or (ii) in case of doubt as to the validity or applicability of any such law, regulation or order, in accordance with advice given as to such validity or applicability at any time before the expiry of the fourteen-day (14-day) period by independent legal advisers acceptable to the Trustee. In this case, however, the Trustee may, by notice to the Company, require the Company to take action, including proceedings for a court declaration, to resolve the doubt, if counsel advises it that the action is appropriate and reasonable. In this situation, the Company shall take the action promptly and be bound by any final resolution of the doubt. If the action results in a determination that the Company can make the relevant payment without violating any law, regulation or order, then the payment shall become due and payable on the expiration of the fourteen-day (14-day) period after the Trustee gives the Company written notice informing the Company of the determination. (d) Subject to applicable law and unless the Notes provide otherwise, claims in respect of any Notes may not be set off, or be the subject of a counterclaim, by the Holder against or in respect of any of its obligations to the Company, and every Holder waives, and shall be treated for all purposes as if it had waived, any right that it might otherwise have to set-off, or to raise by way of counterclaim any of its claims in respect of any Notes, against or in respect of any of its obligations to the Company. No Holder shall be entitled to proceed directly against the Company unless the Trustee has become bound to proceed but fails to do so within a reasonable period and the failure is continuing. (e) Other than the limited remedies specified in Section 3.02(b) above, on the occurrence of a Default or an Event of Default which is continuing, no remedy against the Company shall be available to the Trustee or the Holders of the Notes whether for the recovery of amounts owing in respect of such Notes or under the Indenture in relation thereto or in respect of any breach by the Company of any of its other obligations under or in respect of the Notes or under the Indenture in relation thereto, save that the Trustee shall have such powers as are required to be authorized to it under the Trust Indenture Act in respect of the rights of the Holders of the Notes in response to such Event of Default or Default under the provisions of the Indenture, and provided that any payments are subject to the subordination provisions set forth in Section 4.01 of this First Supplemental Indenture. (f) No recourse for the payment of the principal of, or interest on, any Note, or for any claim based thereon or otherwise in respect thereof and no recourse - 16 -

under or upon any obligation, covenant or agreement of the Company in the Indenture, or in any Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, past, present or future, of the Company or of any successor corporation of the Company, either directly or through the Company or any successor corporation of the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, it being expressly understood that to the extent lawful all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this First Supplemental Indenture and the issue of the Notes. (g) (i) In the event that a Default has occurred and the Trustee has instituted proceedings in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding up of the Company, then if a Suspension Period shall commence prior to the making of an order by a court of competent jurisdiction for the winding up of the Company, the Trustee shall cease such proceedings and, notwithstanding Section 5.12 of the Base Indenture, any direction by Pre-Transfer Holders hereunder to the Trustee in respect of such proceedings shall cease automatically and shall be null and void and of no further effect, except with respect to any indemnity and/or security given to the Trustee by the Pre-Transfer Holders in any such direction or related to such direction. To the extent set forth in Section 6.01 of the Base Indenture, the Trustee shall not be liable to any Pre-Transfer Holder in respect of the cessation of such proceedings or the termination of the effectiveness of any such direction, and any indemnity and/or security given to the Trustee by the PreTransfer Holders in any such direction or related to such direction shall continue to be in full force and effect and shall be unaffected by the cessation of such proceedings or the termination of the effectiveness of any such direction in accordance with this paragraph. (ii) Notwithstanding Section 5.12 of the Base Indenture, in the event that a Default has occurred and the Trustee receives a direction from Pre-Transfer Holders to institute proceedings in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding up of the Company, then if a Suspension Period shall commence before the Trustee shall have instituted such proceedings, the Trustee is hereby directed not to, and shall not be required to, initiate such proceedings and, to the extent set forth in Section 6.01 of the Base Indenture, shall not be liable to any Pre-Transfer Holder in respect of not having commenced such proceedings. (iii) For the avoidance of doubt, the rights of Pre-Transfer Holders in respect of any payment that has become due and payable prior to the Automatic Transfer shall not be affected by the provisions of this Section 3.02(g) and furthermore, notwithstanding Section 5.12 of the Base Indenture, effective upon, and following, the commencement of any Suspension Period, the Trustee shall not be required to accept directions from Pre-Transfer Holders other than in respect of action limited solely to pursuing any such payment. - 17 -

(h) As provided in Section 2.07(d) hereof, and for the avoidance of doubt, if, pursuant to such Section 2.07(d), a Capital Adequacy Trigger Event shall be deemed not to have occurred, the rights of Pre-Transfer Holders under this Section 3.02 shall be as if no such Capital Adequacy Trigger Event had occurred. ARTICLE IV SUBORDINATION SECTION 4.01 Notes Subordinate to Claims of Senior Creditors. With respect to the Notes only, this Section 4.01 hereby amends Sections 12.01(a), (b) and (c) of the Base Indenture in their entirety, and references in the Base Indenture to Article Twelve and Section 12.01 thereof shall be to such Article and Section as amended by this Section 4.01. (a) The Company covenants and agrees, and each Holder of the Notes, by his acceptance thereof, likewise covenants and agrees, that to the extent and in the manner set forth in Article Twelve of the Base Indenture and this Section 4.01, the Notes and the payment of the principal of and interest or other amounts (including any damages or other payments awarded for breach of any obligations thereunder), if any, on each and all of the Notes are hereby expressly made subordinate and constitute subordinated obligations of the Company insofar as that on a winding up or administration of the Company the rights of each Holder of the Notes are to be postponed to the claims of the Senior Creditors. Accordingly, no amount shall be payable to the Holders of the Notes until the claims of the Senior Creditors have been satisfied or provided for in full. Any amounts in respect of the Notes (including any damages or other payments awarded for breach of any obligations thereunder) paid to the Trustee in the winding up of the Company shall be held by the Trustee subject to paragraph (b) below. (b) In the event of the winding up or administration of the Company, the claims of the Trustee (on behalf of the Holders of the Notes but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Notes against the Company in respect of such Notes (including any damages or other payments awarded for breach of any obligations thereunder) shall (i) be subordinated to the claims of all Senior Creditors (the Dated Debt Senior Claims); (ii) rank at least pari passu with the claims of Holders of all other dated subordinated obligations of the Company and other securities of the Company which in each case by law rank, or by their terms are expressed to rank, pari passu with the Notes; and (iii) rank senior to the Companys ordinary shares, preference shares and any junior subordinated obligations or other securities of the Company which by law rank, or by their terms are expressed to rank, junior to the Notes. Any amounts in respect of the Notes paid to the Holders of such Notes or to the Trustee (including any damages or other payments awarded for breach of any obligations thereunder) shall be held by such Holders or the Trustee upon - 18 -

trust to be applied in the following order: (i) to the amounts due to the Trustee in or about the execution of the trusts of the Indenture; (ii) in payment of all Dated Debt Senior Claims outstanding at the commencement of, or arising solely by virtue of, the winding up of the Company to the extent that such claims shall be admitted in the winding up and shall not be satisfied out of the other resources of the Company; and (iii) in payment of the Notes; provided that the obligation pursuant to clause (ii) may be performed by the Trustee paying to the liquidator of the Company (the Liquidator) the amount to be so applied on terms that the Liquidator shall distribute and pay the same to the Senior Creditors, in which event the receipt by the Liquidator of such amount shall be a good discharge to the Trustee and the Trustee shall not be bound to supervise or be in any way responsible for such distribution or payment. The Trustee shall be entitled and is hereby authorized to call for a certificate from the Liquidator as to the amount of the Dated Debt Senior Claims and the amounts of the Dated Debt Senior Claims which shall not have been satisfied in full out of the other resources of the Company (if any) and the persons entitled thereto and their respective entitlements. Any such certificate shall, absent manifest error, be conclusive and binding on the Trustee, the Holders of the Notes and all depositors and other creditors of the Company, all holders or beneficiaries (or the trustee(s) for such holders or beneficiaries) of securities of the Company ranking pari passu with the Notes and all Senior Creditors. Nothing in this Section 4.01 shall affect or prejudice the payment of the costs, charges, expenses, liabilities or remuneration of the Trustee or the rights and remedies of the Trustee in respect thereof. (c) [Intentionally omitted.] ARTICLE V ADDITIONAL AMOUNTS SECTION 5.01 Additional Amounts. With respect to the Notes only, this Section 5.01 hereby amends Section 10.04 of the Base Indenture in its entirety, and references in the Base Indenture to Section 10.04 thereof shall be to such Section as amended by this Section 5.01. (a) Any amounts to be paid by the Company on the Notes shall be made without deduction or withholding for, or on account of, any and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (Taxes) now or hereafter imposed, levied, collected, withheld or assessed by, or on behalf of, the United Kingdom or any political subdivision or authority thereof or therein having the power to tax (each a Taxing Jurisdiction), unless such deduction or withholding is required by law. If any such Taxes shall at any time be required by a Taxing Jurisdiction to be deducted or withheld, the Company shall pay such additional amounts of, or in respect of, the principal of, and interest on, the Notes (Additional Amounts) as may be necessary in order that the net amounts paid to the Holders of the - 19 -

