Draft: 04.03.08 - PKO BP SA BDM - PKO Bank Polski

- 2 -material future events concerning the relevant underlyings could affect the trading price and value ofthe Notes.These Final Terms do not constitute an offer to sell or the solicitation of an offer to buy any Notes or aninvestment recommendation. Neither the delivery of these Final Terms nor any sale hereunder shall,under any circumstances, create any implication that there has been no change in the affairs of theIssuer since the date hereof or that the information contained herein is correct as of any date subsequentto this date.The distribution of these Final Terms and the offering, sale and delivery of the Notes in certainjurisdictions may be restricted by law. Persons into whose possession these Final Terms come arerequired by the Issuer to inform themselves about and to observe any such restrictions. For a furtherdescription of certain restrictions on the offering and sale of the Series, see Part F "Subscription andSale" of the Base Prospectus as supplemented or amended by these Final Terms.1. Issuer: Barclays Bank PLC2. Series Number: 4363. Language of Conditions: English4. Specified Currency or Currencies: Polish Zloty ("PLN")5. Aggregate Principal Amount:Series:Up to PLN 150,000,000Up to PLN 150,000,0006. Issue Price: 100.00 per cent. of the SpecifiedDenomination7. Specified Denominaton: PLN 100. There is minimum holding andtransfer size of PLN 5,000.8. Issue Date: 10 April 20089. Maturity Date: 16 April 201010. Interest Basis: Not Applicable11. (i) Redemption/ Payment Basis:(ii) Protection Amount:12. Change of Interest orRedemption/Payment Basis:Equity Linked RedemptionProtection of 100 per cent. of the SpecifiedDenomination when held until maturityNot Applicable13. Put/Call Options: Not Applicable14. (i) Listing:(ii) Additional existing listings:Application will be made for admission totrading of the Notes on the Warsaw StockExchange (Giełda Papierów Wartościowychw Warszawie S.A.) (Parallel Market; RynekRównoległy). It is envisaged that the tradingwill commence on or after the 28April 2008.Not Applicable15. Estimated Expenses: Up to PLN 158.000

- 3 -16. Use of Proceeds: Not Applicable17. Material Interest: Not ApplicablePROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE18. Fixed Rate Note Provisions: Not Applicable19. Floating Rate Note Provisions: Not Applicable20. Zero Coupon Note Provisions: Not Applicable21. Interest Bearing Index Linked Notes: Not ApplicablePROVISIONS RELATING TO REDEMPTION22. Automatic Exercise (§ 1(1)): Applicable23. Call Option: Not Applicable24. Put Option: Not Applicable25. § 4(3) Early Redemption following theoccurrence of:(i)Change in Law:Applicable(ii) Hedging Disruption:(iii) Increased Cost of Hedging:26. Final Redemption Amount of eachNote:27. Early Redemption Amount(s) of eachNote payable on redemption on anEvent of Default or Tax Call and/ orthe method of calculating thesame (if required or if different fromthat set out in §4):ApplicableApplicableThe Equity Linked Redemption Amount; seeAppendix ASee Appendix APROVISIONS RELATING TO INDEX LINKED NOTES28. Index Linked Certificate Provisions: Not ApplicablePROVISIONS RELATING TO CURRENCY LINKED NOTES29. Currency Linked Note Provisions: Not ApplicablePROVISIONS RELATING TO COMMODITY LINKED NOTES30. Commodity Linked Note Provisions: Not ApplicablePROVISIONS RELATING TO EQUITY LINKED NOTES31. Equity Linked Note Provisions:Applicable(i)Share Basket TransactionApplicable; Basket of equally weighted

