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Barclays, Base Prospectus 2006

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- 164 -<br />

If the Final Terms for Notes of any Series indicates that Type 2 U.S. Commodities<br />

Restrictions apply, the U.S. Commodities Restrictions will be as follows:<br />

Trading in the Notes has not been approved by the U.S. Commodity Futures Trading<br />

Commission under the U.S. Commodity Exchange Act. The Notes may not at any time be<br />

offered, sold or delivered in the United States or to, or for the account or benefit of, U.S.<br />

persons, nor may any U.S. person at any time trade or maintain a position in the Notes. The<br />

redemption of a Note or the payment of the Redemption Amount, Early Redemption Amount<br />

or other similar amount on redemption of a Note will be conditional on certification as to<br />

non-U.S. beneficial ownership.<br />

The Manager has represented and agreed (and each additional Manager named in the relevant<br />

Final Terms will be required to represent and agree) (a) that it has not acquired, and will not at<br />

any time acquire, any Notes for the account or benefit of any U.S. person and (b) that it has<br />

not offered, sold, traded or delivered, and will not at any time offer, sell, trade or deliver, any<br />

Notes, whether acquired in connection with the distribution of the Notes or otherwise, in the<br />

United States or to, or for the account or benefit of, U.S. persons.<br />

Terms in the two immediately preceding paragraphs not otherwise defined have the meanings<br />

given to them by Regulation S.<br />

Each issue of index- or currency-linked Notes shall be subject to such additional U.S. selling<br />

restrictions as the Issuer and the relevant Manager may agree as a term of the issue and purchase of<br />

such Notes, which additional selling restrictions shall be set out in the Final Terms. The Manager has<br />

represented and agreed (and each additional Manager will be required to represent and agree) that it<br />

shall offer, sell and deliver such Notes only in compliance with such additional U.S. selling restrictions.<br />

European Union<br />

In relation to each Member State of the European Economic Area which has implemented the<br />

<strong>Prospectus</strong> Directive (each, a "Relevant Member State"), the Manager represents and agrees, and each<br />

further Manager appointed under the Programme will be required to represent and agree, that with<br />

effect from and including the date on which the <strong>Prospectus</strong> Directive is implemented in that Relevant<br />

Member State (the "Relevant Implementation Date") it has not made and will not make an offer of<br />

Notes to the public in that Relevant Member State except that it may, with effect from and including<br />

the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State:<br />

(i) in (or in Germany, where the offer starts within) the period beginning on the date of<br />

publication of a prospectus in relation to those Notes which has been approved by the<br />

competent authority in that Relevant Member State or, where appropriate, approved in<br />

another Relevant Member State and notified to the competent authority in that Relevant<br />

Member State, all in accordance with the <strong>Prospectus</strong> Directive and ending on the date which is<br />

12 months after the date of such publication;<br />

(ii) at any time to legal entities which are authorised or regulated to operate in the financial<br />

markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in<br />

securities;<br />

(iii) at any time to any legal entity which has two or more of (1) an average of at least 250<br />

employees during the last financial year; (2) a total balance sheet of more than €43,000,000<br />

and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or<br />

consolidated accounts; or<br />

(iv) at any time in any other circumstances which do not require the publication by the Issuer of a<br />

prospectus pursuant to Article 3 of the <strong>Prospectus</strong> Directive.<br />

For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any<br />

Notes in any Relevant Member State means the communication in any form and by any means of<br />

sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor<br />

to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any<br />

measure implementing the <strong>Prospectus</strong> Directive in that Member State and the expression "<strong>Prospectus</strong>

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