Notes, after such deduction or withholding, shall equal the respective amounts of principal and interest that would have been payable in respect of such Notes had no such deduction or withholding been required, provided that the foregoing shall not apply to any such Taxes that would not have been payable or due but for the fact that (i) the Holder or the beneficial owner of the Note is a domiciliary, national or resident of, or engages in business or maintains a permanent establishment or is physically present in, the Taxing Jurisdiction requiring such deduction or withholding of Taxes, or otherwise has some connection with such Taxing Jurisdiction other than the holding or ownership of the relevant Note, or the collection of any payment of, or in respect of, the principal of, or any interest on, any Notes, (ii) except in the case of a winding up of the Company in England the relevant Note is presented for payment in the United Kingdom, (iii) the relevant Note is presented for payment more than thirty (30) days after the date payment became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting the same for payment at the close of such thirty-day (30-day) period, (iv) the Holder or the beneficial owner of the relevant Note or the beneficial owner of any payment of (or in respect of) principal of, or any interest on such Note failed to make any necessary claim or to comply with any certification, identification or other requirements concerning the nationality, residence, identity or connection with the Taxing Jurisdiction of such Holder or beneficial owner, if such claim or compliance is required by statute, treaty, regulation or administrative practice of the Taxing Jurisdiction as a condition to relief or exemption from such Taxes, (v) such Taxes are imposed on a payment to an individual and are required to be made pursuant to the European Union Directive on the taxation of savings income, adopted on June 3, 2003, or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) the relevant Note is presented for payment by, or on behalf of, a Holder who would have been able to avoid such Taxes by presenting the relevant Note to another Paying Agent in a member state of the European Union or elsewhere or (vii) if such Taxes would not have been so imposed, or would have been excluded pursuant to clauses (i) through (vii) above inclusive, if the beneficial owner of, or person ultimately entitled to obtain an interest in, such Notes had been the Holder of such Notes. Whenever in the Indenture there is mentioned, in any context, the payment of the principal of, or any interest on, or in respect of any Note, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made. (b) Any amounts to be paid by the Company or the Paying Agent on the Notes shall be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such - 20 -

Sections of the Code (a FATCA Withholding Tax), and neither the Company nor the Paying Agent shall be required to pay Additional Amounts on account of any FATCA Withholding Tax. ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.01 Effectiveness. This First Supplemental Indenture shall become effective upon its execution and delivery. SECTION 6.02 Original Issue. The Notes may, upon execution of this First Supplemental Indenture, be executed by the Company and delivered by the Company to the Trustee for authentication, and the Trustee shall, upon delivery of a Company Order, authenticate and deliver such Notes as in such Company Order provided. SECTION 6.03 Ratification and Integral Part. The Base Indenture as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed, including without limitation all the rights, immunities and indemnities of the Trustee, and this First Supplemental Indenture shall be deemed an integral part of the Base Indenture in the manner and to the extent herein and therein provided. SECTION 6.04 Priority. This First Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided. The provisions of this First Supplemental Indenture shall, with respect to the Notes and subject to the terms hereof, supersede the provisions of the Base Indenture to the extent the Base Indenture is inconsistent herewith. SECTION 6.05 Successors and Assigns. All covenants and agreements in the Base Indenture, as supplemented and amended by this First Supplemental Indenture, by the Company shall bind its successors and assigns, whether so expressed or not. SECTION 6.06 Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. SECTION 6.07 Governing Law. This First Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York, except for the subordination provisions in Section 4.01, which are governed by, and construed in accordance with, the laws of England and Wales. - 21 -

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed, all as of the day and year first above written. BARCLAYS BANK PLC By: /s/ Steven Penketh Name: Steven Penketh Title: Managing Director, Treasury Execution Services THE BANK OF NEW YORK MELLON, By: /s/ Natalie Berkecz Name: Natalie Berkecz Title: Vice President

Signature Page to the First Supplemental Indenture

Exhibit A Form of Global Note THIS SECURITY IS A GLOBAL REGISTERED SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. BY PURCHASING THIS SECURITY, IN THE ABSENCE OF A CHANGE IN LAW OR AN ADMINISTRATIVE OR JUDICIAL RULING TO THE CONTRARY, THE HOLDER AGREES TO CHARACTERIZE THIS SECURITY FOR ALL U.S. FEDERAL INCOME TAX PURPOSES AS PROVIDED ON THE FACE OF THIS SECURITY. This Security is one of a duly authorized issue of securities of the Company (as defined below) (herein called the Securities and each, a Security) issued and to be issued in one or more series under the Dated Subordinated Debt Securities Indenture, dated as of October 12, 2010 (the Base Indenture), as supplemented by the First Supplemental Indenture, dated as of November 21, 2012 (the First Supplemental Indenture and, together with the Base Indenture, the Indenture). The rights of the Holder of this Security are, to the extent and in the manner set forth in Section 12.01 of the Base Indenture, as amended by Section 4.01 of the First Supplemental Indenture, subordinated to the claims of other creditors of the Company, and this Security is issued subject to the provisions of that Section 12.01 and that Section 4.01, and the Holder of this Security, by accepting the same, agrees to, and shall be bound by, such provisions. The provisions of Section 12.01 of the Base Indenture, Section 4.01 of the First Supplemental Indenture and the terms of this paragraph are governed by, and shall be construed in accordance with, the laws of England and Wales. The rights of the Holder of this Security are subject to Section 2.07 of the First Supplemental Indenture. Effective upon, and following, the occurrence of the Automatic Transfer, the beneficial owners of this Security (and any interest therein) prior to the occurrence of such Automatic Transfer (the Pre-Transfer Holders) shall not have any rights against the Company with respect to repayment of the principal amount of this Security that has not become due or the payment of interest on this Security for any period from (and including) the Interest Payment Date falling immediately prior to the occurrence of such Automatic Transfer. BARCLAYS BANK PLC 7.625% CONTINGENT CAPITAL NOTES DUE NOVEMBER 2022 No. [ ] $500,000,000 CUSIP NO. 06740L8C2 ISIN NO. US06740L8C27 BARCLAYS BANK PLC, a company duly incorporated and existing under the laws of England and Wales (herein called the Company, which term includes any successor A-1

Exhibit A Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $500,000,000 (five hundred million Dollars) on November 21, 2022, except as otherwise provided herein, and to pay interest thereon, in accordance with the terms hereof. Interest shall accrue on the Security from (and including) November 21, 2012 or from (and including) the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, as the case may be, to (but excluding) the following Interest Payment Date and shall be payable in two equal semi-annual installments in arrear on May 21 and November 21 of each year (each an Interest Payment Date), commencing on May 21, 2013, except as otherwise provided herein, at the rate of 7.625% per annum, until the principal hereof is paid or made available for payment. If any Interest Payment Date is not a Business Day, the Interest Payment Date shall be postponed to the next Business Day, and no further interest or other payment shall be owed or made in respect of such delay. The amount of interest which shall accrue hereon shall be computed and payable on the basis of two equal semi-annual installments in arrear and, for any other period, computed on the basis of a year of 360 days consisting of twelve (12) months of thirty (30) days each and, in the case of an incomplete month, the actual number of days elapsed. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest which shall be the fifteenth (15th) calendar day preceding each Interest Payment Date (whether or not a Business Day). Any interest on this Security which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (Defaulted Interest) shall cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (a) or (b) below: (a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a special record date for the payment of such Defaulted Interest which shall be not more than fifteen (15) days and not less than ten (10) days prior to the date of the proposed payment and not less than ten (10) days after the receipt by the Trustee of the notice of the proposed payment (Special Record Date). The Trustee shall promptly A-2

