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					INFORMATION MEMORANDUM


                                      BARCLAYS
                               BARCLAYS BANK PLC
                                (incorporated with limited liability in England)

                           U.S.$20,000,000,000 Credit Linked Note Programme

Barclays Bank PLC (the "Issuer") may issue credit linked notes, or notes with such other characteristics or terms as
the Issuer may determine and which may be described in the applicable Contractual Terms of Issue (as defined
below), (the "Notes") under this Credit Linked Note Programme (the "Programme"). An index of defined terms
appears at the end of this Information Memorandum. The Notes are subject to, and capitalised terms not appearing
in the index of defined terms appearing at the end of this Information Memorandum have the meaning given to them
in, the 2003 ISDA Credit Derivatives Definitions, as supplemented by the May 2003 Supplement to the 2003 ISDA
Credit Derivative Definitions, each as published by the International Swaps and Derivatives Association, Inc. (the
"Credit Derivatives Definitions") which are incorporated by reference in the Conditions of the Notes, save as
amended herein. Accordingly, this Information Memorandum, any supplement hereto and any Contractual Terms of
Issue in relation to a Series of Notes should be read in conjunction with the Credit Derivatives Definitions. In the
event of a conflict between this Information Memorandum, any supplement hereto or any Contractual Terms of
Issue in relation to a Series of Notes, as the case may be, and the Credit Derivatives Definitions, the terms of such
Contractual Terms of Issue in relation to such Series of Notes and then this Information Memorandum, and such
supplement thereto, as applicable, will prevail.

This Information Memorandum constitutes a base prospectus for the purposes of Article 5.4 of Directive
2003/71/EC (the "Prospectus Directive").

Application has been made to The Irish Financial Services Regulatory Authority (the "IFSRA"), as competent
authority under the Prospectus Directive for the Information Memorandum to be approved. Application has also
been made to the Irish Stock Exchange for Notes issued under the Programme during the period of twelve months
from the date of this Information Memorandum to be admitted to the official list of the Irish Stock Exchange (the
"Official List") and to trading on its regulated market. This Information Memorandum constitutes the Base
Prospectus for the purposes of the Prospectus Directive in connection with the application for such Notes to be
admitted to the Official List. There can be no assurance that such application will be approved. Such approval relates
only to the Notes issued under the Programme which are to be admitted to trading on the regulated market of the
Irish Stock Exchange or other regulated markets for the purposes of Directive 2004/39/EC or which are to be offered
to the public in any Member State of the European Economic Area. Reference throughout the document to
"Information Memorandum" shall be taken to read "Prospectus" for such purposes.

Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of
Notes and any other terms and conditions not contained herein which are applicable to each Series (as defined under
"Conditions of the Notes") of Notes will be set out in a contractual terms of issue document in respect of a Series of
Notes (the "Contractual Terms of Issue") which, with respect to Notes to be admitted to trading on the Irish Stock
Exchange, will be filed with the IFSRA. References in this Information Memorandum to Notes being "listed" (and
all related references) shall mean that such Notes have been admitted to trading on the Irish Stock Exchange and
have been admitted to the Official List. The Irish Stock Exchange is a regulated market for the purposes of Directive
2004/39/EC.

In addition, where agreed by the Issuer and the relevant Programme Dealer, a Prospectus comprising a single
document may be published offering Notes issued pursuant to the Programme. Such Prospectus will incorporate by
reference this Information Memorandum and will set out any further terms and conditions applicable to such issue of
Notes which are not contained herein.
The Issuer shall, with respect to any Notes listed and admitted to the Official List, prepare a supplement to this
Information Memorandum whenever required by the Irish Stock Exchange listing guidelines, or, pursuant to the
Prospectus Regulations, if there is a significant change affecting any matter contained in this Information
Memorandum or a significant new matter arises the inclusion of information in respect of which would have been so
required if it had arisen when this Information Memorandum was prepared.

The Notes may be Cash Settled Notes or Physically Settled Notes in bearer or registered form (respectively, "Bearer
Notes" and "Registered Notes"). The Notes may be listed on the Irish Stock Exchange or on other exchanges as
specified in the applicable Contractual Terms of Issue for such Notes. Unlisted Notes may also be issued. None of
the Notes will be rated, unless otherwise specified in the applicable Contractual Terms of Issue. No rating of the
Issuer or any of its other obligations will apply to the Notes.

The Notes are linked to the credit risk of the Reference Entities, Reference Obligations and Obligations specified in
the applicable Contractual Terms of Issue, or to such other risks, or are to be issued on such other terms, as may be
specified in the applicable Contractual Terms of Issue. If an Event Determination Date occurs in respect of a
Reference Entity during the Notice Delivery Period and on or prior to the Maturity Date, the Issuer may redeem
each Cash Settled Note at the Final Redemption Amount and each Physically Settled Note by Delivery of the
Deliverable Obligations Portfolio, in each case subject to the terms of the relevant Settlement Method and the other
Conditions (as defined herein in the section entitled "Conditions of the Notes"), including the terms specified in the
applicable Contractual Terms of Issue. The Final Redemption Amount in respect of a Cash Settled Note may be less
than the Relevant Proportion of the Outstanding Principal Amount as at the relevant Cash Settlement Date and, in
certain circumstances, may be zero. Similarly the Deliverable Obligations Portfolio in respect of a Physically Settled
Note may be less than the Relevant Proportion of the Outstanding Principal Amount as at the relevant Event
Determination Date and, in certain circumstances, may be zero. The Issuer does not guarantee the value of any
Notes or Reference Obligation or otherwise assure against any loss due to an investment in the Notes. Payments on
the Notes are further subject to reduction in respect of, inter alia, the imposition of any taxes. See "Risk Factors" for
a non-exclusive list of risks associated with an investment in the Notes.

The principal amount of all Notes outstanding under the Programme will not exceed U.S.$20,000,000,000 (or its
equivalent in other currencies calculated as described herein), subject to increase as provided herein.

The Notes will be issued on a continuing basis to the Programme Dealer specified below and any other programme
dealers appointed under the Programme from time to time for a specific issue or on an ongoing basis (the
"Programme Dealers" and each a "Programme Dealer").

The Notes have not been and will not be, and any Deliverable Obligations might not have been and may not be,
registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered
or sold, directly or indirectly, in the United States (as defined in Regulation S under the Securities Act) or to, or for
the account or benefit of, U.S. Persons (as defined in Regulation S) unless the Notes or any Deliverable Obligations,
where applicable, are registered under the Securities Act or an exemption from the registration requirements of the
Securities Act is available. Registered Notes may be offered or sold within the United States to QIBs or to
Institutional Accredited Investors only (each as defined herein in the section labelled "Form of the Notes"), in either
case in transactions exempt from registration under the Securities Act. See "Form of the Notes" for a description of
the manner in which Notes may be issued. Notes in registered form are subject to certain restrictions on transfer. See
"Subscription and Sale" below.

This Information Memorandum supersedes the Information Memorandum dated December 11, 2006. Any Notes
issued under the Programme on or after the date hereof (other than any such Notes to be consolidated and form a
single Series with any Notes issued prior to the date hereof) are issued subject to the provisions described herein.
This does not affect any Notes issued prior to the date hereof.

                                          Arranger and Programme Dealer

                                                 Barclays Bank PLC

The date of this Information Memorandum is December 12, 2007
                                                             TABLE OF CONTENTS



                                                                                                                                                             Page
INTRODUCTION ........................................................................................................................................... 4

DOCUMENTS INCORPORATED BY REFERENCE...................................................................................... 8

RISK FACTORS ........................................................................................................................................... 10

GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................... 23

SUMMARY OF THE PROGRAMME AND CONDITIONS OF THE NOTES............................................... 24

FORM OF THE NOTES................................................................................................................................ 30

FORM OF CONTRACTUAL TERMS OF ISSUE ......................................................................................... 34

CONDITIONS OF THE NOTES ................................................................................................................... 46

INITIAL AGENTS ........................................................................................................................................ 81

SUMMARY OF THE PROGRAMME DOCUMENTS................................................................................... 82

USE OF PROCEEDS .................................................................................................................................... 83

INFORMATION RELATING TO BARCLAYS BANK PLC.......................................................................... 84

TAXATION ................................................................................................................................................... 90

BOOK-ENTRY CLEARING SYSTEMS ..................................................................................................... 103

SUBSCRIPTION AND SALE ..................................................................................................................... 107

GENERAL INFORMATION ....................................................................................................................... 119

INDEX OF DEFINED TERMS ................................................................................................................... 122




                                                                                 3
                                           INTRODUCTION

Application has been made to permit certain of the Notes issued under the Programme to be designated
for trading in the Private Offerings Resale and Trading through Automated Linkages Systems
("PORTAL") of the National Association of Securities Dealers, Inc.

The Conditions set out in the applicable Contractual Terms of Issue in respect of a Series of Notes will
prevail in the event of any conflict with the terms and conditions contained herein or the provisions and
definitions of the Credit Derivatives Definitions. Notes may be issued in a form not contemplated herein,
as specified in the applicable Contractual Terms of Issue. Notes may also be subject to early redemption
at the option of the Issuer as specified in the Contractual Terms of Issue.

Repayment of principal is subject to the prior presentation and surrender of the Notes, and delivery of the
Deliverable Obligations Portfolio is subject to prior delivery by the Noteholder to the Issuer of an Asset
Transfer Notice. See "Conditions of the Notes".

In certain circumstances, payments to be made under the Notes will be conditional upon certain
certifications as to non-U.S. beneficial ownership. See "Form of the Notes".

Bearer Notes are subject to United States tax law requirements and may not be offered, sold or delivered
within the United States or its possessions or to United States persons, except in certain transactions
permitted by United States tax regulations. Terms used in this paragraph have the meanings given to them
by the Internal Revenue Code and the regulations promulgated thereunder.

Registered Notes may be offered or sold within the United States to QIBs or to Institutional Accredited
Investors only, in either case, in transactions exempt from registration under the Securities Act. Each U.S.
purchaser of Registered Notes is hereby notified that the offer and sale of any Registered Notes to it will
be made in reliance upon the applicable exemption from the registration requirements of the Securities
Act.

Purchasers of Definitive IAI Registered Notes will be required to execute and deliver an IAI Investment
Letter (as defined herein in the section labeled "Conditions of the Notes"). Each purchaser or holder of
Notes represented by a Rule 144A Global Note or any Registered Notes issued in exchange or
substitution therefor (together with Definitive IAI Registered Notes, "Legended Notes") will be deemed,
by its acceptance or purchase of any such Legended Notes, to have made certain representations and
agreements intended to restrict the resale or other transfer of such Notes as set out in "Subscription and
Sale".

Unless otherwise specified in the applicable Contractual Terms of Issue, each purchaser or holder of a
Note will be deemed to have represented by such purchase and/or holding that it is not a benefit plan
investor, is not using the assets of a benefit plan investor to acquire the Notes and will not at any time
hold such Notes for or on behalf of a benefit plan investor. For the purposes hereof, "benefit plan
investor" means (a) an employee benefit plan (as defined in Section 3(3) of the United States Employee
Retirement Income Security Act of 1974, as amended, ("ERISA")), subject to ERISA, (b) a plan
described in Section 4975 of the United States Internal Revenue Code of 1986, as amended, (the
"Internal Revenue Code"), or (c) any entity whose underlying assets include plan assets by reason of a
plan's investment in the entity under United States Department of Labor Regulations § 2510.3 (29 C.F.R.
§ 2510.3) as modified by ERISA.




                                                     4
Subject as may otherwise be set forth in any responsibility statement set out in the applicable Contractual
Terms of Issue, the Issuer (the "Responsible Person"), having made all reasonable enquiries, confirms
that, to the best of its knowledge, this Information Memorandum contains or incorporates all information
which is material in the context of the issuance and offering of Notes, the information contained or
incorporated by reference in this Information Memorandum is true and accurate in all material respects
and is not misleading, the opinions and intentions expressed in this Information Memorandum are
honestly held and there are no other facts the omission of which would make this Information
Memorandum or any of such information or the expression of any such opinions or intentions misleading.
The Issuer accepts responsibility accordingly.

This Information Memorandum is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference"). This Information
Memorandum shall be read and construed on the basis that such documents are incorporated into and
form part of this Information Memorandum.

Copies of this Information Memorandum and each Contractual Terms of Issue will be available from the
registered office of the Issuer and the specified office of the Principal Paying Agent (as defined below)
and, if approved by the IFSRA, an electronic copy of this Information Memorandum will be available for
inspection on the IFSRA's website (www.ifsra.ie).

The Programme Dealers have not independently verified the information contained herein. Accordingly,
no representation, warranty or undertaking, express or implied, is made and no responsibility or liability
is accepted by any Programme Dealer as to the accuracy or completeness of the information contained or
incorporated in this Information Memorandum or any other information provided by the Issuer in
connection with the Programme or the Notes or their distribution. No Programme Dealer accepts any
liability in relation to the information contained or incorporated by reference in this Information
Memorandum or any other information provided by the Issuer in connection with the Programme. The
statements made in this paragraph are made without prejudice to the responsibility of the Issuer under the
Programme.

No person is or has been authorised by the Issuer to give any information or to make any representation
not contained in or not consistent with this Information Memorandum or any other information supplied
in connection with the Programme or the Notes and, if given or made, such information or representation
must not be relied upon as having been authorised by the Issuer or any Programme Dealer.

Neither the delivery of this Information Memorandum nor the offer, sale or delivery of any Notes shall in
any circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the Programme is
correct as of any time subsequent to the date indicated in the document containing the same.

Neither this Information Memorandum nor any other information supplied in connection with the
Programme or any Notes: (a) is intended to provide the basis of any credit or other evaluation or (b)
should be considered as a recommendation by the Issuer or any of the Programme Dealers that any
recipient of this Information Memorandum or any other information supplied in connection with the
Programme or any Notes should purchase any Notes. The Programme Dealers expressly do not undertake
to review the financial condition or affairs of the Issuer during the life of the Programme or to advise any
investor in the Notes of any information coming to its attention. Each investor contemplating purchasing
any Notes should make its own independent investigation of the financial condition and affairs, and its
own appraisal of the creditworthiness, of the Issuer and all risks associated with, among other things, any
Reference Entity or any of its Obligations, any Underlying Obligations or Underlying Obligor, any


                                                     5
Reference Obligations or any Deliverable Obligations (see "Risk Factors"). Neither this Information
Memorandum nor any other information supplied in connection with the Programme or the issue of any
Notes constitutes an offer or invitation by or on behalf of the Issuer or any of the Programme Dealers to
any person to subscribe for or to purchase any Notes.

Prospective purchasers of the Notes should consult a professional adviser and ensure that they understand
the nature of the Notes and the extent of their exposure to all associated risks and that they consider the
suitability of the Notes as an investment in the light of their own circumstances and financial condition.
Prospective purchasers of Notes should be aware that the Notes are investments whereby any or all of the
relevant credit risks and any other risks associated with any Reference Entity, Underlying Obligation,
Underlying Obligor, Reference Obligation or Deliverable Obligation and any relevant jurisdictions as
referred to in the Conditions or any applicable Contractual Terms of Issue may be transferred to and/or
borne by the Noteholder. Prospective purchasers should not buy any Notes unless they have sufficient
financial resources to bear the loss of their entire investment in such Notes (and any associated costs).

This Information Memorandum does not constitute an offer to sell or the solicitation of an offer to buy
any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Information Memorandum and the offer or sale of Notes may be
restricted by law in certain jurisdictions. The Issuer and the Programme Dealers do not represent that this
Information Memorandum may be lawfully distributed, or that any Notes may be lawfully offered, in
compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to
an exemption available thereunder, or assume any responsibility for facilitating any such distribution or
offering. In particular, no action has been taken by the Issuer or the Programme Dealer which would
permit a public offering of any Notes outside the Republic of Ireland or distribution of this Information
Memorandum in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be
offered or sold, directly or indirectly, and neither this Information Memorandum nor any advertisement or
other offering material may be distributed or published in any jurisdiction, except under circumstances
that will result in compliance with any applicable laws and regulations. Persons into whose possession
this Information Memorandum or any Notes may come must inform themselves about, and observe, any
such restrictions on the distribution of this Information Memorandum and the offering and sale of Notes.
In particular, there are restrictions on the distribution of this Information Memorandum and the offer or
sale of Notes in Japan, the United States, the European Economic Area (including the United Kingdom,
Italy, The Netherlands and the Republic of Ireland), Hong Kong and Singapore. See "Subscription and
Sale".

All references in this document to "U.S. dollars", "USD", "U.S.$" and "$" refer to the lawful currency of
the United States of America, those to "Sterling", "£", "GBP" and "STG" refer to the lawful currency of
the United Kingdom, those to "Japanese Yen", "Yen", "¥" and "JPY" refer to the lawful currency of
Japan, and those to "euro", "€" and "EUR" refer to the currency introduced at the start of the third stage
of European economic and monetary union pursuant to the Treaty establishing the European Community,
as amended.

NOTICE TO NEW HAMPSHIRE RESIDENTS: NEITHER THE FACT THAT A REGISTRATION
STATEMENT NOR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER
421-B OF THE NEW HAMPSHIRE REVISED ST ATUTES ANNOTATED ("RSA 421-B") WITH THE
STATE OF NEW HAMPSHIRE NOR THE FACT THAT A NOTE IS EFFECTIVELY REGISTERED
OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING
BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER
RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR
THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A NOTE OR A


                                                     6
TRANSACTION MEANS THA T THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON
THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, NOTE OR TRANSACTION. IT IS UNLAWFUL TO MAKE OR CAUSE TO BE MADE TO
ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

The Notes have not been recommended by any United States federal or state securities commission
or regulatory authority. Furthermore, the foregoing authorities have not reviewed this document
nor confirmed the accuracy or determined the adequacy of this document. Any representation to
the contrary is a criminal offence.

To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that are
"restricted securities" within the meaning of the Securities Act, the Issuer has undertaken in a deed poll
dated February 18, 2002 (the "Deed Poll") to furnish, upon the request of a holder of such Notes or any
beneficial interest therein, to such holder or to a prospective purchaser designated by such holder, the
information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the
request, the Issuer is neither a reporting company under Section 13 or 15(d) of the United States
Securities Exchange Act of 1934, as amended, (the "Exchange Act") nor exempt from reporting pursuant
to Rule 12g3-2(b) thereunder.

Notwithstanding anything herein to the contrary, from the commencement of discussions with respect to
any transaction contemplated by this Information Memorandum, all persons may disclose to any and all
persons, without limitation of any kind, the tax treatment and tax structure of any transaction
contemplated by this Information Memorandum and all materials of any kind (including opinions and
other tax analyses) that are provided to such persons relating to such tax treatment and tax structure,
except to the extent that any such disclosure could reasonably be expected to cause any offering pursuant
to the Programme not to be in compliance with securities laws. For purposes of this paragraph, the tax
treatment of a transaction is the purported or claimed U.S. federal income tax treatment of that transaction
and the tax structure of a transaction is any fact that may be relevant to understanding the purported or
claimed U.S. federal income tax treatment of that transaction.

The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are
advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this
document, you should obtain independent professional advice.

In connection with the issue of any Series of Notes, the Programme Dealer (if any) named as the
Stabilising Manager (or person acting on behalf of any Stabilising Manager) in the applicable
Contractual Terms of Issue may over-allot Notes (provided that, in the case of any Series of Notes to
be admitted to trading on a regulated market in the European Economic Area, the aggregate
principal amount of Notes allotted does not exceed 105 per cent. of the aggregate principal amount
of the relevant Series) or effect transactions with a view to supporting the market price of the Notes
at a level higher than that which might otherwise prevail. However, there is no assurance that the
Stabilising Manager (or person acting on behalf of a Stabilising Manager) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the relevant Series of Notes is made and, if begun, may
be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the
relevant Series of Notes and 60 days after the date of the allotment of the relevant Series of Notes.
Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s)
(or persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws
and rules.


                                                      7
                              DOCUMENTS INCORPORATED BY REFERENCE

The following documents which have previously been published or are being published simultaneously
with this Information Memorandum and have been approved by the IFSRA or filed with it, shall be
incorporated in, and form part of, this Information Memorandum:

(a)    the Joint Annual Report of Barclays PLC and the Issuer (for the purposes of this section, the
       "Group"), as filed with the SEC on Form 20-F in respect of the years ended December 31, 2005
       (the "2005 Annual Report") and December 31, 2006 (the "2006 Annual Report" and together
       with the 2005 Annual Report, the "Annual Reports"), with the exception of the information
       incorporated by reference in the Annual Reports referred to in the Exhibit Index of the Annual
       Reports which shall not be deemed to be incorporated in this Information Memorandum and the
       Annual Report and Accounts containing the audited consolidated accounts of the Issuer in respect
       of the years ended December 31, 2005 (the "2005 Issuer Annual Report") and December 31,
       2006 (the "2006 Issuer Annual Report");

(b)    the unaudited joint Interim Announcement of Results of Barclays PLC and the Issuer as filed with
       the SEC on Form 6K on August 2, 2007 in respect of the 6 months ended June 30, 2007 (the
       "2007 Interim Results Announcement"); and

(c)    the Credit Derivatives Definitions.

       The above documents may be inspected as described in the section entitled "General
       Information".

       The table below sets out the relevant page references for the information contained within the
       Annual Report dated December 31, 2006 filed on Form 20F:

        Consolidated income statement and balance sheet summary ...........................................                                4
        Financial Review ...........................................................................................................       9
        Risk factors....................................................................................................................   60
        Risk management...........................................................................................................         63
        Critical accounting estimates ..........................................................................................           104
        Board and Executive Committee ....................................................................................                 108
        Directors' report .............................................................................................................    110
        Corporate governance report ..........................................................................................             113
        Remuneration report.......................................................................................................         121
        Accountability and audit ................................................................................................          137
        Corporate responsibility .................................................................................................         139
        Presentation of information ............................................................................................           144
        Report of Independent Registered Public Accounting Firm to the Board of Directors
        and Shareholders of Barclays Bank PLC ........................................................................                     146
        Consolidated accounts Barclays PLC ...........................................................................                     147
        Shareholder information...............................................................................................             291

       The table below sets out the relevant page references for the information contained within the
       unaudited joint Interim Results Announcement of Barclays PLC and the Issuer dated August 2,
       2007 filed on Form 6K in respect of the 6 months ended June 30, 2007:




                                                                      8
         Summary of key information........................................................................................                  6
         Financial Highlights .....................................................................................................          7
         Consolidated income statement ....................................................................................                  8
         Consolidated balance sheet...........................................................................................               9
         Results by business ......................................................................................................          11
         Results by nature of income and expense......................................................................                       39
         Analysis of amounts included in the balance sheet........................................................                           51
         Performance Management............................................................................................                  55
         Additional information.................................................................................................             57
         Notes ...........................................................................................................................   63
         Consolidated statement of recognised income and expense...........................................                                  77
         Summary consolidated cashflow statement...................................................................                          78
         Other information.........................................................................................................          79
         Index............................................................................................................................   81

        Following the publication of this Information Memorandum, a supplement may be prepared by
        the Issuer and approved by the IFSRA in accordance with Article 16 of the Prospectus Directive.
        Statements contained in any such supplement (or contained in any document incorporated by
        reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise)
        be deemed to modify or supersede statements contained in this Information Memorandum or in a
        document which is incorporated by reference in this Information Memorandum. Any statement so
        modified or superseded shall not, except as so modified or superseded, constitute a part of this
        Information Memorandum.

The Principal Paying Agent will provide, without charge, to each person to whom a copy of the
Information Memorandum has been delivered, upon the request of such person, a copy of any or all of the
documents deemed to be incorporated herein by reference (save that the Contractual Terms of Issue
relating to an unlisted Series will only be available upon proof satisfactory to the relevant Paying Agent as
to the identity of a relevant Noteholder in respect of such Series) unless such documents have been
modified or superseded as specified above. Written requests for such documents should be directed to the
Principal Paying Agent, at its office set out at the end of this Information Memorandum. In addition, such
documents will be available free of charge from AIB/BNY Fund Management (Ireland) Limited in its
capacity as Irish Paying Agent in Dublin for Notes admitted to the Official List.

The Issuer will, in the event of any significant new factor, material mistake or inaccuracy relating to
information included in this Information Memorandum which is capable of affecting the assessment of
any Notes, prepare a supplement to this Information Memorandum or publish a new Information
Memorandum for use in connection with any subsequent issue of Notes.




                                                                         9
                                             RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes
issued under the Programme. All of these factors are contingencies which may or may not occur and the
Issuer is not in a position to express a view on the likelihood of any such contingency occurring.

In addition, factors which are material for the purpose of assessing the market risks associated with Notes
issued under the Programme are also described below.

The Issuer believes that the factors described below represent the principal risks inherent in investing in
Notes issued under the Programme, but the inability of the Issuer to pay interest, principal or other
amounts on or in connection with any Notes may occur for other reasons which may not be considered
significant risks by the Issuer based on information currently available to it, or which it may not currently
be able to anticipate. The Issuer does not represent that the statements below regarding the risks of
holding any Notes are exhaustive. Prospective investors should also read the detailed information set out
elsewhere in this Information Memorandum and reach their own views prior to making any investment
decision.

THE NOTES ARE NOT RATED UNLESS OTHERWISE SPECIFIED IN THE APPLICABLE
CONTRACTUAL TERMS OF ISSUE. NO RATING OF THE ISSUER OR ITS OTHER
OBLIGATIONS WILL APPLY TO THE NOTES.

Factors that may affect the Issuer's ability to fulfil its obligations under Notes issued under the
Programme

Risks relating to the Issuer

Business Conditions and General Economy

The profitability of the businesses of the Issuer and its subsidiary undertakings (for the purposes of this
section of the Information Memorandum, the "Group") could be adversely affected by a worsening of
general economic conditions in the United Kingdom, globally or in certain individual markets such as the
United States or South Africa. Factors such as interest rates, inflation, investor sentiment, the availability
and cost of credit, the liquidity of the global financial markets and the level and volatility of equity prices
could significantly affect the activity level of customers, for example:

•       An economic downturn or significantly higher interest rates could adversely affect the credit
        quality of the Group on-balance sheet and off-balance sheet assets by increasing the risk that a
        greater number of the Group's customers would be unable to meet their obligations;

•       A market downturn or worsening of the economy could cause the Group to incur mark to market
        losses in its trading portfolios;

•       A market downturn could reduce the fees the Group earns for managing assets. For example, a
        higher level of domestic or foreign interest rates or a downturn in trading markets could affect the
        flows of assets under management; and




                                                      10
•       A market downturn would be likely to lead to a decline in the volume of transactions that the
        Group executes for its customers and, therefore, lead to a decline in the income it receives from
        fees and commissions and interest.

Credit Risk

Credit risk is the risk of suffering financial loss, should any of the Group's customers, clients or market
counterparties fail to fulfil their contractual obligations to the Group. Credit risk may also arise where the
downgrading of an entity's credit rating causes the fair value of the Group's investment in that entity is
financial instruments to fall. The credit risk that the Group faces arises mainly from commercial and
consumer loans and advances.

Furthermore, credit risk is manifested as country risk where difficulties may arise; in the country in which
the exposure is domiciled thus impeding or reducing the value of the asset; or where the counterparty may
be the country itself.

Settlement risk is another form of credit risk and is the possibility that the Group may pay a counterpart
for example – a bank in a foreign exchange transaction – but fail to receive the corresponding settlement
in return.

Market Risks

The most significant market risks the Group faces are interest rate, credit spread, foreign exchange,
commodity price and equity price risks. Changes in interest rate levels, yield curves and spreads may
affect the interest rate margin realised between lending income and borrowing costs. Changes in currency
rates, particularly in the Sterling-U.S. Dollar, Sterling-Euro and Sterling-Rand exchange rates, affect the
value of assets and liabilities denominated in foreign currencies and affect earnings reported by the
Group's non-UK subsidiaries and may affect revenues from foreign exchange dealing. The performance
of financial markets may cause changes in the value of the Group's investment and trading portfolios and
in the amount of revenues generated from assets under management. The Group has implemented risk
management methods to mitigate and control these and other market risks to which it is exposed.
However, it is difficult to predict with accuracy changes in economic or market conditions and to
anticipate the effects that such changes could have on the Group's financial performance, business
operations and the value of assets held in the Group's pension and long-term assurance funds.

Capital Risk

Capital risk is the risk that the Group has insufficient capital resources to:

•       meet minimum regulatory capital requirements in the UK and in other markets such as the United
        States and South Africa where regulated activities are undertaken. The Group's authority to
        operate as a bank is dependent upon the maintenance of adequate capital resources;

•       support its strong credit rating. In addition to capital resources, the Group's rating is supported by
        a diverse portfolio of activities, an increasingly international presence, consistent profit
        performance, prudent risk management and a focus on value creation. A weaker credit rating
        would increase the Group's cost of funds; and

•       support its growth and strategic options.




                                                       11
The Group's capital management activities seek to maximise shareholder value by optimising the level
and mix of its capital resources. Capital risk is mitigated by:

•       ensuring access to a broad range of investor markets;

•       management of the Group's demand for capital; and

•       management of the exposure to foreign currency exchange rate movements.

Liquidity Risk

This is the risk that the Group is unable to meet its obligations when they fall due and to replace funds
when they are withdrawn with consequent failure to repay depositors and fulfil commitments to lend.

The risk that it will be unable to do so is inherent in all banking operations and can be impacted by a
range of Institution-specific and market-wide events including, but not limited to, credit events, merger
and acquisition activity, systemic shocks and natural disasters.

Operational Risks

The Group's businesses are dependent on the ability to process a large number of transactions efficiently
and accurately. Operational risks and losses can result from fraud, employee errors, failure to properly
document transactions or to obtain proper internal authorisation, failure to comply with regulatory
requirements and conduct of business rules, equipment failures, natural disasters or the failure of external
systems. Although the Group has implemented risk controls and loss mitigation actions, and substantial
resources are devoted to developing efficient procedures and to staff training, it is only possible to be
reasonably, but not absolutely, certain that such procedures will be effective in controlling each of the
operational risks faced by the Group.

Insurance Risk

Insurance risk is the risk that the Group will have to make higher than anticipated payments to settle
claims arising from its long-term and short-term insurance businesses.

Legal Risk

The Group is subject to a comprehensive range of legal obligations in all countries in which it operates.
As a result, the Group is exposed to many forms of legal risk, which may arise in a number of ways.
Primarily:

•       the Group's business may not be conducted in accordance with applicable laws around the world;

•       contractual obligations may either not be enforceable as intended or may be enforced against the
        Group in an adverse way;

•       the intellectual property of the Group (such as its trade names) may not be adequately protected;
        and

•       the Group may be liable for damages to third parties harmed by the conduct of its business.




                                                    12
The Group faces risk where legal proceedings are brought against it. Regardless of whether such claims
have merit, the outcome of legal proceedings is inherently uncertain and could result in financial loss.

Defending legal proceedings can be expensive and time-consuming and there is no guarantee that all costs
incurred will be recovered even if the Group is successful.

Although the Group has processes and controls to manage legal risks, failure to manage these risks could
impact the Group adversely, both financially and by reputation.

Tax Risk

The Group is subject to the tax laws in all countries in which it operates. A number of bilateral double
taxation agreements entered between two countries also impact on the taxation of the Group. The Group
is also subject to European Community tax law.

Tax risk is the risk associated with changes in tax law or in the interpretation of tax law. It also includes
the risk of changes in tax rates and the risk of failure to comply with procedures required by tax
authorities. Failure to manage tax risks could lead to an additional tax charge. It could also lead to a
financial penalty for failure to comply with required tax procedures or other aspects of tax law. If, as a
result of a particular tax risk materialising, the tax costs associated with particular transactions are greater
than anticipated, it could affect the profitability of those transactions.

Effect of Governmental Policy and Regulation

The Group's businesses and earnings can be affected by the fiscal or other policies and other actions of
various governmental and regulatory authorities in the UK, the European Union (EU), the United States,
South Africa and elsewhere.

There is continuing political and regulatory scrutiny of the operation of the retail banking and consumer
credit industries in the UK and elsewhere. The nature and impact of future changes in policies and
regulatory action are not predictable and beyond the Group's control but could have an impact on the
Group's businesses and earnings.

Other areas where changes could have an impact include:

•       the monetary, interest rate and other policies of central banks and regulatory authorities;

•       general changes in government or regulatory policy that may significantly influence investor
        decisions in particular markets in which the Group operates;

•       general changes in the regulatory requirements, for example, prudential rules relating to the
        capital adequacy framework;

•       changes in competition and pricing environments;

•       further developments in the financial reporting environment;

•       expropriation, nationalisation, confiscation of assets and changes in legislation relating to foreign
        ownership; and




                                                      13
•       other unfavourable political, military or diplomatic developments producing social instability or
        legal uncertainty which in turn may affect demand for the Group's products and services.

Impact of Strategic Decisions taken by the Group

The Group devotes substantial management and planning resources to the development of strategic plans
for organic growth and identification of possible acquisitions, supported by substantial expenditure to
generate growth in customer business. If these strategic plans do not deliver as anticipated, the Group's
earnings could grow more slowly or decline.

Competitors

The global financial services markets in which the Group operates are highly competitive. Innovative
competition for corporate, institutional and retail clients and customers comes both from incumbent
players and a steady stream of new market entrants. The landscape is expected to remain highly
competitive in all areas, which could adversely affect the Group's profitability if the Group fails to retain
and attract clients and customers.

