Barclays, Base Prospectus 2006

- 75 -
"Settlement Disruption Event" means, in respect of a Share, an event beyond the control of the parties
as a result of which the relevant Clearing System cannot clear the transfer of such Share.
[[In case of a Reverse Conversion Right:]
§4c
(Conversion Right [. Cancellation and Payment.])
(1) Reverse Conversion Right. The Issuer has the right to redeem all and not just some only of the
Notes either (i) by delivery of Underlying Securities or (ii) by payment of the Final Redemption
Amount, in both cases together with accrued interest. In case of (i), delivery shall be made on
the Settlement Date in accordance with the provisions of §4d below. In case of (ii), payment of
the Final Redemption Amount shall be made on [specify Maturity Date] (the "Maturity Date").
The Issuer may choose in its sole discretion, which of (i) or (ii) shall be the applicable
redemption method for the Notes on the Equity Valuation Date at the Equity Valuation Time.
Immediately after having exercised its choice, the Issuer shall notify the Determination Agent
and the Noteholders of the applicable redemption method in accordance with §12.
[[In case of a Conversion Right:]
([•]) Conversion Right. Each Noteholder has the right to demand (i) the conversion of all [and not
just some only] [or some only] of the Notes into Underlying Securities or (ii) payment of the
Final Redemption Amount, in both cases together with any accrued interest. Such Conversion
Right shall be exercisable on [specify date or dates and any applicable exercise procedures] [the
date or dates and in the manner specified in the relevant Final Terms].]
[[If "Cancellation and Payment" is specified in the Final Terms]
([•]) Cancellation and Payment. In the event of an Extraordinary Event the Issuer may redeem all, or
some only, of the Notes then outstanding at the Early Redemption Amount [or any other amount
specified in the Final Terms] together, if appropriate, with interest accrued to (but excluding) the
date of redemption upon the Issuer having given not less than 5 Business Days' notice to the
Noteholders in accordance with §12; and not less than 7 Business Days before the giving of
such notice, notice to the Fiscal Agent [(unless the Fiscal Agents acts as Determination
Agent)]].
§4d
(Delivery of Underlying Securities)
(1) Delivery of Underlying Securities. For each Note in a principal amount of [specify principal
amount] the Issuer will transfer, or procure the delivery by the Delivery Agent, on or before the
Settlement Date of [insert number] Underlying Securities, subject to adjustment in accordance
with §4e.
(2) Manner of Delivery. Delivery of Underlying Securities pursuant to subparagraph (1) will be
effected to or to the order of the Noteholder and will be credited to a securities account which
account forms part of the Clearing System to be designated by the Noteholder on or before the
Settlement Date. No Noteholder will be entitled to receive dividends declared or paid in respect
of the Underlying Securities to which such Note gives entitlement or to any other rights relating
to or arising out of such Underlying Securities if the date on which the Underlying Securities are
quoted ex-dividend or ex-the relevant right falls before the date on which the Underlying
Securities are credited into the securities account of the Noteholder.
(3) No Obligation. None of the Issuer and the Fiscal Agent shall be under any obligation to register
or procure the registration of the relevant Noteholder prior or after any conversion or any other
person as the shareholder in any register of shareholders of any Company or otherwise.
(4) Compensation Amount. Notes to be redeemed in accordance with this condition to the same
Noteholder will be aggregated for the purpose of determining the Underlying Securities to