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Barclays, Base Prospectus 2006

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- 52 -<br />

[[in case of [Notes] [Certificates] other than Zero Coupon [Notes] [Certificates] insert:]<br />

(b) Payment of Interest. Payment of interest on [Notes] [Certificates] shall be made, subject<br />

to applicable fiscal and other laws and regulations, in the Currency and to the Clearing<br />

System or to its order for credit to the relevant account holders of the Clearing System<br />

upon presentation of the Global [Note] [Certificate] at the specified office of any Paying<br />

Agent outside the United States [and upon delivery of certifications to the effect that the<br />

beneficial owners or owners of the [Notes] [Certificates] represented by the Temporary<br />

Global [Note] [Certificate] are not U.S. persons as defined by the U.S. Securities Act of<br />

1933].<br />

(2) Business Day. If the date for payment of any amount in respect of any [Note] [Certificate] is not<br />

a Business Day then the [Noteholder] [Certificateholder] shall not be entitled to payment until<br />

the next Business Day in the relevant place and shall not be entitled to further interest or other<br />

payment in respect of such delay.<br />

"Business Day" means a day on which (other than Saturday and Sunday) [(a)] banks are open<br />

for business (including dealings in foreign exchange and foreign currency deposits) in [enter all<br />

other relevant business centres] (the "Relevant Financial Centres") [and (b) all relevant parts<br />

of the Trans-European Automated Real-Time Gross Settlement Express Transfer System<br />

("TARGET") are operating to effect payments in Euro].<br />

(3) United States. "United States" means the United States of America including the States thereof<br />

and the District of Columbia and its possessions (including Puerto Rico, the U.S. Virgin Islands,<br />

Guam, American Samoa, Wake Island and the Northern Mariana Islands).<br />

(4) Discharge. The Issuer shall be discharged by payment to, or to the order of, the Clearing<br />

System.<br />

(5) References to Principal and Interest. References to "principal" shall be deemed to include, as<br />

applicable the Final Redemption Amount of the [Notes] [Certificates]; the Early Redemption<br />

Amount of the [Notes] [Certificates]; the Optional Redemption Amount of the [Notes]<br />

[Certificates]; and any premium and any other amounts which may be payable under or in<br />

respect of the [Notes] [Certificates]. References to "interest" shall be deemed to include, as<br />

applicable, any Additional Amounts which may be payable under §6.<br />

§6<br />

(Taxation)<br />

All payments of principal and interest in respect of the [Notes] [Certificates] shall be made free and<br />

clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental<br />

charges of whatever nature imposed, levied, collected, withheld or assessed by or within Germany or<br />

the United Kingdom, or any authority therein or thereof having power to tax, unless such withholding<br />

or deduction is required by law. In that event the Issuer shall pay such additional amounts (the<br />

"Additional Amounts") as shall result in receipt by the [Noteholders] [Certificateholder] of such<br />

amounts as would have been received by them had no such withholding or deduction been required,<br />

except that no Additional Amounts shall be payable with respect to any [Note] [Certificate]<br />

(a) as far as German Kapitalertragsteuer (including Zinsabschlagsteuer) and the German Solidarity<br />

Surcharge (Solidaritätszuschlag) or any other tax which may substitute the German<br />

Kapitalertragsteuer or Solidaritätszuschlag, as the case may be, is concerned;<br />

(b) to, or to a third party on behalf of, a [Noteholder] [Certificateholder] where such Noteholder<br />

[Certificateholder] is liable to such withholding or deduction by reason of having some<br />

connection with Germany or the United Kingdom other than by reason only of the holding of<br />

such [Note] [Certificate] or the receipt of the relevant payment in respect thereof;

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