- 4 -(ii)Underlying Securities:(a) Issuers:(b) ISIN Code / Common Code:(c) Related Exchange:(d) Options Exchange:(e) All Exchanges:Shares, see Appendix ASee Appendix ASee Appendix ASee Appendix ASee Appendix ASee Appendix ANot Applicable(iii) Formula to determine EquityLinked Redemption Amount:(iv) Provisions where calculation byreference to the UnderlyingSecurities and/ or formula isimpossible or impracticable:See Appendix BPursuant to § 4d(v)Provisions relating to thedetermination of the ReferenceAsset Amount:Not Applicable(vi) Delivery Agent:(vii) Clearing System for the deliveryof the Underlying Securities:(viii) Disruption Cash SettlementPrice:(ix) Equity Valuation Date(s):Not ApplicableNot ApplicableNot ApplicableThe Strike Date and the Valuation Date, seedefinitions in Appendix B(x)Equity Valuation Time:Applicable(xi) Details of any other relevantterms, any stock exchangerequirement/ tax considerations:(xii) Method of calculating the EarlyRedemption Amount (other thanfollowing an Event of Default orTax Call):(xiii) Protection Amount:(xiv) Extraordinary Event:(xv) Additional provisions:Not ApplicableSee Appendix BProtection of 100 per cent. of the SpecifiedDenomination when held until maturityApplicable in relation to a Merger Event, aTender Offer, Nationalisation, Insolvency ora DelistingSee Appendix BPROVISIONS RELATING TO BOND LINKED NOTES32. Bond Linked Note Provisions: Not Applicable

- 5 -PROVISIONS RELATING TO EXCHANGEABLE NOTES33. Exchangeable Note Provisions: Not ApplicablePROVISIONS RELATING TO CREDIT LINKED NOTES34. Credit Linked Note Provisions: Not ApplicablePROVISIONS RELATING TO DUAL CURRENCY NOTES35. Dual Currency Provisions: Not ApplicableGENERAL PROVISIONS APPLICABLE TO THE NOTES36. Form of Notes: Permanent Global Note37. Relevant Financial Centre(s) or otherspecial provisions relating to PaymentDays (§5(2)):London and Warsaw38. Details relating to Partly Paid Notes: Not Applicable39. Redenomination, renominalisation andreconventioning provisions:Not Applicable40. Consolidation Provisions: Not Applicable41. Additional Provisions: Not Applicable42. Additional Tax Disclosure: See Appendix CDISTRIBUTION43. Method of Distribution: Non-Syndicated44. (i) If syndicated, names ofManagers:Not Applicable(ii)firm commitment:Not Applicable(iii) no firm commitment/best effortsarrangement:Not Applicable45. Intermediaries in Secondary Trading:(i)(ii)Stabilising Manager:Other:Not ApplicableBarclays Bank PLC will act as intermediaryin the secondary market and will providedaily liquidity in the secondary market undernormal market conditions with a bid/offerspread of 2.00 per cent.46. Entity accepting subscriptions: Applications for the Notes can be madethrough the customers service points of PKOBank Polski SA Dom Maklerski (the OfferCoordinator) and through selected branchesof PKO Bank Polski. Distribution will be in

- 6 -accordance with the Offer Coordinator'susual procedures.By agreeing to purchase the Notes, theinvestor is deemed to represent and warrantto the Issuer that it is not a designated orblocked person as identified on the listmaintained by the US Office of ForeignAssets Control (OFAC).47. Subscription period: The Notes may be subscribed from andincluding 17 March 2008 up to andincluding 4 April 2008 subject to earlytermination and extension within thediscretion of the Issuer.48. Subscription Agreement (if any): Not Applicable49. Commissions:(i)(ii)Management/UnderwritingCommission:Selling Commission:Not ApplicableNot Applicable(iii) Listing Commission:(iv) Other:Not ApplicableFees paid to a distribution partner (if any)will be disclosed upon request and if suchobligation results from currently prevailinglaw and/or practice.50. Application Process: Not Applicable51. Minimum and/or maximum amount ofapplication:Not Applicable52. Process for notification: Not Applicable53. Categories of potential investors: Natural persons, legal entities andorganisational units without legal personalityacting in their capacity as retail andinstitutional investors54. Information with regard to the mannerand date of the offer:Not Applicable55. If non-syndicated, name of Manager:Offer Coordinator:Barclays Bank PLCDom Maklerski PKO BP SA56. Applicable TEFRA rules: TEFRA C57. Additional selling restrictions: Not Applicable58. Certification of non-U.S. status: Not Applicable59. Third Party Information Where information has been sourced from athird party, confirmation is given that thisinformation has been accurately reproducedand that as far as the Issuer is aware and is