Impact of External Factors on the Group and Peer Group

The Group's primary performance goal is to achieve top quartile Total Shareholder Return performance
for 2004 to 2007 (inclusive) against a group of peer financial institutions. This goal assumes that external
factors will impact all peer group entities similarly. The Group's ability to achieve the goal will be
significantly impacted if the Group is disproportionately impacted by negative external factors. Even if
the Group performs well, if others perform better or the market believes others have performed better, we
may not achieve our goal. Additionally some peers are listed on exchanges other than the London Stock
Exchange and so may react to differing external factors.

Regulatory compliance risk

Regulatory compliance risk arises from a failure or inability to comply fully with the laws, regulations or
codes applicable specifically to the financial service industry. Non compliance could lead to fines, public
reprimands, damage to reputation, enforced suspension of operations or, in extreme cases, withdrawal of
authorisations to operate.

Issues of Notes in bearer form with a minimum specified denomination and higher integral multiples of
another smaller amount

In relation to any issue of Notes which have a denomination consisting of the minimum Specified
Denomination plus a higher integral multiple of another smaller amount, it is possible that the Notes may
be traded in amounts in excess of that minimum Specified Denomination that are not integral multiples of
that minimum Specified Denomination. In such a case a Noteholder who, as a result of trading such
amounts, holds a principal amount of less than the minimum Specified Denomination may not receive a
definitive Note in respect of such holding (should definitive Notes be printed) and would need to purchase
a principal amount of Notes such that its holding amounts to a Specified Denomination.

Independent Review and Advice

Each purchaser of Notes is fully responsible for making its own investment decisions as to whether the
Notes (i) are fully consistent with its (or if it is acquiring the Notes in a fiduciary capacity, the



                                                     14
beneficiary's) financial needs, objectives and conditions, (ii) comply and are fully consistent with all
investment policies, guidelines and restrictions applicable to it (or its beneficiary) and (iii) are a fit, proper
and suitable investment for it (or its beneficiary).

Purchasers of Notes are deemed to have sufficient knowledge, experience and professional advice to
make their own investment decisions, including, without limitation, their own legal, financial, tax,
accounting, credit, regulatory and other business evaluation of the risks and merits of investment in the
Notes. Purchasers of Notes should ensure that they fully understand the risks associated with investments
of this nature which are intended to be sold only to sophisticated investors. Purchasers of Notes are solely
responsible for making their own independent appraisal of and investigation into the business, financial
condition, prospects, creditworthiness, status and affairs of any Reference Entity and its Obligations,
Underlying Obligations, Underlying Obligors, Reference Obligations and Deliverable Obligations.

Purchasers of Notes should be aware that neither the Issuer nor a Programme Dealer has any duty to
conduct or accepts any responsibility for conducting or failing to conduct any investigation into the
business, financial condition, prospects, creditworthiness, status and/or affairs of any Reference Entity
and its Obligations, Underlying Obligations, Underlying Obligors, Reference Obligations and Deliverable
Obligations. Purchasers of the Notes may not rely on the views or advice of the Issuer for any information
in relation to any person other than the Issuer itself.

The Notes are complex financial instruments. Sophisticated institutional investors generally do not
purchase complex financial instruments as stand-alone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition
of risk to their overall portfolios. A potential investor should not invest in Notes which are complex
financial instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how
the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the
impact this investment will have on the potential investor's overall investment portfolio.

Risks related to the structure of a particular issue of Notes

A number of the Notes may have features which contain particular risks for potential investors. Set out
below is a description of the most common such features:

Notes subject to optional redemption by the Issuer

The Issuer may redeem Notes (or, if so specified in the applicable Contractual Terms of Issue, a portion of
the Principal Amount of the Notes may be redeemed) earlier than the stated Maturity Date if a Credit
Event occurs and the Conditions to Settlement specified in the applicable Contractual Terms of Issue are
satisfied. An optional redemption feature of Notes is likely to limit their market value. During any period
when the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise
substantially above the price at which they can be redeemed. This also may be true prior to any
redemption period.

The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on
the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at
an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to
do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other
investments available at that time.




                                                       15
Risk of Loss of Interest

Save as otherwise provided in the applicable Contractual Terms of Issue, no interest will accrue on the
Notes (or, if so provided in the applicable Contractual Terms of Issue, portion of the Principal Amount of
the Notes affected thereby) on or after the Interest Expiration Date.

Credit Derivatives Definitions

The terms and conditions of the Notes incorporate by reference the definitions and provisions of the
Credit Derivatives Definitions, as amended herein and/or in the applicable Contractual Terms of Issue.
Accordingly, only those who are familiar with, and fully understand the definitions and provisions of, the
Credit Derivatives Definitions should consider purchasing Notes issued hereunder.

Risk of Loss of Principal

Investors bear the risk of loss if any Credit Event occurs and the Conditions to Settlement, if any, are
satisfied. The Final Redemption Amount in respect of each Cash Settled Note may be less than the
Relevant Proportion of the Outstanding Principal Amount as at the relevant Cash Settlement Date and, in
certain circumstances, may be zero. Similarly the Deliverable Obligations Portfolio in respect of each
Physically Settled Note may be less than the Relevant Proportion of the Outstanding Principal Amount as
at the relevant Event Determination Date and, in certain circumstances, may be zero. Exposure to
Reference Entities, Obligations, Underlying Obligations, Underlying Obligors, Reference Obligations
and Deliverable Obligations

Unless otherwise provided in the applicable Contractual Terms of Issue, purchasers of Notes are exposed
to the credit risks and other risks associated with the Reference Entities and their Obligations, Underlying
Obligations, Underlying Obligors, Reference Obligations, Deliverable Obligations and any relevant
jurisdictional risks.

Synthetic Exposure

The Notes do not represent a claim against any Reference Entity and, in the event of any loss, purchasers
of Notes will not have recourse under the Notes to any Reference Entity. The Issuer is not obliged to own
or hold any Obligation or Reference Obligation, and no inference may be drawn from this Information
Memorandum or any applicable Contractual Terms of Issue that the Issuer holds any such Obligation or
Reference Obligation or has any credit exposure to any Reference Entity. Unless otherwise provided in
the applicable Contractual Terms of Issue, amounts payable under the Notes are not, in any direct or
indirect way, limited by, associated with, or linked or calculated by reference to, any loss of bargain, cost
of funding or any other actual loss or cost suffered by the Issuer as a result of its holding or not holding
any Obligation or Reference Obligation.

Partly-paid Notes

The Issuer may issue Notes where the issue price is payable in more than one instalment. Failure to pay
any subsequent instalment could result in an investor losing all of his investment.

Notes issued at a substantial discount or premium

The market values of securities issued at a substantial discount or premium from their principal amount
tend to fluctuate more in relation to general changes in interest rates than do prices for conventional



                                                     16
interest-bearing securities. Generally, the longer the remaining term of the securities, the greater the price
volatility as compared to conventional interest-bearing securities with comparable maturities.

Portfolio Replacements, Succession Events and Substitute Reference Obligations

If specified in the applicable Contractual Terms of Issue, the Issuer may be entitled to effect replacements
of the entities, obligations and amounts comprising a reference portfolio for a Series of Notes. The Issuer
may effect such replacements pursuant to any guidelines specified in the applicable Contractual Terms of
Issue without regard to their effect on the value, market price or liquidity of any Notes or of the interests
of any person other than the Issuer. If the applicable Contractual Terms of Issue entitles the Issuer to
effect such replacements, the Issuer shall have no obligation to effect a replacement of a Reference
Obligation as a result of any change in the credit of such Reference Obligation or related Reference Entity
and no such inference may be drawn from such applicable Contractual Terms of Issue. In addition, upon
the occurrence of a Succession Event, one or more Successor Reference Entity(s) will (unless otherwise
specified in the applicable Contractual Terms of Issue) be deemed to be a Reference Entity in replacement
of (or in addition to, as applicable) the Reference Entity originally specified in the applicable Contractual
Terms of Issue. Further, upon a Reference Obligation ceasing to exist in the manner specified in the
definition thereof, a Substitute Reference Obligation may be selected. Accordingly, a Series of Notes may
be linked to the credit of certain Reference Entities and its Obligations and Reference Obligations
notwithstanding that such Reference Entities, Obligations and Reference Obligations were not specified
in the applicable Contractual Terms of Issue upon issuance of such Series of Notes.

Risks related to Notes generally

Set out below is a brief description of certain risks relating to the Notes generally:

Meetings of Noteholders

The conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters
affecting their interests generally. These provisions permit defined majorities to bind all Noteholders
including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in
a manner contrary to the majority.

EU Savings Directive

Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are required,
from July 1, 2005, to provide to the tax authorities of another Member State details of payments of
interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other
Member State, except that, for a transitional period, Belgium, Luxembourg and Austria are instead
required to operate a withholding system in relation to such payments (the ending of such transitional
period being dependent upon the conclusion of certain other agreements relating to information exchange
with certain other countries). A number of non-EU countries and territories including Switzerland have
agreed to adopt similar measures (a withholding system in the case of Switzerland) with effect from the
same date.

If a payment were to be made or collected through a Member State which has opted for a withholding
system and an amount of, or in respect of, tax were to be withheld from that payment, neither the Issuer
nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to
any Note as a result of the imposition of such withholding tax. The Issuer is required to maintain a Paying
Agent in a Member State that will not be obliged to withhold or deduct tax pursuant to the Directive.


                                                      17
Change of law

The conditions of the Notes are based on English law in effect as at the date of this Information
Memorandum. No assurance can be given as to the impact of any possible judicial decision or change to
English law or administrative practice after the date of this Information Memorandum.

Conflicts of Interest

The Issuer or a Programme Dealer may deal in any obligation of a Reference Entity or its Affiliates,
including any Obligations, Underlying Obligations, Underlying Obligors, Reference Obligations and
Deliverable Obligations, and may accept deposits from, make loans or otherwise extend credit to, and
generally engage in any kind of commercial or investment banking or other business with any Reference
Entity, its Affiliates, any other person or entity having obligations relating to a Reference Entity or its
Affiliates and may act with respect to such business in the same manner as if any Notes issued hereunder
did not exist, regardless of whether any such action might have an adverse effect (including, without
limitation, any action which might give rise to a Credit Event) on a Reference Entity and/or its Affiliates.
Various potential and actual conflicts of interest may arise between the interests of the Noteholders, on the
one hand, and the Issuer or a Programme Dealer, on the other hand. Neither the Issuer nor a Programme
Dealer is required to resolve such conflicts of interest in favour of the Noteholders and may pursue such
actions and take such steps as they deem necessary or appropriate to protect their interests without regard
to the consequences for any Noteholder.

Unless otherwise specified in the applicable Contractual Terms of Issue, the Calculation Agent will be the
Issuer or one of its Affiliates and therefore potential conflicts of interest may exist between the
Calculation Agent and the Noteholders, including with respect to certain determinations and judgments
that the Calculation Agent may make pursuant to the Conditions, which may influence the amount
payable in respect of the Notes. Any determination, discretion or calculation of the Calculation Agent as
may be specified in these Conditions will, save as specified herein or in the applicable Contractual Terms
of Issue, be made by the Calculation Agent in good faith and in a commercially reasonable manner
provided it assumes no obligation to, or relationship of agency or trust with, any Noteholders or
Couponholders or any other person other than the Issuer. Furthermore, each Noteholder and
Couponholder agrees that the Calculation Agent is not acting as fiduciary for or as an advisor to such
Noteholder and Couponholder in respect of its duties as Calculation Agent. In making any such
determination or calculation or exercising any such discretion, the Calculation Agent shall not be required
to take into account any person's interest (including any Noteholder's) other than its own, being that of the
Issuer.

Trading in the clearing systems

In relation to any issue of Notes which have a minimum denomination and are tradeable in the clearing
systems in amounts above such minimum denomination which are smaller than it, should definitive Notes
be required to be issued, a holder who does not have an integral multiple of the minimum denomination in
his account with the relevant clearing system at the relevant time may not receive all of his entitlement in
the form of definitive Notes unless and until such time as his holding becomes an integral multiple of the
minimum denomination.

Redemption After Scheduled Maturity Date

Redemption may occur irrespective of whether the Credit Event is continuing on or after an Event
Determination Date. The Cash Settlement Date, the Final Delivery Date or the Physical Settlement Date


                                                     18
may be later than the Scheduled Maturity Date. In certain circumstances, delivery of Deliverable
Obligations contained in the Deliverable Obligations Portfolio may be delayed to a date beyond the
Physical Settlement Date.

Issuer Discretion

The decision when and whether to deliver a Credit Event Notice and, if applicable, a Notice of Publicly
Available Information, is at the sole and absolute discretion of the Issuer. Such notices are effective when
delivered to the Principal Paying Agent. The delivery of or failure to deliver such notices to Noteholders
will not affect the effectiveness of such notices.

Redemption Failure/Alternative Settlement

In relation to a Physically Settled Note, if a Redemption Failure Event occurs, the Note may be subject to
alternative settlement and may, in certain circumstances, be redeemed without any payment or Delivery
by the Issuer. If the minimum denomination of Deliverable Obligations is not a whole integral number of
the amount of the Deliverable Obligations Portfolio, the Issuer may Deliver such whole integral amount
of the Deliverable Obligations Portfolio and cash settle the fractional shortfall. If the Final Redemption
Amount in respect of such Note cannot be paid when due as a result of a Redemption Failure Event, the
Noteholder, after providing a release and indemnity to the satisfaction of the Issuer, may request such
payment to be made to an account or person not affected by such Redemption Failure Event, provided
that, if such Redemption Failure Event is continuing for 60 calendar days after the Maturity Date, the
Issuer's obligations in respect of such payment will be discharged.

Noteholder Obligations

If a Note is a Physically Settled Note, the Issuer's obligation to Deliver the Deliverable Obligations
Portfolio is subject to various conditions, including, without limitation, the obligation of the Noteholder to
deliver to the Issuer an Asset Transfer Notice within the prescribed time frame. If a Noteholder fails to do
so in a timely manner, the obligations of the Issuer to that Noteholder may be discharged without any
payment or Delivery. In any event, no payment or Delivery will be made in respect of a Physically Settled
Note unless the Issuer has received, in the case of a Global Note, the Verification or, in the case of a
definitive Note, the relevant Note.

Impossibility and Illegality

In relation to a Physically Settled Note, if as a result of the application of the provisions of Sections 9.3,
9.4, 9.5 or 9.6 of the Credit Derivatives Definitions (as modified herein) it is impossible, impracticable
(including if unduly burdensome) or illegal for the Issuer to Deliver (by reason of an impossibility,
impracticality or illegality, non-receipt of requisite consents of Consent Required Loans or Assignable
Loans included in the Deliverable Obligations Portfolio, the inclusion in the Deliverable Obligations
Portfolio of Participations not effected by the Latest Permissible Physical Settlement Date or for any other
reason specified in such Sections), then Condition 8(c), (d), (e) or (f) relating to partial cash settlement
may apply in respect of any undeliverable portion of the Deliverable Obligations Portfolio. If such partial
cash settlement does not apply, then in respect of the portion of the Deliverable Obligations Portfolio for
which it is not possible or legal to take Delivery on the Physical Settlement Date, such Delivery will take
place as soon as practicable thereafter in accordance with the provisions of the Credit Derivatives
Definitions and in any event on or before the Latest Permissible Physical Settlement Date. The Issuer's
obligations will be deemed to be fully discharged with respect such Note as at the date on which the



                                                     19
Deliverable Obligations Portfolio has been fully Delivered (if any) or otherwise as at the date
immediately following the Latest Permissible Physical Settlement Date.

No Events of Default / No Negative Pledge

The Programme makes no provision for acceleration of Notes following any event of default occurring in
relation to the Issuer. In addition, the Programme does not provide for a negative pledge to be given by
the Issuer and accordingly the Issuer may grant security to any of its other creditors so that its obligations
to such other creditors would rank ahead of its obligations under the Notes.

Factors which are material for the purpose of assessing the market risks associated with Notes
issued under the Programme

Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate
risk, interest rate risk and credit risk:

The secondary market generally

Notes may have no established trading market when issued, and one may never develop. If a market does
develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at
prices that will provide them with a yield comparable to similar investments that have a developed
secondary market. This is particularly the case for Notes that are especially sensitive to interest rate,
currency or market risks, are designed for specific investment objectives or strategies or have been
structured to meet the investment requirements of limited categories of investors. These types of Notes
generally would have a more limited secondary market and more price volatility than conventional debt
securities. Illiquidity may have a severely adverse effect on the market value of Notes.

Exchange rate risks and exchange controls

The Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain
risks relating to currency conversions if an investor's financial activities are denominated principally in a
currency or currency unit (the "Investor's Currency") other than the Specified Currency. These include
the risk that exchange rates may significantly change (including changes due to devaluation of the
Specified Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction
over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of the
Investor's Currency relative to the Specified Currency would decrease (1) the Investor's Currency
equivalent yield on the Notes, (2) the Investor's Currency-equivalent value of the principal payable on the
Notes and (3) the Investor's Currency-equivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange controls that
could adversely affect an applicable exchange rate. As a result, investors may receive less interest or
principal than expected, or no interest or principal.

Credit ratings may not reflect all risks

One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may
not reflect the potential impact of all risks related to structure, market, additional factors discussed above,
and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy,
sell or hold securities and may be revised or withdrawn by the rating agency at any time. Noteholders are
subject to the credit risk of the Issuer as well as the credit and other risks of the Reference Entities.



                                                      20
Leverage

Certain Notes may be highly leveraged investments, including, without limitation, Notes linked to a
notional amount of Reference Entities or Reference Obligations exceeding the principal amount of the
Notes or Notes linked to the first-to-default or similar arrangement of a reference portfolio. The use of
leverage is a speculative investment technique to enhance returns. However, leverage also will magnify
the adverse impact of Credit Events.

Hedging

In the ordinary course of their business, including without limitation in connection with their market-
making activities, the Issuer and/or any other Programme Dealer or Agent or any Affiliate of any of them
(each such entity, a "Programme Party") may effect transactions for their own account or for the account
of their customers and hold long or short positions in any applicable Reference Obligation or related
derivatives. In addition, in connection with the offering of the Notes, the Issuer and/or any other
Programme Party may enter into one or more hedging transactions with respect to any applicable
Reference Obligation or related derivatives. In connection with such hedging or market-making activities
or with respect to proprietary or other trading activities by the Issuer and/or any other Programme Party,
the Issuer and/or any other Programme Party may enter into transactions with respect to any applicable
Reference Obligation or related derivatives which may affect the market price, liquidity or value of the
Notes and which could be deemed to be adverse to the interests of the relevant Noteholders. The Issuer
and/or any other Programme Party may pursue such hedging or related derivatives actions and take such
steps as they deem necessary or appropriate to protect their interests without regard to the consequences
for any Noteholder.

Taxation

The Issuer will not be liable for, or otherwise obliged to pay any tax, duty, withholding or other payment
which may arise as a result of the ownership, transfer, presentation and surrender for payment, or
enforcement of any Note and all payments made by the Issuer will be made subject to any tax, duty,
withholding or other payment which may be required to be made, paid, withheld or deducted, including,
without limitation, any withholding, excise, stamp, registration, document or other tax, duty, levy or
impost of any nature (including any interest, penalty or addition). The Issuer is not obliged to redeem the
Notes early as a result of, or make any additional payments to Noteholders or Couponholders in respect of,
any such tax, duty, withholding or other payment.

Volatility

The market value of the Notes (whether indicative or firm) will vary over time and may be significantly
less than par (or even zero) in certain circumstances. The market value of the Notes may be volatile even
if settled through customary clearing systems or listed on an exchange.

Other risk factors

No Guarantee of Performance

The Notes constitute direct, unsubordinated and unsecured obligations of the Issuer that are linked to the
credit risk of the Reference Entities and/or Reference Obligations specified in the applicable Contractual
Terms of Issue. No Programme Party guarantees the performance of or otherwise stands behind the




                                                    21
performance of any Reference Entity or Reference Obligation or is under any obligation to make good
losses suffered as a result of Credit Events.

Provision of Information

The Programme Parties, whether by virtue of the types of relationships described herein or otherwise,
may possess information in relation to any Reference Entity, any Affiliate of a Reference Entity, any
Reference Obligation or any guarantor that is or may be material in the context of the Notes and that may
or may not be publicly available or known to the Noteholders or any other person. The Notes will not
create any obligation on the part of any of the Programme Parties to disclose any such relationship or
information (whether or not confidential).

No Representations

None of the Programme Parties makes any representation, express or implied, as to any Reference Entity
or any Reference Obligation or the credit quality thereof, or any information contained in any documents
provided by any Reference Entity or filed by a Reference Entity with any exchange or with any
governmental authority.

Limited Liquidity

No secondary market exists for the Notes upon issue and there can be no assurance that a secondary
market for the Notes will develop or, if a secondary market does develop, that it will provide the holders
of the Notes with liquidity of investment or that it will continue for the life of the Notes. The Issuer and
its Affiliates are not required to make a market in any Notes. Consequently, a prospective purchaser of the
Notes must be prepared to hold its Notes for an indefinite period of time or until the redemption or
maturity of the Notes.

No United States Registration

The Notes have not been and will not be, and any Deliverable Obligations might not have been and may
not be, registered under the Securities Act, and may not be offered or sold, directly or indirectly, in the
United States or to, or for the account or benefit of, U.S. Persons except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the Securities Act. Registered Notes may
be offered or sold within the United States only to QIBs or to Institutional Accredited Investors, in either
case in transactions exempt from registration under the Securities Act. See "Subscription and Sale". Notes
issued in bearer form are subject to U.S. tax law requirements.

In certain circumstances, redemption of Notes will be conditional upon certain certifications as to non-
U.S. beneficial ownership. See "Form of the Notes".

Legal investment considerations may restrict certain investments

The investment activities of certain investors are subject to legal investment laws and regulations, or
review or regulation by certain authorities. Each potential investor should consult its legal advisers to
determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as
collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any
Notes. Financial institutions should consult their legal advisors or the appropriate regulators to determine
the appropriate treatment of Notes under any applicable risk-based capital or similar rules.




                                                     22
                        GENERAL DESCRIPTION OF THE PROGRAMME

Set forth below is a summary of the terms and conditions of the Programme and the Notes. The applicable
terms of any Notes will be agreed between the Issuer and any Programme Dealers prior to the issue of the
Notes and will be set out in the Conditions of the Notes attached to, endorsed on, or incorporated by
reference into, the Notes, as modified and supplemented by the applicable Contractual Terms of Issue
attached to, or endorsed on, such Notes, as more fully described under "Form of the Notes" below.

This Information Memorandum and any applicable Contractual Terms of Issue will only be valid for
Notes admitted to the Official List during the period of 12 months from the date of this Information
Memorandum in an aggregate principal amount which, when added to the aggregate principal amount
then outstanding of all Notes previously or simultaneously issued under the Programme, does not exceed
U.S.$20,000,000,000 or its equivalent in other currencies. For the purpose of calculating the U.S. dollar
equivalent of the aggregate principal amount of Notes issued under the Programme from time to time:

(a)     the U.S. dollar equivalent of Notes denominated in another Note Currency will be determined, at
        the sole and absolute discretion of the Issuer, either as of the date on which agreement is reached
        for the issue of Notes or on the preceding day on which commercial banks and foreign exchange
        markets are open for general business (including dealing in foreign exchange and foreign
        currency deposits) in London and New York, in each case on the basis of the spot rate for the sale
        of the U.S. dollar against the purchase of such Note Currency in the London foreign exchange
        market quoted by any leading international bank selected by the Issuer on the relevant day of
        calculation; and

(b)     the U.S. dollar equivalent of Zero Coupon Notes and Other Notes issued at a discount or a
        premium will be calculated in the manner specified above by reference to the net proceeds
        received by the Issuer for the relevant issue.




                                                    23
            SUMMARY OF THE PROGRAMME AND CONDITIONS OF THE NOTES

This summary must be read as an introduction to this Information Memorandum and any decision
to invest in any Notes should be based on a consideration of this Information Memorandum as a
whole, including the documents incorporated by reference. Following the implementation of the
relevant provisions of the Prospectus Directive in each Member State of the European Economic
Area no civil liability will attach to the Responsible Person in any such Member State in respect of
this Summary, including any translation hereof, unless it is misleading, inaccurate or inconsistent
when read together with the other parts of this Information Memorandum. Where a claim relating
to information contained in this Information Memorandum is brought before a court in a Member
State of the European Economic Area, the plaintiff may, under the national legislation of the
Member State where the claim is brought, be required to bear the costs of translating the
Information Memorandum before the legal proceedings are initiated.

Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall
have the same meanings in this summary.

The following summary does not purport to be complete. It is qualified by the remainder of this
Information Memorandum and, in respect of a Series of Notes, the applicable Contractual Terms of Issue.

Issuer:                         Barclays Bank PLC.

Description:                    Credit Linked Note Programme.

Risk Factors:                   There are certain factors that may affect the Issuer's ability to fulfil its
                                obligations under Notes issued under the Programme. These are set out
                                under "Risk Factors" above and include the general economic conditions
                                in the United Kingdom or globally. In addition, there are certain factors
                                which are material for the purpose of assessing the market risks
                                associated with Notes issued under the Programme. These are set out
                                under "Risk Factors" above and include the fact that the Notes may not
                                be a suitable investment for all investors, certain risks relating to the
                                structure of particular Series of Notes, certain market risks, including
                                liquidity risks, exchange rate risk, interest rate risk and credit and other
                                risks of each Reference Entity and the corresponding Obligation(s), as
                                set out in the applicable Contractual Terms of Issue.

Arranger:                       Barclays Bank PLC.

Programme Dealers:              Barclays Bank PLC and any other entity appointed as a programme
                                dealer under the Programme Agreement.

Legal and Regulatory            Notes denominated in a currency in respect of which particular laws,
Requirements:                   guidelines, regulations, restrictions or reporting requirements apply will
                                only be issued in circumstances which comply with such laws,
                                guidelines, regulations, restrictions or reporting requirements. See
                                "Subscription and Sale".

Principal Paying Agent:         The Bank of New York or any successor principal paying agent



                                                   24
                          appointed under the Agency Agreement.

Calculation Agent:        Barclays Bank PLC (unless another entity is specified in the applicable
                          Contractual Terms of Issue as having been appointed as calculation
                          agent in respect of a Series of Notes under the Agency Agreement, in
                          which case the Calculation Agent will be such other entity).

Irish Paying Agent:       AIB/BNY Fund Management (Ireland) Limited (unless another entity is
                          specified in the applicable Contractual Terms of Issue as having been
                          appointed as Irish paying agent in respect of a Series of Notes under the
                          Agency Agreement, in which case the Irish Paying Agent will be such
                          other entity).

Transfer Agent:           The Bank of New York (unless another entity is specified in the
                          applicable Contractual Terms of Issue as having been appointed as
                          transfer agent in respect of a Series of Notes under the Agency
                          Agreement, in which case the Transfer Agent will be such other entity).

Registrar:                The Bank of New York or any successor registrar appointed under the
                          Agency Agreement.

Programme Size:           Up to U.S.$20,000,000,000 (or its equivalent in other currencies
                          calculated as described herein) outstanding principal at any time. The
                          Issuer may increase the amount of the Programme in accordance with
                          the terms of the Programme Agreement.

Method of distribution:   Notes may be distributed by way of private or public placement and in
                          each case on a syndicated or non-syndicated basis as indicated in the
                          applicable Contractual Terms of Issue.

Currencies:               Sterling, U.S. dollars, Yen and euro and any other currency, as specified
                          in the applicable Contractual Terms of Issue, subject to applicable legal
                          or regulatory restrictions, save that Rule 144A Global Notes may only
                          be denominated in U.S. dollars.

Maturities:               As specified in the applicable Contractual Terms of Issue, subject to
                          such minimum or maximum maturities required by the relevant central
                          bank (or equivalent body) or any applicable laws or regulations.

Issue Price:              Notes may be issued on a fully paid basis and at an issue price which is
                          at par or at a discount to, or premium over, par as indicated in the
                          applicable Contractual Terms of Issue.

Use of Proceeds:          The net proceeds from each issue of Notes will be applied by the Issuer
                          for its hedging or general corporate purposes, which include making a
                          profit. If, in respect of any particular issue, there is a particular identified
                          use of proceeds, this will be stated in the applicable Contractual Terms
                          of Issue.




                                              25
Types of Notes:           Notes may include:

                          •   Fixed Rate Notes, which bear interest at a fixed rate specified in the
                              applicable Contractual Terms of Issue;

                          •   Floating Rate Notes, which bear interest determined by reference to
                              the relevant Floating Rate Option or other basis as specified in the
                              applicable Contractual Terms of Issue;

                          •   Zero Coupon Notes, which bear no stated interest but may be issued
                              at a price less than par; or

                          •   Other Notes, the terms of which will be specified in the applicable
                              Contractual Terms of Issue and may include discount notes,
                              premium notes, instalment notes, amortising notes, accreting notes,
                              total return notes and other forms of notes.

Reference Entities,       In each case, as specified in the applicable Contractual Terms of Issue.
Obligations, Reference    Notes may be Cash Settled Notes or Physically Settled Notes, and will
Obligations:              be linked to the credit risk of one or more Reference Entities or
                          Reference Obligations.

Credit Events:            One or more of Bankruptcy, Failure to Pay, Obligation Default,
                          Obligation Acceleration, Repudiation/Moratorium, Restructuring or such
                          other Credit Events as may be specified in the applicable Contractual
                          Terms of Issue.

Redemption at Maturity:   Each Note outstanding on the Maturity Date will be redeemed at its
                          Final Redemption Amount, subject to the Conditions.

Redemption Following a    If an Event Determination Date occurs in respect of a Reference Entity
Credit Event:             during the Notice Delivery Period and on or prior to the Maturity Date,
                          the Issuer may redeem each Cash Settled Note at the Final Redemption
                          Amount on the Cash Settlement Date and each Physically Settled Note
                          by Delivery of the Deliverable Obligations Portfolio on or before the
                          Final Delivery Date, subject to the terms of the relevant Settlement
                          Method and the other Conditions. Redemption may occur irrespective of
                          whether the relevant Credit Event is continuing at any time on or after
                          the Event Determination Date. The Cash Settlement Date and Final
                          Delivery Date may be later than the Scheduled Maturity Date. Save as
                          otherwise specified in the applicable Contractual Terms of Issue, no
                          interest will accrue on the Notes after the Interest Expiration Date.

Optional Redemption:      The Issuer may redeem the Notes prior to the Maturity Date on the
                          dates, in the amounts, at the prices and on such terms as may be
                          specified in the applicable Contractual Terms of Issue.

Form of Notes:            Notes will be issued in bearer form or registered form as indicated in the
                          applicable Contractual Terms of Issue.



                                            26
Bearer Notes will be initially issued in the form of a Temporary Bearer
Global Note or, if so specified in the applicable Contractual Terms of
Issue, a Permanent Bearer Global Note which, in either case, will:

(i)     if the Global Notes are intended to be issued in NGN Form, as
        stated in the applicable Contractual Terms of Issue, be delivered
        on or prior to the original issue date of the Notes to the Common
        Safekeeper for Euroclear and Clearstream, Luxembourg; and

(ii)    if the Global Notes are not intended to be issued in NGN Form,
        as stated in the applicable Contractual Terms of Issue, be
        delivered on or prior to the original issue date of the Notes to the
        Common Depositary for, Euroclear and Clearstream,
        Luxembourg.

A Permanent Bearer Global Note will be exchangeable for definitive
Notes in the limited circumstances described in the applicable
Contractual Terms of Issue and as further described in "Form of the
Notes". Any interest in a Temporary Bearer Global Note or a Permanent
Bearer Global Note will be transferable only in accordance with the
rules and procedures for the time being of Euroclear, Clearstream,
Luxembourg and/or any other agreed clearing system, as appropriate.

Registered Notes of any Series sold in an "offshore transaction" to non-
U.S. Persons within the meaning of Regulation S will be represented by
interests in a Regulation S Global Note, without Coupons attached,
which will be registered in the name of the nominee for, and will be
deposited on the relevant Issue Date with, a common depositary on
behalf of Euroclear and Clearstream, Luxembourg. Registered Notes of
any Series that are offered and sold to investors in the United States or
to, or for the account or benefit of, U.S. Persons will be available either
(as indicated in the applicable Contractual Terms of Issue) as (i) a
Definitive IAI Registered Note, issued only to Institutional Accredited
Investors as described under "Subscription and Sale" below, and will not
be eligible for trading in DTC, Euroclear or Clearstream, Luxembourg,
or (ii) in the form of a Rule 144A Global Note, without Coupons
attached, beneficial interests in which may only be held by QIBs, which
will be deposited with a custodian for, and registered in the name of a
nominee of, DTC on its Issue Date. Beneficial interests in a Regulation
S Global Note or a Rule 144A Global Note will be shown on, and
transfers thereof will only be effected through, records maintained by
DTC, Euroclear or Clearstream, Luxembourg, as the case may be, and
their respective participants, and in accordance with the rules and
procedures of DTC, Euroclear and Clearstream, Luxembourg from time
to time. See "Book-Entry Clearing Systems" below. Prior to the expiry of
the applicable Distribution Compliance Period (as defined below),
beneficial interests in a Regulation S Global Note may not be offered or
sold to, or for the account or benefit of, a U.S. Person and may not be
held otherwise than through Euroclear or Clearstream, Luxembourg.


                   27
                           Registered Notes in definitive form, at the request of the holder (save to
                           the extent otherwise indicated in the applicable Contractual Terms of
                           Issue), will be issued in exchange for interests in a Regulation S Global
                           Note or Rule 144A Global Note, as applicable, upon compliance with
                           the relevant procedures for exchange.

