Barclays, Base Prospectus 2006

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(d) the Issuer ceases to carry on the whole or a substantial part of its business (except for the
purposes of a reconstruction or merger the terms of which have previously been approved by a
meeting of the [Noteholders] [Certificateholders]).
§9
(Agents)
(1) Appointment. The Fiscal Agent, the Paying Agents and the Determination Agent (together the
"Agents") and their offices (which can be substituted with other offices in the same city) are:
Fiscal Agent: Deutsche Bank Aktiengesellschaft
Grosse Gallusstrasse 10-14
60272 Frankfurt am Main
Germany
Paying Agent[s]: Deutsche Bank Aktiengesellschaft
Grosse Gallusstraße 10-14
60272 Frankfurt am Main
Germany
[insert other Paying Agents and specified offices]
[delete the Determination Agent for the issue of [Notes] [Certificates] where a Determination
Agent is not required]
Determination Agent: Barclays Bank PLC
5 The North Colonnade
London E14 4BB
England
(2) Variation or Termination of Appointment. The Issuer reserves the right at any time to vary or
terminate the appointment of any Agent and to appoint another Fiscal Agent or additional or
other Paying Agents or another Determination Agent provided that the Issuer shall at all times
(i) maintain a Fiscal Agent, (ii) so long as the [Notes] [Certificates] are listed on a regulated
market of a stock exchange, a Paying Agent (which may be the Fiscal Agent) with a specified
office in such place as may be required by the rules of such stock exchange, (iii) a
Determination Agent with a specified office located in such place as required by the rules of any
stock exchange or other applicable rules (if any) and (iv) if a Directive of the European Union
regarding the taxation of interest income or any law implementing such Directive is introduced,
ensure that it maintains a Paying Agent in a Member State of the European Union that will not
be obliged to withhold or deduct tax pursuant to any such Directive or law, to the extent this is
possible in a Member State of the European Union. Any variation, termination, appointment or
change shall only take effect (other than in the case of insolvency, when it shall be of immediate
effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to
the [Noteholders] [Certificateholder]in accordance with §12.
(3) U.S. Paying Agent. In case the Currency is U.S. Dollar and payments at or through the offices of
all Paying Agents outside the United States become illegal or are effectively precluded because
of the imposition of exchange controls or similar restrictions on the full payment or receipt of
such amounts in U. S. Dollars, the Issuer shall at all times maintain a Paying Agent with a
specified office in New York City.
(4) Agent of the Issuer. Any Agent acts solely as the agent of the Issuer and does not assume any
obligations towards or relationship of agency or trust for any [Noteholder] [Certificateholder].
(5) Determinations Binding. All certificates, communications, opinions, determinations,
calculations, quotations and decisions given, expressed, made or obtained for the purposes of
this Terms and Conditions by the Determination Agent shall (in the absence of manifest error)