Notice to Covered Bondholders

NOTICE TO COVERED BONDHOLDERS

BARCLAYS BANK PLC

1 Churchill Place

London E14 5HP

(the "Issuer")

(incorporated with limited liability in England and Wales with registered number 1026167)

€35 billion Global Covered Bond Programme

unconditionally and irrevocably guaranteed as to payments of interest and principal by BARCLAYS COVERED BONDS LLP

(the "Programme")

NOTICE OF AMENDMENTS TO RELEVANT TRANSACTION DOCUMENTS

to the holders of the outstanding Covered Bonds

1. AMENDMENTS TO THE Relevant transaction documents

1.1 Capitalised terms used herein but not otherwise defined shall have the same meaning given to them in the master definitions schedule dated 18 December 2007 between, inter alios, the Issuer, Barclays Covered Bonds LLP (the "LLP") and the Citicorp Trustee Company Limited, as from time to time amended, varied, novated or supplemented (the "Master Definitions Schedule").

1.2 With effect from 23 January 2013, amendments (the "Amendments") have been made to the Relevant Transaction Documents (as defined below) under the Programme to change the way that the economic benefit of the Mortgage Reserves is included in the Programme. Following the Amendments, instead of the LLP receiving the economic benefit of the Mortgage Reserves by way of a variable funding note, the MRCLN, it will instead receive such benefit by holding a beneficial interest in a trust, the Mortgage Reserve Originator Trust, over the Mortgage Reserves. The Amendments give effect to the replacement of the MRCLN with the Mortgage Reserve Originator Trust.

1.3 In order to implement the Amendments:

1.3.1 the following new Transaction Documents have been entered into:

(a) a Mortgage Reserve Originator Trust Deed;

(b) an LLP Deed of Covenant; and

(c) a Second Supplemental Deed of Charge,

(the "New Transaction Documents"); and

1.3.2 the following Transaction Documents have been amended and/or restated or supplemented:

(a) Limited Liability Partnership Deed;

(b) Mortgage Sale Agreement;

(c) Master Definitions Schedule;

(d) Cash Management Agreement;

(e) Intercompany Loan Agreement;

(f) Administration Agreement; and

(g) TRS Confirmation,

(the "Amended and Restated Transaction Documents" and, together with the New Transaction Documents, the "Relevant Transaction Documents").

1.4 Copies of the Relevant Transaction Documents will be available for inspection at the specified office of the Issuer set out at paragraph 2 below with effect from 24 January 2013.

2. FURTHER INFORMATION

For further information regarding the matters set out in this notice, please contact:

Barclays Treasury

1 Churchill Place

London E14 5HP

This notice does not constitute or form part of any offer to sell or the solicitation of an offer to subscribe for or otherwise acquire any securities.

Dated 24 January 2013