Exhibit A notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities in the manner set forth in Section 1.06 of the Base Indenture, not less than ten (10) days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (b). (b) The Company may make payment of any Defaulted Interest on the Securities in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee. The provisions of Section 3.07(a) of the Base Indenture relating to Deferred Payments do not form part of the terms and conditions of this Security. Payment of principal of and interest on this Security shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts and such payments shall be made through one or more Paying Agents appointed under the Base Indenture. Initially, the Paying Agent and the Dated Subordinated Debt Security Registrar for the Securities shall be The Bank of New York Mellon, 101 Barclay Street, New York, New York 10286. The Company may change the Paying Agent or Dated Subordinated Debt Security Registrar without prior notice to the Holders of the Securities, and in such an event the Company may act as Paying Agent or Dated Subordinated Debt Security Registrar. Payments of principal of and interest on the Securities shall be made by wire transfer of immediately available funds; provided, however, that in the case of payments of principal, this Security is first surrendered to the Paying Agent. This Security shall be governed by and construed in accordance with the laws of the State of New York, except that the subordination provisions referred to herein and in Section 12.01 of the Base Indenture, as amended by Section 4.01 of the First Supplemental Indenture, shall be governed by, and construed in accordance with, the laws of England and Wales. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture, as defined herein. A-3

Exhibit A THIS SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OF THE UNITED STATES OR THE UNITED KINGDOM. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. By purchasing this Security, the Holder of this Security agrees (in the absence of a statutory, regulatory, administrative or judicial ruling to the contrary) to treat this Security as equity of the Company for U.S. federal income tax purposes. A-4

Exhibit A IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed. Date: November 21, 2012 BARCLAYS BANK PLC By: Name: Steven Penketh Title: Managing Director, Treasury Execution Services By: Name: Keith Harding Title: Associate Director, Treasury Execution Services Trustees Certificate of Authentication This is one of the Securities of the series designated herein referred to in the Indenture. Date: November 21, 2012 THE BANK OF NEW YORK MELLON, As Trustee By: Authorized Signatory Signature Page to Global Note A-5

Exhibit A (Reverse of Security) This Security is one of a duly authorized issue of securities of the Company (herein called the Securities and each, a Security) issued and to be issued in one or more series under the Dated Subordinated Debt Securities Indenture, dated as of October 12, 2010 (herein called the Base Indenture), between the Company and The Bank of New York Mellon, as Trustee (herein called the Trustee, which term includes any successor trustee under the Base Indenture), as supplemented and amended by the First Supplemental Indenture, dated as of November 21, 2012 (the First Supplemental Indenture and, together with the Base Indenture, the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Insofar as the provisions of the Indenture may conflict with the provisions set forth in this Security, the former shall control for purposes of this Security. This Security is one of the series designated on the face hereof, limited to a principal amount of $3,000,000,000, which amount may be increased at the option of the Company if in the future it determines that it may wish to sell additional Securities of this series. References herein to this series mean the series designated on the face hereof. The Securities of this series will constitute our direct, unsecured and subordinated obligations, ranking equally without any preference among themselves and ranking junior in right of payment to the payment of any of our existing and future senior indebtedness. Any amounts to be paid by the Company on the Securities shall be made without deduction or withholding for, or on account of, any and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (Taxes) now or hereafter imposed, levied, collected, withheld or assessed by, or on behalf of, the United Kingdom or any political subdivision or authority thereof or therein having the power to tax (each a Taxing Jurisdiction), unless such deduction or withholding is required by law. If any such Taxes shall at any time be required by a Taxing Jurisdiction to be deducted or withheld, the Company shall, subject to the exceptions and limitations set forth in Section 5.01 of the First Supplemental Indenture, pay such additional amounts of, or in respect of, the principal of, and interest on, the Securities (Additional Amounts) as may be necessary in order that the net amounts paid to the Holders of the Securities, after such deduction or withholding, shall equal the respective amounts of principal and interest that would have been payable in respect of such Securities had no such deduction or withholding been required. Any amounts to be paid by the Company or the Paying Agent on the Securities shall be paid net of any deduction or withholding imposed or required pursuant A-6

Exhibit A to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the Code), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a FATCA Withholding Tax), and neither the Company nor the Paying Agent shall be required to pay Additional Amounts on account of any FATCA Withholding Tax. Subject to the limitations specified below, the Company may, at the Companys option, redeem the Securities, in whole but not in part, upon not less than thirty (30) days nor more than sixty (60) days notice to the Trustee and the Holders, at a redemption price equal to 100% of the principal amount of the Securities then Outstanding, together with any accrued but unpaid interest to (but excluding) the date fixed for redemption, if (i) the Company determines that for any reason the Securities are fully excluded from the Groups Tier 2 Capital within the meaning and for 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 (a Regulatory Event); provided, however, that the circumstance that entitles the Company to exercise such right of redemption of the Securities was not (in the Companys opinion) reasonably foreseeable on November 21, 2012. The notice provided to Holders in accordance with this paragraph (which notice shall be irrevocable) shall specify the date fixed for such redemption. Upon the expiry of the notice period described above, the Company shall be bound to redeem the Securities accordingly. Subject to the limitations specified below, the Company may, at the Companys option, redeem the Securities, in whole but not in part, upon not less than thirty (30) days nor more than sixty (60) days notice to the Trustee and the Holders, at a redemption price equal to 100% of the principal amount of the Securities then Outstanding, together with any accrued but unpaid interest to (but excluding) the date fixed for redemption, if the Company determines that as a result of any change in, or amendment to, the laws or regulations of a Taxing Jurisdiction, including any treaty to which the relevant Taxing Jurisdiction is a party, or a change in an official application or interpretation of those laws or regulations, including a decision of any court or tribunal, which becomes effective on or after November 21, 2012 (and, in the case of a successor entity, which becomes effective on or after the date of that entitys assumption of the Companys obligations): (a) the Company would be required to pay Additional Amounts to Holders of the Securities, (b) the Company would not be entitled to claim a deduction in respect of any payments in computing the Companys taxation liabilities or the amount of the deduction would be materially reduced or (c) the Company would not, as a result of the Securities being in issue, be able to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which the Company is or would otherwise be so grouped for applicable United Kingdom tax purposes (whether under the group relief system current as at November 21, 2012, or any A-7

Exhibit A similar system or systems having like effect as may from time to time exist) (each of (a), (b) and (c) above, a Tax Event); provided, however, that the Securities may only be redeemed pursuant to this paragraph if (i) the circumstance that entitles the Company to exercise such right of redemption of the Securities was not in the Companys opinion reasonably foreseeable on November 21, 2012 and (ii) in the case of each Tax Event, such obligation cannot be avoided by the Company taking reasonable measures available to the Company. The notice provided to Holders in accordance with this paragraph (which notice shall be irrevocable) shall specify the date fixed for such redemption. Upon the expiry of the notice period described above, the Company shall be bound to redeem the Securities accordingly. Any successor entity that assumes the obligations of the Company pursuant to Section 8.03 of the Base Indenture shall also be entitled to redeem the Securities in accordance with this paragraph with respect to any change or amendment to, or change in the application or interpretation of the laws or regulations (including any treaty) of the successor entitys jurisdiction of incorporation, which becomes effective on or after the date of that entitys assumption of the Companys obligations. In any case where the Company shall determine that as a result of a Tax Event it is entitled to redeem the Securities, the Company shall be required to deliver to the Trustee prior to the delivery of any notice of redemption an opinion of independent counsel of recognized standing, chosen by the Company, in a form satisfactory to the Trustee confirming that the Company is entitled to exercise its right of redemption as a result of such Tax Event. The Company may redeem the Securities as a result of a Regulatory Event or a Tax Event prior to November 21, 2017 only (1) with the prior approval of the FSA; (2) if the circumstance that entitles the Company to exercise that right of redemption is the result of a change in the applicable tax treatment or regulatory classification of the Securities, as described above; 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 Company complies with the FSAs main Pillar 1 rules applicable to the Company and other BIPRU firms (within the meaning of the FSAs General Prudential Sourcebook) and shall continue to do so after the redemption of the Securities. In addition, any redemption of the Securities on or after November 21, 2017 but prior to November 21, 2022, under the practice of the FSA prevailing as of the date of the First Supplemental Indenture (which practice the FSA may change), would be subject to the Company providing to the FSA, at least one month before the Company 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 Company shall (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 Companys liabilities cannot be met as they fall due. A-8

