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Barclays, Base Prospectus 2006

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Negative Pledge<br />

None.<br />

Events of Default<br />

The Notes will provide for Events of Default.<br />

-10-<br />

Listing<br />

Application will be made to the Frankfurt Stock Exchange and/or the Baden-Wuerttemberg Stock<br />

Exchange for such Notes to be admitted to trading, either (i) on the official list (amtlicher Markt), the<br />

regulated market (geregelter Markt), or (ii) on the unregulated market (Freiverkehr) of the Frankfurt<br />

Stock Exchange and/or the Baden-Wuerttemberg Stock Exchange (EUWAX), as the case may be. In<br />

addition Notes may be listed on further stock exchanges or may not be listed at all as agreed between<br />

the Issuer and the relevant Manager(s) in relation to the relavant issue.<br />

Governing Law<br />

The Notes will be governed by German law.<br />

Selling Restrictions<br />

There will be specific restrictions on the offer and sale of Notes and the distribution of offering<br />

materials in the European Economic Area, the United States of America, Japan and such other<br />

restrictions as may be required under applicable law in connection with the offering and sale of a<br />

particular Tranche of Notes. See "Selling Restrictions".<br />

Jurisdiction<br />

Non-exclusive place of jurisdiction for any legal proceedings arising under Notes is Frankfurt am<br />

Main.<br />

3. Summary of the "Description of <strong>Barclays</strong> Bank PLC"<br />

General Information<br />

<strong>Barclays</strong> Bank PLC (the" Issuer") is a public limited company registered in England and Wales under<br />

number 1026167. The liability of the members of the Issuer is limited. It has its registered head office<br />

at 1 Churchill Place, London E14 5HP (England). Its telephone number is +44 (0) 20 7116 1000.<br />

<strong>Barclays</strong> Bank PLC was established by Royal Charter on 1st June, 1836 as The Colonial Bank. The<br />

Issuer was reincorporated on 15th September, 1925 under the Colonial Bank Act 1925 and on<br />

1st October, 1971 was registered as a company limited by shares under the Companies Acts 1948 to<br />

1967. On 27th November, 1981 it became a private company for the purposes of the Companies Act<br />

1980. Pursuant to the <strong>Barclays</strong> Bank Act 1984, on 1st January, 1985, the Issuer was re-registered as a<br />

public limited company and its legal name was changed from "<strong>Barclays</strong> Bank International Limited" to<br />

"<strong>Barclays</strong> Bank PLC". Various divisions of the Issuer act under commercial names from time to time,<br />

which include "<strong>Barclays</strong> Capital", "<strong>Barclays</strong> Global Investors" and "Barclaycard".<br />

Principal activities, principal markets and organisational structure<br />

The Issuer and its subsidiary undertakings (taken together, the "Group") is a UK-based major global<br />

financial services provider engaged in retail and commercial banking, credit cards, investment banking,<br />

wealth management and investment management services. The Issuer has a very large international<br />

presence in Europe, the USA, Africa and Asia. In terms of market capitalisation the Issuer is one of the<br />

top ten largest banks in the world. The Issuer operates in over 60 countries. The Group had an average<br />

number of employees worldwide of 92,800 (excluding agency staff) during the year 2005.<br />

The whole of the issued ordinary share capital of the Issuer is beneficially owned by <strong>Barclays</strong> PLC,<br />

which is the ultimate holding company of the Group and one of the largest financial services companies<br />

in the world by market capitalisation.<br />

Capitalisation and Indebtedness of <strong>Barclays</strong> Bank PLC<br />

The following table sets out the authorised and issued share capital of the Issuer and the Group's total<br />

shareholders' equity, indebtedness and contingent liabilities as at 31st December, 2005. The<br />

information has been prepared in accordance with the International Financial Reporting Standards<br />

("IFRS"):

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