Events of Default:         None.

Cross Default:             None.

Negative Pledge:           None.

Denomination of Notes:     The Notes will be issued in such denominations as may be agreed
                           between the Issuer and the relevant Dealer save that the minimum
                           denomination of each Note will be such amount as may be allowed or
                           required from time to time by the relevant central bank (or equivalent
                           body) or any laws or regulations applicable to the relevant Specified
                           Currency.

                           Unless otherwise set forth in the applicable Contractual Terms of Issue,
                           Registered Notes will be issued only in minimum denominations of
                           U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof (or
                           the approximate equivalents in the applicable Note Currency).

Taxation:                  All payments in respect of the Notes will be made subject to deduction
                           for or on account of any taxes, including, without limitation, any
                           withholding, excise, stamp, registration, document or other tax, duty,
                           levy or impost of any nature (including any interest, penalty or addition),
                           and there will be no obligation on the Issuer to gross-up or redeem the
                           Notes early.

Status of the Notes:       The Notes will constitute direct, unsubordinated and unsecured
                           obligations of the Issuer and will rank pari passu among themselves and
                           (save for certain obligations required to be preferred by law) equally
                           with all other unsecured obligations (other than subordinated
                           obligations, if any) of the Issuer from time to time outstanding.

Listing and Admission to   Application may be made to list the Notes of any Series on the Official
Trading:                   List and admission to trading on its regulated market. Notes may also be
                           listed on such other or further stock exchanges as agreed between the
                           Issuer and any Programme Dealer in relation to each issue. Unlisted
                           Notes may also be issued. The applicable Contractual Terms of Issue
                           relating to each issue will state whether or not the relevant Notes are to
                           be listed and/or admitted to trading and, if so, on which stock exchanges
                           and/or markets.

Governing Law:             The Notes will be governed by, and construed in accordance with, the
                           laws of England and Wales.

Selling Restrictions:      There are selling restrictions in relation to the United States, the


                                              28
                        European Economic Area (including the United Kingdom, Italy, The
                        Netherlands and the Republic of Ireland), Japan, Hong Kong, Singapore
                        and such other restrictions as may be applicable in connection with the
                        offering and sale of any particular Series of Notes. See "Subscription
                        and Sale".

ERISA Considerations:   Unless otherwise specified in the applicable Contractual Terms of Issue,
                        the Notes may not be purchased or held by any benefit plan investor, and
                        any such purchaser or holder may not use the assets of a benefit plan
                        investor to acquire such Notes and may not at any time hold such Notes
                        for a benefit plan investor. Except as otherwise specified in the
                        applicable Contractual Terms of Issue, sales and transfers of Notes to
                        benefit plan investors or for or on behalf of benefit plan investors will be
                        void and will not be honoured by the Issuer. If, at any time, a Note is
                        held by or on behalf of a benefit plan investor, the Issuer will have the
                        right, at any time, at the expense and risk of the holder of the Note held
                        in violation of the applicable transfer restrictions, (i) to redeem such
                        Note, in whole or in part, or (ii) to require such holder to sell such Note
                        to a person who is not a benefit plan investor who is otherwise eligible
                        to invest in the Notes.

                        For the purposes hereof, "benefit plan investor" means (a) an employee
                        benefit plan (as defined in Section 3(3) of ERISA), subject to ERISA,
                        (b) a plan described in Section 4975 of the Internal Revenue Code, or (c)
                        any entity whose underlying assets include plan assets by reason of a
                        plan's investment in the entity under United States Department of Labor
                        Regulations § 2510.3 (29 C.F.R. § 2510.3) as modified by ERISA.




                                           29
                                        FORM OF THE NOTES

The Notes of each Series will be in bearer form or registered form, as specified in the applicable
Contractual Terms of Issue. Bearer Notes will be issued outside the United States in reliance on
Regulation S and Registered Notes will be issued both outside the United States in reliance on the
exemption from registration provided by Regulation S and within the United States in reliance on Rule
144A or Section 4(2) under the Securities Act.

Global Notes and definitive Notes will be issued pursuant to the Programme Agreement.

Bearer Notes

Bearer Notes will be initially issued in the form of a temporary bearer global Note (a "Temporary Bearer
Global Note") or, if so specified in the applicable Contractual Terms of Issue, a permanent bearer global
Note (a "Permanent Bearer Global Note") which, in either case, will:

(i)     if the Global Notes are intended to be issued in new global note form ("NGN Form"), as stated in
        the applicable Contractual Terms of Issue, be delivered on or prior to the original issue date of the
        Notes to a common safekeeper for Euroclear Bank SA/NV ("Euroclear") and Clearstream
        Banking, sociéte anonyme ("Clearstream, Luxembourg") (the "Common Safekeeper"); and

(ii)    if the Global Notes are not intended to be issued in NGN Form, be delivered on or prior to the
        original issue date of the Notes to a common depositary for Euroclear and Clearstream,
        Luxembourg (the "Common Depositary").

Whilst any Bearer Note is represented by a Temporary Bearer Global Note, payments of principal and
interest (if any) due prior to the Exchange Date will be made (against presentation of the Temporary
Bearer Global Note if the Temporary Global Note is not intended to be issued in NGN Form) only to the
extent that certification (in a form to be provided) to the effect that the beneficial owners of interests in
such Bearer Note are not U.S. Persons or persons who have purchased for resale to any U.S. Person, as
required by U.S. Treasury regulations, has been received by Euroclear and/or Clearstream, Luxembourg,
as applicable, which has given a like certification (based on the certifications it has received) to the
Principal Paying Agent.

On and after the date (the "Exchange Date") which is the later of (i) 40 days after the date on which the
Temporary Bearer Global Note is issued and (ii) 40 days after the completion of the distribution of the
relevant Series (as determined in accordance with Clause 4(c) of the Agency Agreement (Determination
of Exchange Date, Issue of Permanent Bearer Global Notes and Determination of Distribution
Compliance Period) (the "Distribution Compliance Period") interests in the Temporary Bearer Global
Note will be exchangeable (free of charge to the Noteholder) upon a request as described therein, either
for interests in a Permanent Bearer Global Note of the same Series, without Coupons attached and/or, as
the case may be, for definitive Bearer Notes of the same Series, with (where applicable) Coupons attached
(as indicated in the applicable Contractual Terms of Issue) in each case against certification of beneficial
ownership as described above unless such certification has already been given, provided that purchasers
in the United States and certain U.S. Persons will not be able to receive definitive Bearer Notes. The
holder of a Temporary Bearer Global Note will not be entitled to collect any payment of interest or
principal due on or after the Exchange Date unless, upon due certification, exchange of the Temporary
Bearer Global Note for an interest in a Permanent Bearer Global Note or for definitive Bearer Notes is
improperly withheld or refused.


                                                     30
Payments of principal and interest (if any) on a Permanent Bearer Global Note will be made through
Euroclear and/or Clearstream, Luxembourg against presentation or surrender (as the case may be) of the
Permanent Bearer Global Note (if the Permanent Global Note is not intended to be issued in NGN Form)
without any requirement for certification.

A Permanent Bearer Global Note will be exchangeable (free of charge to the Noteholders) in whole for
definitive Bearer Notes with, where applicable, Coupons attached (as specified in the applicable
Contractual Terms of Issue) in the following circumstances: (i) if the Permanent Bearer Global Note is
held on behalf of Euroclear, Clearstream, Luxembourg or any other clearing system approved by the
Issuer and the Issuer has been notified by any Agent that all such clearing systems have been closed for
business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or
have announced an intention permanently to cease business or have in fact done so and no successor
clearing system is available; (ii) if the Issuer has or will become subject to adverse tax consequences
which would not be suffered were the Notes represented by Notes in definitive bearer form; or (iii) at the
Issuer's request. Thereupon the Issuer will, within 60 days of the occurrence or, as the case may be, of its
notification of the relevant event, issue definitive Bearer Notes in exchange for the entire Permanent
Bearer Global Note. There is no requirement for Notes issued in definitive bearer form to be printed from
engraved steel plates.

The following legend will appear on all Bearer Notes with an original maturity of more than 365 days and
on all Coupons relating to such Notes:

"ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
CODE."

The sections referred to in the above paragraph provide that United States holders, with certain exceptions,
will not be entitled to deduct any loss on Bearer Notes or Coupons or interests and will not be entitled to
capital gains treatment of any gain on any sale, disposition, redemption or payment of principal in respect
of Notes or Coupons.

Notes represented by a Temporary Bearer Global Note or a Permanent Bearer Global Note will only be
transferable in accordance with the rules and procedures for the time being of Euroclear, Clearstream,
Luxembourg, or any other clearing system approved by the Issuer, as the case may be.

Registered Notes

Registered Notes offered and sold to non-U.S. Persons outside the United States in reliance on
Regulation S will initially be represented by a global note in registered form (a "Regulation S Global
Note"), without Coupons attached, which will be registered in the name of a nominee, and will be
deposited with a common depositary for the accounts, of Euroclear and Clearstream, Luxembourg. Prior
to expiry of the Distribution Compliance Period applicable to each Series of Notes, beneficial interests in
a Regulation S Global Note may not be offered or sold to, or for the account or benefit of, a U.S. Person
save as otherwise provided in the Conditions and may not be held otherwise than through Euroclear or
Clearstream, Luxembourg, and such Regulation S Global Note will bear a legend regarding such
restrictions on transfer. In certain limited circumstances set out below, a Regulation S Global Note may be
exchanged for Registered Notes in definitive form.




                                                    31
Following the expiry of the Distribution Compliance Period, beneficial interests in a Regulation S Global
Note may only be offered or sold to, or for the account or benefit of, a U.S. Person if such interest is
exchanged for either an interest in a Rule 144A Global Note or a Definitive IAI Registered Note (as set
out in the applicable Contractual Terms of Issue), in either case in accordance with the transfer restrictions
set out herein and included in the legend for such Rule 144A Global Note or Definitive IAI Registered
Note.

Registered Notes may only be offered and sold in the United States or to, or for the account or benefit of,
U.S. Persons in private transactions (i) to "qualified institutional buyers" within the meaning of Rule
144A under the Securities Act ("QIBs") or (ii) to "accredited investors" (as defined in Rule 501(a)(1), (2),
(3) or (7) under the Securities Act that are institutions ("Institutional Accredited Investors") who agree
to purchase the Notes for their own account and not with a view to the distribution thereof. The
Registered Notes sold to QIBs will be represented by a global note in registered form (a "Rule 144A
Global Note" and, together with a Regulation S Global Note, the "Registered Global Notes"). A Rule
144A Global Note will be deposited with a custodian for, and registered in the name of a nominee of,
DTC. Persons holding beneficial interests in a Rule 144A Global Note will be entitled or required, as the
case may be, under the circumstances described below, to receive physical delivery of definitive
Registered Notes in fully registered form.

The Registered Notes sold to Institutional Accredited Investors will be in definitive form, registered in the
name of the holder thereof ("Definitive IAI Registered Notes"). Definitive IAI Registered Notes will be
issued only in minimum denominations of the relevant Note Denomination or as otherwise specified in
the applicable Contractual Terms of Issue. Definitive IAI Registered Notes will be subject to the
restrictions on transfer set forth therein and will bear the restrictive legend described under "Subscription
and Sale". Institutional Accredited Investors that hold Definitive IAI Registered Notes may not elect to
hold such Notes through DTC but transferees acquiring the Notes in transactions exempt from Securities
Act registration pursuant to Regulation S or Rule 144A under the Securities Act (if available) may do so
upon satisfaction of the requirements applicable to such transfer as described under "Subscription and
Sale". The Rule 144A Global Note and the Definitive IAI Registered Notes will be subject to certain
restrictions on transfer set forth therein and will bear a legend regarding such restrictions.

Payments of principal, interest and any other amount in respect of the Registered Global Notes will, in the
absence of provision to the contrary, be made to the person shown on the Register as the registered holder
of the Registered Global Notes. None of the Issuer, any Paying Agent or the Registrar will have any
responsibility or liability for any aspect of the records relating to or payments or deliveries made on
account of beneficial ownership interests in the Registered Global Notes or for maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.

Payments of principal, interest or any other amount in respect of the Registered Notes in definitive form
will, in the absence of provision to the contrary, be made to the persons shown on the Register on the
relevant Record Date immediately preceding the due date for payment.

Interests in a Registered Global Note will be exchangeable (free of charge), in whole but not in part, for
definitive Registered Notes without Coupons attached only upon the occurrence of an Exchange Event.
For these purposes, an "Exchange Event" shall occur (i) in the case of Notes registered in the name of a
nominee for DTC, where either DTC has notified the Issuer that it is unwilling or unable to continue to
act as depository for the Notes and no alternative clearing system is available or DTC has ceased to
constitute a clearing agency registered under the Exchange Act, (ii) in the case of Notes registered in the
name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg, where the
Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business


                                                     32
for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have
announced an intention permanently to cease business or have in fact done so and, in any such case, no
successor clearing system is available, (iii) where the Issuer has or will become subject to adverse tax
consequences which would not be suffered were the Notes represented by the Registered Global Note in
definitive form or (iv) upon the Issuer's request. The Issuer will promptly give notice to Noteholders in
accordance with Condition 16 (Notices) if an Exchange Event occurs. In the event of the occurrence of an
Exchange Event, DTC, Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any
holder of an interest in such Registered Global Note) may give notice to the Registrar requesting
exchange and, in the event of the occurrence of an Exchange Event as described in (iii) or (iv) above, the
Issuer may also give notice to the Registrar requesting exchange. Any such exchange will occur not later
than 10 days after the date of receipt of the first relevant notice by the Registrar.

Unless otherwise set forth in the applicable Contractual Terms of Issue, Registered Notes will be issued
only in minimum denominations of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof
(or the approximate equivalents in the applicable Note Currency). In the case of sales to Institutional
Accredited Investors, Notes will be issued only in minimum denominations of the relevant Note
Denomination, or as specified in the applicable Contractual Terms of Issue. Definitive IAI Registered
Notes and Rule 144A Global Notes will be subject to the restrictions on transfer set forth therein and will
bear the restrictive legend described under "Subscription and Sale" below.

General

Any reference herein to Euroclear, Clearstream, Luxembourg and/or DTC will, whenever the context so
permits, be deemed to include a reference to any additional or alternative clearing system specified in the
applicable Contractual Terms of Issue.

Pursuant to the Agency Agreement, the Principal Paying Agent will arrange that, where further Notes are
issued which are intended to be fully fungible with an existing Series of Notes, such further Notes will be
assigned a common code and ISIN and, where applicable, a CUSIP and CINS number which are different
from the common code, ISIN, CUSIP and CINS assigned to Notes of any other Series until at least the
expiry of the Distribution Compliance Period applicable to such Notes.

If any Note is represented by a Global Note and the Global Note (or any part thereof) has become due and
repayable in accordance with the Conditions of such Notes and payment in full of the amount due has not
been made in accordance with the provisions of the Global Note, then the Global Note will become void
at 8.00 p.m. (London time) on such day. At the same time, holders of interests in such Global Note
credited to their accounts with Euroclear, Clearstream, Luxembourg and/or DTC, as the case may be, will
become entitled to proceed directly against the Issuer on the basis of statements of account provided by
Euroclear, Clearstream, Luxembourg and/or DTC, as the case may be, on and subject to the terms of a
deed of covenant (the "Deed of Covenant") dated February 18, 2002 and executed by the Issuer.




                                                    33
                          FORM OF CONTRACTUAL TERMS OF ISSUE

Set out below is the form of Contractual Terms of Issue which will be completed and incorporated for
each Series of Notes issued under the Programme.

DATED [         ]


                                  BARCLAYS
                            BARCLAYS BANK PLC
                            (Incorporated with limited liability in England)

                    U.S.$20,000,000,000 CREDIT LINKED NOTE PROGRAMME




                           Issue by Barclays Bank PLC (the "Issuer") of
             [Insert aggregate principal amount and title of Series of Notes](the "Notes")
                  pursuant to a U.S.$20,000,000,000 Credit Linked Note Programme

                                PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in
the Information Memorandum dated December 12, 2007 (the "Conditions"). This document
constitutes the contractual terms of issue of the Notes described above (the "Contractual Terms of
Issue"). The Information Memorandum, which constitutes a base prospectus for the purposes of the
Prospectus Directive, incorporates by reference the provisions and definitions of the Credit Derivatives
Definitions, subject to the amendments specified therein. In the event of an inconsistency between
these Contractual Terms of Issue and the Credit Derivatives Definitions or the Conditions, these
Contractual Terms of Issue shall govern. These Contractual Terms of Issue are supplemental to, and
must be read in conjunction with, the Information Memorandum and the Credit Derivatives
Definitions. The Information Memorandum is available for inspection electronically (an electronic
copy may be requested from the Issuer and will be delivered by e-mail) or physically during usual
business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered
office of the Issuer.

[The following alternative language applies if the first series of an issue which is being increased was
issued under an Information Memorandum with an earlier date.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the
Conditions) set forth in the Information Memorandum dated December 12, 2007. This document
constitutes the contractual terms of issue of the Notes described above. The Information Memorandum
dated December 12, 2007, which constitutes a base prospectus for the purposes of the Prospectus
Directive, incorporates by reference the provisions and definitions of the Credit Derivatives Definitions,
subject to the amendments specified therein. In the event of an inconsistency between these
Contractual Terms of Issue and the Credit Derivatives Definitions or the Conditions, these Contractual
Terms of Issue shall govern. These Contractual Terms of Issue are supplemental to, and must be read


                                                   34
in conjunction with, the Credit Derivatives Definitions and the Information Memorandum dated
December 12, 2007. Copies of the Information Memorandum dated December 12, 2007 are available
for inspection electronically (an electronic copy may be requested from the Issuer and will be delivered
by e-mail) or physically during usual business hours on any weekday (Saturdays, Sundays and public
holidays excepted) at the registered office of the Issuer.

[Include whichever of the following apply or specify as "Not applicable". Note that the numbering should
remain as set out below, even if "Not applicable" is indicated for individual paragraphs or subparagraphs.
Italics denote directions for completing the Contractual Terms of Issue.]

[When adding any other terms or information, consideration should be given as to whether such terms or
information constitute "significant new factors" and consequently trigger the need for a supplement to the
Information Memorandum under Article 16 of the Prospectus Directive.]

The purchase of the Notes described in these Contractual Terms of Issue involves substantial risks and
is not suitable for all investors. Prospective purchasers should refer to the section entitled "Risk
Factors" in the Information Memorandum and any additional risk warnings set out in these
Contractual Terms of Issue.


1.      Series Number:
2.      Note Currency or Currencies:
3.      Principal Amount:
4.      Issue Price:
5.      Note Denomination:
6.      Trade Date:
7.      Issue Date:
8.      Interest Commencement Date:
9.      Scheduled Maturity Date:                   [Specify date]

INTEREST TERMS
10.     Interest Basis:
11.     Fixed Rate Note Provisions:                [Applicable/Not applicable]
                                                   [If not applicable, delete the remaining subparagraphs
                                                   of this paragraph]
        (i)     Fixed Rate of interest:
        (ii)    Interest Payment Dates:
        (iii)   Initial Stub (per Note):
        (iv)    Final Stub (per Note):
        (v)     Day Count Fraction:
        (vi)    Extension Interest:                [Applicable/Not applicable]



                                                   35
      (vii)    Other terms relating to the
               method of calculating interest
               for Fixed Rate Notes:
12.   Floating Rate Note Provisions:            [Applicable/Not applicable]
                                                [If not applicable, delete the remaining subparagraphs
                                                of this paragraph]
      (i)      Interest Payment Dates:
      (ii)     Floating Rate Option:
      (iii)    Designated Maturity:
      (iv)     Spread:
      (v)      Reset Dates:
      (vi)     Day Count Fraction:
      (vii)    Extension Interest:              [Applicable/Not applicable]
      (viii)   Other terms, relating to the
               method of calculating interest
               on Floating Rate Notes:
BUSINESS DAY
13.   Business Days:
14.   Business Day Convention:
REDEMPTION TERMS
15.   Final Redemption Amount of each           [As defined in Condition 2(b).]
      Note:
16.   Reference Entity(ies):                    [Specify]
                                                [Additional provisions for Physically Settled Default
                                                Swaps – Monoline Insurer as Reference Entity:
                                                [Applicable/Not applicable]
17.   Reference Obligation(s):
18.   All Guarantees                            [Applicable/Not applicable]
19.   Credit Events:                            The following Credit Events shall apply: [Select all
                                                that apply – delete non-applicable events]:
                                                Bankruptcy
                                                Failure to Pay
                                                        [Grace Period Extension [Applicable/Not
                                                        applicable]
                                                        Grace Period: [Specify number of days]]
                                                Obligation Default
                                                Obligation Acceleration


                                                36
                                              Repudiation/Moratorium
                                              Restructuring
                                                       Restructuring Maturity Limitation and Fully
                                                       Transferable Obligation: [Applicable/Not
                                                       applicable]
                                                       Modified Restructuring Maturity Limitation
                                                       and Conditionally Transferable Obligation:
                                                       [Applicable/Not applicable]
                                                       Multiple Holder Obligation: [Applicable/Not
                                                       applicable]
20.   Conditions to Settlement:               Credit Event Notice
                                              Notifying Party: Issuer
                                              [Notice of Physical Settlement]
                                              Notice of Publicly Available Information Applicable
                                                       Public Sources:
                                                       Specified Number:
21.   Obligations:
      Obligation Category (Select only one)   Obligation Characteristics: (Select all that apply)
      [delete non-applicable categories]:     [delete non-applicable categories and if none apply
                                              state "None applicable" or "None"]:
      Payment                                 Not Subordinated
      Borrowed Money                          Specified Currency: Standard Specified Currencies

      Reference Obligations Only              Not Sovereign Lender
      Bond                                    Not Domestic Currency
      Loan                                    Not Domestic Law
      Bond or Loan                            Listed
                                              Not Domestic Issuance
22.   Excluded Obligations:                   [None]
23.   Issuer Settlement Option:               [Applicable/Not applicable][if applicable include both
                                              terms relating to Cash Settlement and terms relating
                                              to Physical Settlement]
24.   Settlement Method:                      [Cash Settlement] [Physical Settlement][Either Cash
                                              Settlement or Physical Settlement, depending on how
                                              the Issuer exercises the Issuer Settlement Option upon
                                              the occurrence of an Event Determination Date]
25.   Terms relating to Cash Settlement:
      (i)    Valuation Date:                  [Single Valuation Date: Any date occurring at least 5
                                              Business Days following the relevant Event
                                              Determination Date, as selected by the Issuer in its
                                              sole discretion]


                                              37
      (ii)     Valuation Time:               [As per the Credit Derivatives Definitions, as amended
                                             by Condition 2(a)(xxiv)]
      (iii)    Quotation Method:             [Bid]
      (iv)     Quotation Amount:
      (v)      Dealers:                      [As per the Credit Derivatives Definitions, as amended
                                             by Condition 2(a)(xxv)]
      (vi)     Settlement Currency:          [Note Currency]
      (vii)    Cash Settlement Date:         [Five] Business Days.
      (viii)   Quotations:
      (ix)     Valuation Method:             [Highest]
      (x)      Other terms:
26.   Terms relating to Physical
      Settlement:
      (i)      Deliverable Obligations:
               Deliverable Obligation        Deliverable Obligation Characteristics (Select all
               Category (Select only one)    that apply) [delete non-applicable categories and if
               [delete non-applicable        none apply state "None applicable" or "None"]:
               categories]:
               Payment                       Not Subordinated
               Borrowed Money                Specified Currency: Standard Specified Currencies
                                             Not Sovereign Lender
               Reference Obligations Only
               Bond                          Not Domestic Currency
               Loan                          Not Domestic Law
               Bond or Loan                  Listed
                                             Not Contingent
                                             Not Domestic Issuance
                                             Assignable Loan
                                             Consent Required Loan
                                             Direct Loan Participation
                                                     [Qualifying Participation Seller: [    ]]
                                             Transferable
                                             Maximum Maturity: [ ] years
                                             Accelerated or Matured
                                             Not Bearer
      (ii)     Excluded Deliverable          [None]
               Obligation(s):
      (iii)    Physical Settlement Period:   With respect to a Deliverable Obligation specified in
                                             the Notice of Physical Settlement, the longest number
                                             of Business Days for settlement in accordance with the
                                             then current market practice of such Deliverable
                                             Obligation as determined by the Calculation Agent.



                                             38
      (iv)     Partial Cash Settlement due       [Applicable/Not applicable]
               to Impossibility or Illegality:
      (v)      Partial Cash Settlement of        [Applicable/Not applicable]
               Consent Required Loans:
      (vi)     Partial Cash Settlement of        [Applicable/Not applicable]
               Assignable Loans:
      (vii)    Partial Cash Settlement of        [Applicable/Not applicable]
               Participations:
      (viii)   Delivery Method:                  [As per Condition 2]
      (ix)     Other terms:
GENERAL PROVISIONS APPLICABLE TO THE NOTES
27.   Form of Notes:                             [Registered Note(s)/Bearer Note(s)]
28.   Notes in bearer form to be
      represented on issue by a Temporary
      Bearer Global Note or a Permanent
      Bearer Global Note or definitive
      Notes:
29.   Notes in bearer form to be in NGN          [Yes/No]
      Form:
30.   Notes in registered form:                  [Rule 144A Global Note(s)/Regulation S Global
                                                 Note(s)]
31.   Talons for future Coupons to be
      attached to definitive bearer Notes
      (and dates on which such Talons
      mature):
32.   Net Proceeds: (required only for
      listed issues)
33.   Method of distribution:
34.   Optional Redemption:
35.   Other terms:                               [Not applicable/give details]
DISTRIBUTION
36.   (i)      If syndicated, names [and         [Not applicable/give names [and addresses and
               addresses]** of Managers          underwriting commitments]**]
               [and underwriting
                                                 [Include names and addresses of entities agreeing to
               commitments]**:
                                                 underwrite the issue on a firm commitment basis and
                                                 names and addresses of the entities agreeing to place
                                                 the issue without a firm commitment or on a "best
                                                 efforts" basis if such entities are not the same as the
                                                 Manager(s)]**
                                                 [      ]**
      (ii)     Date of [Subscription]


                                                 39
        Agreement:**
                                        [    ]**
(iii)   Stabilising Manager (if any):




                                        40
37.   If non-syndicated, name [and               [Name [and address]**]
      address]** of Programme Dealer:
38.   Total commission and concession:**         [       ] per cent. of the Aggregate Nominal Amount**
39.   Whether TEFRA D rules applicable
      or TEFRA rules not applicable:
40.   Additional selling restrictions:
REPRESENTATIONS
41.   By its purchase of the Notes, each holder of the Notes represents, warrants, covenants and agrees
      with and to the Issuer, each Programme Dealer and each Agent that: (1) it has consulted and will
      continue to consult with its own legal, regulatory, tax, business, investment, financial and
      accounting advisors to the extent it deems necessary, and it has made and will continue to make
      its own investment, hedging and trading decisions (including without limitation decisions
      regarding the appropriateness and/or suitability of the Notes) based upon its own judgment and
      upon any advice from such advisors as it deems necessary, and not in reliance upon the Issuer,
      any Programme Dealer or any Agent, or any view expressed by any of their officers, directors or
      employees; (2) neither the Issuer nor any Programme Dealer nor any Agent has given to it
      (directly or indirectly through any other person) any advice or counsel, assurance, guarantee, or
      representation whatsoever as to the expected or projected success, profitability, return,
      performance, result, effect, consequence, or benefit (either legal, regulatory, tax, financial,
      accounting, or otherwise) of an investment in the Notes, it being understood that information and
      explanations relating to the Conditions thereof are not financial or investment advice or a
      recommendation to purchase, hold or sell the Notes; (3) it has evaluated and it fully understands
      all the Conditions (including, without limitation, the definitions and provisions of the Credit
      Derivatives Definitions, as amended by the Conditions) and risks of the Notes, and it is willing to
      assume (financially and otherwise) all such risks, it has such knowledge and experience in
      financial and business matters, particularly in structured finance and other transactions that
      involve a high degree of risk, as to be capable of evaluating the merits and risks of an investment
      in the Notes; (4) the Issuer, each Programme Dealer and each Agent has not and will not be acting
      as a fiduciary or financial, investment, commodity trading or other advisor to it; (5) it has the
      legal capacity to purchase the Notes and all necessary action, corporate and other, to approve its
      purchase has been duly taken and is in full force and effect, such purchase does not conflict with
      any, and its purchase of the Notes complies with all, laws, rules, regulations, orders and
      agreements applicable to it or by which its assets are bound and all of its constituent documents,
      resolutions, investment guidelines and other policies, including, without limitation, any such
      laws, rules, regulations, orders, constituent documents, agreements, resolutions, guidelines and
      policies which permit it to purchase investments or enter into transactions for limited purposes,
      limited time frames or in compliance with specific criteria; and (6) all information provided to it
      with respect to the Notes is, unless the Notes are Listed Notes, confidential including (without
      limitation) the contents of these Contractual Terms of Issue, any term sheet produced in respect of
      the Notes and any related material (including any drafts produced or provided in respect of these
      Contractual Terms of Issue, the term sheet and any related material (other than the Credit
      Derivatives Definitions) and the holder of the Notes shall not disclose, reproduce or distribute to
      any other person (other than its employees, directors or professional advisors) any such
      information without the consent of the Issuer, save to the extent that such disclosure, reproduction
      or distribution is required by applicable law or regulation.




                                                  41
[LISTING AND ADMISSION TO TRADING APPLICATION

These Contractual Terms of Issue comprise the final terms required for issue and admission to listing on
the Official List of the Irish Stock Exchange and trading on its regulated market of the Notes described
herein pursuant to the U.S.$20,000,000,000 Credit Linked Note Programme of Barclays Bank PLC.]

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Contractual Terms of Issue. [[ ]
has been extracted from [ ]. The Issuer confirms that such information has been accurately reproduced
and that, so far as it is aware and is able to ascertain from information published by [  ], no facts have
been omitted which would render the reproduced information inaccurate or misleading].

Acceptance on behalf of the
Issuer of the terms of these Contractual Terms of Issue

For and on behalf of


Barclays Bank PLC


By: .............................
    (Duly authorised)




                                                    42
                              PART B – OTHER INFORMATION

1.   LISTING

     (i)     Listing:                            [Irish Stock Exchange/other (specify)/None]

     (ii)    Admission to trading:               [Application has been made for the Notes to be
                                                 admitted to trading on the Irish Stock Exchange with
                                                 effect from [ ].] [Applicable/Not applicable]

                                                 [Where documenting a fungible issue need to
                                                 indicate that original securities are already admitted
                                                 to trading.]**

     (iii)   Estimate of total expenses          [   ]*
             related to admission to trading:

     (iv)    Listing Agent and specified
             office of Listing Agent:

2.   RATINGS

     Ratings:                                    The Notes to be issued have been rated:

                                                 [S & P:         [   ]]
                                                 [Moody's:       [   ]]
                                                 [[Other]:       [   ]]

                                                 [Need to include a brief explanation of the meaning
                                                 of the ratings if this has previously been published
                                                 by the rating provider.]**

                                                 [The above disclosure should reflect the rating
                                                 allocated to Notes of the type being issued under the
                                                 Programme generally or, where the issue has been
                                                 specifically rated, that rating]

3.   INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

     [Save for any fees payable to the Managers/Programme Dealers, so far as the Issuer is aware, no
     person involved in the issue of the Notes has an interest material to the offer. - Amend as
     appropriate if there are other interests]

4.   [REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

     (i)     [Reasons for the offer:]            [   ]

     (ii)    [Estimated net proceeds:]           [   ]

     (iii)   [Estimated total expenses:]         [   ]


                                                43
5.   YIELD (Fixed Rate Notes only)

     Indication of yield:                            [   ]

                                                     [Calculated as [include details of method of
                                                     calculation in summary form] on the Issue Date.]**

                                                     The yield is calculated at the Issue Date on the
                                                     basis of the Issue Price. It is not an indication of
                                                     future yield.

6.   HISTORIC INTEREST RATES [Floating Rate Notes only]**

     [Details of historic [LIBOR/EURIBOR/other] rates can be obtained from [Reuters [        ] page].]

7.   PERFORMANCE OF INDEX/FORMULA, EXPLANATION OF EFFECT ON VALUE OF
     INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION
     CONCERNING THE UNDERLYING [where Notes are index-linked only]

     [Need to include details of where past and future performance and volatility of the index/formula
     can be obtained]

     [Need to include a clear and comprehensive explanation of how the value of the investment is
     affected by the underlying and the circumstances when the risks are most evident]**

     [Where the underlying is an index need to include the name of the index and, if composed by the
     Issuer, a description or, if the index is not composed by the Issuer, details of where the
     information about the index can be obtained.]

     The Issuer does not intend to provide post-issuance information.

8.   PERFORMANCE OF RATE(S) OF EXCHANGE AND EXPLANATION OF EFFECT ON
     VALUE OF INVESTMENT [dual currency Notes only]

     [Need to include details of where past and future performance and volatility of the relevant rates
     can be obtained]

     [Need to include a clear and comprehensive explanation of how the value of the investment is
     affected by the underlying and the circumstances when the risks are most evident]**

9.   OPERATIONAL INFORMATION

     (i)     ISIN Code:                              [   ]

     (ii)    Common Code:                            [   ]

     (iii)   Any clearing system(s) other            [Not applicable/give name(s) and number(s)]
             than Euroclear Bank S.A./N.V.
             and      Clearstream   Banking,
             société anonyme and the relevant
             identification number(s) (e.g.