Exhibit A In any case where Securities are held through DTC, if a Capital Adequacy Trigger Event has occurred as of any Quarterly Financial Period End Date or Extraordinary Calculation Date, as the case may be, the Company shall deliver an Automatic Transfer Notice to the Pre-Transfer Holders via DTC and to the Trustee: (i) in the case of a Capital Adequacy Trigger Event that has occurred as of any Quarterly Financial Period End Date, on or within five (5) Business Days after the relevant Ordinary Reporting Date; and (ii) in the case of a Capital Adequacy Trigger Event that has occurred as of any Extraordinary Calculation Date, on or as soon as practicable after such Extraordinary Calculation Date. The Company shall request that DTC post the Automatic Transfer Notice on its Reorganization Inquiry for Participants System (or such other system as DTC uses for providing notices to holders of securities). The Company and the Trustee acknowledge that, following the receipt of the Automatic Transfer Notice by DTC and the commencement of the Suspension Period, all clearance and settlement of the Securities shall be suspended by DTC for the duration of the Suspension Period. On the Business Day immediately following the expiration of the Suspension Period, the Automatic Transfer shall occur. The Company shall take all reasonable endeavors to facilitate the implementation by DTC of the Automatic Transfer. Effective upon, and following, the occurrence of the Automatic Transfer, Pre-Transfer Holders shall not have any rights against the Company with respect to repayment of the principal amount of the Securities that has not become due or the payment of interest on the Securities for any period from (and including) the Interest Payment Date falling immediately prior to the occurrence of such Automatic Transfer. By its acquisition of the Securities, each Pre-Transfer Holder shall be deemed to have (i) consented to the Automatic Transfer and acknowledged that the Automatic Transfer of its Securities (including any beneficial interest therein) following a Capital Adequacy Trigger Event may occur without any action on such Pre-Transfer Holders part and (ii) authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Securities to take any and all necessary action, if required, to effectuate the Automatic Transfer without any further action or direction on the part of such Pre-Transfer Holder. Furthermore, each Pre-Transfer Holder acknowledges that it hereby consents to the Automatic Transfer of its Securities (including any beneficial interest therein) following the occurrence of a Capital Adequacy Trigger Event as described in the First Supplemental Indenture and the Securities and that it hereby authorizes, directs and requests DTC and any direct participant in DTC or other intermediary through which it holds such Securities to take any and all actions necessary to effectuate the transfer of its Securities (and any beneficial interest therein) pursuant to the Automatic Transfer without any further action or direction on the part of such Pre-Transfer Holder. A-9

Exhibit A In any case where Securities are held in definitive form pursuant to Section 3.05 of the Base Indenture, if a Capital Adequacy Trigger Event has occurred as of any Quarterly Financial Period End Date or Extraordinary Calculation Date, as the case may be, the Company shall deliver an Automatic Transfer Notice (as amended to reflect that the Securities are no longer in global form or held through DTC) to the Trustee (and, if different, the Dated Subordinated Debt Security Registrar in respect of the Securities) and to the PreTransfer Holders: (i) in the case of a Capital Adequacy Trigger Event that has occurred as of any Quarterly Financial Period End Date, on or within five (5) Business Days after the relevant Ordinary Reporting Date; and (ii) in the case of a Capital Adequacy Trigger Event that has occurred as of any Extraordinary Calculation Date, on or as soon as practicable after such Extraordinary Calculation Date. On the Business Day on which such notice is received by the Trustee or on the Business Day immediately following such receipt, the Trustee and any Dated Subordinated Debt Security Registrar, if applicable, shall cease to register any attempted transfer of any Securities held in definitive form by a Pre-Transfer Holder. On the sixth (6th) Business Day following receipt of the Automatic Transfer Notice by the Trustee and any Dated Subordinated Debt Security Registrar, if applicable, the Automatic Transfer shall occur, any Securities held in definitive form by Pre-Transfer Holders shall be deemed to have been surrendered for transfer to the Parent (or another entity within the Group), and the Company shall execute a new definitive Security. Upon delivery to the Trustee of such new definitive Security executed by the Company, a Company Order requesting the authentication thereof and an Opinion of Counsel stating that the form and terms thereof have been established in conformity with the provisions of the Indenture and that the conditions precedent under the provisions of the Indenture to the authentication and delivery of the new definitive Security and the issuance thereof to the Parent (or another entity within the Group) have been satisfied, such new definitive Security shall be authenticated and registered in the name of the Parent (or another entity within the Group). Effective upon, and following, the occurrence of the Automatic Transfer, Pre-Transfer Holders shall not have any rights against the Company with respect to repayment of the principal amount of the Securities that has not become due or the payment of interest on the Securities for any period from (and including) the Interest Payment Date falling immediately prior to the occurrence of such Automatic Transfer. By its acquisition of the Securities, each Pre-Transfer Holder shall be deemed to have (i) consented to the Automatic Transfer and acknowledged that the Automatic Transfer of its Securities held in definitive form following a Capital Adequacy Trigger Event may occur without any action on such Pre-Transfer Holders part and (ii) authorized, directed and requested the Trustee, the Dated Subordinated Debt Security Registrar, if applicable, and any intermediary through which it holds the Securities to take any and all necessary action, if required, to effectuate the Automatic Transfer without any further action or direction on the part of such Pre-Transfer Holder. Furthermore, each Pre-Transfer Holder acknowledges that it hereby consents to the A-10

Exhibit A Automatic Transfer of its Securities held in definitive form following the occurrence of a Capital Adequacy Trigger Event as described in the First Supplemental Indenture and the Securities and that it hereby authorizes, directs and requests the Trustee, the Dated Subordinated Debt Security Registrar, if applicable, and any intermediary through which it holds such Securities to take any and all actions necessary to effectuate the transfer of its Securities held in definitive form pursuant to the Automatic Transfer without any further action or direction on the part of such Pre-Transfer Holder. Once the Company has delivered an Automatic Transfer Notice following the occurrence of a Capital Adequacy Trigger Event, (i) the Pre-Transfer Holders shall have no rights whatsoever under the Indenture or the Securities to instruct the Trustee to take any action whatsoever and (ii) as of the date of the Automatic Transfer Notice, except for any indemnity and/or security provided by any Pre-Transfer Holder in such direction or related to such direction, any direction previously given to the Trustee by any Pre-Transfer Holders shall cease automatically and shall be null and void and of no further effect; except in each case of (i) and (ii) of this paragraph, with respect to any rights of Pre-Transfer Holders with respect to any payments under the Securities that were due and payable prior to the date of the Automatic Transfer Notice or unless the Trustee is instructed by the Company to act otherwise. In the event that (i) a court of competent jurisdiction in England (or such other jurisdiction in which the Company is organized) issues an order, or an effective shareholders resolution is validly adopted for the winding-up of the Company or (ii) following the appointment of an administrator of the Company, the administrator gives notice that it intends to declare and distribute a dividend, and in each such case a Capital Adequacy Trigger Event has not occurred as of the date of such order or the date of such resolution or notice, no subsequent Capital Adequacy Trigger Event shall occur or be deemed to occur. In the event that (i) a court of competent jurisdiction in England (or such other jurisdiction in which the Company is organized) issues an order, or an effective shareholders resolution is validly adopted, for the winding up of the Company or (ii) following the appointment of an administrator of the Company, the administrator gives notice that it intends to declare and distribute a dividend, in each such case after the occurrence of a Capital Adequacy Trigger Event but prior to the occurrence of the Automatic Transfer, such Capital Adequacy Trigger Event shall be deemed not to have occurred, and the Company shall enter into appropriate arrangements with DTC (or make alternative arrangements) to preserve the rights of the Pre-Transfer Holders under the Securities in relation to such winding-up or dividend, which arrangements may include the transfer of the Securities back to the Pre-Transfer Holders to the extent practicable (it being understood that in the event any interests in the Securities shall have been transferred to the Parent (or another entity within the Group) in the circumstances contemplated in this paragraph, the Parent (or such other entity) shall be deemed to hold any such interests on behalf of the Pre-Transfer Holders), and the Pre-Transfer Holders may direct the Trustee in accordance with the requirements of Section 5.12 of the Base Indenture. A-11

Exhibit A For the avoidance of doubt, after the occurrence of the Automatic Transfer, with the exception of the transfers contemplated in Section 2.07(d) of the First Supplemental Indenture, no further transfers of the Securities (including beneficial interests therein) shall be permitted other than a transfer of all interests in the Securities to the Company or another entity within the Group. The Company intends to secure the termination of any listing of the Securities on any stock exchange if the Automatic Transfer occurs. All authority conferred or agreed to be conferred by each Pre-Transfer Holder pursuant to Section 2.07 of the First Supplemental Indenture, including the consents given by such Pre-Transfer Holder, shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of such Pre-Transfer Holder. The Trustee shall not be liable with respect to (i) the calculation or accuracy of the CET1 Ratio in connection with the occurrence of a Capital Adequacy Trigger Event and the timing of such Capital Adequacy Trigger Event, (ii) the failure of the Company to post or deliver the underlying CET1 Ratio calculations of a Capital Adequacy Trigger Event to DTC or the Pre-Transfer Holders, (iii) any aspect of the Companys decision to deliver an Automatic Transfer Notice or the related Automatic Transfer or (iv) the adequacy of the disclosure of these provisions in the Prospectus Supplement or for the direct or indirect consequences thereof. By its acquisition of the Securities, each Pre-Transfer Holder (i) agrees to all of the terms and conditions of the Securities, 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 the Pre-Transfer Holders under the Securities, and the Pre-Transfer Holders 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 Securities, including, without limitation, claims related to or arising out of or in connection with a Capital Adequacy Trigger Event and/or the Automatic Transfer. An Event of Default with respect to the Securities shall result if (i) a court of competent jurisdiction in England (or such other jurisdiction in which the Company may be organized) makes an order for the winding up of the Company which is not successfully appealed within thirty (30) days of the making of such order, or (ii) the shareholders of the Company adopt an effective resolution for the winding up of the Company (other than, in the case of either (i) or (ii) above, under or in connection with a scheme of reconstruction, merger or amalgamation not involving a bankruptcy or insolvency). A-12

