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Barclays, Base Prospectus 2006

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-9-<br />

Exchangeable Notes<br />

The Issuer and/or the Noteholders may have the right to deliver or demand the delivery, as the case<br />

may be, of Underlying Securities, all as set forth in the "Supplemental Terms and Conditions for<br />

Exchangeable Notes" and the Final Terms.<br />

Dual Currency Notes<br />

Payments (whether in respect of repayment or interest and whether at maturity or otherwise) in respect<br />

of Notes to which "Dual Currency" has been declared applicable will be made in such currencies, and<br />

based on such rates of exchange, as the Issuer may select.<br />

Taxation<br />

Payments of principal and interest in respect of the Notes will be made without withholding or<br />

deduction for or on account of any present or future taxes or duties of whatever nature imposed or<br />

levied by way of withholding or deduction at source by or on behalf of Germany or the United<br />

Kingdom or any political subdivision or any authority thereof or therein having power to tax<br />

("Withholding Tax") unless such Withholding Tax is required by law or is otherwise authorised by<br />

law and is in fact deducted or withheld. In such event, the Issuer will pay such additional amounts as<br />

shall be necessary in order that the net amounts received by the Noteholders of the Notes after such<br />

withholding or deduction of such Withholding Tax shall equal the respective amounts of principal and<br />

interest which would otherwise have been receivable in respect of the Notes in the absence of the<br />

withholding or deduction of such Withholding Tax, subject to the exceptions set out in §6 of the Terms<br />

and Conditions (Taxation) of the Notes. The tax withheld on interest payments (Zinsabschlagsteuer)<br />

which has been in effect in Germany since 1st January 1993 and the solidarity surcharge<br />

(Solidaritätszuschlag) imposed thereon as from 1st January 1995 do not constitute a Withholding Tax<br />

on payments as described above.<br />

Redemption<br />

The Final Terms will indicate either that the relevant Notes cannot be redeemed prior to their stated<br />

maturity (other than following an Event of Default or a Tax Call) or that such Notes will be redeemable<br />

at the option of the Issuer or the Noteholders on a date or dates specified prior to such stated maturity<br />

and at a price or prices and on such other terms as may be agreed between the Issuer and the<br />

Manager(s) or as otherwise specified.<br />

Early Redemption for Taxation Reasons<br />

Early redemption for taxation reasons (a "Tax Call") will be permitted as provided in §4 of the Terms<br />

and Conditions (Redemption) of the Notes.<br />

Early Redemption of Equity Linked Notes, Commodity Linked Notes, Exchangeable Notes and<br />

Index Linked Notes<br />

Equity Linked Notes, Commodity Linked Notes, Exchangeable Notes and Index Linked Notes may be<br />

redeemed before their stated maturity upon the occurrence of an Extraordinary Event such as Merger<br />

Events, Tender Offers, Nationalisation, Insolvency, Delisting or any Additional Termination Event, all<br />

as set forth in the Supplemental Terms and Conditions for Equity Linked Notes/Certificates,<br />

Commodity Linked Notes/Certificats, Exchangeable Notes and Index Linked Notes/Certificates and the<br />

Final Terms.<br />

Protection Amount<br />

The Final Terms will indicate whether a Protection Amount is applicable to the Notes. If applicable, the<br />

Notes will in no circumstances be repayable, at stated maturity, at less than the percentage of their<br />

principal amount/par value specified in the Final Terms. For the avoidance of doubt, the Protection<br />

Amount will not apply if the Notes are redeemed prior to their stated maturity or upon the occurrence<br />

of an Event of Default or upon the occurrence of a Tax Call.<br />

Status of the Notes<br />

The Notes will constitute unsecured and unsubordinated obligations of the Issuer ranking pari passu<br />

among themselves and pari passu with all other unsecured and unsubordinated obligations of the<br />

Issuer, save for such obligations as may be preferred by mandatory provisions of law.

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