                                                44
                CUSIP or CINS codes):

         (iv)   Delivery:                                Delivery [against/free of] payment

         (v)    Names     and   addresses  of            [   ]
                additional Paying Agent(s) (if
                any):

         (vi)   Intended to be held in a manner          [Yes]/[No]
                which would allow Eurosystem
                eligibility:                             [Note that the designation "yes" simply means that
                                                         the Notes are intended upon issue to be deposited
                                                         with either Euroclear or Clearstream, Luxembourg
                                                         as common safekeeper and does not necessarily
                                                         mean that the Notes will be recognised as eligible
                                                         collateral for the Eurosystem monetary policy and
                                                         intra-day credit operations by the Eurosystem
                                                         either upon issue or at any or all times during their
                                                         life. Such recognition will depend upon satisfaction
                                                         of the Eurosystem eligibility criteria.] [include this
                                                         text if "yes" is selected in which case the Notes
                                                         must be issued in NGN Form]

Notes:

* Delete if the minimum denomination is less than EUR50,000
**Delete if the minimum denomination is equal to or greater than EUR50,000




                                                    45
                                   CONDITIONS OF THE NOTES

The following are the Conditions of the Notes which will be incorporated by reference into each Global
Note and each definitive Note, in the latter case only if permitted by the relevant stock exchange or other
relevant authority (if any) and agreed by the Issuer and any Programme Dealer at the time of issue but, if
not so permitted and agreed, such definitive Note will have endorsed thereon or attached thereto such
Conditions. The applicable Contractual Terms of Issue in relation to any Notes may specify other
Conditions which will, to the extent so specified or to the extent inconsistent with the following
Conditions, replace or modify the following Conditions for the purpose of such Notes. The applicable
Contractual Terms of Issue (or the relevant provisions thereof) will be endorsed upon, or attached to,
each Global Note and definitive Note. Reference should be made to "Form of the Notes" above for a
description of the contents of the applicable Contractual Terms of Issue which will include the definition
of certain terms used in the following Conditions and/or will specify which of such terms are to apply in
relation to the relevant Notes.

1.      GENERAL

        The applicable Contractual Terms of Issue are attached hereto or endorsed hereon and
        supplements the terms and conditions of the Notes (the "Conditions") and may specify other
        terms and conditions which will, to the extent so specified or to the extent inconsistent with these
        Conditions, replace or modify the Conditions for the purposes of the Notes. References herein to
        the "applicable Contractual Terms of Issue" are to the contractual terms of issue supplements
        and/or the supplementary information memorandum (or the relevant provisions thereof) for the
        Notes.

        The Notes are issued by Barclays Bank PLC (the "Issuer") pursuant to the Agency Agreement.

        References herein to "Note" or "Notes" are references to the Notes of this Series and mean (as
        appropriate):

        (a)     in relation to any Notes represented by a Global Note (a "Global Note"), units of the
                lowest Note Denomination in the Note Currency;

        (b)     any Global Note;

        (c)     any definitive Notes in bearer form ("Bearer Notes") issued in exchange for a Global
                Note in bearer form; and

        (d)     any definitive Notes in registered form ("Registered Notes") (whether or not issued in
                exchange for a Global Note in registered form).

        Unless the context otherwise requires, references in this Information Memorandum to definitive
        Notes will be construed to mean the definitive Note in the case of a single denomination issue.

        The Notes and the Coupons have the benefit of the Agency Agreement.

        Interest bearing definitive Bearer Notes (unless otherwise indicated in the applicable Contractual
        Terms of Issue) have interest coupons ("Coupons") and (if so indicated in the applicable
        Contractual Terms of Issue) talons for further Coupons ("Talons") attached on issue. Any



                                                    46
      reference herein to Coupons will, unless the context otherwise requires, be deemed to include a
      reference to Talons. Registered Notes and Global Notes do not have Coupons attached on issue.
      References to Coupons and Couponholders in these Conditions are not applicable to Notes which
      are not interest bearing Notes.

      Any reference herein to "Noteholders" will mean (in the case of Bearer Notes) the holders of the
      Notes and (in the case of Registered Notes) the persons in whose name the Notes are registered
      and, in relation to any Notes represented by a Global Note, will be construed as provided in
      Condition 3 (Form, Denomination and Title). Any reference herein to "Couponholders" will
      mean the holders of the Coupons and, unless the context otherwise requires, will include holders
      of the Talons.

      As used herein, "Series" means Notes (whether in global or definitive form or both) which are
      identical in all respects (including as to listing and admission to trading).

      The Noteholders and the Couponholders are entitled to the benefit of a Deed of Covenant (the
      "Deed of Covenant") dated February 18, 2002 and made by the Issuer. The original of the Deed
      of Covenant is held by the common depositary for Euroclear and Clearstream, Luxembourg.

      The holders of the Rule 144A Global Notes or any beneficial interest in the Rule 144A Global
      Notes or any prospective purchasers of the Rule 144A Global Notes designated by any holder or
      beneficial owner of the Rule 144A Global Notes are entitled to the benefit of a Deed Poll (the
      "Deed Poll") dated February 18, 2002 and made by the Issuer. The original of the Deed Poll is
      deposited with and held by the Registrar.

      Copies of the Agency Agreement, the Deed Poll and Deed of Covenant are available for
      inspection during normal business hours at the specified office at each of the Paying Agents.
      Copies of the applicable Contractual Terms of Issue are obtainable during normal business hours
      at the specified office of each of the Issuer and the Paying Agents save that, if this Note is neither
      admitted to trading on a regulated market in the European Economic Area nor offered in the
      European Economic Area in circumstances where a prospectus is required to be published under
      the Prospectus Directive, the applicable Contractual Terms of Issue will only be obtainable by a
      Noteholder holding one or more Notes and such Noteholder must produce evidence satisfactory
      to the Issuer and the relevant Paying Agent as to its holding of such Notes and identity. Copies of
      the Credit Derivatives Definitions are obtainable during normal business hours at the specified
      office of the relevant Paying Agent. The Noteholders and the Couponholders are deemed to have
      notice of, and are entitled to the benefit of, all the provisions of the Agency Agreement, the Deed
      of Covenant, the applicable Contractual Terms of Issue, the 2006 Definitions and the Credit
      Derivatives Definitions which are applicable to them. The statements in these Conditions include
      summaries of, and are subject to, the detailed provisions of the Agency Agreement, the 2006
      Definitions and the Credit Derivatives Definitions.

2.    DEFINITIONS AND INTERPRETATION

(a)   The Notes are subject to the terms and conditions of the Credit Derivatives Definitions, which are
      hereby incorporated by reference in these Conditions, subject to the amendments and provisions
      below. Accordingly, the Conditions of the Notes should be read in conjunction with the Credit
      Derivatives Definitions. In the event of a conflict between the Conditions of the Notes and the
      Credit Derivatives Definitions, the Conditions of the Notes will prevail. All references to Section
      numbers below are to such Sections in the Credit Derivatives Definitions.


                                                   47
For the purposes of these Conditions, the Credit Derivatives Definitions shall be deemed to be
amended as follows:

(i)      To the extent such references are applicable, and except as otherwise specified herein or
         in the applicable Contractual Terms of Issue, references in the Credit Derivatives
         Definitions to (i) "Buyer" shall mean "Issuer", (ii) "Seller" shall mean "the holders of the
         Notes from time to time", (iii) "Credit Derivative Transaction" shall mean "the Notes",
         (iv) "Confirmation" shall mean "the Information Memorandum and any applicable
         Contractual Terms of Issue", (v) "Scheduled Termination Date" shall mean "Scheduled
         Maturity Date", (vi) "Termination Date" shall mean "Maturity Date", (vii) a "party" or
         "parties" shall mean the "Issuer" or the "Noteholders", as applicable; (viii) "Cash
         Settlement Amount" shall mean "Final Redemption Amount", (xi) "Floating Rate Payer
         Calculation Amount" shall mean the "Principal Amount" and (xii) "Effective Date" shall
         mean "Trade Date".

(ii)     The phrases "after consultation with the parties" and "in consultation with the parties" are
         deleted wherever they appear in the Credit Derivatives Definitions.

(iii)    Any Credit Event Notice, Notice of Publicly Available Information, any other notice
         required to be delivered under the Credit Derivatives Definitions or an Extension Notice
         shall be effective when delivered by the Issuer to the Principal Paying Agent, which shall
         deliver the same through the relevant settlement system to holders of Notes, provided that
         the failure of the Principal Paying Agent to deliver any such notice shall not affect the
         effectiveness of any notice delivered by the Issuer and Section 1.10 shall be construed
         accordingly.

(iv)     Section 1.7 shall not apply.

(v)      Section 1.11 is amended by the deletion of the words "Termination Date" in the second to
         last line thereof and the replacement therefor with the words "final day of the Notice
         Delivery Period".

(vi)     Section 1.14 is amended by (a) adding the words "Except as otherwise expressly set forth
         herein or in the applicable Contractual Terms of Issue," at the beginning of the third last
         sentence thereof and (b) deleting the last sentence thereof and replacing it in its entirety
         with the following sentence: "Each Noteholder in respect of the relevant Series of Notes
         acknowledges and agrees that the Calculation Agent is not acting as a fiduciary for or an
         advisor to any person in respect of the Notes, and acts in all respects as an arm's length
         contractual counterparty."

(vii)    Sections 1.18, 1.19 and 1.20 shall not apply.

(viii)   Section 2.2(a) is amended (A) by deleting the words "for the entire Credit Derivative
         Transaction" from Section 2.2(a)(i) and (ii) and replacing them with the words "in respect
         of such Reference Entity"; and by deleting the words "for a New Credit Derivative
         Transaction" from Section 2.2(a)(iii) and (iv), and (B) by adding the following paragraph
         at the end thereof: "Where, pursuant to this Section, one Successor has been identified in
         respect of two or more Reference Entities (if more than one Reference Entity has been
         specified), the Reference Portfolio will be adjusted such that the Reference Entity
         Notional Amount of the Successor shall be equal to the sum of the Reference Entity


                                             48
        Notional Amounts of the Reference Entities that were subject of the applicable
        Succession Event".

(ix)    Section 2.2(d)(i) is amended by replacing "a Credit Derivative Transaction" with "a
        Reference Entity"; and the last line of Section 2.2(d) is amended by replacing "each
        relevant Credit Derivative Transaction" with "each relevant Reference Entity".

(x)     Section 2.2(e) of the Credit Derivatives Definitions is deleted and replaced in its entirety
        by the following: "Where, pursuant to Section 2.2(a), one or more Successors have been
        identified in respect of a Reference Entity that has been subject to the relevant Succession
        Event (the "Affected Entity"), (i) the Affected Entity will no longer be a Reference
        Entity for purposes of the Notes (unless it is a Successor as described in Section 2.2(e)(ii)
        below), (ii) each Successor will be deemed a Reference Entity for purposes of the Notes,
        (iii) the Reference Entity Notional Amount for each such Successor will equal the
        Reference Entity Notional Amount of the Affected Entity immediately prior to the
        application of Section 2.2 divided by the number of Successors and (iv) the Calculation
        Agent shall make any modifications to the terms of the Notes required to preserve the
        economic effects of the Notes prior to the Succession Event (considered in the
        aggregate)."

        Subject to the following paragraph, if a Successor is already a Reference Entity at the
        time Section 2.2 is applied (and is not itself the Affected Entity), the Reference Entity
        Notional Amount with respect to such Reference Entity shall be equal to the sum of (a)
        the Reference Entity Notional Amount in respect of the Reference Entity immediately
        prior to the application of Section 2.2 and (b) the Reference Entity Notional Amount in
        respect of such Reference Entity as a result of the application of Section 2.2(e)(iii) (as
        amended hereby).

        If a Successor is already a Reference Entity at the time Section 2.2 is applied and, as a
        result of the relevant Succession Event, such Reference Entity would have more than one
        Reference Obligation, (a) the immediately preceding paragraph shall not apply, (b) there
        shall be deemed to be a separate Reference Entity hereunder associated with each such
        Reference Obligation, (c) the Reference Entity Notional Amount of the Reference Entity
        that was already a Reference Entity immediately prior to the application of Section 2.2
        shall equal the Reference Entity Notional Amount in respect of such Reference Entity
        immediately prior to such application, (d) the Reference Entity Notional Amount of the
        Successor determined by application of Section 2.2 shall equal the amount determined by
        application of Section 2.2(e)(iii) (as amended hereby) and (e) the Conditions to
        Settlement may be satisfied, and settlement with respect thereto may occur, separately for
        each such Reference Entity.

(xi)    Sections 2.4 through 2.10 inclusive, 2.12 and 2.13 shall not apply.

(xii)   Section 2.19(b)(i)(A) shall be amended by the insertion of: (A) the words "of the relevant
        Reference Entity" immediately after the words "most senior Reference Obligation" in the
        second line thereof; (B) the words "with respect to such Reference Entity" immediately
        after the words "Reference Obligation is specified" in the third line thereof; and (C) the
        word "relevant" immediately before the words "Reference Entity" in the fifth line thereof.




                                            49
(xiii)   The following new paragraph shall be deemed to be added after the last paragraph of
         Section 2.20(b):

         "If an obligation would have been capable of being specified as a Deliverable Obligation
         immediately prior to a Credit Event in respect of a Reference Entity, such obligation (as
         in effect after such Credit Event) shall continue to be able to constitute a Deliverable
         Obligation after the occurrence of such Credit Event. If it is not possible or reasonably
         practicable to specify any Obligation as a Deliverable Obligation of the Reference Entity
         because there is or will be no Deliverable Obligation in existence at any time, the Issuer
         may, if applicable, designate by notice (which may be by telephone) to the Principal
         Paying Agent one or more bonds, loans, instruments, certificates or other obligations (an
         "Exchanged Obligation") which have been or will be issued in exchange, whether
         pursuant to a mandatory or voluntary exchange (an "Obligation Exchange"), for one or
         more bonds, loans, instruments, certificates or obligations of the Reference Entity that
         would have been capable of being specified as a Deliverable Obligation immediately
         prior to the occurrence of the relevant Credit Event of the Reference Entity, provided, that
         failure to deliver such notice shall not affect the effectiveness of such designation."

(xiv)    Section 2.31 shall not apply.

(xv)     Section 3.1 shall be amended by the deletion of the words "the parties shall perform their
         respective obligations in accordance with the applicable Settlement Method" and the
         replacement therefor with the words "the Issuer may redeem the Notes in accordance
         with the provisions of the Settlement Method and Condition 7(b) (including, without
         limitation, Article VII (in the case of Cash Settled Notes), Article VIII (in the case of
         Physically Settled Notes) and such other Conditions and Sections of the Credit
         Derivatives Definitions as are relevant to such redemption)".

(xvi)    Section 3.4 shall be amended by the deletion of: (a) the words ", but each such notice
         must be effective on or prior to the Physical Settlement Date (determined without
         reference to such change)" starting in the eleventh line thereof; (b) the final sentence of
         the first paragraph thereof; and (c) the second paragraph thereof.

(xvii)   The definition of Public Sources in Section 3.7 is amended to include, in addition to those
         other public sources identified in such Section, such other published or electronically
         displayed news or other information sources referenced in any Notice of Publicly
         Available Information.

(xviii) Section 4.6(b) shall be amended by the deletion of the words "Termination Date" at the
        beginning of the last line thereof and the replacement therefor with the words "final day
        of the Notice Delivery Period".

(xix)    Article V shall not apply.

(xx)     Section 6.1 shall not apply.

(xxi)    Section 7.1, the last sentence of Section 7.2, and Section 7.3 shall not apply.

(xxii)   The second sentence of Section 7.4 is deleted in its entirety and replaced with the
         following: "The Calculation Agent shall, as soon as reasonably practicable after 50


                                              50
        obtaining all Quotations for a Valuation Date, notify the Principal Paying Agent in
        writing of each such Quotation (together with a written computation showing such
        calculation) that it receives in connection with the calculation of the Final Price. The
        Principal Paying Agent shall deliver such notice through the relevant settlement system to
        holders of Notes, provided that the failure of the Principal Paying Agent to deliver any
        such notice shall not affect the effectiveness of any notice delivered by the Calculation
        Agent."

(xxiii) Section 7.7 is deleted in its entirety and replaced with the following: ""Quotation" means
        each Full Quotation and the Weighted Average Quotation obtained and expressed as a
        percentage with respect to a Valuation Date in the manner that follows:

        The Calculation Agent shall attempt to obtain Full Quotations with respect to the
        Valuation Date from five or more Dealers. If the Calculation Agent is able to obtain two
        or more such Full Quotations from Dealers other than the Issuer in respect of such
        Valuation Date, then the Calculation Agent shall use such Full Quotations to determine
        the Final Price in accordance with the specified Valuation Method. If the Calculation
        Agent is unable to obtain two or more such Full Quotations in respect of such Valuation
        Date but is able to obtain a Weighted Average Quotation in respect of such Valuation Date,
        then the Calculation Agent shall use such Weighted Average Quotation to determine the
        Final Price in accordance with the specified Valuation Method.

        If the Calculation Agent is unable to obtain two or more such Full Quotations or such a
        Weighted Average Quotation in respect of such Valuation Date, then on the next
        following Business Day (and, if necessary, on each Business Day thereafter until and
        including the fifth Business Day) the Calculation Agent shall attempt to obtain two or
        more such Full Quotations from Dealers other than the Issuer and, if two or more such
        Full Quotations are not available from Dealers other than the Issuer on such Business Day,
        a Weighted Average Quotation on such Business Day. If the Calculation Agent is able to
        obtain two or more such Full Quotations in respect of any such Business Day from
        Dealers other than the Issuer, then the Calculation Agent shall use such Full Quotations to
        determine the Final Price in accordance with the specified Valuation Method. If the
        Calculation Agent is unable to obtain two or more such Full Quotations in respect of any
        such Business Day but is able to obtain a Weighted Average Quotation in respect of any
        such Business Day, then the Calculation Agent shall use such Weighted Average
        Quotation to determine the Final Price in accordance with the specified Valuation Method.

        If the Calculation Agent is unable to obtain two or more such Full Quotations or such a
        Weighted Average Quotation from Dealers other than the Issuer on or prior to the fifth
        Business Day following the relevant Valuation Date, then the Calculation Agent shall use
        the Full Quotation, if any, obtained from the Issuer on such fifth Business Day to
        determine the Final Price in accordance with the specified Valuation Method.

        If the Calculation Agent is unable to obtain a Full Quotation from the Issuer on such fifth
        Business Day following the relevant Valuation Date, then the Quotation shall be deemed
        to be zero.

        Any quotation provided by the Issuer or an Affiliate thereof shall be deemed to be a firm
        quotation.



                                            51
        The Calculation Agent shall determine, based on then current market practice in respect
        of the Reference Obligation, whether such Quotations shall include or exclude accrued
        but unpaid interest. All Quotations shall be obtained in accordance with this specification
        or determination.

        If any Quotation obtained with respect to an Accreting Obligation is expressed as a
        percentage of the amount payable in respect of such obligation at maturity, such
        Quotation will instead be expressed as a percentage of the outstanding principal balance
        for purposes of determining the Final Price."

(xxiv) Section 7.14 is deleted in its entirety and replaced with the following: ""Valuation Time"
       means the time specified as such in the applicable Contractual Terms of Issue or, if no
       time is so specified, the time specified by the Calculation Agent, which shall be as close
       as reasonably practicable to 11:00 a.m. in the relevant Calculation Agent City, unless the
       Calculation Agent determines that the principal market for transactions in the Reference
       Obligation would be closed at such time or such transactions are not being conducted in
       sufficient volume (as determined by the Calculation Agent in its sole and absolute
       discretion) at such time, in which event the Valuation Time shall be such other time as
       may be specified by the Calculation Agent that such principal market is open."

(xxv)   Section 7.15 is deleted in its entirety and replaced with the following: ""Dealer" means,
        as selected by the Calculation Agent, at least five financial institutions, funds or other
        entities that purchase or deal in obligations of the type of the relevant Reference
        Obligation, Obligation or Undeliverable Obligation one of which institutions, funds or
        other entities may be the Issuer or an Affiliate thereof."

(xxvi) Section 8.1, the last sentence of Section 8.4, and Sections 8.5, 8.11, 9.2(c)(i), (iii), (iv), (v)
       and (vi), 9.9 and 9.10(b) shall not apply.

(xxvii) The third and fourth sentence of Section 9.2(c)(ii) are deleted in their entirety.

(xxviii) Section 9.3 shall be amended by (a) the insertion of the words ", impracticable (including
         if unduly burdensome)" between the words "impossible" and "or" in the second and third
         lines thereof, (b) by the insertion of the words ", impracticability" between the words
         "impossibility" and "or" in the thirteenth and twentieth line thereof., (c) the deletion of
         the words "and Seller shall make a payment of that portion of the Physical Settlement
         Amount that corresponds to the amount of Deliverable Obligations that are Delivered in
         accordance with market practice applicable to the Deliverable Obligations on the
         Delivery Date" at the end of the first sentence thereof, and (d) the deletion of the second
         sentence thereof.

(xxix) Section 9.8(a) shall be amended by the deletion of such section and its replacement with
       the following new Section 9.8(a): "If Cash Settlement is deemed to apply pursuant to
       Sections 9.3, 9.4, 9.5 or 9.6 of the Credit Derivatives Definitions, the portion of the
       Deliverable Obligations Portfolio corresponding to the applicable Undeliverable
       Obligation, Undeliverable Loan Obligation, Undeliverable Participation or Unassignable
       Obligation (each an "Undeliverable Deliverable Obligation") shall not consist of such
       Undeliverable Deliverable Obligation, but shall consist of an amount equal to the
       outstanding principal balance (or, the equivalent Currency Amount thereof) of such
       Undeliverable Deliverable Obligation multiplied by the Final Price with respect to such


                                              52
              Undeliverable Deliverable Obligation. For the purposes of Section 9.8(a), "Final Price"
              shall mean the highest firm bid price (expressed as a percentage of par and excluding any
              accrued and unpaid interest) solicited by the Calculation Agent from five or more Dealers
              at the Valuation Time (as per Section 9.8(i)) on the Valuation Date (as per Section 9.8(d))
              for the purchase of the applicable Undeliverable Deliverable Obligation in a quantity
              equal to the applicable outstanding principal balance or Due and Payable Amount which
              was not, or could not be, Delivered, provided, if no such firm bids are provided in respect
              of any such Undeliverable Deliverable Obligation at such time on such date, the firm bid
              price will be zero. Any quotation provided by the Issuer or an Affiliate thereof shall be
              deemed to be a firm quotation".

      (xxx)   Section 9.8(b) is amended to delete the phrase ", which date shall also be the Termination
              Date" at the end thereof and Section 9.8(c) is amended to delete the phrase "and
              "Reference Price" is deemed to be one hundred percent".

      (xxxi) Sections 9.8(c), (e), (f), (g), (j), (k), (l) and (m) shall not apply.

      (xxxii) Section 9.8(i) is deleted in its entirety and replaced with the following: ""Valuation Time"
              is the time specified as such in the applicable Contractual Terms of Issue or if no time is
              so specified, the time specified by the Calculation Agent, which shall be as close as
              reasonably practicable to 11:00 a.m. in the relevant Calculation Agent City, unless the
              Calculation Agent determines that the principal market for transactions in the
              Undeliverable Deliverable Obligation would be closed at such time or such transactions
              are not being conducted in sufficient volume (as determined by the Calculation Agent in
              its sole and absolute discretion) at such time, in which event the Valuation Time shall be
              such other time as may be specified by the Calculation Agent that such principal market
              is open."

      (xxxiii) Article X shall not apply.

(b)   In the Conditions, the following terms will have the following meanings, unless the context
      otherwise requires. The specification of one or more Conditions in respect of a definition or other
      Condition is illustrative and not exclusive, and such definition or other Condition will be subject
      to all applicable Conditions, whether or not specified in such definition or other Condition. Any
      capitalised term used in the Conditions which is not defined herein, unless the context
      otherwise requires, will bear the meaning given to it in the applicable Contractual Terms of
      Issue, and if not otherwise defined therein then the Credit Derivatives Definitions, and if not
      defined therein then the 2006 Definitions.

      "2006 Definitions" means the 2006 ISDA Definitions as amended and supplemented to, and
      including, the date of the Information Memorandum, published by the International Swaps and
      Derivatives Association, Inc. ("ISDA"), in effect as of the date of this Information Memorandum.

      "Affiliate" means a Subsidiary or a Holding Company of a person or any other Subsidiary of that
      Holding Company.

      "Agency Agreement means the amended and restated agency agreement dated December 12,
      2007 (as amended and/or supplemented and/or restated from time to time) made between the
      Issuer, the Calculation Agent, the Registrar, the Transfer Agent and the Paying Agents.



                                                     53
"Agent" means each of the Paying Agents, the Transfer Agent, the Registrar, the Calculation
Agent and any Settlement Agent.

"Asset Transfer Notice" means a notice issued by a Noteholder and delivered to the Issuer as
described in Condition 8(b) (Asset Transfer Notice).

"Calculation Agent" means Barclays Bank PLC (unless another entity is specified in the
applicable Contractual Terms of Issue as having been appointed as calculation agent in respect of
a Series of Notes under the Agency Agreement, in which case the Calculation Agent will be such
other entity). Unless stated otherwise in these Conditions or in the applicable Contractual Terms
of Issue, calculations or determinations required to be made by the Calculation Agent in respect
of the Notes shall be calculated or determined by the Calculation Agent in its sole and absolute
discretion, effective as of such determination, and shall be conclusive absent manifest error.

"Cash Settled Notes" means either:

(i)     Notes in respect of which the Settlement Method is specified as Cash Settlement in the
        applicable Contractual Terms of Issue; or

(ii)    Notes in respect of which the Issuer Settlement Option has been designated as applicable
        and in respect of which the Settlement Method has been selected by the Issuer upon the
        occurrence of an Event Determination Date to be Cash Settlement.

"Clearstream, Luxembourg" means Clearstream Banking, Société Anonyme (or any successor).

"Costs" means, in respect of each Note, an amount determined by the Calculation Agent equal to
the aggregate Currency Amount of: (a) Taxes; (b) Delivery Expenses; and (c) Swap Costs.

"Credit Derivatives Definitions" means the 2003 ISDA Credit Derivatives Definitions as
supplemented by the May 2003 Supplement to the 2003 ISDA Credit Derivatives Definitions (the
"Guarantee Supplement") and, where specified in the applicable Contractual Terms of Issue as
being applicable, the "Additional Provisions for Physically Settled Default Swaps – Monoline
Insurer as Reference Entity", published on January 21, 2005 (the "Monoline Supplement"), each
published by ISDA, in effect as of the date of this Information Memorandum.

"Credit Event Redemption Notice" means an irrevocable notice from the Issuer to the
Noteholders as described in Condition 7(d) (Credit Event Redemption Notice).

"Day Count Fraction" means in respect of the calculation of an amount of interest for any
Interest Period:

(a)     if "Actual/365" or "Actual/Actual" is specified in the applicable Contractual Terms of
        Issue, the actual number of days in the Interest Period divided by 365 (or, if any portion
        of that Interest Period falls in a leap year, the sum of (i) the actual number of days in that
        portion of the Interest Period falling in a leap year divided by 366 and (ii) the actual
        number of days in that portion of the Interest Period falling in a non-leap year divided by
        365);

(b)     if "Actual/365 (Fixed)" is specified in the applicable Contractual Terms of Issue, the
        actual number of days in the Interest Period divided by 365;



                                             54
(c)     if "Actual/360", "Act/360" or "A/360" is specified in the applicable Contractual Terms of
        Issue, the actual number of days in the Interest Period divided by 360;

(d)     if "30/360", "360/360" or "Bond Basis" is specified in the applicable Contractual Terms
        of Issue, the number of days in the Interest Period divided by 360 (the number of days to
        be calculated on the basis of a year of 360 days with 12 30-day months (unless (a) the last
        day of the Interest Period is the 31st day of a month but the first day of the Interest Period
        is a day other than the 30th or 31st day of a month, in which case the month that includes
        that last day will not be considered to be shortened to a 30-day month, or (b) the last day
        of the Interest Period is the last day of the month of February, in which case the month of
        February will not be considered to be lengthened to a 30-day month));

(e)     if "30E/360" or "Eurobond Basis" is specified in the applicable Contractual Terms of
        Issue, the number of days in the Interest Period divided by 360 (the number of days to be
        calculated on the basis of a year of 360 days with 12 30-day months, without regard to
        the date of the first day or last day of the Interest Period unless, in the case of an Interest
        Period ending on the Scheduled Maturity Date, the Scheduled Maturity Date is the last
        day of the month of February, in which case the month of February will not be considered
        to be lengthened to a 30-day month); and

(f)     if any other Day Count Fraction is specified in the applicable Contractual Terms of Issue,
        such other Day Count Fraction as more fully explained in the applicable Contractual
        Terms of Issue.

"Deferred Maturity Date" means, if an Extension Notice is effective and no Event
Determination Date occurs on or prior to the Extension Date, the date falling five Business Days
after the Extension Date or, if an Extension Notice is effective and an Event Determination Date
occurs on or prior to the Extension Date, in respect of Cash Settled Notes, the Cash Settlement
Date, or, in respect of Physically Settled Notes, the Final Delivery Date.

"Definitive IAI Registered Note" means a Registered Note in definitive form to be sold to an
Institutional Accredited Investor and registered in the name of such Institutional Accredited
Investor.

"definitive Note" means definitive Bearer Notes and/or, as the context may require, definitive
Registered Notes.

"definitive Registered Note" means a definitive Note in registered form.

"Deliverable Obligations Portfolio" means, in respect of each Physically Settled Note, subject to
Condition 8(a) (Delivery of Deliverable Obligations on shortfall), such Deliverable Obligations
as may be selected by the Issuer with: (a) an outstanding principal balance, in respect of
Deliverable Obligations that are Borrowed Money obligations or (b) Due and Payable Amount, in
respect of Deliverable Obligations that are not Borrowed Money obligations (or in either case, the
equivalent Currency Amount thereof), in an aggregate amount (excluding any accrued and unpaid
interest) equal to (i) the Relevant Proportion of the Outstanding Principal Amount as of the
relevant Event Determination Date less (ii) (if, at the option of the Issuer, Costs are to be
deducted rather than separately paid by each such Noteholder) an outstanding principal balance or
Due and Payable Amount, as the case may be, of such Deliverable Obligations with a market
value as determined by the Calculation Agent equal to Costs. If the amount of the Deliverable


                                             55
Obligations Portfolio is less than zero, no Deliverable Obligations will be required to be
Delivered and the amount of the Deliverable Obligations Portfolio will be deemed to be zero. If
an obligation by its terms represents or contemplates an obligation to pay an amount greater than
the outstanding principal balance of such obligation as of the Delivery Date as a result of the
occurrence or non-occurrence of an event or circumstance, the outstanding principal balance of
such obligation shall not include any additional amount that would be payable upon the
occurrence or non-occurrence of such event or circumstance.

"Delivery Expenses" means in respect of each Note, the Relevant Proportion of all costs, charges,
expenses, duties of whatever nature incurred by the Issuer, its Affiliates and the Agents in
connection with the Delivery of the Deliverable Obligations Portfolio (including, without
limitation, the costs of compliance with, or an exemption from, applicable securities and other
laws, whether or not a Redemption Failure Event has occurred or Condition 8(c), (d), (e) or (f)
applies, prior to the Final Delivery Date), and/or calculation or Delivery of any Final Redemption
Amount or, without limitation, otherwise incurred or expected to be incurred as a result of the
occurrence of one or more Credit Events giving rise to the Event Determination Date which the
Issuer has attributed to each such Note.

"Delivery Method" has the meaning specified in the applicable Contractual Terms of Issue, or, if
no such meaning is specified, shall mean, unless otherwise agreed between a Noteholder and the
Issuer, that delivery to such Noteholder shall be to a securities account designated by such
Noteholder in the Asset Transfer Notice.

"Designated Maturity" has the meaning provided in the 2006 Definitions, unless otherwise
specified in the applicable Contractual Terms of Issue.

"Distribution Compliance Period" means the period that ends 40 days after the completion of
the distribution of each Series of Notes, as determined in accordance with Clause 4(c) of the
Agency Agreement (Determination of Exchange Date, Issue of Permanent Bearer Global Notes
and Determination of Distribution Compliance Period).

"DTC" means The Depository Trust Company (or any successor).

"EC Treaty" means the Treaty establishing the European Community (signed in Rome on March
25, 1957), as amended by the Treaty on European Union (signed in Maastricht on February 7,
1992) and as amended by the Treaty of Amsterdam (signed in Amsterdam on October 2, 1997)
and such other amendments as may be made thereto from time to time.

"Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear system (or any
successor).

"Extended Interest Period" means the period, if any, from and including the Scheduled Maturity
Date to but excluding the Deferred Maturity Date.

"Extension Date" means the last applicable day specified in the definition of Notice Delivery
Period in respect of each Reference Entity specified in an Extension Notice.

"Extension Notice" means an irrevocable notice (which may be by telephone) from the Issuer to
the Principal Paying Agent which is effective on or prior to the Scheduled Maturity Date that
specifies an Extension Date and one or more Reference Entities which the Issuer determines, in


                                           56
its sole and absolute discretion, is or may be subject of a Credit Event, Potential Failure to Pay or
a Potential Repudiation/Moratorium.

"Final Delivery Date" means, in respect of a Physical Settlement Date, the final Delivery Date to
occur with respect to Deliverable Obligations comprised in the Deliverable Obligations Portfolio
pertaining to such Physical Settlement Date.

