Barclays, Base Prospectus 2006

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delivered, and will not offer, sell or deliver, directly or indirectly, Notes in bearer form within the
United States or its possessions in connection with the original issuance. Further, the Manager has
represented and agreed (and each additional Manager will be required to represent and agree) in
connection with the original issuance of Notes in bearer form, that it has not communicated, and will
not communicate directly or indirectly, with a prospective purchaser if such purchaser is within the
United States or its possessions and will not otherwise involve its U.S. office in the offer or sale of
Notes in bearer form. Terms used in this paragraph have the meanings given to them by the U.S.
Internal Revenue Code and regulations thereunder, including the C Rules.
Each issue of Commodity Linked Notes shall be subject to the additional U.S. Commodities Restriction
as set out below:
(a) Type 1 U.S. Commodities Restrictions will generally apply in the case of Notes that may
implicate the U.S. commodities laws but that may, in limited circumstances as agreed between
the relevant Issuer and the relevant Manager, be purchased, or redeemed when held, by or on
behalf of certain persons in the United States.
If the Final Terms for Notes of any Series indicates that Type 1 U.S. Commodities
Restrictions apply, the U.S. Commodities Restrictions will be as follows:
Trading in the Notes has not been approved by the U.S. Commodity Futures Trading
Commission under the U.S. Commodity Exchange Act. Except in limited circumstances as
agreed between the Issuer and the relevant Manager, the Notes may not at any time be offered,
sold or delivered in the United States or to, or for the account or benefit of, U.S. persons, nor
may any U.S. person, except in limited circumstances as agreed between the Issuer and the
Manager, at any time trade or maintain a position in the Notes. The redemption of a Note or
the payment of the Redemption Amount, Early Redemption Amount or other similar amount
on redemption of a Note will be conditional on certification that (a) neither the person holding
the Notes that are being redeemed, nor any person on whose behalf the Notes that are being
redeemed are held, is a U.S. person or a person within the United States or (b) the person
redeeming the Notes, and each person on whose behalf the Notes are being redeemed or who
is the beneficial owner thereof, is an Eligible Contract Participant (as such term is defined in
the Commodity Exchange Act), or such other form of certification as may be agreed between
the Issuer or one of its affiliates and the Noteholder to equivalent effect.
The Manager has represented and agreed (and each additional Manager named in the Final
Terms will be required to represent and agree) (a) that it has not, except in limited
circumstances as agreed between the Issuer and such Manager, acquired, and will not, except
in such limited circumstances, at any time acquire, any Notes for the account or benefit of any
U.S. person and (b) that it has not, except in limited circumstances as agreed between the
Issuer and such Manager, offered, sold, traded or delivered, and will not, except in such
limited circumstances, at any time offer, sell, trade or deliver, any Notes, whether acquired in
connection with the distribution of the Notes or otherwise, in the United States or to, or for the
account or benefit of, U.S. persons. Barclays Capital Inc. may act as agent for Barclays Bank
PLC in respect of such offers and sales and receive certain consideration from Barclays Bank
PLC in connection therewith.
Terms in the two immediately preceding paragraphs not otherwise defined have the meanings
given to them by Regulation S. Thus, as used herein, the term "United States" includes the
territories, the possessions and all other areas subject to the jurisdiction of the United States of
America, and the term "U.S. person" includes a resident of the United States, a corporation,
partnership or other entity created or organised in or under the laws of the United States or an
estate or trust the income of which is subject to United States federal income taxation
regardless of its source.
Alternative or additional selling restrictions may apply where so indicated in the Final Terms
for Notes of any Series.
(b) Type 2 U.S. Commodities Restrictions will generally apply in the case of Notes that may
implicate the U.S. commodities laws resulting in a prohibition on purchase or holding by
persons in the United States.