Exhibit A A Default with respect to the Securities shall result if the Company does not pay any installment of interest upon, or any part of the principal of any Securities on the date on which the payment is due and payable, whether upon redemption or otherwise, and the failure continues for fourteen (14) days. If an Event of Default or Default occurs and is continuing, and such Event of Default or Default has neither been cured nor waived within a period of fourteen (14) days following the provision of notice of such Event of Default or Default to the Company from the Trustee, the Trustee may at its discretion and without further notice to the Company institute proceedings in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding up of the Company. Failure to make any payment in respect of the Securities shall not be a Default if the payment is withheld or refused either: (i) in order to comply with any fiscal or other law or regulation or with the order of any court of competent jurisdiction, in each case applicable to such payment; or (ii) in case of doubt as to the validity or applicability of any such law, regulation or order, in accordance with advice given as to such validity or applicability at any time before the expiry of the fourteen-day (14-day) period by independent legal advisers acceptable to the Trustee. In this case, however, the Trustee may, by notice to the Company, require the Company to take action, including proceedings for a court declaration, to resolve the doubt, if counsel advises it that the action is appropriate and reasonable. In this situation, the Company shall take the action promptly and be bound by any final resolution of the doubt. If the action results in a determination that the Company can make the relevant payment without violating any law, regulation or order, then the payment shall become due and payable on the expiration of the fourteen-day (14-day) period after the Trustee gives the Company written notice informing the Company of the determination. Subject to applicable law and unless the Securities provide otherwise, claims in respect of any Securities may not be set off, or be the subject of a counterclaim, by the Holder against or in respect of any of its obligations to the Company, and every Holder waives, and shall be treated for all purposes as if it had waived, any right that it might otherwise have to set-off, or to raise by way of counterclaim any of its claims in respect of any Securities, against or in respect of any of its obligations to the Company. No Holder shall be entitled to proceed directly against the Company unless the Trustee has become bound to proceed but fails to do so within a reasonable period and the failure is continuing. Other than the limited remedies specified in Section 3.02(b) of the First Supplemental Indenture, on the occurrence of a Default or an Event of Default which is continuing, no remedy against the Company shall be available to the Trustee or the Holders of the Securities whether for the recovery of amounts owing in respect of such Securities or under the Indenture in relation thereto or in respect of any breach by the Company of any of its other obligations under or in respect of the Securities or under the A-13

Exhibit A Indenture in relation thereto, save that the Trustee shall have such powers as are required to be authorized to it under the Trust Indenture Act in respect of the rights of the Holders of the Securities in response to such Event of Default or Default under the provisions of the Indenture, and provided that any payments are subject to the subordination provisions set forth in Section 12.01 of the Base Indenture and Section 4.01 of the First Supplemental Indenture. No recourse for the payment of the principal of, or interest on, any Security, or for any claim based thereon or otherwise in respect thereof and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture, or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, past, present or future, of the Company or of any successor corporation of the Company, either directly or through the Company or any successor corporation of the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, it being expressly understood that to the extent lawful all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of the First Supplemental Indenture and the issue of the Securities. In the event that a Default has occurred and the Trustee has instituted proceedings in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding up of the Company, then if a Suspension Period shall commence prior to the making of an order by a court of competent jurisdiction for the winding up of the Company, the Trustee shall cease such proceedings and, notwithstanding Section 5.12 of the Base Indenture, any direction by Pre-Transfer Holders under the First Supplemental Indenture to the Trustee in respect of such proceedings shall cease automatically and shall be null and void and of no further effect, except with respect to any indemnity and/or security given to the Trustee by the Pre-Transfer Holders in any such direction or related to such direction. To the extent set forth in Section 6.01 of the Base Indenture, the Trustee shall not be liable to any Pre-Transfer Holder in respect of the cessation of such proceedings or the termination of the effectiveness of any such direction, and any indemnity and/or security given to the Trustee by the Pre-Transfer Holders in any such direction or related to such direction shall continue to be in full force and effect and shall be unaffected by the cessation of such proceedings or the termination of the effectiveness of any such direction in accordance with this paragraph. Notwithstanding Section 5.12 of the Base Indenture, in the event that a Default has occurred and the Trustee receives a direction from Pre-Transfer Holders to institute proceedings in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding up of the Company, then if a Suspension Period shall commence before the Trustee shall have instituted such proceedings, the Trustee is hereby directed not to, and shall not be required to, initiate such proceedings and, to the extent set forth in Section 6.01 of the Base Indenture, shall not be liable to any Pre-Transfer Holder in respect of not having commenced such proceedings. A-14

Exhibit A For the avoidance of doubt, the rights of Pre-Transfer Holders in respect of any payment that has become due and payable prior to the Automatic Transfer shall not be affected by the provisions of Section 3.02(g) of the First Supplemental Indenture and furthermore, notwithstanding Section 5.12 of the Base Indenture, effective upon, and following, the commencement of any Suspension Period, the Trustee shall not be required to accept directions from Pre-Transfer Holders other than in respect of action limited solely to pursuing any such payment. As provided in Section 2.07(d) of the First Supplemental Indenture, and for the avoidance of doubt, if, pursuant to such Section 2.07(d), a Capital Adequacy Trigger Event shall be deemed not to have occurred, the rights of Pre-Transfer Holders under Section 3.02 of the First Supplemental Indenture shall be as if no such Capital Adequacy Trigger Event had occurred. The Company covenants and agrees, and each Holder of the Securities, by his acceptance hereof, likewise covenants and agrees, that to the extent and in the manner set forth in Article Twelve of the Base Indenture and Section 4.01 of the First Supplemental Indenture, the Securities and the payment of the principal of and interest or other amounts (including any damages or other payments awarded for breach of any obligations thereunder), if any, on each and all of the Securities are hereby expressly made subordinate and constitute subordinated obligations of the Company insofar as that on a winding up or administration of the Company the rights of each Holder of the Securities are to be postponed to the claims of the Senior Creditors. Accordingly, no amount shall be payable to the Holders of the Securities until the claims of the Senior Creditors have been satisfied or provided for in full. Any amounts in respect of the Securities (including any damages or other payments awarded for breach of any obligations thereunder) paid to the Trustee in the winding up of the Company shall be held by the Trustee subject to the following paragraph. In the event of the winding up or administration of the Company, the claims of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company in respect of such Securities (including any damages or other payments awarded for breach of any obligations thereunder) shall (a) be subordinated to the claims of all Senior Creditors (the Dated Debt Senior Claims); (b) rank at least pari passu with the claims of Holders of all other dated subordinated obligations of the Company and other securities of the Company which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (c) rank senior to the Companys ordinary shares, preference shares and any junior subordinated obligations or other securities of the Company which by law rank, or by their terms are expressed to rank, junior to the Securities. Any amounts in respect of the A-15

Exhibit A Securities paid to the Holders of such Securities or to the Trustee (including any damages or other payments awarded for breach of any obligations thereunder) shall be held by such Holders or the Trustee upon trust to be applied in the following order: (i) to the amounts due to the Trustee in or about the execution of the trusts of the Indenture; (ii) in payment of all Dated Debt Senior Claims outstanding at the commencement of, or arising solely by virtue of, the winding up of the Company to the extent that such claims shall be admitted in the winding up and shall not be satisfied out of the other resources of the Company; and (iii) in payment of the Securities; provided that the obligation pursuant to clause (ii) may be performed by the Trustee paying to the liquidator of the Company (the Liquidator) the amount to be so applied on terms that the Liquidator shall distribute and pay the same to the Senior Creditors, in which event the receipt by the Liquidator of such amount shall be a good discharge to the Trustee and the Trustee shall not be bound to supervise or be in any way responsible for such distribution or payment. The Trustee shall be entitled and is hereby authorized to call for a certificate from the Liquidator as to the amount of the Dated Debt Senior Claims and the amounts of the Dated Debt Senior Claims which shall not have been satisfied in full out of the other resources of the Company (if any) and the persons entitled thereto and their respective entitlements. Any such certificate shall, absent manifest error, be conclusive and binding on the Trustee, the Holders of the Securities and all depositors and other creditors of the Company, all holders or beneficiaries (or the trustee(s) for such holders or beneficiaries) of securities of the Company ranking pari passu with the Securities and all Senior Creditors. Nothing in this paragraph shall affect or prejudice the payment of the costs, charges, expenses, liabilities or remuneration of the Trustee or the rights and remedies of the Trustee in respect thereof. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities then Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Events of Default or Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee A-16