"Final Redemption Amount" means, unless otherwise specified in the applicable Contractual
Terms of Issue, in respect of each Note (a) if no Event Determination Date has occurred on or
prior to the earlier of (i) the Maturity Date and (ii) the final day of the Notice Delivery Period, the
Relevant Proportion of the Outstanding Principal Amount as of the date of such redemption and
(b) if sub-paragraph (a) does not apply and Cash Settlement is specified in the applicable
Contractual Terms of Issue, an amount equal to the Relevant Proportion of the Outstanding
Principal Amount as of the Cash Settlement Date multiplied by the Final Price minus Costs.

"Final Stub" has the meaning specified in the applicable Contractual Terms of Issue.

"Fixed Rate" has the meaning specified in the applicable Contractual Terms of Issue.

"Fixed Rate Note" means a Note with a Fixed Rate Interest Basis specified in the applicable
Contractual Terms of Issue.

"Floating Rate" means, in respect of an Interest Period, the rate of interest (expressed as a
decimal) with respect to the Reset Date for such Interest Period calculated by the Calculation
Agent on the basis of the Floating Rate Option of Designated Maturity plus or minus the Spread.

"Floating Rate Note" means a Note with a Floating Rate Interest Basis specified in the
applicable Contractual Terms of Issue.

"Floating Rate Option" has the meaning provided in the 2006 Definitions, unless otherwise
specified in the applicable Contractual Terms of Issue.

"Holding Company", in relation to a person, means an entity of which that person is a Subsidiary.

"IAI Investment Letter" means an investment letter from a purchaser or transferee of a
Definitive IAI Registered Note substantially in the form set out in the Agency Agreement.

"Initial Stub" has the meaning specified in the applicable Contractual Terms of Issue.

"Institutional Accredited Investors" means "accredited investors" (as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act) that are institutions.

"Interest Basis" has the meaning specified in the applicable Contractual Terms of Issue.

"Interest Commencement Date" means, in the case of interest-bearing Notes, unless otherwise
specified in the applicable Contractual Terms of Issue, the Issue Date in respect of such Notes.

"Interest Expiration Date" means the earlier to occur of the day prior to (i) the Scheduled
Maturity Date and (ii) the Interest Payment Date (or Issue Date where no Interest Payment Date
has occurred) occurring on or immediately preceding the Event Determination Date.



                                             57
"Interest Payment Date" has the meaning specified in the applicable Contractual Terms of Issue.

"Interest Period" means, unless otherwise specified in the applicable Contractual Terms of Issue,
the period from (and including) the Interest Commencement Date to (but excluding) the first
Interest Payment Date and each successive period from (and including) an Interest Payment Date
to (but excluding) the next succeeding Interest Payment Date; provided that the final Interest
Period shall end on, and include, the Interest Expiration Date.

"Irish Paying Agent" means AIB/BNY Fund Management (Ireland) Limited (unless another
entity is specified in the applicable Contractual Terms of Issue as having been appointed as Irish
paying agent in respect of a Series of Notes under the Agency Agreement, in which case the Irish
Paying Agent will be such other entity).

"Irish Stock Exchange" means The Irish Stock Exchange Limited.

"Issue Date" has the meaning specified in the applicable Contractual Terms of Issue.

"Issue Price" has the meaning specified in the applicable Contractual Terms of Issue.

"Issuer Settlement Option" means, if specified in the applicable Contractual Terms of Issue, the
option, exercisable by the Issuer in its sole discretion, for the Issuer to redeem the Notes by way
of Cash Settlement or Physical Settlement upon the occurrence of an Event Determination Date.

"Legended Notes" means Registered Notes in definitive form that are issued to Institutional
Accredited Investors and Registered Notes (whether in definitive form or represented by a
Registered Global Note) sold in private transactions to QIBs in accordance with the requirements
of Rule 144A.

"Linear Interpolation" means, if specified in the applicable Contractual Terms of Issue, the
determination by the Calculation Agent of the Rate of Interest for each specified Interest Period
through the use of straight-line interpolation by reference to two rates based on the relevant
Floating Rate Option, one of which shall be determined as if the Designated Maturity were the
period of time for which rates are readily available next shorter than the length of the Interest
Period and the other of which shall be determined as if the Designated Maturity were the period
of time for which rates are readily available next longer than the length of the Interest Period.

"Maturity Date" means the Scheduled Maturity Date, provided that (a) if an Event
Determination Date occurs during the Notice Delivery Period, the Maturity Date will (subject as
provided herein or in the applicable Contractual Terms of Issue) be the Final Delivery Date (in
respect of Physically Settled Notes) or the Cash Settlement Date (in respect of Cash Settled Notes)
and (b) if an Extension Notice is effective, the Maturity Date will be the Deferred Maturity Date.

"Note Currency" has the meaning specified in the applicable Contractual Terms of Issue.

"Note Denomination" has the meaning specified in the applicable Contractual Terms of Issue.

"Official List" means the official list of the Irish Stock Exchange.

"Other Notes" means any Notes which are not Fixed Rate Notes, Floating Rate Notes or Zero
Coupon Notes.



                                             58
"Outstanding Principal Amount" means, in respect of a Series of Notes, the aggregate principal
of all Notes of such Series of Notes outstanding at any specified time.

"Paying Agent" means the Principal Paying Agent, the Irish Paying Agent, the Registrar, the
Transfer Agent and any agent appointed as paying agent in respect of any Series of Notes
pursuant to the terms of the Agency Agreement.

"Physically Settled Notes" means either:

(i)     Notes in respect of which the Settlement Method is specified as Physical Settlement and
        in respect of which settlement occurs by way of Delivery of the Deliverable Obligations
        Portfolio; or

(ii)    Notes in respect of which the Issuer Settlement Option has been designated as applicable
        and in respect of which the Settlement Method has been selected by the Issuer upon the
        occurrence of an Event Determination Date to be Physical Settlement.

"Principal Amount" has the meaning specified in the applicable Contractual Terms of Issue.

"Principal Paying Agent" means The Bank of New York or any successor principal paying agent
appointed under the Agency Agreement.

"Programme" means the U.S.$20,000,000,000 Credit Linked Note Programme of Barclays Bank
PLC established pursuant to the Agency Agreement.

"Programme Agreement" means the amended and restated programme agreement dated
December 7, 2005, as supplemented by a supplemental programme agreement dated December
11, 2006 and by a second supplemental programme agreement dated December 12, 2007 and as
further amended and/or supplemented and/or restated from time to time made between the Issuer
and Barclays Bank PLC as programme dealer and arranger.

"QIB" means a "qualified institutional buyer" within the meaning of Rule 144A.

"Rate of Interest" means the Fixed Rate, the Floating Rate and/or such other rate of interest in
respect of the Notes, as specified in, or calculated in accordance with the provisions of, the
applicable Contractual Terms of Issue.

"Record Date" has the meaning given to it in Condition 6(d) (Payments in respect of Registered
Notes).

"Redemption Failure Event" means, in each case as determined by the Calculation Agent in its
sole discretion, (a) it is impossible or illegal for the Issuer to pay (due to an event beyond the
control of the Issuer), or for a Noteholder to accept payment of (due to an event beyond the
control of such Noteholder), any cash amount (including, without limitation, the Final
Redemption Amount in respect of each Note) required to be paid on the date scheduled for such
payment, (b) the failure of a Noteholder to surrender a Note for cancellation on or before the
Maturity Date, first Delivery Date in respect of the applicable Physical Settlement Date or Cash
Settlement Date, as the case may be, or (c) the failure of any relevant person to duly execute,
deliver and/or accept a transfer certificate or other transfer document on or before any Delivery
Date and/or specify a date for transfer of the relevant Deliverable Obligation that is on or before



                                            59
any Delivery Date, in each case in accordance with the terms of the relevant Deliverable
Obligation.

"Reference Entity Notional Amount" means the amount specified as such in the applicable
Contractual Terms of Issue in respect of each Reference Entity.

"Reference Portfolio" means the Reference Entity and Reference Obligation or the portfolio of
Reference Entities and Reference Obligations, as the case may be, specified in the applicable
Contractual Terms of Issue, as the same may be amended from time to time in accordance with
the provisions of the Conditions and the Credit Derivatives Definitions;

"Registrar" means The Bank of New York or any successor registrar appointed under the Agency
Agreement.

"Regulation S" means Regulation S under the Securities Act.

"Regulation S Global Note" means a Registered Global Note representing Notes sold outside the
United States in reliance on Regulation S.

"Relevant Date" means the date on which payment first becomes due and payable, except that, if
the full amount of such payment has not been duly received by the Principal Paying Agent on or
prior to such due date, "Relevant Date" will be the date on which, the full amount of such
payment having been so received, notice to that effect has been duly given to the Noteholders in
accordance with Condition 16 (Notices).

"Relevant Proportion" means, in respect of a Note and a specified date, an amount equal to the
principal amount outstanding of such Note as of such time as a proportion of the Outstanding
Principal Amount as of such time.

"Reset Date" has the meaning provided in the 2006 Definitions, unless otherwise specified in the
applicable Contractual Terms of Issue.

"Reuters Page" means the display page on the Reuters Money 3000 Service (or such other page
as may replace that page on that service for the purpose of displaying rates or prices comparable
to the Floating Rate Option specified in the applicable Contractual Terms of Issue).

"Rule 144A" means Rule 144A under the Securities Act.

"Rule 144A Global Note" means a Registered Global Note representing Notes sold in the United
States or to QIBs.

"Scheduled Maturity Date" means the date specified as such in the applicable Contractual
Terms of Issue.

"Securities Act" means the United States Securities Act of 1933, as amended.

"Settlement Agent" has the meaning given to it in Clause 2(a)(x) (Appointment of Agents) of the
Agency Agreement.

"Settlement Method" means:



                                           60
      (a)     the terms relating to the settlement of Cash Settled Notes, as provided in the Conditions
              in respect of such Notes, the applicable Contractual Terms of Issue and Article VII of the
              Credit Derivative Definitions; and

      (b)     the terms relating to the settlement of Physically Settled Notes, as provided in the
              Conditions in respect of such Notes, the applicable Contractual Terms of Issue and
              Article VIII of the Credit Derivative Definitions and to the extent applicable, Sections 9.3,
              9.4, 9.5 and 9.6 thereof.

      "Spread" means a per annum rate, if any, expressed as a percentage as specified in the applicable
      Contractual Terms of Issue.

      "Stabilising Manager" means the stabilising manager (if any) specified in the applicable
      Contractual Terms of Issue.

      "Subsidiary" means an entity from time to time of which a person has direct or indirect control
      or owns directly or indirectly more than fifty per cent. (50%) of the share capital or similar right
      of ownership; "control" for this purpose means the power to direct the management and the
      policies of the entity, whether through ownership of share capital, contract or otherwise.

      "sub-unit" means with respect to any currency other than euro, the lowest amount of such
      currency that is available as legal tender in the country of such currency and, with respect to euro,
      means one cent.

      "Swap Costs" means in respect of each Note, the Relevant Proportion of an amount determined
      by the Calculation Agent equal to any loss or costs incurred by the Issuer as a result of its
      terminating, liquidating, obtaining or re-establishing any hedge, term deposit, related trading
      position or funding arrangement entered into by it (including with its internal treasury function).

      "Taxes" means in respect of each Note, as determined by the Calculation Agent, the Relevant
      Proportion of an amount of any applicable depository charges, transaction or excise charges,
      stamp duty, stamp duty reserve tax and/or other taxes or duties incurred by the Issuer and/or its
      Affiliates in connection with the disposal, Delivery and/or transfer of the Deliverable Obligations.

      "Transfer Agent" means The Bank of New York (unless another entity is specified as having
      been appointed as transfer agent in respect of a Series of Notes under the Agency Agreement, in
      which case the Transfer Agent will be such other entity).

      "Transfer Certificate" has the meaning given to it in Condition 10(d) (Transfers of interests in
      Regulation S Global Notes).

      "United States" and "U.S." means the United States of America.

      "Verification" has the meaning given to it in Condition 8(b) (Asset Transfer Notice).

      "Zero Coupon Note" means a Note on which no interest is payable.

(c)   Words and expressions defined in the Agency Agreement or used in the applicable Contractual
      Terms of Issue will have the same meanings where used in the Conditions unless the context
      otherwise requires or unless otherwise stated. In the event of inconsistency between the Agency



                                                   61
      Agreement and the applicable Contractual Terms of Issue or the Conditions and the applicable
      Contractual Terms of Issue, the applicable Contractual Terms of Issue will prevail.

(d)   References to any agreement will include such agreement as amended and/or supplemented
      and/or restated from time to time.

(e)   References to DTC, Euroclear and/or Clearstream, Luxembourg will, whenever the context so
      permits, be deemed to include a reference to any additional or alternative clearing system
      approved by the Issuer, the Principal Paying Agent and, as applicable, the Registrar, in respect of
      the relevant Notes, or any successor clearing system.

(f)   Any reference in the Conditions to principal in respect of a Note will be deemed to include, as
      applicable, the Final Redemption Amount, the Deliverable Obligations Portfolio and any
      premium and any other amounts (except interest) which may be payable by the Issuer under or in
      respect of such Note.

(g)   Except in Condition 6(b) (Presentation of definitive Bearer Notes and Coupons), any reference in
      the Conditions to Settlement of any sums in respect of the Notes will be deemed to include, as
      applicable, Delivery of Deliverable Obligations if so provided herein and references to paid and
      payable will be construed accordingly.

(h)   Except as otherwise set forth in the applicable Contractual Terms of Issue any determination,
      discretion or calculation of the Issuer or the Calculation Agent as may be specified in these
      Conditions will be made in the sole and absolute discretion of the Issuer or the Calculation Agent,
      as applicable, and neither assume any obligation to, or relationship of agency or trust with, any
      Noteholders or Couponholders or any other person. Furthermore, each Noteholder and
      Couponholder agrees that neither the Issuer nor the Calculation Agent is acting as fiduciary for or
      as an advisor to such Noteholder and Couponholder in respect of its duties as Issuer or
      Calculation Agent. In making any such determination or calculation or exercising any such
      discretion, neither the Issuer nor Calculation Agent shall be required to take into account any
      person's interest other than its own.

(i)   References to a person, unless the contrary intention appears, will include its successors and
      permitted assigns.

(j)   References to any statute or provision of any statute will be deemed also to refer to any statutory
      modification or re-enactment thereof or any statutory instrument, order or regulation made
      thereunder or under any such modification or re-enactment.

3.    FORM, DENOMINATION AND TITLE

(a)   Form and Denomination

      The Notes are Bearer Notes or Registered Notes as specified in the applicable Contractual Terms
      of Issue and, in the case of definitive Notes, serially numbered, in the Note Currency and the Note
      Denomination. Notes of one Note Denomination may not be exchanged for Notes of another Note
      Denomination and Bearer Notes may not be exchanged for Registered Notes and vice versa.




                                                  62
      Each Note is a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Other Note or a
      combination of any of the foregoing, depending upon the Interest Basis shown in the applicable
      Contractual Terms of Issue.

      The Notes are either Cash Settled Notes or Physically Settled Notes, depending upon the
      Settlement Method shown in the applicable Contractual Terms of Issue.

      Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes, in
      which case references to Coupons and Couponholders in the Conditions are not applicable.

(b)   Title

      (i)     Bearer Notes and Registered Notes

              Subject as set out below, title to Bearer Notes and Coupons will pass by delivery and title
              to Registered Notes will pass upon registration of transfers in accordance with the
              provisions of the Agency Agreement. The Issuer and each Paying Agent will (except as
              otherwise required by law) deem and treat the bearer of any Bearer Note or Coupon and
              the registered holder of any Registered Note as the absolute owner thereof (whether or
              not overdue and notwithstanding any notice of ownership or writing thereon or notice of
              any previous loss or theft thereof) for all purposes but, in the case of any Global Note,
              without prejudice to the provisions set out in the next succeeding paragraph.

      (ii)    Global Notes

              For so long as any of the Notes are represented by a Global Note which, in the case of a
              Temporary Bearer Global Note, Permanent Bearer Global Note or Regulation S Global
              Note, is held on behalf of Euroclear and/or Clearstream, Luxembourg, each person (other
              than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the
              records of Euroclear or of Clearstream, Luxembourg as the holder of a particular
              principal amount of such Notes (in which regard any certificate or other document issued
              by Euroclear or Clearstream, Luxembourg as to the principal amount of Notes standing to
              the account of any person will be conclusive and binding for all purposes save in the case
              of manifest error) will be treated by the Issuer and each Agent as the holder of such Notes
              for all purposes (including, for the avoidance of doubt, determinations in relation to a
              Redemption Failure Event or for the purposes of any determination under Article IX of
              the Credit Derivatives Definitions) other than with respect to the payment of principal or
              interest on the Notes, for which purpose the bearer of the relevant Temporary Bearer
              Global Note or Permanent Bearer Global Note or the registered holder, in the case of the
              relevant Regulation S Global Note, will be treated as the holder of such Notes in
              accordance with and subject to the terms of the relevant Global Note. For so long as any
              of the Notes are represented by a Registered Global Note and DTC or its nominee is the
              registered holder of such Global Note, DTC or such nominee, as the case may be, will be
              considered the holder of such Notes for all purposes except to the extent that, in
              accordance with DTC's published rules and procedures, any ownership rights may be
              exercised by its Direct and Indirect Participants (as each such term is defined in the
              section entitled "Book-Entry Clearing Systems" in the Information Memorandum) or
              beneficial owners through its Direct and Indirect Participants. The expressions
              "Noteholder" and "holder of Notes" and related expressions will be construed
              accordingly.


                                                  63
             Notes which are represented by a Global Note will be transferable only in accordance
             with the rules and procedures for the time being of Euroclear, Clearstream, Luxembourg
             or DTC, as the case may be, and the Conditions.

4.   STATUS OF THE NOTES

     The Notes and any relative Coupons are direct, unsubordinated and unsecured obligations of the
     Issuer and rank pari passu among themselves and (save for certain obligations required to be
     preferred by law) equally with all other unsecured obligations (other than subordinated
     obligations, if any) of the Issuer from time to time outstanding.

5.   INTEREST

     The Calculation Agent will determine the amount of interest as provided below, unless the
     applicable Contractual Terms of Issue specifies another basis for determination, in which case the
     Calculation Agent will determine the amount of interest as provided in the applicable Contractual
     Terms of Issue. Any amount of interest will be rounded to the nearest sub-unit of the Note
     Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with
     applicable market convention.

     (a)     Interest on Fixed Rate Notes

             In respect of each Interest Period, interest on each Fixed Rate Note will be payable in
             arrears on each Interest Payment Date immediately following the end of such Interest
             Period in an amount equal to the product of (a) the Relevant Proportion of the
             Outstanding Principal Amount as of the relevant Interest Payment Date, (b) the Fixed
             Rate and (c) the Day Count Fraction, provided that interest for the initial Interest Period
             will be equal to the Initial Stub and interest for the final Interest Period will be equal to
             the Final Stub, if either such amount is specified in the applicable Contractual Terms of
             Issue.

     (b)     Interest on Floating Rate Notes

             In respect of each Interest Period, interest on each Floating Rate Note will be payable in
             arrears on the Interest Payment Date immediately following the end of such Interest
             Period in an amount equal to the product of (a) the Relevant Proportion of the
             Outstanding Principal Amount as of the relevant Interest Payment Date, (b) the Floating
             Rate for such Interest Period and (c) the Day Count Fraction.

     (c)     Additional Interest upon occurrence of a Deferred Maturity Date

             In addition to amounts of interest (if any) accrued in accordance with (a) and (b) above,
             in respect of the Extended Interest Period (if any), in the event that "Extension Interest" is
             specified as applicable in the applicable Contractual Terms of Issue and no Event
             Determination Date occurs on or prior to the Extension Date, interest ("Extension
             Interest") on each Fixed Rate Note and on each Floating Rate Note will be payable in
             arrears on the Deferred Maturity Date in an amount determined by the Issuer equal to the
             sum for each day in the Extended Interest Period of the product of (a) the Relevant
             Proportion of the Outstanding Principal Amount on such day, (b) the Barclays Bank PLC
             overnight deposit rate for deposits in the Note Currency for such day and (c) 1/360. If


                                                  64
             "Extension Interest" is either not specified as applicable in the applicable Contractual
             Terms of Issue or is specified as not applicable in the applicable Contractual Terms of
             Issue, no amount of Extension Interest or other interest shall accrue or be payable on each
             Fixed Rate Note and on each Floating Rate Note in respect of any period on or following
             the Scheduled Maturity Date, notwithstanding that the Deferred Maturity Date occurs
             following such date.

      (d)    Notifications in respect of Interest

             (i)     Notification of Rate of Interest and Amount of Interest

                     The Calculation Agent will cause the Rate of Interest and the amount of interest
                     for each Interest Period and the relevant Interest Payment Date as well as any
                     Extension Interest to be notified to the Issuer and the Principal Paying Agent, and
                     the Principal Paying Agent will notify any stock exchange on which the Fixed
                     Rate Notes or Floating Rate Notes are for the time being listed thereof and cause
                     notice thereof to be published in accordance with Condition 16 (Notices) as soon
                     as possible after their determination but in no event later than the day which is
                     the fourth Business Day thereafter. Each amount of interest and Interest Payment
                     Date so notified may subsequently be amended (or appropriate alternative
                     arrangements made by way of adjustment) without prior notice if the Calculation
                     Agent so determines. Any such amendment will be promptly notified to each
                     stock exchange on which the Fixed Rate Notes or Floating Rate Notes are for the
                     time being listed and to the Noteholders in accordance with Condition 16
                     (Notices).

             (ii)    Certificates to be final

                     All certificates, communications, opinions, determinations, calculations,
                     quotations and decisions given, expressed, made or obtained for the purposes of
                     the provisions of this Condition by the Calculation Agent will (in the absence of
                     the Calculation Agent's wilful default, bad faith or manifest error) be binding on
                     the Issuer, all other Agents and all Noteholders and Couponholders and (in the
                     absence of the Calculation Agent's wilful default, bad faith or manifest error) no
                     liability to the Issuer, the Noteholders or the Couponholders will attach to the
                     Calculation Agent in connection with the exercise or non-exercise by it of its
                     powers, duties and discretions pursuant to such provisions.

6.    PAYMENTS

(a)   Method of Payment

      Subject as provided below:

      (i)    payments in a Settlement Currency or Note Currency other than euro will be made by
             credit or transfer to an account in the relevant Settlement Currency or Note Currency
             (which, in the case of a payment in Japanese Yen to a non-resident of Japan, will be a
             non-resident account) maintained by the payee with a bank in the principal financial
             centre of the country of such Settlement Currency or Note Currency; and




                                                    65
      (ii)    payments in euro will be made by credit or transfer to a euro account (or any other
              account to which euro may be credited or transferred) specified by the payee.

      Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto
      in the place of payment, and to the provisions of Condition 10 (Taxation).

(b)   Presentation of definitive Bearer Notes and Coupons

      Payments of principal in respect of definitive Bearer Notes will (subject as provided below) be
      made in the manner provided in paragraph (a) above only against presentation and surrender of
      such definitive Bearer Notes, and payments of interest (if any) in respect of definitive Bearer
      Notes will (subject as provided below) be made as aforesaid only against presentation and
      surrender of the relative Coupons, in each case at the specified office of any Paying Agent outside
      the United States (which expression, as used herein, means the United States of America
      (including the States and the District of Columbia, its territories, its possessions and other areas
      subject to its jurisdiction)).

      Upon the date on which any Fixed Rate Note in definitive bearer form becomes due and
      repayable, all unmatured Coupons and Talons (if any) relating thereto (whether or not attached)
      will become void and no payment or, as the case may be, exchange for further Coupons will be
      made in respect thereof.

      Upon the date on which any Floating Rate Note in definitive bearer form becomes due and
      repayable prior to its Maturity Date, all unmatured Coupons and Talons (if any) relating thereto
      (whether or not attached) will become void and no payment or, as the case may be, exchange for
      further Coupons will be made in respect thereof.

(c)   Payments in respect of Temporary Bearer Global Notes and Permanent Bearer Global Notes

      Payments of principal and interest (if any) in respect of Notes represented by any Global Note in
      bearer form will (subject as provided below) be made in the manner specified above in relation to
      definitive Bearer Notes and otherwise in the manner specified in the relevant Global Note against
      presentation or surrender, as the case may be, of such Global Note at the specified office of any
      Paying Agent outside the United States. A record of each payment of principal and each payment
      of interest made against presentation or surrender of any Global Note in bearer form will be made
      on such Global Note in bearer form by such Paying Agent and such record will be prima facie
      evidence that the payment in question has been made.

      The holder of the relevant Global Note will be the only person entitled to receive payments in
      respect of Notes represented by such Global Note and the obligations of the Issuer will be
      discharged by payment to, or to the order of, the holder of such Global Note in respect of each
      amount so paid. Each of the persons shown in the records of Euroclear or Clearstream,
      Luxembourg as the beneficial holder of a particular principal amount of Notes represented by
      such Global Note must look solely to Euroclear or Clearstream, Luxembourg, as the case may be,
      for his share of each payment so made by the Issuer to, or to the order of, the holder of such
      Global Note. No person other than the holder of such Global Note will have any claim against the
      Issuer in respect of any payments due on that Global Note.

(d)   Payments in respect of Registered Notes




                                                  66
      Payments of principal in respect of Registered Notes (whether or not in global form) will be made
      against presentation and surrender (or, in the case of part payment of any sum due, endorsement)
      of such Registered Notes at the specified office of the Registrar or any of the Paying Agents. Such
      payments will be made to the holder (or the first named of joint holders) of the Registered Note
      appearing in the register of holders of the Registered Notes maintained by the Registrar (the
      "Register") at the close of business on the third business day (being for this purpose a day on
      which banks are open for business in the city where the specified office of the Registrar is located)
      before the relevant due date.

      Payments of interest due on a Registered Note (whether in a definitive or global form) will be
      made to the person in whose name such Note is registered at the close of business on the fifteenth
      day (whether or not such fifteenth day is a business day (being for this purpose a day on which
      banks are open for business in the city where the Registrar is located) (the "Record Date")) prior
      to such due date. In the case of payments by cheque, cheques will be mailed to the holder (or the
      first named of joint holders) at such holder's registered address on the business day (as described
      above) immediately preceding the due date.

      None of the Issuer or the Paying Agents will have any responsibility or liability for any aspect of
      the records relating to, or payments made on account of, beneficial ownership interests in the
      Registered Global Notes or for maintaining, supervising or reviewing any records relating to such
      beneficial ownership interests.

(e)   General provisions applicable to payments

      Notwithstanding the foregoing, U.S. dollar payments of principal and interest (if any) in respect
      of Notes will be made at the specified office of a Paying Agent in the United States if:

      (i)     the Issuer has appointed Paying Agents with specified offices outside the United States
              with the reasonable expectation that such Paying Agents would be able to make payment
              in U.S. dollars at such specified offices outside the United States of the full amount of
              principal and interest on the Notes in the manner provided above when due; and

      (ii)    payment of the full amount of such principal and interest at all such specified offices
              outside the United States is illegal or effectively precluded by exchange controls or other
              similar restrictions on the full payment or receipt of principal and interest in U.S. dollars;
              and

      (iii)   such payment is then permitted under United States law without involving, in the opinion
              of the Issuer adverse tax, commercial, reputational, regulatory or other consequences to
              the Issuer as it determines in its sole and absolute discretion and which determination will
              be conclusive and binding.

(f)   Redemption Failure

      If a Redemption Failure Event has occurred and exists on the Maturity Date, the obligation of the
      Issuer to pay the Final Redemption Amount or to Deliver the Deliverable Obligations Portfolio or
      part thereof, as the case may be, on such date will be postponed without further act or notice and
      such payment or Delivery will be made on a Business Day selected by the Calculation Agent on
      which such Redemption Failure Event no longer exists, provided that, if such Redemption Failure
      Event continues to exist on the tenth Business Day after the Maturity Date or other scheduled


                                                   67
      payment date or Delivery date in respect of an amount required to be paid or Deliverable
      Obligations to be Delivered (as the case may be), the Noteholder may request the Issuer in
      writing to make payment of such amount to such account or to such other person as the
      Noteholder specifies, provided that, the Issuer first receives an irrevocable and unconditional
      release and indemnity in respect of liabilities arising therefrom to its sole and absolute satisfaction.

      If the Calculation Agent determines that such Redemption Failure Event continues to exist on the
      60th calendar day after the Maturity Date or other scheduled payment date or Delivery date in
      respect of an amount required to be paid or Deliverable Obligations to be Delivered (as the case
      may be) no such payment will be made by the Issuer and the Issuer's obligations to the
      Noteholder hereunder will be deemed to be fully discharged as of that date.

      Any postponement or deemed discharge of payment pursuant to this Condition 6(f) (Redemption
      Failure) will not constitute a default hereunder and will not entitle the relevant Noteholder to any
      additional interest or other payment as a result thereof. For the avoidance of doubt, the provisions
      of this Condition 6(f) are in addition to any provisions of Article IX of the Credit Derivatives
      Definitions regarding, inter alia, the failure to Deliver Deliverable Obligations.

7.    REDEMPTION AND PURCHASE

(a)   Final Redemption

      Unless previously redeemed or purchased and cancelled as specified below or in the applicable
      Contractual Terms of Issue, the Issuer will redeem each Note on the Maturity Date at its Final
      Redemption Amount, subject to Condition 6(f) (Redemption Failure), Condition 8(c) (Partial
      Cash Settlement due to Impossibility and Illegality), Condition 8(d) (Partial Cash Settlement of
      Consent Required Loans), Condition 8(e) (Partial Cash Settlement of Assignable Loans),
      Condition 8(f) (Partial Cash Settlement of Participations), Condition 7(b) (Redemption following
      a Credit Event) and as set out in the applicable Contractual Terms of Issue. If Condition 7(b)
      (Redemption Following a Credit Event) is applicable, each Note will be redeemed on a date and
      at an amount determined in accordance with the provisions thereof.

(b)   Redemption following a Credit Event

      Unless previously redeemed or purchased and cancelled in full or as specified below or in the
      applicable Contractual Terms of Issue, if an Event Determination Date has occurred in respect of
      a Reference Entity during the Notice Delivery Period and on or prior to the Maturity Date, the
      Issuer may, redeem each Cash Settled Note at the Final Redemption Amount on the Cash
      Settlement Date and each Physically Settled Note by Delivery of the Deliverable Obligations
      Portfolio on or before the Final Delivery Date in accordance with the provisions of these
      Conditions, the Credit Derivatives Definitions and the applicable Contractual Terms of Issue and,
      in each case subject to Condition 6(f) (Redemption Failure), Condition 8(a) (Delivery of
      Deliverable Obligations on shortfall), Condition 8(b) (Asset Transfer Notice), and Condition 8(c)
      (Partial Cash Settlement due to Impossibility or Illegality).

      Any Delivery of the Deliverable Obligations Portfolio will be in accordance with applicable
      securities and other laws, as determined by the Issuer in its sole and absolute discretion.




                                                    68
(c)   Credit Event Determination

      (i)     The Issuer may, at any point during the Notice Delivery Period, deliver a Credit Event
              Notice (provided that an Event Determination Date may only occur following the
              Scheduled Maturity Date where an Extension Notice has been delivered) in accordance
              with the provisions of the Credit Derivatives Definitions and the applicable Contractual
              Terms of Issue.

      (ii)    A Credit Event Notice, Notice of Publicly Available Information, Notice of Physical
              Settlement and Extension Notice, if applicable, are effective when delivered by the Issuer
              to the Principal Paying Agent, which shall deliver the same to holders of Notes in
              accordance with the provisions of Condition 16, provided that the failure of the Principal
              Paying Agent to deliver any such notice shall not affect the effectiveness of any notice
              delivered by the Issuer.

      (iii)   The Issuer's determination of a Credit Event will, in the absence of manifest error, be
              conclusive and binding on all persons (including, without limitation, the Noteholders and
              Couponholders). Neither the Issuer nor the Principal Paying Agent will have any liability
              whatsoever for the failure of the Issuer for any reason to determine that a Credit Event
              has occurred or with respect to the Issuer's timing as to when to deliver a Credit Event
              Notice or Notice of Publicly Available Information nor will they have any duty or
              responsibility to investigate or check whether any Credit Event has, or may have,
              occurred or may be continuing.

              Noteholders will treat as confidential any information about a Reference Entity which is
              designated by the Issuer as confidential information and conveyed to the Noteholders for
              the purposes of identifying the Credit Event giving rise to its determination of a Credit
              Event.

      (iv)    Notwithstanding anything to the contrary in these Conditions, upon the occurrence of an
              Event Determination Date in respect of a Restructuring Credit Event, if the provisions of
              Section 3.9 of the Credit Derivatives Definitions apply in respect of the Notes, on
              redemption of part of each such Note the relevant Note or, if the Notes are represented by
              a Global Note, such Global Note, shall be endorsed to reflect such partial redemption.

(d)   Credit Event Redemption Notice

      On and after an Event Determination Date, the Issuer may deliver, or may cause the Principal
      Paying Agent at the expense of the Issuer to deliver, a notice (a "Credit Event Redemption
      Notice") in accordance with Condition 16 (Notices) to the Noteholders, with a copy to the
      Calculation Agent and the Principal Paying Agent. The Credit Event Redemption Notice will:

      (i)     identify the Series of Notes to which the Credit Event Redemption Notice relates; and

      (ii)    state the Issuer's intention to redeem the Notes pursuant to Condition 7(b) (Redemption
              following a Credit Event).

      If a Credit Event Notice, Notice of Publicly Available Information or, if applicable, Notice of
      Physical Settlement specifies the information required to be specified in a Credit Event
      Redemption Notice, such notice will be deemed to be a Credit Event Redemption Notice.


