BARCLAYS BANK PLC Barclays Capital

Master Subscription Agreement
- 222 - Part F
Subscription and Sale
SUBSCRIPTION AND SALE
Pursuant to a master subscription agreement relating to the Programme (the "Master Subscription
Agreement"), the Manager (being, at the date of this Base Prospectus, Barclays Bank PLC in its
capacity as a Manager) has agreed with the Issuer the basis on which it may from time to time agree to
purchase Notes. The Master Subscription Agreement makes provisions for the appointment of, and
agreement to purchase Notes with, additional or other managers (each a "Manager"). Any such
agreement will extend to those matters stated under "Summary of the Programme " and the relevant
"Terms and Conditions" set out above. In the Master Subscription Agreement, the Issuer has agreed to
reimburse the Manager for certain of its expenses in connection with the establishment of the
Programme and the issue of Notes under the Programme. The Notes will be offered on a continuous
basis by the Issuer to the Manager(s) and may be resold by the relevant Manager(s) at market prices
prevailing at the time of such sale.
Selling Restrictions
General
The Manager has represented and agreed (and each additional Manager will be required to represent
and agree) that it will comply with all applicable securities laws and regulations in force in any
jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributes the Base
Prospectus and will obtain any consent, approval or permission required by it for the purchase, offer,
sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is
subject or in which it makes such purchases, offers, sales or deliveries and neither the Issuer nor any
Manager shall have any responsibility therefor. Neither the Issuer nor the Manager has represented that
Notes may at any time lawfully be sold in compliance with any applicable registration or other
requirements in any jurisdiction, or pursuant to any exemption available thereunder, or has assumed
any responsibility for facilitating such sale. With regard to each Tranche, the relevant Manager will be
required to comply with such other additional restrictions as the relevant Issuer and the relevant
Manager shall agree and as shall be set out in the applicable Final Terms.
United States of America
The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the
"Securities Act"), and, except as provided in the relevant Final Terms with respect to Notes with a
maturity on the issue date of one year or less, may not be offered or sold within the United States or to,
or for the account or benefit of, U.S. persons except in accordance with Regulation S under the
Securities Act ("Regulation S") or pursuant to an exemption from the registration requirements of the
Securities Act.
Except as provided in the relevant Final Terms with respect to Notes with a maturity on the issue date
of one year or less, the Manager has represented and agreed (and each additional Manager will be
required to represent and agree) that it has offered and sold any Notes, and will offer and sell any Notes
(i) as part of their distribution at any time and (ii) otherwise until 40 days after the completion of the
distribution of all Notes of the Tranche of which such Notes are a part within the United States or to, or
for the account of, U.S. persons and it will have sent to each manager to which it sells Notes during the
distribution compliance period a confirmation or other notice setting forth the restrictions on offers and
sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms
used in this paragraph and in the preceding paragraph shall have the meanings given to them by
Regulation S.
Accordingly, the Manager has further represented and agreed (and each additional Manager will be required
to further represent and agree) that neither it, its affiliates nor any persons acting on its or their
behalf have engaged or will engage in any directed selling efforts with respect to any Note, and it and
they have complied and will comply with the offering restrictions requirement of Regulation S.