Exhibit A written notice of a continuing Event of Default or Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series then Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Default as Trustee and offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series then Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of indemnity, and, in the case of a proceeding in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding-up of the Company, such proceeding is in the name and on behalf of the Trustee to the same extent (but no further or otherwise) as the Trustee would have been entitled so to do. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or interest hereon on or after the respective due dates expressed or provided for herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, as herein provided. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Dated Subordinated Debt Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of this Security is payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Dated Subordinated Debt Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing. Thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. This Security, and any other Securities of this series and of like tenor, are issuable only in registered form without coupons in initial denominations of $200,000 and increments of $1,000 thereafter. The denominations cannot be changed without the consent of the Trustee. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. A-17

Exhibit A This Security and the Indenture shall be governed by and construed in accordance with the laws of the State of New York, except that the subordination provisions referred to herein and in Section 12.01 of the Base Indenture and Section 4.01 of the First Supplemental Indenture shall be governed by and construed in accordance with the laws of England and Wales. A-18

Exhibit B Form of Automatic Transfer Notice1 NOTICE TO DTC AND FOR PUBLICATION AS A NOTICE TO HOLDERS [Barclays Letterhead] To: The Depository Trust Company 55 Water Street, 25th Floor New York, NY 10041-0099 Attn: Mandatory Reorganization Department Fax: +1 (212) 855-5488 Email: reorgannouncements@dtcc.com [The Bank of New York Mellon 101 Barclay Street New York, New York 10286 United States of America Attn: Corporate Trust Administration Fax: +1 (212) 815-5915] BNY Corporate Trustee Services Limited One Canada Square London E14 5AL United Kingdom Attn: Corporate Trust Administration Fax: +44 207 964 2536 Email: corpsovukandire@bnymellon.com] [The Bank of New York Mellon One Canada Square London E14 5AL United Kingdom Attn: Corporate Trust Administration Fax: +44 207 964 2536 Email: corpsovukandire@bnymellon.com]

Cc:

Re: Barclays Bank PLC $3,000,000,000 7.625% Contingent Capital Notes due November 2022 (CUSIP: 06740L8C2, ISIN: US06740L8C27) Notice to DTC and Holders of the Occurrence of a Capital Adequacy Trigger Event This notice is in relation to Barclays Bank PLCs $3,000,000,000 7.625% Contingent Capital Notes due November 2022 (CUSIP: 06740L8C2, ISIN: US06740L8C27) issued on November 21, 2012 (the Notes) pursuant to the Dated Subordinated Debt Securities Indenture, dated October 12, 2010, between Barclays Bank PLC and The Bank of New York Mellon, as Trustee, as supplemented by the First Supplemental Indenture, dated November 21, 2012 (together, the Indenture) and pursuant to the prospectus supplement dated November 14, 2012, supplementing the prospectus dated August 31, 2010 (together, the Prospectus). Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture.
1

Note: Addresses to be reconfirmed prior to when notice is sent; subject to modification if Notes are held in definitive form. B-1

Exhibit B Barclays Bank PLC hereby notifies The Depository Trust Company (DTC) and the holders of the Notes that a Capital Adequacy Trigger Event has occurred with respect to the Notes (the Pre-Transfer Holders). Such Capital Adequacy Trigger Event has occurred because the Groups CET1 Ratio as of [Date], as calculated by Barclays PLC on a consolidated basis in accordance with the capital adequacy standards and guidelines of the Financial Services Authority of the United Kingdom (or such other governmental authority having primary responsibility for the prudential supervision of Barclays Bank PLC) on such date, was less than 7.00%. The terms of the Notes provide, upon the occurrence of the Capital Adequacy Trigger Event, for the Automatic Transfer of the interests of the Pre-Transfer Holders in the Notes to Barclays PLC1 without any action on such Pre-Transfer Holders part, and, in connection therewith, such Pre-Transfer Holders will no longer have an interest in the Notes as described in the Prospectus. Accordingly, Barclays Bank PLC hereby instructs DTC to commence the Suspension Period by implementing a chill on the clearance and settlement of the Notes within DTC, which shall last for a period of five (5) business days (or such other period as DTC shall determine in accordance with its rules and procedures). Such chill shall become effective on the business day immediately following the date on which this notice is received by DTC; except that such chill may become effective on the second (2nd) business day immediately following the date on which this notice is received by DTC, if DTC so determines in its discretion in accordance with its rules and procedures. As described in the Prospectus, PreTransfer Holders will not be able to settle the transfer of any Notes during this chill period, and any sale or other transfer of the Notes that a Pre-Transfer Holder may have initiated prior to the commencement of this chill period that is scheduled to settle during this chill period will be rejected by DTC and will not be settled within DTC. Further, under the terms of the Notes, DTC is instructed to deliver all participants positions held in the Notes in accordance with the following sentence and, as set forth in the Prospectus, the Pre-Transfer Holders shall lose their entire investment in the Notes and have no further rights with respect to the repayment of the principal amount of the Notes 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 the transfer described in the following sentence. On the business day immediately following the expiration of the Suspension Period, Barclays Bank PLC hereby instructs DTC to transfer all positions in the Notes to the DTC participant account of Barclays Capital Inc. (participant account number []). Barclays Bank PLC further requests DTC to post this notice on its Reorganization Inquiry for Participants System (or such other system as DTC uses for providing notices to holders of securities). Should DTC or any holders of the Notes have any inquiries, please contact:
2

Note: In final notice, this reference may refer to a successor holding company of Barclays Bank PLC or another entity within the Group. B-2

Exhibit B [Barclays Contact Person] [Telephone] [Fax] [Email] B-3

Exhibit C Form of Capital Adequacy Trigger Event Officers Certificate BARCLAYS BANK PLC Capital Adequacy Trigger Event Officers Certificate This Capital Adequacy Trigger Event Officers Certificate is being delivered in relation to Barclays Bank PLCs (the Bank) $3,000,000 7.625% Contingent Capital Notes due November 2022 (CUSIP: 06740L8C2, ISIN: US06740L8C27) issued on November 21, 2012 (the Notes) pursuant to the Dated Subordinated Debt Securities Indenture (the Base Indenture), dated October 12, 2010, between the Bank and The Bank of New York Mellon, as Trustee (the Trustee), as supplemented by the First Supplemental Indenture, dated November 21, 2012 (the First Supplemental Indenture), and pursuant to the prospectus supplement dated November 14, 2012, supplementing the prospectus dated August 31, 2010 (together, the Prospectus). Pursuant to Section 1.02 of the Base Indenture and Section 2.07 of the First Supplemental Indenture, the undersigned, being authorized signatories of the Bank and authorized by the Bank to give this certificate, each hereby certify as follows: (a) (b) (c) (d) I have read the provisions of the Base Indenture and those of the First Supplemental Indenture, setting forth certain provisions in respect of the occurrence of a Capital Adequacy Trigger Event (as defined in the First Supplemental Indenture), including Section 2.07 of the First Supplemental Indenture, and the definitions relating thereto; I have reviewed such corporate records and such other documents as I have deemed necessary as a basis for the opinion hereinafter expressed; I have also made such other examinations and investigations as I have deemed necessary to enable me to express an informed opinion as to the matters set forth in (d) below; and a Capital Adequacy Trigger Event has occurred with respect to the Notes. Such Capital Adequacy Trigger Event has occurred because the Groups (as defined in the First Supplemental Indenture) CET1 Ratio (as defined in the First Supplemental Indenture) as of [Date], as calculated by Barclays PLC on a consolidated basis in accordance with the capital adequacy standards and guidelines of the Financial Services Authority of the United Kingdom (or such other governmental authority having primary responsibility for the prudential supervision of Barclays Bank PLC) on such date, was less than 7.00%.