                                                 69
(e)   Purchase

      The Issuer or any Affiliate of the Issuer may at any time purchase or otherwise acquire Notes
      (provided that, in the case of definitive Notes, all unmatured Coupons and Talons (if any)
      appertaining thereto are attached thereto or surrendered therewith) in the open market either by
      tender or private agreement or otherwise, without restriction as to price. Such Notes may be held,
      reissued, resold or, at the option of the Issuer, surrendered (together with all unmatured Coupons
      and Talons) to any Paying Agent for cancellation.

(f)   Cancellation

      All Notes which are redeemed will forthwith be cancelled (together with all unmatured Coupons
      and Talons attached thereto or surrendered therewith at the time of redemption). All Notes so
      cancelled and any Notes purchased and cancelled pursuant to Condition 7(e) (Purchase) (together
      with all unmatured Coupons and Talons cancelled therewith) will be forwarded to the Principal
      Paying Agent and cannot be reissued or resold.

(g)   Compulsory Resales

      Unless otherwise specified in the applicable Contractual Terms of Issue, the Notes may not be
      purchased or held by any benefit plan investor, and any such purchaser or holder may not use the
      assets of a benefit plan investor to acquire such Notes and may not at any time hold such Notes
      for a benefit plan investor. Except as otherwise specified in the applicable Contractual Terms of
      Issue, sales and transfers of Notes to benefit plan investors or for or on behalf of benefit plan
      investors will be void and will not be honoured by the Issuer. If, at any time, a Note is held by or
      on behalf of a benefit plan investor, the Issuer will have the right, at any time, at the expense and
      risk of the holder of the Note held in violation of the applicable transfer restrictions, (i) to redeem
      such Note, in whole or in part, or (ii) to require such holder to sell such Note to a person who is
      not a benefit plan investor who is otherwise eligible to invest in the Notes.

      For the purposes hereof, "benefit plan investor" means (a) an employee benefit plan (as defined
      in Section 3(3) of ERISA), subject to ERISA, (b) a plan described in Section 4975 of the Internal
      Revenue Code, or (c) any entity whose underlying assets include plan assets by reason of a plan's
      investment in the entity under United States Department of Labor Regulations § 2510.3 (29 C.F.R.
      § 2510.3) as modified by ERISA.

8.    TERMS OF SETTLEMENT IN RELATION TO PHYSICALLY SETTLED NOTES

(a)   Delivery of Deliverable Obligations on shortfall

      Subject to Condition 8(c) (Partial Cash Settlement due to Impossibility or Illegality), if all or any
      part of the Deliverable Obligations Portfolio to be Delivered to a Noteholder is not a whole
      integral multiple of the smallest unit of transfer for any such Deliverable Obligation at the
      relevant time of Delivery, as determined by the Calculation Agent, the Issuer will Deliver and
      such Noteholder will only be entitled to receive the portion of the Deliverable Obligations
      Portfolio specified by the Calculation Agent which is closest to but less than the full Deliverable
      Obligations Portfolio, after consideration of such smallest unit or units of transfer (such portion of
      the Deliverable Obligations Portfolio that is not so Delivered, a "Delivery Shortfall"), and the
      Issuer will pay to such Noteholder in the Settlement Currency at the same time as such Delivery




                                                   70
      an amount in cash equal to the value of such Delivery Shortfall, as determined by the Calculation
      Agent.

(b)   Asset Transfer Notice

      In order to obtain Delivery of the Deliverable Obligations Portfolio, the relevant Noteholder must,
      in the case where the Notes are represented by a Global Note, deliver to Euroclear, Clearstream,
      Luxembourg and/or DTC, as the case may be (with a copy to the Principal Paying Agent and the
      Issuer) or, in the case where the Notes are represented by definitive Notes, to the Issuer at the
      address specified in Condition 16 (Notices) or such other address as the Issuer will have from
      time to time notified to the Noteholders, on or after the date of the Credit Event Redemption
      Notice and prior to the first Delivery Date in respect of the applicable Physical Settlement Date,
      and at the risk of such Noteholder, the relevant Note, where applicable, and a duly completed
      asset transfer notice substantially in the form set out in the Agency Agreement (and which will
      include a notice sent via the SWIFT system or any other system acceptable to the relevant
      clearing system where notice is being delivered to Euroclear, Clearstream, Luxembourg and/or
      DTC (the "Asset Transfer Notice")), a copy of which may be obtained from a Paying Agent.

      The Asset Transfer Notice is irrevocable and must:

      (i)     specify information customarily required for a transferor to effect settlement under the
              Delivery Method specified in the applicable Contractual Terms of Issue;

      (ii)    specify the name and address of the relevant Noteholder;

      (iii)   specify the number of Notes which are the subject of such notice;

      (iv)    certify as to non-U.S. beneficial ownership or agreement with certain transfer restrictions
              in respect of the Deliverable Obligations Portfolio;

      (v)     in relation to Notes which are represented by a Global Note:

              (A)     the number of the Noteholder's account at Euroclear, Clearstream, Luxembourg,
                      DTC or any other relevant clearing system, as the case may be, to be debited with
                      such Notes; and

              (B)     irrevocably instruct and authorise Euroclear, Clearstream, Luxembourg, DTC or
                      any other relevant clearing system, as the case may be, to debit the relevant
                      Noteholder's account with such Notes on the Final Delivery Date; and

      (vi)    authorise the production of such notice in any applicable administrative or legal
              proceedings.

      No Asset Transfer Notice may be withdrawn after receipt thereof by Euroclear, Clearstream,
      Luxembourg and/or DTC or by the Issuer, as the case may be. After delivery of such notice, the
      relevant Noteholder may not transfer the Notes which are the subject of such notice. Upon receipt
      of such notice in the case where Notes are represented by a Global Note, Euroclear, Clearstream,
      Luxembourg and/or DTC, as the case may be, will verify to the Issuer that the person specified
      therein as the Noteholder is the holder of the specified number of Notes according to its books
      (the "Verification").



                                                  71
All Costs will be for the account of the relevant Noteholder, unless specified otherwise in the
applicable Contractual Terms of Issue and no Delivery and/or transfer of the Deliverable
Obligations Portfolio may be made until all Costs have been paid and received or deducted to the
satisfaction of the Issuer. If the Costs are not paid to the satisfaction of the Issuer by the Final
Delivery Date, then the Deliverable Obligations comprising the Deliverable Obligations Portfolio
will be Delivered as soon as practicable after the Costs have been paid and received or deducted
to the satisfaction of the Issuer, at the risk of such Noteholder.

Failure properly to complete and deliver an Asset Transfer Notice and to deliver the relevant Note
may result in such notice being treated as null and void. Any determination as to whether such
notice has been properly completed and delivered as provided in the Conditions will be made by
the Calculation Agent and such determination will be conclusive and binding on each relevant
Noteholder.

Subject as provided herein, in relation to each Note, the Deliverable Obligations Portfolio will be
Delivered at the risk of the relevant Noteholder using the Delivery Method on the relevant
Delivery Date, provided that (i) in the case where the Notes are represented by a Global Note, the
relevant Verification is received by the Issuer or (ii) in the case where the Notes are represented
by definitive Notes, the relevant Notes and the Asset Transfer Notice are delivered to the Issuer,
in each case of (i) and (ii) at any time not earlier than the date of the Credit Event Redemption
Notice, and not later than 10.00 a.m. London time on the Business Day immediately preceding
the relevant Delivery Date.

Subject to the next following paragraph, where the Verification is received by the Issuer, or if the
relevant Notes and the Asset Transfer Notice are delivered to the Issuer, as the case may be, later
than 10.00 a.m. London time on the Business Day immediately preceding the relevant Delivery
Date, then, subject to no Costs being or remaining outstanding, the Deliverable Obligations
Portfolio will be Delivered as soon as practicable after the receipt of the Verification or the
relevant Notes and the Asset Transfer Notice, as the case may be, at the risk of such Noteholder in
the manner provided above. For the avoidance of doubt, such Noteholder will not be entitled to
any payment, whether of interest or otherwise, in the event of the Delivery of the Deliverable
Obligations Portfolio falling after the relevant Delivery Date.

If Euroclear, Clearstream, Luxembourg and/or DTC, as the case may be, or the relevant
Noteholder fails to verify or deliver an Asset Transfer Notice in the manner set out herein by the
end of the day, or verifies or delivers an Asset Transfer Notice on any day falling after the day
that is 180 calendar days after the originally designated Physical Settlement Date, the Issuer will
be discharged from its obligation in respect of such Note and will have no further obligation or
liability whatsoever in respect thereof.

Until the date on which the Deliverable Obligations Portfolio has been fully Delivered (or, if
applicable, the Latest Permissible Physical Settlement Date), the Issuer or any other person
(whether or not on behalf of the Issuer) may continue to be the legal owner of the Deliverable
Obligations comprising the Deliverable Obligations Portfolio which it is not possible, practical or
legal to deliver. None of the Issuer nor any such other person will (i) be under any obligation to
deliver or procure delivery to the relevant Noteholder or any other person any letter, certificate,
notice, circular or any other document or payment whatsoever received by the Issuer or that
person, (ii) be under any obligation to exercise or procure exercise of any or all rights (including
voting rights) attaching to such Deliverable Obligations comprising the Deliverable Obligations
Portfolio until the date on which the Deliverable Obligations Portfolio has been fully Delivered


                                            72
      (or, if applicable, the Latest Permissible Physical Settlement Date), (iii) be under any liability to
      such Noteholder or any other person in respect of any loss or damage which such Noteholder or
      other person may sustain or suffer as a result, whether directly or indirectly, of the Issuer or any
      person (whether or not on behalf of the Issuer) being the legal owner of such Deliverable
      Obligations comprising the Deliverable Obligations Portfolio until the date on which the
      Deliverable Obligations Portfolio has been fully Delivered (or, if applicable, the Latest
      Permissible Physical Settlement Date), or (iv) have any liability whatsoever to such Noteholder or
      any other person if, as a result of a Redemption Failure Event or for any other reason whatsoever
      (including, for the avoidance of doubt, the application of Article IX of the Credit Derivatives
      Definitions), it is unable to effect Delivery of any Deliverable Obligations comprising the
      Deliverable Obligations Portfolio and its obligations hereunder are deemed to be fully discharged
      in accordance with the Conditions.

(c)   Partial Cash Settlement due to Impossibility or Illegality

      The provisions of Section 9.3 of the Credit Derivatives Definitions shall be applicable if "Partial
      Cash Settlement due to Impossibility or Illegality" is specified in the applicable Contractual
      Terms of Issue as being applicable.

(d)   Partial Cash Settlement of Consent Required Loans

      The provisions of Section 9.4 of the Credit Derivatives Definitions shall be applicable if "Partial
      Cash Settlement of Consent Required Loans" is specified in the applicable Contractual Terms of
      Issue as being applicable.

(e)   Partial Cash Settlement of Assignable Loans

      The provisions of Section 9.5 of the Credit Derivatives Definitions shall be applicable if "Partial
      Cash Settlement of Assignable Loans " is specified in the applicable Contractual Terms of Issue
      as being applicable.

(f)   Partial Cash Settlement of Participations

      The provisions of Section 9.6 of the Credit Derivatives Definitions shall be applicable if "Partial
      Cash Settlement of Participations" is specified in the applicable Contractual Terms of Issue as
      being applicable.

9.    TRANSFERS OF REGISTERED NOTES

(a)   Transfers of interests in Registered Global Notes

      Transfers of beneficial interests in Registered Global Notes will be effected by DTC, Euroclear or
      Clearstream, Luxembourg, as the case may be, and, in turn, by other participants and, if
      appropriate, indirect participants in such clearing systems acting on behalf of beneficial
      transferors and transferees of such interests. A beneficial interest in a Registered Global Note will,
      subject to compliance with all applicable legal and regulatory restrictions, be transferable for
      Notes in definitive form or for a beneficial interest in another Registered Global Note only in the
      relevant Note Denomination and only in accordance with the rules and operating procedures for
      the time being of DTC, Euroclear or Clearstream, Luxembourg, as the case may be, and in
      accordance with the terms and conditions specified in the Agency Agreement. Transfers of a



                                                   73
      Registered Global Note registered in the name of a nominee for DTC will be limited to transfers
      of such Registered Global Note, in whole but not in part, to another nominee of DTC or to a
      successor of DTC or such successor's nominee.

(b)   Transfers of Registered Notes in definitive form

      Subject as provided in paragraphs (d), (e) and (f) below, upon the terms and subject to the
      conditions set forth in the Agency Agreement, a Registered Note in definitive form may be
      transferred in whole or in part (in the authorised denominations set out in the applicable
      Contractual Terms of Issue). In order to effect any such transfer (i) the holder or holders must (A)
      surrender the Registered Note for registration of the transfer of the Registered Note (or the
      relevant part of the Registered Note) at the specified office of the Registrar or any Transfer Agent,
      with the form of transfer thereon duly executed by the holder or holders thereof or his or their
      attorney or attorneys duly authorised in writing and (B) complete and deposit such other
      certifications as may be required by the Registrar or, as the case may be, the relevant Transfer
      Agent and (ii) the Registrar or, as the case may be, the relevant Transfer Agent must, after due
      and careful enquiry, be satisfied with the documents of title and the identity of the person making
      the request. Any such transfer will be subject to such reasonable regulations as the Issuer and the
      Registrar may from time to time prescribe (the initial such regulations being set out in a schedule
      to the Agency Agreement). Subject as provided above, the Registrar or, as the case may be, the
      relevant Transfer Agent will, within three business days (being for this purpose a day on which
      banks are open for business in the city where the specified office of the Registrar or, as the case
      may be, the relevant Transfer Agent is located) of the request (or such longer period as may be
      required to comply with any applicable fiscal or other laws or regulations), authenticate and
      deliver, or procure the authentication and delivery of, at its specified office to the transferee or (at
      the risk of the transferee) send by uninsured mail, to such address as the transferee may request, a
      new Registered Note in definitive form of a like aggregate principal amount to the Registered
      Note (or the relevant part of the Registered Note) transferred. In the case of the transfer of part
      only of a Registered Note in definitive form, a new Registered Note in definitive form in respect
      of the balance of the Registered Note not transferred will be so authenticated and delivered or (at
      the risk of the transferor) sent to the transferor.

(c)   Costs of registration

      Noteholders will not be required to bear the costs and expenses of effecting any registration of
      transfer as provided above, except for any costs or expenses of delivery other than by regular
      uninsured mail and except that the Issuer may require the payment of a sum sufficient to cover
      any stamp duty, tax or other governmental charge that may be imposed in relation to the
      registration.

(d)   Transfers of interests in Regulation S Global Notes

      Prior to expiry of the applicable Distribution Compliance Period, transfers by the holder of, or of
      a beneficial interest in, a Regulation S Global Note to a transferee in the United States or who is a
      U.S. Person will only be made:

      (i)     upon receipt by the Registrar of a written certification substantially in the form set out in
              the Agency Agreement, amended as appropriate (a "Transfer Certificate"), copies of
              which are available from the specified office of the Registrar or any Transfer Agent, from



                                                    74
              the transferor of the Note or beneficial interest therein to the effect that such transfer is
              being made:

              (A)     to a person whom the transferor reasonably believes is a QIB in a transaction
                      meeting the requirements of Rule 144A; or

              (B)     to a person who is an Institutional Accredited Investor,

                      together with, in the case of (B), a duly executed IAI Investment Letter from the
                      relevant transferee; or

      (ii)    otherwise pursuant to the Securities Act or an exemption therefrom, subject to receipt by
              the Issuer of such satisfactory evidence as the Issuer may reasonably require, which may
              include an opinion of U.S. counsel, that such transfer is in compliance with any
              applicable securities laws of any state of the United States,

      and, in each case, in accordance with any applicable securities laws of any state of the United
      States or any other jurisdiction.

      In the case of (A) above, such transferee may take delivery through a Legended Note in global or
      definitive form and, in the case of (B) above, such transferee may take delivery only through a
      Legended Note in definitive form. After expiry of the applicable Distribution Compliance Period
      (i) beneficial interests in Regulation S Global Notes registered in the name of a nominee for DTC
      may be held through DTC directly, by a participant in DTC, or indirectly through a participant in
      DTC and (ii) such certification requirements will no longer apply to such transfers.

(e)   Transfers of interests in Legended Notes

      Transfers of Legended Notes or beneficial interests therein may be made:

      (i)     to a transferee who takes delivery of such interest through a Regulation S Global Note,
              upon receipt by the Registrar of a duly completed Transfer Certificate from the transferor
              to the effect that such transfer is being made in accordance with Regulation S and that in
              the case of a Regulation S Global Note registered in the name of a nominee for DTC, if
              such transfer is being made prior to expiry of the applicable Distribution Compliance
              Period, the interests in the Notes being transferred will be held immediately thereafter
              through Euroclear and/or Clearstream, Luxembourg; or

      (ii)    to a transferee who takes delivery of such interest through a Legended Note:

              (A)     where the transferee is a person whom the transferor reasonably believes is a QIB
                      in a transaction meeting the requirements of Rule 144A, without certification; or

              (B)     where the transferee is an Institutional Accredited Investor, subject to delivery to
                      the Registrar of a Transfer Certificate from the transferor to the effect that such
                      transfer is being made to an Institutional Accredited Investor, together with a
                      duly executed IAI Investment Letter from the relevant transferee; or

      (iii)   otherwise pursuant to the Securities Act or an exemption therefrom, subject to receipt by
              the Issuer of such satisfactory evidence as the Issuer may reasonably require, which may



                                                  75
              include an opinion of U.S. counsel, that such transfer is in compliance with any
              applicable securities laws of any state of the United States,

      and, in each case, in accordance with any applicable securities laws of any state of the United
      States or any other jurisdiction.

      Notes transferred by Institutional Accredited Investors to QIBs pursuant to Rule 144A or outside
      the United States pursuant to Regulation S will be eligible to be held by such QIBs or non-U.S.
      investors through DTC, Euroclear or Clearstream, Luxembourg, as appropriate, and the Registrar
      will arrange for any Notes which are the subject of such a transfer to be represented by the
      appropriate Registered Global Note, where applicable.

      Upon the transfer, exchange or replacement of Legended Notes, or upon specific request for
      removal of the Legend, the Registrar will deliver only Legended Notes or refuse to remove the
      Legend, as the case may be, unless there is delivered to the Issuer such satisfactory evidence as
      may reasonably be required by the Issuer, which may include an opinion of U.S. counsel, that
      neither the Legend nor the restrictions on transfer set forth therein are required to ensure
      compliance with the provisions of the Securities Act and any applicable state securities laws.

(f)   Exchanges and transfers of Registered Notes generally

      Holders of Registered Notes in definitive form, other than Institutional Accredited Investors, may
      exchange such Notes for interests in a Registered Global Note of the same type at any time.

10.   TAXATION

      Notwithstanding any other Condition to the contrary, the Issuer will not be liable for or otherwise
      obliged to pay any tax, duty, withholding or other payment which may arise as a result of the
      ownership, transfer, presentation and surrender for payment, or enforcement of any Note and all
      payments made by the Issuer will be made subject to any tax, duty, withholding or other payment
      which may be required to be made, paid, withheld or deducted, including, without limitation, any
      duty, withholding, excise, stamp, registration, document or other tax, duty, levy or impost of any
      nature (including any interest, penalty or addition). The Issuer is not obliged to redeem the
      Notes early as a result of, or make any additional payments to Noteholders or
      Couponholders in respect of, any such tax, duty, withholding or other payment.

11.   PRESCRIPTION

      The Notes and Coupons will become void unless presented within a period of ten years (in the
      case of principal) and five years (in the case of coupon) after the Relevant Date therefor.

      There will not be included in any Coupon sheet issued on exchange of a Talon any Coupon the
      claim for payment in respect of which would be void pursuant to this Condition or Condition 6(b)
      (Presentation of definitive Bearer Notes and Coupons) or any Talon which would be void
      pursuant to Condition 6(b) (Presentation of definitive Bearer Notes and Coupons).

12.   REPLACEMENT OF NOTES, COUPONS AND TALONS

      Should any Note or Coupon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at
      the specified office of the Principal Paying Agent (in the case of definitive Bearer Notes or



                                                  76
      Coupons) or the Registrar (in the case of Registered Notes) upon payment by the claimant of such
      costs and expenses as may be incurred in connection with such replacement and on such terms as
      to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Notes or
      Coupons must be surrendered before replacements will be issued.

13.   AGENTS

      The names of the initial Agents and their initial specified offices are set out below.

      The Issuer is entitled to vary or terminate the appointment of any Agent and/or appoint additional
      or other Agents and/or approve any change in the specified office through which any Agent acts,
      provided that:

      (i)     so long as the Notes are listed on any stock exchange or admitted to listing by any others
              relevant authority, there will at all times be a Paying Agent with a specified office in such
              place as may be required by the rules and regulations of the relevant stock exchange (or
              other relevant authority);

      (ii)    there will at all times be a Calculation Agent; and

      (iii)   there will at all times be a Paying Agent in a Member State of the European Union that is
              not obliged to withhold or deduct tax pursuant to European Council Directive
              2003/48/EC or any law implementing or complying with, or introduced in order to
              conform to, such Directive.

      Any variation, termination, appointment or change will only take effect (other than in the case of
      insolvency when it will be of immediate effect) after not less than 30 nor more than 45 days' prior
      notice thereof will have been given to the Noteholders in accordance with Condition 16 (Notices).

      In addition, the Issuer will forthwith appoint a Paying Agent having a specified office in New
      York City in the circumstances described in Condition 6(b) (Presentation of definitive Bearer
      Notes and Coupons). In acting under the Agency Agreement, the Agents act solely as agents of
      the Issuer and do not assume any obligation to, or relationship of agency or trust with, any
      Noteholders or Couponholders. The Agency Agreement contains provisions permitting any entity
      into which any Agent is merged or converted or with which it is consolidated or to which it
      transfers all or substantially all of its assets to become the successor agent.

      Pursuant to the terms of the Agency Agreement, the Register will at all times be maintained
      outside the United Kingdom.

14.   EXCHANGE OF TALONS

      On and after the Interest Payment Date on which the final Coupon comprised in any Coupon
      sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the
      specified office of the Principal Paying Agent or any other Paying Agent in exchange for a further
      Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including)
      the final date for the payment of interest due in respect of the Note to which it appertains) a
      further Talon, subject to the provisions of Condition 11 (Prescription).




                                                   77
15.   BUSINESS DAY CONVENTION

      Unless a Business Day Convention other than "following" is specified in the applicable
      Contractual Terms of Issue and a date would otherwise fall on a day which is not a Business Day,
      (in which case, save as otherwise specified in the applicable Contractual Terms of Issue, the date
      will be adjusted in accordance with the applicable Business Day Convention so specified unless
      such date is the Trade Date or the Scheduled Maturity Date, in which case such date shall not be
      so adjusted) then, save as specified in the applicable Contractual Terms of Issue, the date will be
      adjusted to fall on the next following Business Day, unless such date is the Trade Date or the
      Scheduled Maturity Date, in which case such date shall not be so adjusted.

16.   NOTICES

      Unless otherwise provided herein or in the applicable Contractual Terms of Issue, notices to
      Noteholders and/or Couponholders regarding the Bearer Notes will be valid if published (i) in a
      leading English language daily newspaper of general circulation in the United Kingdom and (ii) if
      and for so long as the Notes are admitted to trading on, and listed on, the Official List and the
      rules of that exchange so require, a daily newspaper of general circulation in Ireland. It is
      expected that such publication will be made in the Financial Times in London and, if required,
      The Irish Times in Ireland. Notwithstanding the foregoing, if the Notes are listed on a stock
      exchange or any other relevant authority and the rules of that stock exchange or other relevant
      authority so require, the Issuer will also procure that notice will be published in a daily newspaper
      of general circulation in the place or places required by that stock exchange or other relevant
      authority. Any such notice will be deemed to have been given on the date of such publication or,
      if published more than once or, if required to be published in more than one newspaper, on
      different dates, on the date of the first publication in all the required newspapers. Couponholders
      will be deemed to have notice of the contents of any notice given to the Noteholders pursuant to
      this Condition.

      All notices to Noteholders regarding the Registered Notes will be deemed to be validly given if
      sent by first class mail or (if posted to an address overseas) by airmail to the holders (or the first
      named of joint holders) at their respective addresses recorded in the Register and will be deemed
      to have been given on the third day after mailing and, in addition, for so long as any Registered
      Notes are listed on a stock exchange or admitted to listing by any other relevant authority and the
      rules of that stock exchange or other relevant authority so require, such notice will be published
      in a daily newspaper of general circulation in the place or places required by that stock exchange
      or other relevant authority.

      Until such time as any definitive Notes are issued, there may, so long as any Global Note is held
      in its entirety on behalf of Euroclear, Clearstream, Luxembourg and/or DTC, be substituted for
      such publication in any such newspaper the delivery of the relevant notice to Euroclear,
      Clearstream, Luxembourg (by use of the SWIFT system, or such other method that is customarily
      used in the market and is acceptable to Euroclear and Clearstream, Luxembourg) and/or DTC for
      communication by them to the Noteholders. Any such notice will be deemed to have been given
      to the holders of the Notes on the same day on which the said notice was given to Euroclear,
      Clearstream, Luxembourg and/or DTC.

      In addition, regardless of how such notice is actually delivered, it will be deemed to have been
      given to any Noteholder who actually receives the notice.



                                                   78
      Notices to be given by any Noteholder will be in writing and given by lodging the same together
      with the relevant Note or Notes, with the Principal Paying Agent. Whilst any of the Notes are
      represented by a Global Note, such notice may be given by any Noteholder via Euroclear,
      Clearstream, Luxembourg and/or DTC, as the case may be, in such manner as the Principal
      Paying Agent and Euroclear, Clearstream, Luxembourg and/or DTC, as the case may be, may
      approve for this purpose. Alternatively, a Noteholder may give notice to the Issuer at the
      following address: Barclays Bank PLC, 1 Churchill Place, London E14 5HP.

17.   MEETINGS OF NOTEHOLDERS, MODIFICATION AND WAIVER

      The Agency Agreement contains provisions for convening meetings of the Noteholders to
      consider any matter affecting their interests, including the sanctioning by extraordinary resolution
      of a modification of the Notes, the Coupons or any of the provisions of the Agency Agreement.
      Such a meeting may be convened by the Issuer or the Noteholders holding not less than one tenth
      of the principal amount of the Notes for the time being remaining outstanding. The quorum at any
      such meeting for passing an extraordinary resolution is two or more persons (or, if there is only
      one Noteholder, one person) holding or representing in the aggregate a clear majority in principal
      amount of the Notes for the time being outstanding, or at any adjourned meeting two or more
      persons (or, if there is only one Noteholder, one person) being or representing Noteholders
      whatever the principal amount of the Notes so held or represented, except that at any meeting the
      business of which includes the modification of certain provisions of the Notes or Coupons
      (including modifying the date of maturity of the Notes or any date for payment of interest thereof,
      reducing or cancelling the amount of principal or the rate of interest payable in respect of the
      Notes or altering the currency of payment of the Notes or Coupons), the quorum will be two or
      more persons (or, if there is only one Noteholder, one person) holding or representing three-
      quarters in principal amount of the Notes for the time being outstanding, or at any adjourned such
      meeting two or more persons (or, if there is only one Noteholder, one person) holding or
      representing not less than one-quarter in principal amount of the Notes for the time being
      outstanding. An extraordinary resolution passed at any meeting of the Noteholders will be binding
      on all the Noteholders, whether or not they are present at the meeting, and on all Couponholders.
      A written resolution executed on behalf of each Noteholder may replace any such extraordinary
      resolution.

      The Principal Paying Agent and the Issuer may agree, without the consent of the Noteholders or
      Couponholders, to:

      (i)     any modification (except as mentioned above) of the Agency Agreement and/or the Deed
              of Covenant which is not prejudicial to the interests of the Noteholders; or

      (ii)    any modification of the Notes, the Coupons, the Agency Agreement or the Deed of
              Covenant which is of a formal, minor or technical nature or is made to correct a manifest
              or proven error or to comply with mandatory provisions of the law.

      Any such modification will be binding on the Noteholders and the Couponholders and any such
      modification will be notified to the Noteholders in accordance with Condition 16 (Notices) as
      soon as practicable thereafter.

      For so long as Notes under the Programme may be admitted to the Official List all modifications
      to the Conditions which are of a material nature, as determined by the Calculation Agent, will be
      notified to the Irish Stock Exchange by the Principal Paying Agent at the Issuer's expense.


                                                  79
18.   FURTHER ISSUES

      The Issuer will be at liberty from time to time, without the consent of the Noteholders or
      Couponholders, to create and issue further notes having terms and conditions the same as the
      Notes or the same in all respects save for the amount and date of the first payment of interest
      thereon and so that the same will be consolidated and form a single Series with the outstanding
      Notes. In the event that any such further notes are created and issued, the Issuer and any
      Programme Dealer will agree any necessary amendments to the applicable Contractual Terms of
      Issue in respect of such notes and, where such further notes are to form a single Series with
      outstanding Notes which are listed on any stock exchange, an application will be made for such
      further Notes to be listed on such stock exchange.

19.   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

      No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to
      enforce any term of the Notes, but this does not affect any right or remedy of any person which
      exists or is available apart from that Act.

20.   GOVERNING LAW AND SUBMISSION TO JURISDICTION

      The Agency Agreement, the Deed of Covenant, the Notes and the Coupons are governed by, and
      will be construed in accordance with, the laws of England and Wales. The Issuer irrevocably
      agrees that the courts of England are to have jurisdiction to settle any disputes which may arise
      out of or in connection with the Notes and/or the Coupons and that accordingly any suit, action or
      proceeding (together in this Condition referred to as "Proceedings") arising out of or in
      connection with the Notes and/or the Coupons may be brought in such courts.

      The Issuer hereby irrevocably waives any objection which it may have now or hereafter to the
      laying of the venue of any such Proceedings in any such court and any claim that any such
      Proceedings have been brought in an inconvenient forum and hereby further irrevocably agrees
      that a judgment in any such Proceedings brought in the English courts will be conclusive and
      binding upon it and may be enforced in the courts of any other jurisdiction.




                                                 80
           INITIAL AGENTS

            Calculation Agent

           Barclays Bank PLC
            1 Churchill Place
            London E14 5HP

         Principal Paying Agent

          The Bank of New York
           One Canada Square
            London EI4 5AL

           Irish Paying Agent

AIB/BNY Fund Management (Ireland) Limited
        Guild House, Guild Street
               Dublin 1
           Republic of Ireland

      Registrar and Transfer Agent

          The Bank of New York
             One Wall Street
               New York
            New York 10286




                   81
                        SUMMARY OF THE PROGRAMME DOCUMENTS

Agency Agreement

The Issuer has entered into the Agency Agreement with The Bank of New York as Principal Paying Agent,
AIB/BNY Fund Management (Ireland) Limited as Irish Paying Agent, Barclays Bank PLC as Calculation
Agent, The Bank of New York as Transfer Agent and The Bank of New York as Registrar. The Agency
Agreement dictates the terms of the appointment of the Agents and their functions and includes the forms
of the global and definitive Notes.

Programme Agreement

The Issuer has entered into the Programme Agreement with Barclays Bank PLC as Programme Dealer
and Arranger. The Programme Agreement allows the Issuer to issue Notes in an aggregate principal
amount of up to U.S.$20,000,000,000, subject to increase as provided in Clause 11 of the Programme
Agreement (Increase in the Aggregate Principal Amount of the Programme).

Deed of Covenant

The Issuer has executed the Deed of Covenant by way of deed poll in favour of the holders from time to
time of an interest in any Global Note credited to their accounts with Euroclear and/or Clearstream,
Luxembourg and/or DTC, as the case may be. The Deed of Covenant entitles such accountholders to
exercise certain rights upon the relevant Global Note becoming void in accordance with its terms. The
original of the Deed of Covenant is held by the common depositary for Euroclear and Clearstream,
Luxembourg.

A copy of the form of Deed of Covenant is contained within the Agency Agreement and is available for
inspection at the specified office of each Paying Agent.

Deed Poll

The Issuer has executed the Deed Poll as a deed in favour of the holders of the Rule 144A Global Notes
or any beneficial interest in the Rule 144A Global Notes or any prospective purchasers of the Rule 144A
Global Notes designated by any holder or beneficial owner of the Rule 144A Global Notes. The Deed Poll
entitles each of such persons, upon request, to be provided by the Issuer with the information required to
be provided pursuant to Rule 144A(d)(4) under the Securities Act. The executed Deed Poll is deposited
with and held by the Registrar.

A copy of the form of Deed Poll is contained within the Agency Agreement and is available for inspection
at the specified office of each Agent.




                                                   82
                                           USE OF PROCEEDS

The net proceeds from the sale of any Notes will be applied by the Issuer for its hedging or general
corporate purposes which include making a profit. If in respect of any particular issue, there is a particular
identified use of proceeds, this will be stated in the applicable Contractual Terms of Issue.




                                                     83
                             INFORMATION RELATING TO BARCLAYS BANK PLC

    Business

The Issuer is a public limited company registered in England and Wales under number 1026167. The
liability of the members of the Issuer is limited. It has its registered head office at 1 Churchill Place,
London E14 5HP, telephone number +44 (0)207 116 1000. The Issuer was incorporated on August 7,
1925 under the Colonial Bank Act 1925 and on October 4, 1971 was registered as a company limited by
shares under the Companies Act 1948 to 1967. Pursuant to The Barclays Bank Act 1984, on January 1,
1985, Barclays Bank was re-registered as a public limited company and its name was changed from
"Barclays Bank International Limited" to "Barclays Bank PLC".