- 7 -able to ascertain from information publishedby that third party, no facts have beenomitted which would render the reproducedinformation inaccurate or misleading. Thesource of information is set out where therelevant Information is given. The Issuer hasneither independently verified any suchinformation, nor accepts any responsibilityfor error or omission made in the sourceitself.OPERATIONAL INFORMATION60. ISIN: XS035086528261. Common Code: 03508652862. German Securities Code: BC1BJM (WKN)63. (i) Clearing System(s):Krajowy Depozyt Papierów Wartościowych,ul. Książęca 4, PL-00-498 WarszawaEuroclear Bank S.A./N.V. (EuroclearOperator), 1. Boulevard du Roi Albert II, B-1210 BrusselsClearstream Banking société anonyme,Luxembourg, 42 Avenue JF Kennedy, L-1855 Luxembourg(ii)Clearing System for delivery ofthe Underlying Securities:Not Applicable(iii) Physical Delivery:Not Applicable64. Delivery: Delivery against payment65. Fiscal and Paying Agent: Deutsche Bank AktiengesellschaftGrosse Gallusstrasse 10-1460272 Frankfurt am Main66. Additional Paying Agent(s) (if any): Not Applicable67. Determination Agent: Barclays Bank PLC5 The North ColonnadeLondon E14 4BB, EnglandSigned on behalf of the Issuer:By: ___________________________Duly authorisedBy: ___________________________Duly authorised

- 8 -APPENDIX ATO THE FINAL TERMSUnderlying Securities and Issuers (i.e. of the Share(i), as defined in the following table)i Share(i) Bloomberg ISIN Currency Exchange12345SatyamComputerServicesCognizantTechnologySolutionsCorporationHDFC BankLTDICICI BankLimitedInfosysTechnologiesSAY US US8040981016 US DollarCTSH US US1924461023 US DollarHDB US US40415F1012 US DollarIBN USUS45104G1040 US DollarINFY US US4567881085 US Dollar6 Wipro Ltd WIT US US97651M1099 US Dollar78RelianceIndustries LtdTata MotorsLtdRIGD LI US7594701077 US DollarTTM US US8765685024 US DollarNew YorkStockExchangeNASDAQNew YorkStockExchangeNew YorkStockExchangeNASDAQNew YorkStockExchangeLondonStockExchangeNew YorkStockExchangeRelatedExchangeAllExchangesAllExchangesAllExchangesAllExchangesAllExchangesAllExchangesAllExchangesAllExchanges

- 9 -1. Equity Linked Redemption AmountAPPENDIX BTO THE FINAL TERMSThe Equity Linked Redemption Amountand provisions relating to Early RedemptionOn the Maturity Date, each Note will be redeemed at the Equity Linked Redemption Amount inaccordance with Condition § 4b which is to be calculated by the Determination Agent in accordancewith the following provisions:whereby:⎡⎛⎛ Share(i) ⎞⎞⎤FinalPLN 100× 100% + Participation*Max 0%;⎢⎢⎜⎜∑wi× Min⎜⎜ 20%;−1⎟⎟⎟⎟⎣⎝⎝ Share(i)Initial ⎠⎠⎥⎥⎦"Participation" means a percentage expected to be not less than 90 per cent. and not greater than110 per cent. For the avoidance of doubt, the percentage shall be determined not later than the StrikeDate and shall be published by the Issuer in accordance with § 12 of the Terms and Conditions and onthe website www.barx-is.com;"w i " means the weight if Share(i) corresponding to 12.5 per cent for Share(i);"Share(i) final " means the official closing prices of Share(i) on the relevant Exchange (as defined in thetable under Appendix A) on the Valuation Date;"Share(i) initial " means the official closing prices of Share(i) on the relevant Exchange on the StrikeDate;"Share(s)", "Underlying Securities" or "Share(s)(i)" means each Share specified in the column"Share(i)" of the table set forth in Appendix A;"Valuation Date" means 12 April 2010."Strike Date" means 10 April 2008; and2. Early RedemptionIf the Notes are redeemed early, the Early Redemption Amount shall be an amount in Euro determinedby the Determination Agent in its sole discretion.