Concurrently with the delivery of this Capital Adequacy Trigger Event Officers Certificate, the Bank is delivering to The Depository Trust Company (DTC) an Automatic Transfer Notice (as defined in the First Supplemental Indenture) as a notice to DTC and for publication as a notice to Holders (as defined in the First Supplemental Indenture) in the form set forth in Exhibit B to the First Supplemental Indenture. C-1

Exhibit C The Trustee is entitled to conclusively rely on and accept this Capital Adequacy Trigger Event Officers Certificate without any duty whatsoever of further inquiry as sufficient and conclusive evidence of the occurrence of the Capital Adequacy Trigger Event, and this Capital Adequacy Trigger Event Officers Certificate shall be conclusive and binding on the Trustee and the Pre-Transfer Holders (as defined in the First Supplemental Indenture). C-2

Exhibit C Dated: [] By: Name: Title: By: Name: Title: C-3 Exhibit 5.1 November 21, 2012 Barclays Bank PLC, 1 Churchill Place, London E14 5HP, United Kingdom. Ladies and Gentlemen: In connection with the registration under the Securities Act of 1933 (the Act) of $3,000,000,000 aggregate principal amount of 7.625% Contingent Capital Notes due November 2022 (the Securities) of Barclays Bank PLC, a public limited company organized under the laws of England and Wales (the Bank), issued in global form pursuant to the Dated Subordinated Debt Securities Indenture, dated as of October 12, 2010 (the Base Indenture), between the Bank and The Bank of New York Mellon, as Trustee (the Trustee), as supplemented by the First Supplemental Indenture, dated as of November 21, 2012 (the First Supplemental Indenture and, together with the Base Indenture, the Indenture), we, as your United States counsel, have examined such corporate records, certificates and other documents, and such questions of United States federal and New York state law, as we have considered necessary or appropriate for the

Barclays Bank PLC purposes of this opinion. Upon the basis of such examination, we advise you that, in our opinion, the Securities constitute valid and legally binding obligations of the Bank, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors rights and to general equity principles; provided, however, that we express no opinion with respect to Section 12.01 of the Base Indenture or Section 4.01 of the First Supplemental Indenture, each of which is expressly stated to be governed by the laws of England and Wales. The foregoing opinion is limited to the federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. In rendering the foregoing opinion, we have assumed, without independent verification, that (i) the Bank has been duly organized and is an existing company under the laws of England and Wales and (ii) the Securities and the Indenture have been duly authorized, executed and delivered in accordance with the laws of England and Wales. We note that with respect to all matters of the laws of England and Wales relevant to the validity and legality of the Securities, you are receiving the opinion, dated the date hereof, of Clifford Chance LLP. In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in the Registration Statement or any related prospectus or other offering material regarding the Bank or the Securities or their offering and sale. -2-

Barclays Bank PLC We have relied as to certain factual matters on information obtained from public officials, officers of the Bank and other sources believed by us to be responsible, and we have assumed, without independent verification, that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Securities conform to the specimens examined by us, that the Trustees certificates of authentication of the Securities have been manually signed by one of the Trustees authorized officers, and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified. We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 6-K to be incorporated by reference in the Registration Statement and the reference to us under the heading Validity of Securities in the Prospectus Supplement relating to the Securities, dated November 14, 2012. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Sullivan & Cromwell LLP -3Exhibit 5.2 Barclays Bank PLC 1 Churchill Place London E14 5HP Dear Sirs Barclays Bank PLC U.S.$ 3,000,000,000 7.625 per cent. Contingent Capital Notes due November 2022 We have acted as English legal advisers to Barclays Bank PLC (the Issuer) in connection with the issue by the Issuer of U.S.$ 3,000,000,000 7.625 per cent. Contingent Capital Notes due November 2022 (the Notes) under the Dated Subordinated Debt Securities Indenture originally entered into on 12 October 2010 between the Issuer and The Bank of New York Mellon, as trustee (the Original Indenture), as supplemented by a Supplemental Indenture dated 21 November 2012 between the Issuer and The Bank of New York Mellon, as trustee (the Supplemental Indenture and, together with the Original Indenture, the Indenture). 1. 1.1 1.2 1.3 1.4 Documents The base prospectus dated 31 August 2010 relating to, inter alia, the Notes (the Base Prospectus). The prospectus supplement dated 14 November 2012 relating to the Notes (the Prospectus Supplement and, together with the Base Prospectus, the Prospectus). A copy of the Underwriting Agreement Standard Provisions dated 6 October 2010 relating to the Notes (the Underwriting Agreement). A copy of the pricing agreement dated 14 November 2012 relating to the Notes (the Pricing Agreement). -121 November 2012

For the purposes of this letter, we have examined inter alia the following:

1.5 1.6 1.7 1.8 1.9 1.10 1.11

A copy of the Indenture. Copies of the Barclays Bank Acts 1925 and 1984 and the Barclays Group Reorganisation Act 2002. A certified copy of the articles of association of the Issuer as adopted on 30 April 2010. A copy of extracts from the minutes of a meeting of the board of directors of the Issuer held on 14 April 1994 certified a true copy by Patrick Gonsalves. A copy of an extract of minutes of a meeting of the board of directors held on 14 February 2008 certified as a true copy by Charlotte Brehaut. A copy of the written resolutions of the Fund Raising Committee of the board of directors of the Issuer (the Fund Raising Committee) passed on 29 July 2010 certified as a true copy by Charlotte Evans. A copy of the written resolutions of the Treasury Committee of Barclays PLC and Barclays Bank PLC passed on 19 November 2012 certified as a true copy by Anthony Geffin.

The Underwriting Agreement and the Pricing Agreement shall together be referred to as the Issue Documents. Terms and expressions which are defined in the Underwriting Agreement or the Pricing Agreement have the same respective meanings where used in this letter. 2. 2.1 2.2 2.3 3. Searches and Enquiries A search was conducted with the Registrar of Companies in respect of the Issuer on 21 November 2012. An enquiry by telephone was made at the Companies Court in London of the Central Index of Winding Up Petitions at 10:15 a.m. on 21 November 2012 with respect to the Issuer. An online search of the FSA register of authorised persons under the FSMA was made at 9:45 a.m. on 21 November 2012 with respect to the Issuer. English Law

Save as described in paragraph 4 below, the opinions set out in this letter (which are strictly limited to the matters stated herein and are not to be read as extended, by implication or otherwise, to any other matters) relate only to English law as applied by the English courts as at todays date. This letter expresses no opinion on the laws of any other jurisdiction and is governed by English law. -2-

4.

Taxation

We express no opinion on any taxation matter, and none is implied or may be inferred, save as expressly specified in paragraph 6.3. In respect of those tax matters this Opinion is confined to, and given on the basis of, English law, United Kingdom tax law and Her Majestys Revenue and Customs (HMRC) practice in force or applied in the United Kingdom as at todays date. 5. 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 Assumptions All signatures, stamps and seals are genuine, all original documents are authentic, all deeds and counterparts were executed in single physical form and all copy documents are complete and conform to the originals. The copy of the articles of association of the Issuer referred to in paragraph 1.7 above is accurate and complete as of the date of this Opinion. In resolving to create and issue the Notes and to enter into the Issue Documents the directors of the Issuer acted in good faith to promote the success of the Issuer for the benefit of its members and in accordance with any other duty. Each director of the Issuer has disclosed any interest which he or she may have in the issue of the Notes in accordance with the provisions of the Companies Act 2006 and the Issuers articles of association and none of the directors has any interest in the issue of the Notes except to the extent permitted by the Issuers articles of association. The resolutions of the Issuers board of directors as set out in the extract from the minutes referred to in Schedule 1 (Documents and Enquiries) were duly passed at a properly constituted and quorate meeting of duly appointed directors of the Issuer and have not been amended or rescinded and are in full force and effect. That, as at 21 November 2012, Chris Lucas held the office of Group Finance Director and Benoit de Vitry held the office of Managing Director, Barclays Treasury. Save for those listed in paragraph 1 there is no other agreement, instrument, other arrangement or relationship between any of the parties to any of the Issue Documents which modifies, supersedes or conflicts with any of the Issue Documents. There has been no alteration in the status or condition of the Issuer as disclosed by the searches and enquiries referred to in paragraph 2. However, it is our experience that the searches and enquiries referred to in paragraph 2 may be unreliable. In particular, they are not conclusively capable of disclosing whether or not insolvency proceedings have been commenced. -3-

The opinions set out in this letter are based upon the following assumptions:

5.9 5.10 6. 6.1 6.2

The Notes do not carry and will not at any time carry a right to interest the amount of which exceeds a reasonable commercial return on the nominal amount of the capital. The Issuer is resident only in the United Kingdom for United Kingdom tax purposes. Opinion as to English Law On the basis of such assumptions and subject to the reservation set out below, we are of the opinion that the issue of the Notes has been duly authorised by or on behalf of the Issuer. From an English law perspective, the subordination provisions contained in Section 4.01 of the Supplemental Indenture have the effect that, in the event of the winding-up of the Issuer, the holders of the Notes will not be entitled to receive and retain amounts for application in payment of sums due in respect of the Notes unless and until the claims of the Senior Creditors which are proved for in such winding-up have been satisfied or provided for in full. We hereby confirm to you that the section entitled Tax ConsiderationsUnited Kingdom Taxation in the Prospectus Supplement is correct in all material respects. Reservations Our opinion is subject to Rule 2.85 and Rule 4.90 of the Insolvency Rules 1986 which provide for a mandatory right of set-off where there have been mutual dealings between a company and a creditor prior to that companys administration or (as the case may be) liquidation. We therefore express no opinion as to whether the subordination provisions in the Notes will be effective in this regard in an administration or liquidation of the Issuer or the holder of Notes in the event that any sum is then due (within the meaning of Rule 2.85 or Rule 4.90 of the Insolvency Rules 1986) to the holder of Notes from the Issuer under the Notes. We would refer you to section 107 of the Insolvency Act 1986 which provides that a companys property ... shall on the winding-up be applied in satisfaction of the companys liabilities pari passu. Nevertheless it is our view, following the decision of the Court of Appeal in SSSL Realisations (2002) Limited v AIG Europe (UK) Limited1, that contractual subordination provisions are effective under English law [2006] EWCA Civ 7 -4-

6.3 7. 7.1

The opinions set out in paragraph 6 above are subject to a number of reservations. You should particularly note the following reservations:

7.2

notwithstanding section 107 of the Insolvency Act 1986 and two earlier decisions of the House of Lords which could be construed as ruling that it was contrary to public policy to contract out of the pari passu rule. 7.3 7.4 We express no opinion as to whether interest payable to unsubordinated creditors under section 189 of the Insolvency Act 1986 would be payable in priority to the claims of holders of Notes under the Notes; Under section 238 of the Insolvency Act 1986, the court may set aside a transaction which is at an undervalue which was entered into within a specified period ending with the onset of insolvency (being, in broad terms, the earliest of the date of the commencement of a winding-up or, if earlier, the date of presentation of an application for an administration order, the filing with the court of a notice of intention to appoint an administrator, or the company entering administration). A transaction is at an undervalue if the transaction constitutes a gift or if the company enters into the transaction for a consideration the value of which is significantly less than the value of the consideration provided by the company. For such an order to be made the company must have been unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 at the time of the transaction or as a consequence of it. No order may be made if the company entered into the transaction in good faith and for the purpose of carrying on its business and there were reasonable grounds at that time for believing that the transaction would benefit the company. We are aware of no facts which suggest that an order might be made under this provision but would stress that the issues are primarily ones of fact; Under section 239 of the Insolvency Act 1986, the court may set aside a transaction which is a preference which was entered into within a specified period ending with the onset of insolvency (as in paragraph 5.5 above). A transaction is a preference if the company does anything or suffers anything to be done which has the effect of putting a creditor, surety or guarantor into a position which, in the event of the companys insolvent liquidation, would be better than if that thing had not been done or suffered. No order may be made unless the company was influenced in giving the preference by a desire to produce that result. For an order to be made the company must also have been unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 at the time of the transaction or as a consequence of it. This provision has effect not only in relation to the entry into of new transactions but also in relation to payments and other performance of obligations under existing transactions. We are aware of no facts which suggest that an order might be made under this provision in relation to the Issuer in connection with the issue of the Notes, but would stress that the issues are primarily ones of fact, and we express no view as to whether the performance of obligations falling due for performance in the future might constitute a preference at that time; -5-

7.5

7.6

Under section 178 of the Insolvency Act 1986, a liquidator of a company may disclaim onerous property of the company, which includes any unprofitable contract to which the company is party. Following the decision of the Court of Appeal in SSSL Realisations (2002) Limited v AIG Europe (UK) Limited2, a contract may be regarded as unprofitable where: 7.6.1 7.6.2 7.6.3 it imposes continuing financial obligations; it gives rise to prospective liabilities; or it requires performance over a substantial period of time or involves expenditure,

in each case on the part of the relevant company. Accordingly, and having regard to the nature and purpose of the subordination provisions of the Notes, we do not consider that the powers conferred by section 178 of the Insolvency Act 1986 could be used to avoid the subordination provisions of the Notes; 7.7 There are provisions in both the Companies Act 2006 and the Insolvency Act 1986 for schemes of arrangement or voluntary arrangements in respect of companies to be agreed by creditors or, in some cases, shareholders of the company. In the case of either a scheme of arrangement or a company voluntary arrangement, approval at the creditors meeting of its terms does not require unanimity of the affected creditors, whether or not present at the meeting. Such arrangements could affect rights of creditors including the relative ranking of their claims against the company. Any such an arrangement which purported to unwind or otherwise amend the application of the subordination provisions of the Notes would require to be voted upon by all affected creditors, which would include the general body of ordinary unsecured creditors of the Issuer who would be the constituency most affected by such an arrangement. In the case of a scheme of arrangement under Part 26 Companies Act 2006, such a scheme would, most likely, not become effective unless and until (i) it had been approved by a class meeting of the ordinary unsecured unsubordinated creditors of the Issuer, by the requisite statutory majorities of those creditors (being 75% by value and 50% by number of those attending and voting at the meeting) and (ii) it was then sanctioned by the High Court, which would withhold such sanction if it considered that the scheme was unfair. In the case of a voluntary arrangement under Part 1 of the Insolvency Act 1986, no such separate class meeting of the Issuers unsecured unsubordinated creditors [2006] EWCA Civ 7 -6-

would be convened. Rather, all creditors of the Issuer would be entitled to attend a meeting and vote on the proposal. However, if the arrangement were approved by the statutory majority of the Issuers creditors, it would be open to any unsecured unsubordinated creditor to apply to the High Court for the arrangement to be set aside on the ground that at least that creditor would be unfairly prejudiced by the arrangement. 7.8 Any obligation imposed on an English Noteholder or Trustee to hold a benefit, payment, distribution or other amount to the order of or on trust for another creditor may constitute a charge which may be required to be registered in accordance with the Companies Act 2006 to be effective. Although comments have been made by the Court of Appeal in Squires & Ors (Liquidators of SSSL Realisations (2002) Limited) v AIG Europe Limited [2006] EWCA Civ 7 to the effect that turnover trusts of the nature contained in the Indenture do not create registrable security, these comments, made in the context of section 395 Companies Act 1985, are of persuasive rather than binding authority only. No such registration has taken place. The confirmation provided in paragraph 6.3 is subject to the following specific reservations: 7.9.1 7.9.2 7.9.3 We give no confirmation as to any section of the Prospectus other than the confirmation set out in paragraph 6.3; The confirmation is given solely on the basis set out in paragraph 6.3 and in particular is limited to matters governed by English law; and Whilst we have reviewed the statements referred to in paragraph 6.3, we have not been responsible for drafting them so we might have expressed certain matters in a different manner or with a different emphasis.

7.9

8.

Limits of our Opinion

We express no opinion as to any agreement, instrument or other document other than as specified in this letter which may arise or be suffered as a result of or in connection with the Notes or their creation, issue, allotment or delivery. We have not been responsible for investigation or verification of statements of fact (including statements as to foreign law) or the reasonableness of any statements of opinion contained in the Prospectus, the Underwriting Agreement or the Pricing Agreement, nor have we been responsible for ensuring that the Prospectus contains all material facts. In particular, we have not been responsible for ensuring that the Prospectus complies with the requirements of any competent authority. -7-

This letter is given solely for the purposes of the issue of the Notes and for the information of the persons to whom it is addressed, and may not be relied upon for any other purpose or by any other person. We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 6-K to be incorporated by reference in the Registration Statement and the reference to us under the heading Validity of Securities in the Prospectus Supplement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the US Securities Act of 1933, as amended. Yours faithfully /s/ Clifford Chance LLP -8Exhibit 8.1 November 21, 2012 Barclays Bank PLC, 1 Churchill Place, London E14 5HP, United Kingdom. Ladies and Gentlemen: We have acted as your United States tax counsel in connection with the registration under the Securities Act of 1933 (the Act) of $3,000,000,000 of 7.625% Contingent Capital Notes due November 2022 (the Notes), which are direct, unsecured and subordinated obligations of Barclays Bank PLC, an English public limited company. We hereby confirm to you that our opinion is as set forth under the caption Tax Considerations Material U.S. Federal Income Tax Consequences in the prospectus supplement dated November 14, 2012 (the Prospectus Supplement) to the prospectus dated August 31, 2010, included in the Registration Statement on Form F-3 relating to the Notes. We hereby consent to the filing of this opinion as an exhibit to the Prospectus Supplement and to the

Barclays Bank PLC reference to us under the heading Tax Considerations Material U.S. Federal Income Tax Consequences in the Prospectus Supplement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act. Very truly yours, /s/ Sullivan & Cromwell LLP -2-