The Issuer and its subsidiary undertakings (taken together, the "Group") is a major global financial
services provider engaged in retail and commercial banking, credit cards, investment banking, wealth
management and investment management services. The whole of the issued ordinary share capital of the
Issuer is beneficially owned by Barclays PLC, which is the ultimate holding company of the Group and
one of the largest financial services companies in the world by market capitalisation.

The short term unsecured obligations of the Issuer are rated A-1+ by Standard & Poor’s, P-1 by Moody’s
and F1+ by Fitch Ratings Limited and the long-term obligations of the Issuer are rated AA by Standard &
Poor’s, Aa1 by Moody’s and AA+ by Fitch Ratings Limited.

Based on the Group’s audited financial information for the year ended December 31, 2006, the Group had
total assets of £996,503 million (2005: £924,170 million), total net loans and advances 1 of £313,226
million (2005: £300,001 million), total deposits2 of £336,316 million (2005: £313,811 million), and total
shareholders’ equity of £27,106 million (2005: £24,243 million) (including minority interests of £1,685
million (2005: £1,578 million). The profit before tax of the Group for the year ended December 31, 2006
was £7,197 million (2005: £5,311 million) after charging an impairment loss on loans and advances, other
credit provisions and on available for sale assets of £2,154 million (2005: £1,571 million). The financial
information in this paragraph is extracted from the audited 2006 Issuer Annual Report.

Based on the Group’s unaudited financial information for the period ended June 30, 2007, the Group had
total assets of £1,158,539 million (June 2006: £986,375 million), total net loans and advances 3 of
£364,434 million (June 2006: £317,427 million), total deposits 4 of £380,079 million (June 2006:
£339,421 million), and total shareholders’ equity of £28,789 million (June 2006: £25,790 million)
(including minority interests of £1,810 million (June 2006: £1,608 million)). The profit before tax of the
Group for the period ended June 30, 2007 was £4,128 million (June 2006: £3,700 million) after
impairment charges on loans and advances and other credit provisions of £959 million (June 2006: £1,057
million). The financial information in this paragraph is extracted from the unaudited Results
Announcement of the Group for the half year ended June 30, 2007.

Recent Developments, competition and regulatory matters

Acquisitions


1
  Total net loans and advances include balances relating to both banks and customers.
2
  Total deposits include deposits from banks and customer accounts.
3
  Total net loans and advances include balances relating to both banks and customers.
4
  Total deposits include deposits from banks and customer accounts.



                                                                       84
On November 1, 2006, the Issuer acquired the U.S. mortgage servicing business of HomEq servicing
Corporation from Wachovia Corporation.

On February 8, 2007, the Issuer completed the acquisition of Indexchange Investment AG, Germany’s
leading provider of exchange traded funds, from Bayerische Hypo- und Vereinsbank.

On March 30, 2007, the Issuer completed the acquisition of EquiFirst Corporation, the non-prime
mortgage origination business of Regions Financial Corporation.

Disposals

On January 1, 2006, the Issuer completed the sale of the Barclays South African branch business to Absa
Group Limited. This consists of the Barclays Capital South African operations and Corporate and
Business Banking activities previously carried out by the South African branch of International Retail and
Commercial Banking excluding Absa together with the associated assets and liabilities.

On July 25, 2006, Barclays Asset & Sales Finance ("BA&SF") disposed of its interest in its vehicle
leasing business, Appleyard Finance Holdings Limited.

On December 22, 2006, the Issuer disposed of its interest in FirstCaribbean International Bank to
Canadian Imperial Bank of Commerce.

On December 31, 2006, BA&SF disposed of its European Vendor Finance business, including Barclays
Industrie Bank GmbH and Barclays Technology Finance Ltd, to CIT Group.

On April 4, 2007, the Issuer’s credit card and consumer lending business, Barclaycard, sold part of the
Monument credit card portfolio and associated servicing capabilities to CompuCredit International
Acquisition Corporation and CompuCredit UK Limited, which are both subsidiaries of CompuCredit
Corporation.

Recent developments

On October 5, 2007, Barclays PLC ("Barclays") announced that as at October 4, 2007 not all of the
conditions relating to its offer for ABN AMRO Holding N.V. were fulfilled and as a result Barclays was
withdrawing its offer with immediate effect. Barclays also announced that it was restarting the Barclays
share buyback programme to immunize the dilutive effect of the issuance of shares to China Development
Bank and Temasek Holdings (Private) Limited ("Temasek") on existing Barclays shareholders.

On August 14, 2007 China Development Bank invested EUR 2.2 billion (£1.5 billion) in Barclays
through a subscription for 201,388,889 Barclays ordinary shares, at a price of £7.20 per share. China
Development Bank will be entitled to nominate a Barclays Non-executive Director, and will be free to
acquire additional shares in Barclays on the open market subject to a standstill agreement limiting its
shareholding to below 10 per cent. for three years from July 23, 2007. China Development Bank has
agreed not to enter into a business collaboration agreement of a similar nature with another major banking
institution with global operations.

On August 14, 2007 Temasek invested EUR 1.4 billion (£1.0 billion) in Barclays through a subscription
for 135,416,667 Barclays ordinary shares at a price of £7.20 per share.




                                                   85
On June 18, 2007 the Issuer announced it had entered into an agreement to sell a 50% shareholding in
Intelenet Global Services Pvt Ltd. Completion is subject to the receipt of applicable regulatory approval
and is expected in the second half of 2007.

On May 21, 2007, the Issuer announced that it had signed an agreement to acquire Walbrook Group
Limited, an independent fiduciary services company based in Jersey, Guernsey, the Isle of Man and Hong
Kong.

Competition and regulatory matters

The scale of regulatory change remains challenging, arising in part from the implementation of some key
European Union ("EU") directives. Many changes to financial services legislation and regulation have
come into force in recent years and further changes will take place in the near future.

Concurrently, there is continuing political and regulatory scrutiny of the operation of the retail banking
and consumer credit industries in the UK and elsewhere. The nature and impact of future changes in
policies and regulatory action are not predictable and beyond the Group’s control but could have an
impact on the Group’s businesses and earnings.

In the EU as a whole, there was an inquiry into retail banking in all of the then 25 Member States by the
European Commission’s Directorate General for Competition. The inquiry looked at retail banking in
Europe generally and the Group has fully co-operated with the inquiry. On January 31, 2007 the European
Commission announced that the inquiry had identified barriers to competition in certain areas of retail
banking, payment cards and payment systems in the EU. The European Commission indicated it will use
its powers to address these barriers, and will encourage national competition authorities to enforce
European and national competition laws where appropriate. Any action taken by the European
Commission and national competition authorities could have an impact on the payment cards and
payment systems businesses of the Group and on its retail banking activities in the EU countries in which
it operates.

In the UK, in September 2005 the Office of Fair Trading ("OFT") received a super-complaint from the
Citizens Advice Bureau relating to payment protection insurance ("PPI"). As a result, the OFT
commenced a market study on PPI in April 2006. In October 2006, the OFT announced the outcome of
the market study and, following a period of consultation, the OFT referred the PPI market to the UK
Competition Commission for an in-depth inquiry on February 7, 2007. This inquiry could last for up to
two years. Also in October 2006, the FSA published the outcome of its broad industry thematic review of
PPI sales practices in which it concluded that some firms fail to treat customers fairly. The Group has
cooperated fully with these investigations and will continue to do so.

In April 2006 the OFT commenced a review of the undertakings given following the conclusion of the
Competition Commission Inquiry in 2002 into the supply of banking services to Small and Medium
Enterprises (SMEs). Based on the OFT’s report, the Competition Commission issued its preliminary
decision on 22nd August, 2007, and provisionally decided to release the UK’s four largest clearing banks
(including Barclays) from most of the Transitional Undertakings given by them in 2002. The
Competition Commission’s final decision is expected during the second half of December 2007.

The OFT has carried out investigations into Visa and MasterCard credit card interchange rates. The
decision by the OFT in the MasterCard interchange case was set aside by the Competition Appeals
Tribunal in June 2006. The OFT’s investigation in the Visa interchange case is at an earlier stage and a
second MasterCard interchange case is ongoing. The outcome is not known but these investigations may


                                                   86
have an impact on the consumer credit industry in general and therefore on the Group’s business in this
sector. On February 9, 2007 the OFT announced that it was expanding its investigation into interchange
rates to include debit cards.

On April 1, 2007, the UK consumer interest association known as Which? submitted a super-complaint to
the OFT pursuant to the Enterprise Act 2000. The super-complaint criticises the various ways in which
credit card companies calculate interest charges on credit card accounts. On June 26, 2007, the OFT
announced a new programme of work with the credit card industry and consumer bodies in order to make
the costs of credit cards easier for consumers to understand. This OFT decision follows the receipt by the
OFT of the super-complaint from Which? This new work will explore the issues surrounding the costs of
credit for credit cards including purchases, cash advances, introductory offers and payment allocation.
The OFT’s programme of work is expected to take six months.

The OFT announced the findings of its investigation into the level of late and over-limit fees on credit
cards on April 5, 2006, requiring a response from credit card companies by May 31, 2006. Barclaycard
responded by confirming that it would reduce its late and over-limit fees on credit cards.

On September 7, 2006, the OFT announced that it had decided to undertake a fact find on the application
of its statement on credit card fees to current account unauthorised overdraft fees. The fact find was
completed in March 2007. On March 29, 2007, the OFT announced its decision to conduct a formal
investigation into the fairness of bank current account charges. The OFT announced a market study into
personal current accounts ("PCAs") in the UK on April 26, 2007. The market study will look at: (i)
whether the provision of "free if in credit" PCAs delivers sufficiently high levels of transparency and
value for customers; (ii) the implications for competition and consumers if there were to be a shift away
from "free if in credit" PCAs; (iii) the fairness and impact on consumers generally of the incidence, level
and consequences of account charges; and (iv) what steps could be taken to improve customers’ ability to
secure better value for money, in particular to help customers make more informed current account
choices and drive competition. The study will focus on PCAs but will include an examination of other
retail banking products, in particular savings accounts, credit cards, personal loans and mortgages in order
to take into account the competitive dynamics of UK retail banking.

On July 27, 2007, the OFT commenced High Court proceedings by agreement with Barclays and seven
other banks and building societies in which both the OFT and the banks and building societies seek
declarations on legal issues arising from the banks’ terms and conditions relating to overdraft charges.
Specifically, those declarations will address key aspects of the applicability of the Unfair Terms in
Consumer Contracts Regulations to those terms and conditions and the question of whether such terms
are capable of amounting to unlawful penalty charges. A waiver in relation to complaints handling has
been agreed by the Financial Services Authority ("FSA"), together with a standstill of FOS complaints.
The first part of the action is to be heard during a 3-week trial commencing on January 14, 2008. The test
case does not currently encompass claims from local, medium or larger business customers and these
cases are not stayed. There is no current intention to include such matters in the test case as their
circumstances differ.

The proceedings will run in parallel with the ongoing OFT dual inquiry into unauthorised overdraft
charges and PCAs. As the purpose of the proceedings is to seek to clarify the legitimacy of the banks’
overdraft charging provisions, the banks are seeking a stay of all pending county court litigation in
relation to such matters. The Financial Ombudsman Service has agreed to suspend reviews of such cases
and the FSA has granted complaints handling waivers in respect of all complaints on the same issues
pending conclusion of the test case.



                                                    87
On January 26, 2007, the FSA issued a statement of good practice relating to mortgage exit administration
fees. Barclays will charge the fee applicable at the time the customer took out the mortgage, which is one
of the options recommended by the FSA.

Directors

The Directors of the Issuer, each of whose business address is 1 Churchill Place, London E14 5HP, their
functions in relation to the Group and their principal outside activities (if any) of significance to the
Group are as follows:

Name                                Function(s) within the Group        Principal outside activity

Marcus Agius                        Chairman                            Non-Executive Director, British
                                                                        Broadcasting Corporation

John Varley                         Group Chief Executive               Non-Executive Director,
                                                                        AstraZeneca PLC

Christopher Lucas                   Group Finance Director              —

Robert E. Diamond Jr.               President, Barclays PLC, CEO,       —
                                    Investment Banking and
                                    Investment Management

Frederik (Frits) Seegers            Chief Executive, Global Retail      —
                                    and Commercial Banking

Gary Hoffman                        Group Vice Chairman                 Non-Executive Director, Trinity
                                                                        Mirror PLC, Director, Visa
                                                                        Europe Limited, Director, Visa
                                                                        Europe Services Inc.

Sir Nigel Rudd DL                   Deputy Chairman, Non-               Chairman, Pendragon PLC, Non-
                                    Executive Director                  Executive Director, BAE
                                                                        Systems PLC, Chairman, BAA
                                                                        Limited

Sir Richard Broadbent               Senior Independent Director and     Chairman, Arriva plc
                                    Non-Executive Director

David Booth                         Non-Executive Director              —

Leigh Clifford                      Non-Executive Director              Chairman, Qantas Airways

Fulvio Conti                        Non-Executive Director              Chief Executive Officer, Enel
                                                                        SpA

Dr Daniel Cronjé                    Non-Executive Director              Non-Executive Director, TSB
                                                                        Sugar RSA Limited

Professor Dame Sandra Dawson        Non-Executive Director              KPMG Professor of Management


                                                   88
                                                                        Studies at the University of
                                                                        Cambridge

Sir Andrew Likierman                Non-Executive Director              Professor of Management
                                                                        Practice in Accounting, London
                                                                        Business School, Non-Executive
                                                                        Director, Bank of England

Stephen Russell                     Non-Executive Director              Non-Executive Director,
                                                                        Network Rail Limited

Sir John Sunderland                 Non-Executive Director              Chairman, Cadbury Schweppes
                                                                        PLC, Director, Confederation of
                                                                        British Industry

No potential conflicts of interest exist between any duties to the Issuer of the Board of Directors listed
above and their private interests or other duties.

Employees

The average number of persons employed by the Group worldwide during 2006, excluding agency staff,
was 118,600 (2005: 92,800).

Additional Information

The whole of the issued ordinary share capital of Barclays Bank PLC is beneficially owned by Barclays
PLC which is the ultimate holding company and one of the largest financial services companies in the
world by market capitalisation. The principal trading market for Barclays PLC ordinary shares is the
London Stock Exchange. Ordinary share listings were also obtained on the Tokyo Stock Exchange and the
New York Stock Exchange with effect from September 9, 1986.

Barclays PLC and the Issuer are subject to the informational requirements of the Exchange Act, and in
accordance therewith file reports and other information with the United States Securities and Exchange
Commission (the "Commission"). Such reports and other information can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20594 and at the Commission’s regional offices in New York, New York and Chicago, Illinois. ]




                                                   89
                                                TAXATION



United Kingdom

The following applies only to persons who are the beneficial owners of Notes and is a summary of
the Issuer's understanding of current law and practice of Her Majesty's Revenue and Customs
("HMRC") in the United Kingdom relating to certain aspects of United Kingdom taxation. Some
aspects do not apply to certain classes of person (such as dealers and persons connected with the
Issuer) to whom special rules may apply. Prospective Noteholders who may be subject to tax in a
jurisdiction other than the United Kingdom or who may be unsure as to their tax position should
seek their own professional advice.

Payment of Interest on the Notes

The Issuer, provided that it continues to be a bank within the meaning of section 991 of the Income Tax
Act 2007 (the "Act"), and provided that the interest on the Notes is paid in the ordinary course of its
business within the meaning of section 878 of the Act, will be entitled to make payments of interest
without withholding or deduction for or on account of United Kingdom income tax.

Payments of interest on the Notes may be made without deduction of or withholding on account of United
Kingdom income tax, provided that the Notes are and continue to be listed on a "recognised stock
exchange", within the meaning of section 1005 of the Act. The Irish Stock Exchange is a recognised stock
exchange. The Notes will satisfy this requirement if they are officially listed by in Ireland in accordance
with provisions corresponding to those generally applicable in EEA states and are admitted to trading on
the Irish Stock Exchange. Provided, therefore, that the Notes remain so listed, interest on the Notes will
be payable without withholding or deduction on account of United Kingdom tax whether or not the Issuer
carries on a banking business in the United Kingdom and whether or not the interest is paid in the
ordinary course of its business

Interest on Notes may also be paid without withholding or deduction for or on account of United
Kingdom tax where interest on Notes is paid by a company and at the time the payment is made, the
Issuer reasonably believes (and any person by or through whom interest on Notes is paid reasonably
believes) that the beneficial owner is within the charge to United Kingdom corporation tax as regards the
payment of interest; provided that HMRC has not given a direction (in circumstances where it has
reasonable grounds to believe that the above exemption is not available in respect of such payment of
interest at the time the payment is made) that the interest should be paid under deduction of tax.

Interest on Notes may also be paid without withholding or deduction on account of United Kingdom tax
where the maturity of the Notes is less than 365 days.

In other cases, an amount is generally withheld from payments of interest on Notes on account of United
Kingdom income tax at the savings rate (currently 20 per cent.). However, where an applicable double
tax treaty provides for a lower rate of withholding tax (or for no tax to be withheld) in relation to a
Noteholder, HMRC can issue a notice to the Issuer to pay interest to the Noteholder without deduction of
tax (or for interest to be paid with tax deducted at the rate provided for in the relevant double tax treaty).




                                                     90
Noteholders may wish to note that, in certain circumstances, HMRC has power to obtain information
(including the name and address of the beneficial owner of the interest) from any person in the United
Kingdom who either pays or credits interest to or receives interest for the benefit of a Noteholder. HMRC
also has power to obtain information from any person in the United Kingdom who pays amounts payable
on the redemption of Notes which are deeply discounted securities for the purposes of the Income Tax
(Trading and Other Income) Act 2005 to or receives such amounts for the benefit of another person
although HMRC published practice indicates that HMRC will not exercise its power to require this
information where such amounts are paid on or before April 5, 2008. Such information may include the
name and address of the beneficial owner of the amount payable on redemption. Any information
obtained may, in certain circumstances, be exchanged by HMRC with the tax authorities of the
jurisdiction in which the Noteholder is resident for tax purposes.

Interest on Notes may constitute United Kingdom source income for tax purposes and, as such, may be
subject to income tax by direct assessment even where paid without withholding.

However, interest with a United Kingdom source received without deduction or withholding on account
of United Kingdom tax will not be chargeable to United Kingdom tax in the hands of a Noteholder (other
than certain trustees) who is not resident for tax purposes in the United Kingdom unless that Noteholder
carries on a trade, profession or vocation in the United Kingdom through a United Kingdom branch,
agency or permanent establishment in connection with which the interest is received or to which the
Notes are attributable (and where that Noteholder is a company, unless that Noteholder carries on a trade
in the United Kingdom through a permanent establishment in connection with which the interest is
received or to which the Notes are attributable). There are certain exemptions for interest received by
certain categories of agent (such as some brokers and investment managers). The provisions of an
applicable double taxation treaty may also be relevant for such Noteholders.

EU Savings Directive

Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are required
to provide to the tax authorities of another Member State details of payments of interest (or similar
income) paid by a person within its jurisdiction to an individual resident in that other Member State.
However, for a transitional period, Belgium, Luxembourg and Austria are instead required (unless during
that period they elect otherwise) to operate a withholding system in relation to such payments (the ending
of such transitional period being dependent upon the conclusion of certain other agreements relating to
information exchange with certain other countries). A number of non-EU countries and territories
including Switzerland have agreed to adopt similar measures (a withholding system in the case of
Switzerland).

United States Federal Income Taxation

General

Any U.S. federal tax discussion in this Information Memorandum was not intended or written to be
used, and cannot be used, by any taxpayer for purposes of avoiding U.S. federal income tax
penalties that may be imposed on the taxpayer. Any such tax discussion was written to support the
promotion or marketing of the Notes to be issued or sold pursuant to this Information
Memorandum. Each taxpayer should seek advice based on the taxpayer's particular circumstances
from an independent tax advisor.




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The following is a general summary of the principal U.S. federal income tax consequences that may be
relevant with respect to the purchase, ownership and disposition of the Notes by an initial holder of a
Note. This summary addresses only the U.S. federal income tax considerations of holders that acquire the
Notes at their original issuance and that will hold the Notes as capital assets.

This summary does not purport to address all U.S. federal income tax matters that may be relevant to a
particular holder of Notes. This summary does not address tax considerations applicable to U.S. Holders
that may be subject to special tax rules including, without limitation, the following: (i) financial
institutions; (ii) insurance companies; (iii) dealers or traders in stocks, securities or currencies or notional
principal contracts; (iv) regulated investment companies; (v) tax-exempt entities; (vi) persons that will
hold the Notes as part of a "hedging" or "conversion" transaction or as a position in a "straddle" or as a
part of a "synthetic security" or other integrated transaction for U.S. federal income tax purposes; (vii)
persons that have a "functional currency" other than the U.S. dollar; (viii) real estate investment trusts; (ix)
persons that own (or are deemed to own) ten per cent. or more of the voting shares (or interests treated as
equity) of the Issuer and (x) partnerships, pass-through entities, or persons that hold Notes through pass-
through entities. Further, this summary does not address alternative minimum tax consequences or the
indirect effects on the holders of equity interests in an U.S. Holder.

This summary is based on the United States Internal Revenue Code of 1986, as amended (the "Code"),
U.S. Treasury Regulations and judicial and administrative interpretations thereof, in each case as in effect
and available on the date of this Information Memorandum. All of the foregoing are subject to change,
which change could apply retroactively and could affect the tax consequences described below.

No statutory, judicial or administrative authority directly addresses the characterisation of the Notes or
instruments similar to the Notes for U.S. federal income tax purposes. As a result, significant aspects of
the U.S. federal income tax consequences of an investment in the Notes are not certain. No ruling is being
requested from the U.S. Internal Revenue Service (the "IRS") with respect to the Notes and no assurance
can be given that the IRS will agree with the conclusions expressed herein. Further, no opinion is being
given regarding the characterisation of the Notes for U.S. federal income tax purposes. The balance of
this discussion, unless otherwise specified, assumes that the Notes will be treated as debt for U.S. federal
income tax purposes. It is possible that the IRS could seek to characterise the Notes in a manner that
results in tax consequences different from those described below. See "Possible Alternative
Characterisations of the Notes" below.

Accordingly, a prospective investor in the Notes should consult its tax advisor in determining the
tax consequences of an investment in the Notes, including the application of state, local or other tax
laws and the proper characterisation of the Notes for tax purposes.

For the purposes of this summary, a "U.S. Holder" is a beneficial owner of a Note that is, for U.S. federal
income tax purposes: (i) a citizen or resident of the United States; (ii) corporation or other entity treated as
a corporation created or organised in or under the laws of the U.S. or any state thereof (including the
District of Columbia); (iii) an estate the income of which is subject to U.S. federal income taxation
regardless of its source; or (iv) a trust if (x) a court within the U.S. is able to exercise primary supervision
over its administration and (y) one or more U.S. persons have the authority to control all of the substantial
decisions of such trust. If a partnership holds Notes, the tax treatment of a partner will generally depend
upon the status of the partner and upon the activities of the partnership. Partners of partnerships holding
Notes should consult their tax advisor. A "Non-U.S. Holder" is a beneficial owner of Notes that is not an
U.S. Holder.




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Taxation of U.S. Holders

The application of the contingent payment debt instrument ("CPDI") rules to the Notes will depend upon
the specific terms of the Notes under the applicable Contractual Terms of Issue. Where a Note is treated
as                                                                                                     a
non-contingent debt instrument (and, thus, not subject to the CPDI rules), the following rules apply.

Payments of Interest

Interest paid on a Note, other than interest on a "Discount Note" that is not "qualified stated interest"
(each as defined below under "Original Issue Discount—General"), will be taxable to a U.S. Holder as
ordinary interest income at the time it is received or accrued, depending on the U.S. Holder's method of
accounting for U.S. federal income tax purposes.

A U.S. Holder utilising the cash method of accounting for U.S. federal income tax purposes that receives
an interest payment denominated in a currency other than U.S. dollars (a "foreign currency") will be
required to include in income the U.S. dollar value of that interest payment, based on the exchange rate in
effect on the date of receipt, regardless of whether the payment is in fact converted into U.S. dollars.

If interest on a Note is payable in a foreign currency, an accrual basis U.S. Holder is required to include in
income the U.S. dollar value of the amount of interest income accrued on a Note during the accrual period.
An accrual basis U.S. Holder may determine the amount of the interest income to be recognised in
accordance with either of two methods. Under the first accrual method, the amount of income accrued
will be based on the average spot exchange rate in effect during the interest accrual period or, with respect
to an accrual period that spans two taxable years, the part of the period within the taxable year. Under the
second accrual method, the U.S. Holder may elect to determine the amount of income accrued on the
basis of the exchange rate in effect on the last day of the accrual period or, in the case of an accrual period
that spans two taxable years, the exchange rate in effect on the last day of the part of the period within the
taxable year. If the last day of the accrual period is within five business days of the date the interest
payment is actually received, an electing accrual basis U.S. Holder may instead translate that interest
expense at the exchange rate in effect on the day of actual receipt. Any election to use the second accrual
method will apply to all debt instruments held by the U.S. Holder at the beginning of the first taxable year
to which the election applies or thereafter acquired by the U.S. Holder and will be irrevocable without the
consent of the IRS.

A U.S. Holder utilising either of the foregoing two accrual methods will recognise ordinary income or
loss with respect to accrued interest income on the date of receipt of the interest payment (including a
payment attributable to accrued but unpaid interest upon the sale or retirement of a Note). The amount of
ordinary income or loss will equal the difference between the U.S. dollar value of the interest payment
received (determined on the date the payment is received or on the date the Note is disposed of) in respect
of the accrual period and the U.S. dollar value of interest income that has accrued during that accrual
period (as determined under the accrual method utilised by the U.S. Holder).

Foreign currency received as interest on the Notes will have a tax basis equal to its U.S. dollar value at the
time the interest payment is received. Gain or loss, if any, realised by a U.S. Holder on a sale or other
disposition of that foreign currency will be ordinary income or loss and will generally be income from
sources within the U.S. for foreign tax credit limitation purposes.

Interest on the Notes received by a U.S. Holder will be treated as foreign source income for the purposes
of calculating that holder's foreign tax credit limitation. The limitation on foreign taxes eligible for the


                                                     93
U.S. foreign tax credit is calculated separately with respect to specific classes of income. The rules
relating to foreign tax credits and timing thereof are complex. U.S. Holders should consult their own tax
advisors regarding the availability of a foreign tax credit in their particular situation.

Original Issue Discount

General. A Note, other than a Note with a term of one year or less (a "Short-Term Note"), will be treated
as issued at an original issue discount ("OID" and a Note issued with OID, a "Discount Note") for U.S.
federal income tax purposes if the excess of the sum of all payments provided under the Note, other than
"qualified stated interest" payments (as defined below), over the "Issue Price" of the Note is more than a
"de minimis amount" (as defined below). "Qualified stated interest" is generally interest paid on a Note
that is unconditionally payable at least annually at a single fixed rate. The "Issue Price" of the Notes
under the applicable Contractual Terms of Issue will be the first price at which a substantial amount of
such Notes are sold to persons other than bond houses, brokers, or similar persons or organisations acting
in the capacity of underwriters, placement agents, or wholesalers. Special rules for "Variable Rates Notes"
are described below under "Original Issue Discount—Variable Rate Notes ".

In general, if the excess of the sum of all payments provided under the Note other than qualified stated
interest payments (the Note's "stated redemption price at maturity") over its Issue Price is less than one
quarter of one per cent. of the Note's stated redemption price at maturity multiplied by the number of
complete years to its maturity (the "de minimis amount"), then such excess, if any, constitutes "de
minimis OID" and the Note is not a Discount Note. Unless the election described below under "Election
to Treat All Interest as OID" is made, a U.S. Holder of a Note with de minimis OID must include such de
minimis OID in income as stated principal payments on the Note are made. The includable amount with
respect to each such payment will equal the product of the total amount of the Note's de minimis OID and
a fraction, the numerator of which is the amount of the principal payment made and the denominator of
which is the stated principal amount of the Note.

A U.S. Holder will be required to include OID on a Discount Note in income for U.S. federal income tax
purposes as it accrues calculated on a constant-yield method (described below) before the actual receipt of
cash attributable to that income, regardless of the U.S. Holder's method of accounting for U.S. federal
income tax purposes. Under this method, U.S. Holders generally will be required to include in income
increasingly greater amounts of OID over the life of Discount Notes.

The amount of OID includable in income by a U.S. Holder of a Discount Note is the sum of the daily
portions of OID with respect to the Note for each day during the taxable year or portion of the taxable
year on which the U.S. Holder holds that Note ("accrued OID"). The daily portion is determined by
allocating to each day in any "accrual period" a pro rata portion of the OID allocable to that accrual
period. Accrual periods with respect to a Note may be of any length selected by the U.S. Holder and may
vary in length over the term of the Note as long as (i) no accrual period is longer than one year and (ii)
each scheduled payment of interest or principal on the Note occurs on either the final or first day of an
accrual period.

The amount of OID allocable to an accrual period equals the excess of (a) the product of the Note's
"adjusted issue price" at the beginning of the accrual period and the Note's yield to maturity (determined
on the basis of compounding at the close of each accrual period and properly adjusted for the length of the
accrual period) over (b) the sum of the payments of qualified stated interest on the Note allocable to the
accrual period. The "adjusted issue price" of a Note at the beginning of any accrual period is the Issue
Price of the Note increased by (x) the amount of accrued OID for each prior accrual period and decreased



                                                    94
by (y) the amount of any payments previously made on the Note that were not qualified stated interest
payments.

For the purposes of determining the amount of OID allocable to an accrual period, if an interval between
payments of qualified stated interest on the Note contains more than one accrual period, the amount of
qualified stated interest payable at the end of the interval (including any qualified stated interest that is
payable on the first day of the accrual period immediately following the interval) is allocated pro rata on
the basis of relative lengths to each accrual period in the interval, and the adjusted issue price at the
beginning of each accrual period in the interval must be increased by the amount of any qualified stated
interest that has accrued prior to the first day of the accrual period but that is not payable until the end of
the interval.

The amount of OID allocable to an initial short accrual period may be computed using any reasonable
method if all other accrual periods other than a final short accrual period are of equal length. The amount
of OID allocable to the final accrual period is the difference between (x) the amount payable at the
maturity of the Note (other than any payment of qualified stated interest) and (y) the Note's adjusted issue
price as of the beginning of the final accrual period.

OID for any accrual period on a Note that is denominated in, or determined by reference to, a foreign
currency will be determined in that foreign currency and then translated into U.S. dollars in the same
manner as interest payments accrued by an accrual basis U.S. Holder, as described under "Payments of
Interest" above. Upon receipt of an amount attributable to OID in these circumstances, a U.S. Holder may
recognise ordinary income or loss.

OID on a Discount Note will be treated as foreign source income for the purposes of calculating a
U.S. Holder's foreign tax credit limitation. The limitation on foreign taxes eligible for the U.S. foreign tax
credit is calculated separately with respect to specific classes of income. The rules relating to foreign tax
credits and timing thereof are complex. U.S. Holders should consult their own tax advisors regarding the
availability of a foreign tax credit in their particular situation.

Acquisition Premium. A U.S. Holder that purchases a Note for an amount less than or equal to the sum of
all amounts payable on the Note after the purchase date other than payments of qualified stated interest
but in excess of its adjusted issue price (as determined above under "Original Issue Discount—General")
(any such excess being "acquisition premium") and that does not make the election described below
under "Election to Treat All Interest as OID" will reduce the daily portions of OID by a fraction, the
numerator of which is the excess of the U.S. Holder's adjusted basis in the Note immediately after its
purchase over the adjusted issue price of the Note, and the denominator of which is the excess of the sum
of all amounts payable on the Note after the purchase date, other than payments of qualified stated interest,
over the Note's adjusted issue price.

Market Discount. A Note, other than a Short-Term Note, will be treated as purchased at a market discount
(a "Market Discount Note") if the Note's stated redemption price at maturity or, in the case of a Discount
Note, the Note's "revised issue price", exceeds the amount for which the U.S. Holder purchased the Note
by at least one quarter of one per cent. of such Note's stated redemption price at maturity or revised issue
price, respectively, multiplied by the number of complete years to the Note's maturity. If such excess is
not sufficient to cause the Note to be a Market Discount Note, then such excess constitutes "de minimis
market discount" and such Note is not subject to the rules discussed in the following paragraphs. For
these purposes, the "revised issue price" of a Note generally equals its Issue Price, increased by the
amount of any OID that has accrued on the Note.



                                                      95
Any gain recognised on the maturity or disposition of a Market Discount Note will be treated as ordinary
income to the extent that such gain does not exceed the accrued market discount on such Note.
Alternatively, a U.S. Holder of a Market Discount Note may elect to include market discount in income
currently over the life of the Note. Such an election will apply to all debt instruments with market
discount acquired by the electing U.S. Holder on or after the first day of the first taxable year to which the
election applies. This election may not be revoked without the consent of the IRS.

Market discount on a Market Discount Note will accrue on a straight-line basis unless the U.S. Holder
elects to accrue such market discount on a constant-yield method. Such an election will apply only to the
Note with respect to which it is made and may not be revoked. A U.S. Holder of a Market Discount Note
that does not elect to include market discount in income currently generally will be required to defer
deductions for interest on borrowings allocable to such Note in an amount not exceeding the accrued
market discount on such Note until the maturity or disposition of such Note.

