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Barclays, Base Prospectus 2006

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- 45 -<br />

[[In the case of TEFRA C [Notes] [Certificates] insert:]<br />

[(2)] Permanent Global Note. The [Notes] [Certificates] are represented by a permanent global note<br />

(the "Permanent Global Note" or "Global Note") without coupons which shall be signed<br />

manually by one authorised signatory of the Issuer and shall be authenticated by or on behalf of<br />

the Fiscal Agent.]<br />

[[In the case of TEFRA D [Notes] [Certificates] insert:]<br />

[(2)] Temporary Global Note – Exchange.<br />

(a) The [Notes] [Certificates] are initially represented by a temporary global note (the<br />

"Temporary Global Note") without coupons which will be exchangeable for a<br />

permanent global note (the "Permanent Global Note" and, together with the Temporary<br />

Global Note, each a "Global Note") without coupons. Each Global Note shall be signed<br />

manually by one authorised signatory of the Issuer and shall each be authenticated by or<br />

on behalf of the Fiscal Agent.<br />

(b) The Temporary Global Note shall be exchanged for the Permanent Global Note on a date<br />

(the "Exchange Date") not earlier than 40 days and not later than 180 days after the<br />

Issue Date. Such exchange and any payment of interest on Notes represented by a<br />

Temporary Global Note shall only be made upon delivery of certifications to the effect<br />

that the beneficial owner or owners of the Notes represented by the Temporary Global<br />

Note is not a U.S. person as defined by the U.S. Securities Act of 1933. Any such<br />

certification received by the Fiscal Agent on or after the 40th day after the Issue Date<br />

will be treated as a request to exchange such Temporary Global Note as described above.<br />

Any securities delivered in exchange for the Temporary Global Note shall be delivered<br />

only outside of the United States.]<br />

(3) Clearing System. Each Global Note will be kept in custody by or on behalf of the Clearing<br />

System until all obligations of the Issuer under the [Notes] [Certificates] have been satisfied.<br />

"Clearing System" means [[if more than one Clearing System insert:] each of] the following:<br />

[Clearstream Banking AG, Frankfurt am Main ("Clearstream Frankfurt")] [Clearstream<br />

Banking société anonyme, Luxembourg ("Clearstream Luxembourg")] [Euroclear Bank<br />

S.A./N.V., as operator of the Euroclear System ("Euroclear")] [,] [and] [other Clearing System]<br />

or any successor in this capacity. The [Noteholders] [Certificateholders] have claims to coownership<br />

shares of the respective Global Note which may be transferred in accordance with the<br />

rules and regulations of the respective Clearing System.<br />

§2<br />

(Status)<br />

The obligations under the [Notes] [Certificates] constitute unsecured and unsubordinated obligations of<br />

the Issuer ranking pari passu among themselves and pari passu with all other unsecured and<br />

unsubordinated obligations of the Issuer, save for such obligations as may be preferred by mandatory<br />

provisions of law.<br />

§3<br />

(Interest)<br />

[[In the case of Fixed Rate [Notes] [Certificates] insert:]<br />

(1) Rate of Interest and Interest Payment Dates. The [Notes] [Certificates] shall bear interest on<br />

their [principal amount] [par value] at the rate of [insert Rate of Interest] per cent. per annum<br />

from and including [insert interest commencement date] (the "Interest Commencement<br />

Date") to but excluding the Maturity Date (as defined in §4(1)). Interest shall be payable [in<br />

arrear] on [insert fixed interest date(s)] in each year (each such date, an "Interest Payment<br />

Date"). The first payment of interest shall be made on [insert First Interest Payment Date] (the<br />

"First Interest Payment Date") [.] [[in case of a short/long first coupon insert:] and will

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