- 10 -APPENDIX CTO THE FINAL TERMSTAXATION IN POLAND(a)General InformationThe following is a discussion of certain Polish tax considerations relevant to an investor who is residentin Poland or otherwise subject to Polish taxation. This statement should not be understood to be taxadvice. It is based on Polish tax laws and interpretations in effect on the date of this prospectus, whichmay be subject to change. This description does not purport to be complete with respect to the taxinformation that may be relevant to investors due to their personal circumstances. Prospective buyersof the Securities are advised to consult their professional tax advisor regarding the tax consequences ofthe purchase, ownership, disposal, redemption or transfer without consideration of the Securities.(b)(i)Taxation of a Polish tax resident private investor (natural persons)Income from capital investmentsIncome other than interest derived by a Polish tax resident individual (i.e. a natural person generallyresident in Poland) from financial instruments held as non-business assets, qualify as capital incomeaccording to Art. 17 of the Polish Personal Income Tax Act. This income is subject to 19% flat ratetax. The costs of acquiring the securities will be recognised at the time the revenue is achieved. Inprinciple, this income should be finally settled by the taxpayer by 30 April of the following year.Individuals are advised to consult their tax advisor on this issue.This income does not cumulate with general income subject to the progressive tax rate.(ii)Withholding Tax on Interest IncomeIf the Securities are kept in a securities account maintained with a Polish bank or a Polish brokeragehouse (including sponsors account), such bank or brokerage house is generally required to withhold taxat 19% on any interest or discount (i.e. the difference between the redemption price paid by the issuerand the initial purchase price of the Securities paid by the investor) paid to an investor.If interest is paid by a foreign entity, further to currently prevailing interpretations the entity would notbe obliged to withhold Polish income tax and the tax should be settled by the individual. Potentiallythe foreign entity could make withholdings pursuant to laws of other jurisdictions. Any withholdingtax incurred outside Poland (including countries which have not concluded any tax treaty with Poland),up to an amount equal to 19% of the interest amount, could be deducted from the Polish tax liability.Interest income does not cumulate with general income subject to the progressive tax rate.(c)Taxation of a Polish tax resident holding the Securities as a business asset, individual orcorporationA Polish tax resident holding the Securities as a business asset will be subject to income tax (both oncapital gains and on interest/discounts) following the same principles as those applying to any otherincome from business activity. It should be noted that, as a rule, under Polish income tax interest isrecognised as revenue on a cash basis, i.e. when received and not when accrued. In respect of capitalgains, the costs of acquiring the Securities will be recognised at the time the revenue is achieved. Inrespect of natural persons holding the Securities as a business asset, the tax authorities may require thatthe tax on the income deriving from interests/discount is withheld following the same principles thatapply to individual private investors.The appropriate tax rate will be the same as the tax rate applicable to business activity, i.e. 19% for acorporation or, in the case of an individual, the progressive tax rates or 19% flat rate, depending on thetaxpayer’s choice and whether he/she meets other requirements.

- 11 -(d)Securities held by a non-Polish tax resident individual or corporateNon-Polish residents are subject to Polish income tax only with respect to their income derived fromPoland. If notes are issued by a foreign entity, in principle interest should not be considered as derivedfrom Poland. Capital gains should also not be considered as arising in Poland unless the notes areadmitted to a stock exchange in Poland (the Warsaw stock exchange). Most of the tax treatiesconcluded by Poland provide for Polish tax exemption with respect to capital gains derived fromPoland by a foreign tax resident. The treaties also mitigate Polish domestic withholding tax of 20% oninterest (down to 15%, 10%, 5% or 0% depending on the relevant treaty and occasionally on the statusof the interest recipient).If the foreign recipient of income acts through a permanent establishment in Poland, as a matter ofprinciple it should be treated in the same manner as a Polish tax resident (described above).FR: 1200317_3