Election to Treat All Interest as OID. A U.S. Holder may elect to include in gross income all interest that
accrues on a Note using the constant-yield method described above under the heading "Original Issue
Discount—General", with the modifications described below. For the purposes of this election, interest
includes stated interest, OID, de minimis OID, market discount, de minimis market discount and unstated
interest, as adjusted by any amortisable bond premium or acquisition premium.

In applying the constant-yield method to a Note with respect to which this election has been made, the
issue price of the Note will equal its cost to the electing U.S. Holder, the issue date of the Note will be the
date of its acquisition by the electing U.S. Holder, and no payments on the Note will be treated as
payments of qualified stated interest. This election will generally apply only to the Note with respect to
which it is made and may not be revoked without the consent of the IRS. If this election is made with
respect to a Note with "amortisable bond premium" (as defined below under "Notes Purchased at a
Premium"), then the electing U.S. Holder will be deemed to have elected to apply amortisable bond
premium against interest with respect to all debt instruments with amortisable bond premium (other than
debt instruments the interest on which is excludible from gross income) held by the electing U.S. Holder
as of the beginning of the taxable year in which the Note with respect to which the election is made is
acquired or thereafter acquired. The deemed election with respect to amortisable bond premium may not
be revoked without the consent of the IRS.

If the election to apply the constant-yield method to all interest on a Note is made with respect to a
Market Discount Note, the electing U.S. Holder will be treated as having made the election discussed
above under "Original Issue Discount—Market Discount" to include market discount in income currently
over the life of all debt instruments held or thereafter acquired by such U.S. Holder.

Variable Rate Notes . A "Variable Rate Note" is a Note that:

(a)     has an Issue Price that does not exceed the total non-contingent principal payments by more than
        the lesser of (i) the product of (x) the total non-contingent principal payments, (y) the number of
        complete years to maturity from the issue date and (z) 0.015, or (ii) 15 per cent. of the total non
        contingent principal payments; and

(b)     does not provide for stated interest other than stated interest compounded or paid at least annually
        at (i) one or more "qualified floating rates", (ii) a single fixed rate and one or more qualified
        floating rates, (iii) a single "objective rate" or (iv) a single fixed rate and a single objective rate
        that is a "qualified inverse floating rate".



                                                      96
A qualified floating rate or objective rate in effect at anytime during the term of the instrument must be
set at a "current value" of that rate. A "current value" of a rate is the value of the rate on any day that is
no earlier than three months prior to the first day on which that value is in effect and no later than one
year following that first day.

A variable rate is a "qualified floating rate" if (i) variations in the value of the rate can reasonably be
expected to measure contemporaneous variations in the cost of newly borrowed funds in the currency in
which the Note is denominated or (ii) it is equal to the product of such a rate and either (a) a fixed
multiple that is greater than 0.65 but not more than 1.35, or (b) a fixed multiple greater than 0.65 but not
more than 1.35, increased or decreased by a fixed rate. If a Note provides for two or more qualified
floating rates that (i) are within 0.25 percentage points of each other on the issue date or (ii) can
reasonably be expected to have approximately the same values throughout the term of the Note, the
qualified floating rates together constitute a single qualified floating rate. A rate is not a qualified floating
rate, however, if the rate is subject to certain restrictions (including caps, floors, governors, or other
similar restrictions) unless such restrictions are fixed throughout the term of the Note or are not
reasonably expected to significantly affect the yield on the Note.

An "objective rate" is a rate, other than a qualified floating rate, that is determined using a single fixed
formula and that is based on objective financial or economic information that is not within the control of
or unique to the circumstances of the Issuer or a related party (such as dividends, profits or the value of
the Issuer's stock). A variable rate is not an objective rate, however, if it is reasonably expected that the
average value of the rate during the first half of the Note's term will be either significantly less than or
significantly greater than the average value of the rate during the final half of the Note's term. An
objective rate is a "qualified inverse floating rate" if (i) the rate is equal to a fixed rate minus a qualified
floating rate, and (ii) the variations in the rate can reasonably be expected to inversely reflect
contemporaneous variations in the qualified floating rate.

If interest on a Note is stated at a fixed rate for an initial period of one year or less followed by either a
qualified floating rate or an objective rate for a subsequent period and (i) the fixed rate and the qualified
floating rate or objective rate have values on the issue date of the Note that do not differ by more than
0.25 percentage points or (ii) the value of the qualified floating rate or objective rate is intended to
approximate the fixed rate, the fixed rate and the qualified floating rate or the objective rate constitute a
single qualified floating rate or objective rate.

In general, if a Variable Rate Note provides for stated interest at a single qualified floating rate or
objective rate, all stated interest on the Note is qualified stated interest and the amount of OID, if any, is
determined under the rules applicable to fixed rate debt instruments by using, in the case of a qualified
floating rate or qualified inverse floating rate, the value as of the issue date of the qualified floating rate or
qualified inverse floating rate, or, in the case of any other objective rate, a fixed rate that reflects the yield
reasonably expected for the Note.

If a Variable Rate Note does not provide for stated interest at a single qualified floating rate or a single
objective rate and also does not provide for interest payable at a fixed rate (other than at a single fixed rate
for an initial period), the amount of interest and OID accruals on the Note are generally determined by (i)
determining a fixed rate substitute for each variable rate provided under the Variable Rate Note (generally,
the value of each variable rate as of the issue date or, in the case of an objective rate that is not a qualified
inverse floating rate, a rate that reflects the reasonably expected yield on the Note), (ii) constructing the
equivalent fixed rate debt instrument (using the fixed rate substitutes described above), (iii) determining
the amount of qualified stated interest and OID with respect to the equivalent fixed rate debt instrument,
and (iv) making the appropriate adjustments for actual variable rates during the applicable accrual period.


                                                       97
If a Variable Rate Note provides for stated interest either at one or more qualified floating rates or at a
qualified inverse floating rate, and in addition provides for stated interest at a single fixed rate (other than
at a single fixed rate for an initial period), the amount of interest and OID accruals are determined as in
the immediately preceding paragraph with the modification that the Variable Rate Note is treated, for the
purposes of the first three steps of the determination, as if it provided for a qualified floating rate (or a
qualified inverse floating rate, as the case may be) rather than the fixed rate. The qualified floating rate (or
qualified inverse floating rate) replacing the fixed rate must be such that the fair market value of the
Variable Rate Note as of the issue date would be approximately the same as the fair market value of an
otherwise identical debt instrument that provides for the qualified floating rate (or qualified inverse
floating rate) rather than the fixed rate.

Prospective purchasers should consult their own tax advisors regarding the applicability and
consequences of the variable rate debt instrument rules to any of the Notes issued under the
Programme.

Notes Subject to Redemption. If the Notes are redeemable at the option of the Issuer prior to their maturity
(other than upon the occurrence of a Credit Event) or are repayable at the option of the U.S. Holder prior
to their stated maturity, such Notes may be subject to rules that are different from the general rules
discussed above. Investors intending to purchase Notes with such features should consult their own
tax advisors, since the OID consequences will depend, in part, on the particular terms and features
of the purchased Notes.

Short-Term Notes. Short-Term Notes will be treated as having been issued with OID. In general, an
individual or other cash method U.S. Holder is not required to accrue such OID unless the U.S. Holder
elects to do so. If such an election is not made, any gain recognised by the U.S. Holder on the sale,
exchange or maturity of the Short-Term Note will be ordinary income to the extent of the OID accrued on
a straight-line basis, or upon election under the constant yield method (based on daily compounding),
through the date of sale or maturity, and a portion of the deductions otherwise allowable to the
U.S. Holder for interest on borrowings allocable to the Short-Term Note will be deferred until a
corresponding amount of income is realised. U.S. Holders who report income for U.S. federal income tax
purposes under the accrual method, and certain other holders including banks and dealers in securities, are
required to accrue OID on a Short-Term Note on a straight-line basis unless an election is made to accrue
the original issue discount under a constant yield method (based on daily compounding).

Notes Purchased at a Premium

A U.S. Holder that purchases a Note for an amount in excess of its principal amount may elect to treat
such excess as "amortisable bond premium". If such election is made, the amount required to be
included in the U.S. Holder's income each year with respect to interest on the Note will be reduced by the
amount of amortisable bond premium allocable (based on the Note's yield to maturity) to such year. In the
case of a Note that is denominated in, or determined by reference to, a foreign currency, amortisable bond
premium will be computed in units of foreign currency, and amortisable bond premium will reduce
interest income in units of foreign currency. At the time amortisable bond premium offsets interest income,
a U.S. Holder realises exchange gain or loss (taxable as ordinary income or loss) equal to the difference
between exchange rates at that time and at the time of the acquisition of the Notes. Any election to
amortise bond premium will apply to all bonds (other than bonds the interest in which is excludible from
gross income) held by the U.S. Holder at the beginning of the first taxable year to which the election
applies or thereafter acquired by the U.S. Holder and is irrevocable without the consent of the IRS.




                                                      98
Sale, Exchange or Retirement of the Notes

A U.S. Holder's tax basis in a Note will generally equal its "U.S. dollar cost", increased by the amount of
any OID or market discount included in the U.S. Holder's income with respect to the Note and the amount,
if any, of income attributable to de minimis OID and de minimis market discount included in the U.S.
Holder's income with respect to the Note (each as determined above), and reduced by the amount of any
payments with respect to the Note that are not qualified stated interest payments and the amount of any
amortisable bond premium applied to reduce interest on the Note. The "U.S. dollar cost" of a Note
purchased with a foreign currency will generally be the U.S. dollar value of the purchase price on the date
of purchase or, in the case of Notes traded on an established securities market (as defined in the applicable
U.S. Treasury Regulations) that are purchased by a cash basis U.S. Holder (or an accrual basis U.S.
Holder that so elects), on the settlement date for the purchase.

A U.S. Holder will generally recognise gain or loss on the sale, exchange or retirement of a Note equal to
the difference between the amount realised on the sale, exchange or retirement and the tax basis of the
Note. The amount realised on the sale, exchange or retirement of a Note for an amount in foreign
currency will be the U.S. dollar value of that amount on (1) the date the payment is received in the case of
a cash basis U.S. Holder, (2) the date of disposition in the case of an accrual basis U.S. Holder, or (3) in
the case of Notes traded on an established securities market (as defined in the applicable U.S. Treasury
Regulations), that are sold by a cash basis U.S. Holder (or an accrual basis U.S. Holder that so elects), on
the settlement date for the sale.

Gain or loss recognised by a U.S. Holder on the sale, exchange or retirement of a Note that is attributable
to changes in currency exchange rates will be ordinary income or loss and will consist of OID exchange
gain or loss and principal exchange gain or loss. OID exchange gain or loss will equal the difference
between the U.S. dollar value of the amount received on the sale, exchange or retirement of a Note that is
attributable to accrued but unpaid OID as determined by using the exchange rate on the date of the sale,
exchange or retirement and the U.S. dollar value of accrued but unpaid OID as determined by the
U.S. Holder under the rules described above under "Original Issue Discount—General". Principal
exchange gain or loss will equal the difference between the U.S. dollar value of the U.S. Holder's
purchase price of the Note in foreign currency determined on the date of the sale, exchange or retirement,
and the U.S. dollar value of the U.S. Holder's purchase price of the Note in foreign currency determined
on the date the U.S. Holder acquired the Note. The foregoing foreign currency gain or loss will be
recognised only to the extent of the total gain or loss realised by the U.S. Holder on the sale, exchange or
retirement of the Note, and will generally be treated as from sources within the U.S. for U.S. foreign tax
credit limitation purposes.

Any gain or loss recognised by a U.S. Holder in excess of foreign currency gain recognised on the sale,
exchange or retirement of a Note would generally be U.S. source capital gain or loss (except to the extent
such amounts are attributable to market discount, accrued but unpaid interest, or subject to the general
rules governing contingent payment obligations). Prospective investors should consult their own tax
advisors with respect to the treatment of capital gains (which may be taxed at lower rates than
ordinary income for taxpayers who are individuals, trusts or estates that held the Notes for more
than one year) and capital losses (the deductibility of which is subject to limitations).

A U.S. Holder will have a tax basis in any foreign currency received on the sale, exchange or retirement
of a Note equal to the U.S. dollar value of the foreign currency at the time of the sale, exchange or
retirement. Gain or loss, if any, realised by a U.S. Holder on a sale or other disposition of that foreign
currency will be ordinary income or loss and will generally be income from sources within the U.S. for
foreign tax credit limitation purposes.


                                                    99
In the event that a Credit Event occurs and less than the full principal amount of the Note is repaid (or a
Deliverable Obligations Portfolio whose fair market value is less than the original principal amount of the
Note is delivered), the character of the U.S. Holder's loss is unclear. Unless a specific Code provision
applies, capital loss treatment applies only to sales or exchanges. It is possible that the Note could be
treated as a worthless security, and thus the loss would be a capital loss for the holder under Section 165(g)
of the Code. If the Note is not a worthless security, it could be treated as a bad debt under Section 166 of
the Code in which case ordinary deduction for the loss would apply in the case of a corporate holder and
short-term capital loss deduction would apply in the case of a non-corporate holder. U.S. Holders of
Notes should consult their own tax advisors concerning the treatment of any such loss under their
specific circumstances.

Contingent Payment Debt Instrument

If a Note is treated as a CPDI, the Treasury Regulations governing the treatment of a CPDI (the "CPDI
Regulations") would cause the timing and character of income, gain or loss reported on a CPDI to
substantially differ from the timing and character of income, gain or loss reported on a non-contingent
payment debt obligation under general principles of current U.S. federal income tax law. In general, the
CPDI Regulations require a U.S. Holder to include future contingent and non-contingent interest
payments in income as such interest accrues based upon a projected payment schedule. Moreover, in
general, under the CPDI Regulations, any gain recognised by a U.S. Holder on the sale, exchange or
retirement of a contingent payment debt instrument will be treated as ordinary income and all or a portion
of any loss realised could be treated as ordinary loss as opposed to capital loss (depending upon the
circumstances).

Under the non-contingent bond method of the CPDI Regulations, for each accrual period prior to and
including the maturity date of the Note, the amount of interest that accrues, as OID, equals the product of
(i) the adjusted issue price and (ii) the "comparable yield" (adjusted for the length of the accrual period).
This amount is rateably allocated to each day in the accrual period and is includable as ordinary interest
income by an U.S. Holder for each day in the accrual period on which the U.S. Holder holds the Note.
The adjusted issue price for this purpose is equal to the Note's Issue Price, increased by the interest
previously made on the Note. The "comparable yield" is the annual yield that the issuer would pay, as of
the issue date, on a fixed rate debt instrument (non credit-linked) with terms equal to that of the Note.
Amounts treated as interest under the foregoing rules are treated as OID for all U.S. federal income tax
purposes.

Also under the non-contingent bond method of the CPDI Regulations, the Issuer would be required to
determine a schedule ("Schedule") of the projected amounts of payments ("Projected Payments") on the
Note. The Schedule must produce the comparable yield. If during any taxable year the sum of any actual
payments (including the fair market value of any property received in that year) with respect to the Note
for that taxable year (including, in the case of the taxable year which includes the maturity date of the
Note, the amount of cash received at maturity) exceeds the total amount of Projected Payments for that
taxable year, the difference will produce a "net positive adjustment", which will be treated as additional
interest for the taxable year. If the actual amount received in a taxable year is less than the amount of
Projected Payments for that taxable year, the difference will produce a "net negative adjustment", which
will (i) reduce the U.S. Holder's interest income for that taxable year and (ii) to the extent of any excess
after application of (i), give rise to an ordinary loss to the extent of the U.S. Holder's interest income on
the Note during the prior taxable years (reduced to the extent such interest was offset by prior net negative
adjustments). As a result of the classification of a Note as a contingent debt instrument subject to the non-
contingent bond method, any gain or loss realised on the sale or exchange of the Note may be treated as
ordinary income or loss, in whole or in part.


                                                    100
If a Credit Event occurs and less than the original principal amount is repaid (or a Deliverable Obligations
Portfolio whose fair market value is less than the original principal amount of the Note is delivered) on
the Note, the loss will be treated as an ordinary loss up to the amount of interest previously included in
income, and the balance will be a capital loss. All gain on the sale of a Note treated as a CPDI is treated as
interest income.

Prospective purchasers should consult their own tax advisors regarding the applicability and
consequences of the CPDI rules to any of the Notes issued under the Programme.

Possible Alternative Characterisations of the Notes

Because the U.S. federal income tax characterisation of the Notes is uncertain, it is possible that the IRS
would seek to characterise the Notes in a manner different from those described above. One possible
alternative characterisation would be to treat the Note as a combined non-contingent debt obligation of
the Issuer and credit default swap. Under this characterisation, the purchase price of the Note would be
allocated between the non-contingent debt obligation and the credit default swap according to their
relative fair market values. Similarly, payments received on the Notes would be allocated between the
amounts paid in respect of the non-contingent debt obligation and the amounts paid in respect of the
credit default swap. Although it is not entirely clear under the law how to make this determination, the
relative amounts possibly could be determined by comparing the yield on the Note with a comparable
yield of a fixed rate debt instrument (non credit linked) with terms equal to that of the Note. The
difference would reflect the amount attributable to the credit default swap. A U.S. Holder would include
income separately with respect to each instrument.

Under this alternative characterisation, the rules described above (other than the CPDI rules) apply to the
non-contingent debt obligation component. If the credit default swap is properly classified as a notional
principal contract for U.S. federal income tax purposes, a U.S. Holder must include the applicable portion
(as described above) of the interest payments that constitute periodic payments in the taxable year to
which they relate. Any payments received in respect of the credit default swap that constitute non-periodic
payments are amortised over the term of the swap or, if they are significant (as defined under applicable
U.S. Treasury Regulations), are treated as loans for U.S. federal income tax purposes. Termination
payments are generally recognised in the year the swap is extinguished, assigned or exchanged. Payments
on a notional principal contract are generally ordinary in character, except in the case of termination
payments. Income on a notional principal contract is generally sourced according to the residence of the
payee.

Among other characterisations, it is possible that the credit default swap component of the alternative
characterisation could be classified as a put option (rather than a notional principal contract) for
U.S. federal income tax purposes under which the Issuer is treated as making premium payments to the
U.S. Holder for the right to pay the Final Redemption Amount or Deliver the Deliverable Obligations
Portfolio, as the case may be, in the event a Credit Event occurs. Under this classification, the U.S. Holder
is required to include the portion of the payment it receives from the Issuer that are treated as put
premium as income when the put lapses (in which case the put premium would give rise to short-term
capital gain) or, if a Credit Event occurs, most likely upon the payment of Final Redemption Amount or
the Delivery of the Deliverable Obligations Portfolio (in which case capital loss or possibly gain would be
recognised). The source of gain or loss would generally be determined by reference to the residence of the
U.S. Holder.

U.S. Holders should consult their own tax advisors regarding the proper tax treatment of the Notes,
including any possible alternative characterisations of the Notes for tax purposes.


                                                     101
Non-U.S. Holders

A Non-U.S. Holder generally should not be subject to U.S. federal income or withholding tax on any
payments on the Notes and gain from the sale, redemption or other disposition of the Notes unless: (i) that
payment and/or gain is effectively connected with the conduct by that Non-U.S. Holder of a trade or
business in the U.S.; (ii) in the case of any gain realised on the sale or exchange of a Note by an
individual Non-U.S. Holder, that holder is present in the U.S. for 183 days or more in the taxable year of
the sale, exchange or retirement and certain other conditions are met; or (iii) the Non-U.S. Holder is
subject to tax pursuant to provisions of the Code applicable to certain expatriates. Non-U.S. Holders
should consult their own tax advisors regarding the U.S. federal income and other tax consequences
of owning Notes.

Backup Withholding and Information Reporting

Under current U.S. federal income tax law, backup withholding tax and information reporting
requirements apply in the case of certain non-corporate U.S. beneficial owners of a Note to certain
payments of principal of, and interest on, an obligation, and of proceeds of the sale of an obligation before
maturity. The Issuer, its agent, a broker, or any paying agent, as the case may be, may be required to
withhold tax from any payment that is subject to backup withholding if the U.S. Holder fails to furnish
the U.S. Holder's taxpayer identification number (usually on IRS Form W-9), to certify that such
U.S. Holder is not subject to backup withholding, or to otherwise comply with the applicable
requirements of the backup withholding rules. Certain U.S. Holders (including, among others,
corporations) are not subject to the backup withholding and information reporting requirements. Non-U.S.
Holders may be required to comply with applicable certification procedures to establish that they are not
U.S. Holders in order to avoid the application of such information reporting requirements and backup
withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup
withholding rules from a payment to an U.S. Holder generally may be claimed as a credit against such
U.S. Holder's U.S. federal income tax liability provided that the required information is furnished to the
IRS. U.S. Holders should consult their own tax advisors as to their qualification for exemption from
backup withholding and the procedure for obtaining an exemption.

IRS Disclosure Reporting Requirements

Certain U.S. Treasury Regulations relating to section 6011 of the Internal Revenue Code (the "Disclosure
Regulations") meant to require the reporting of certain tax shelter transactions ("Reportable
Transactions") could be interpreted to cover transactions generally not regarded as tax shelters. Under
the Disclosure Regulations it may be possible that certain transactions with respect to the Notes may be
characterised as Reportable Transactions requiring a Noteholder who is required to disclose such
transaction, such as a sale, exchange, retirement or other taxable disposition of a Note that results in a loss
that exceeds certain thresholds and other specified conditions are met. Prospective investors in the Notes
should consult with their own tax advisors to determine the tax return obligations, if any, with respect to
an investment in the Notes, including any requirement to file IRS Form 8886 (Reportable Transaction
Statement).

The above summary does not describe other tax consequences which will arise from purchasing,
holding and disposing of Notes because the precise terms of Notes will vary from issue to issue.
Persons who are unsure of their tax position are advised to consult their professional advisors.




                                                     102
                                BOOK-ENTRY CLEARING SYSTEMS

The information set out below is subject to any change in or reinterpretation of the rules, regulations and
procedures of DTC, Euroclear or Clearstream, Luxembourg (together, the "Clearing Systems") currently
in effect. The information in this section concerning the Clearing Systems has been obtained from sources
that the Issuer believes to be reliable, but neither the Issuer, nor any Programme Dealer takes any
responsibility for the accuracy thereof. Noteholders wishing to use the facilities of any of the Clearing
Systems are advised to confirm the continued applicability of the rules, regulations and procedures of the
relevant Clearing System. Neither the Issuer, nor any other party to the Agency Agreement, will have any
responsibility or liability for any aspect of the records relating to, or payments made on account of,
beneficial ownership interests in the Notes held through the facilities of any Clearing System or for
maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Book-entry Systems

DTC

DTC has advised the Issuer that it is a limited purpose trust company organised under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking Law, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to Section 17A of the Exchange Act. DTC holds securities that its participants
("Direct Participants") deposit with DTC. DTC also facilitates the settlement among Direct Participants
of securities transactions, such as transfers and pledges, in deposited securities through electronic
computerised book-entry changes in Direct Participants' accounts, thereby eliminating the need for
physical movement of securities certificates. Direct Participants include securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organisations. DTC is owned by a number
of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC
and the National Association of Securities Dealers, Inc. Access to the DTC System is also available to
others such as securities brokers and dealers, banks and trust companies that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants").

Under the rules, regulations and procedures creating and affecting DTC and its operations (the "Rules"),
DTC makes book-entry transfers of Registered Notes among Direct Participants on whose behalf it acts
with respect to Notes accepted into DTC's book-entry settlement system ("DTC Notes") as described
below and receives and transmits distributions of principal and interest on DTC Notes. The Rules are on
file with the Securities and Exchange Commission. Direct Participants and Indirect Participants with
which beneficial owners of DTC Notes ("Owners") have accounts with respect to the DTC Notes
similarly are required to make book-entry transfers and receive and transmit such payments on behalf of
their respective Owners. Accordingly, although Owners who hold DTC Notes through Direct Participants
or Indirect Participants will not possess Registered Notes, the Rules, by virtue of the requirements
described above, provide a mechanism by which Direct Participants will receive payments and will be
able to transfer their interest in respect of the DTC Notes.

Purchases of DTC Notes under the DTC system must be made by or through Direct Participants, which
will receive a credit for the DTC Notes on DTC's records. The ownership interest of each actual purchaser
of each DTC Note ("Beneficial Owner") is in turn to be recorded on the Direct Participant's and Indirect
Participant's records. Beneficial Owners will not receive written confirmation from DTC of their purchase,
but Beneficial Owners are expected to receive written confirmations providing details of the transaction,
as well as periodic statements of their holdings, from the Direct Participant or Indirect Participant through


                                                    103
which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the DTC
Notes are to be accomplished by entries made on the books of Direct and Indirect Participants acting on
behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership
interests in DTC Notes, except in the event that use of the book-entry system for the DTC Notes is
discontinued.

To facilitate subsequent transfers, all DTC Notes deposited by Direct Participants with DTC are registered
in the name of DTC's partnership nominee, Cede & Co. The deposit of DTC Notes with DTC and their
registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge
of the actual Beneficial Owners of the DTC Notes; DTC's records reflect only the identity of the Direct
Participants to whose accounts such DTC Notes are credited, which may or may not be the Beneficial
Owners. The Direct and Indirect Participants will remain responsible for keeping account of their
holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory requirements as may be in
effect from time to time.

Redemption notices will be sent to Cede & Co. If less than all of the DTC Notes within an issue are being
redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in
such issue to be redeemed.

Neither DTC nor Cede & Co. will consent or vote with respect to DTC Notes. Under its usual procedures,
DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy
assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the DTC
Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal and interest payments on the DTC Notes will be made to DTC or its nominee. DTC's practice is
to credit Direct Participants' accounts on the due date for payment in accordance with their respective
holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on
the due date. Payments by Direct and Indirect Participants to Beneficial Owners will be governed by
standing instructions and customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name", and will be the responsibility of such Direct and
Indirect Participant and not of DTC or the Issuer, subject to any statutory or regulatory requirements as
may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the
Issuer, disbursement of such payments to Direct Participants is the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners is the responsibility of Direct Participants and
Indirect Participants.

Under certain circumstances DTC will exchange the DTC Notes for definitive Registered Notes, which it
will distribute to its Direct Participants in accordance with their proportionate entitlements and which, if
representing interests in a Rule 144A Global Note, will be legended as set forth under "Subscription and
Sale".

Since DTC may only act on behalf of Direct Participants, who in turn act on behalf of Indirect
Participants, any Owner desiring to pledge DTC Notes to persons or entities that do not participate in
DTC, or otherwise take actions with respect to such DTC Notes, will be required to withdraw its
Registered Notes from DTC as described below.



                                                    104
Euroclear and Clearstream, Luxembourg

Euroclear and Clearstream, Luxembourg each holds securities for its customers and facilitates the
clearance and settlement of securities transactions by electronic book-entry transfer between their
respective account holders. Euroclear and Clearstream, Luxembourg provide various services including
safekeeping, administration, clearance and settlement of internationally traded securities and securities
lending and borrowing. Euroclear and Clearstream, Luxembourg also deal with domestic securities
markets in several countries through established depository and custodial relationships. Euroclear and
Clearstream, Luxembourg have established an electronic bridge between their two systems across which
their respective participants may settle trades with each other.

Euroclear and Clearstream, Luxembourg customers are world-wide financial institutions, including
underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Indirect
access to Euroclear and Clearstream, Luxembourg is available to other institutions that clear through or
maintain a custodial relationship with an account holder of either system.

Book-entry Ownership of and Payments in respect of DTC Notes

The Issuer may apply to DTC in order to have any Notes represented by a Registered Global Note
accepted in its book-entry settlement system. Upon the issue of any such Registered Global Note, DTC or
its custodian will credit, on its internal book-entry system, the respective principal amounts of the
individual beneficial interests represented by such Registered Global Note to the accounts of persons who
have accounts with DTC. Such accounts initially will be designated by or on behalf of the relevant
Programme Dealer. Ownership of beneficial interests in such a Registered Global Note will be limited to
Direct Participants or Indirect Participants, including, in the case of any Regulation S Global Note, the
respective depositories of Euroclear and Clearstream, Luxembourg. Ownership of beneficial interests in a
Registered Global Note accepted by DTC will be shown on, and the transfer of such ownership will be
effected only through, records maintained by DTC or its nominee (with respect to the interests of Direct
Participants) and the records of Direct Participants (with respect to interests of Indirect Participants).

Payments in U.S. dollars of principal and interest in respect of a Registered Global Note accepted by DTC
will be made to the order of DTC or its nominee as the registered holder of such Note.

The Issuer expects DTC to credit accounts of Direct Participants on the applicable payment date in
accordance with their respective holdings as shown in the records of DTC unless DTC has reason to
believe that it will not receive payment on such payment date. The Issuer also expects that payments by
Direct and Indirect Participants to Beneficial Owners of Notes will be governed by standing instructions
and customary practices, as is the case with securities held for the accounts of customers, and will be the
responsibility of such Direct and Indirect Participant and not the responsibility of DTC, the Principal
Paying Agent, the Registrar or the Issuer. Payment of principal, premium, if any, and interest, if any, on
Notes to DTC is the responsibility of the Issuer.

Transfers of Notes Represented by Registered Global Notes

Transfers of any interests in Notes represented by a Registered Global Note within DTC, Euroclear and
Clearstream, Luxembourg will be effected in accordance with the customary rules and operating
procedures of the relevant clearing system. The laws in some States within the United States require that
certain persons take physical delivery of securities in definitive form. Consequently, the ability to transfer
Notes represented by a Registered Global Note to such persons may depend upon the ability to exchange
such Notes for Notes in definitive form. Similarly, because DTC can only act on behalf of Direct


                                                     105
Participants in the DTC system who in turn act on behalf of Indirect Participants, the ability of a person
having an interest in Notes represented by a Registered Global Note accepted by DTC to pledge such
Notes to persons or entities that do not participate in the DTC system or otherwise to take action in
respect of such Notes may depend upon the ability to exchange such Notes for Notes in definitive form.
The ability of any holder of Notes represented by a Registered Global Note accepted by DTC to resell,
pledge or otherwise transfer such Notes may be impaired if the proposed transferee of such Notes is not
eligible to hold such Notes through a Direct or Indirect Participant in the DTC system.

Subject to compliance with the transfer restrictions applicable to the Registered Notes described under
"Subscription and Sale", cross-market transfers between DTC, on the one hand, and directly or indirectly
through Clearstream, Luxembourg or Euroclear accountholders, on the other, will be effected by the
relevant clearing system in accordance with its rules and through action taken by the Registrar, the
Principal Paying Agent and any custodian ("Custodian") with whom the relevant Registered Global
Notes have been deposited.

On or after the Issue Date for any Series, transfers of Notes of such Series between accountholders in
Clearstream, Luxembourg and Euroclear and transfers of Notes of such Series between participants in
DTC will generally have a settlement date three business days after the trade date (T+3). The customary
arrangements for delivery versus payment will apply to such transfers.

Cross-market transfers between accountholders in Clearstream, Luxembourg or Euroclear and
Participants will need to have an agreed settlement date between the parties to such transfer. Because
there is no direct link between DTC, on the one hand, and Clearstream, Luxembourg and Euroclear, on
the other, transfers of interests in the relevant Registered Global Notes will be effected through the
Registrar, the Principal Paying Agent and the Custodian receiving instructions (and, where appropriate,
certification) from the transferor and arranging for delivery of the interests being transferred to the credit
of the designated account for the transferee. In the case of cross-market transfers, settlement between
Euroclear or Clearstream, Luxembourg accountholders and DTC Participants cannot be made on a
delivery versus payment basis. The securities will be delivered on a free delivery basis and arrangements
for payment must be made separately.

DTC, Clearstream, Luxembourg and Euroclear have each published rules and operating procedures
designed to facilitate transfers of beneficial interests in Registered Global Notes among participants and
accountholders of DTC, Clearstream, Luxembourg and Euroclear. However, they are under no obligation
to perform or continue to perform such procedures, and such procedures may be discontinued or changed
at any time. None of the Issuer, the Agents or any Programme Dealer will be responsible for any
performance by DTC, Clearstream, Luxembourg or Euroclear or their respective direct or indirect
participants or accountholders of their respective obligations under the rules and procedures governing
their operations and none of them will have any liability for any aspect of the records relating to or
payments made on account of beneficial interests in the Notes represented by Registered Global Notes or
for maintaining, supervising or reviewing any records relating to such beneficial interests.




                                                     106
                                     SUBSCRIPTION AND SALE

The Programme Dealers have in the Programme Agreement agreed with the Issuer a basis upon which
they or any of them may from time to time agree to purchase Notes. Any such agreement will extend to
those matters stated under "Form of the Notes" and "Conditions of the Notes" above. Any purchase of a
Note or Notes from a Programme Dealer by an investor may be pursuant to a note purchase agreement,
investor representation letter or similar document. In the Programme Agreement, the Issuer has agreed to
reimburse the Programme Dealers for certain of their expenses incurred in connection with the
establishment and each update of the Programme and the Issuer has agreed to reimburse the relevant
Programme Dealers for certain of their expenses incurred in connection with the issue of Notes by the
Issuer under the Programme.

In order to facilitate the offering of any Series of Notes, certain persons participating in the offering of
such Series may engage in transactions that stabilise, maintain or otherwise affect the market price of the
relevant Notes during and after the offering of the Series. Specifically such persons may over-allot or
create a short position in the Notes for their own account by selling more Notes that have been sold to
them by the Issuer. Such persons may also elect to cover any such short position by purchasing Notes in
the open market. In addition, such persons may stabilise or maintain the price of the Notes by bidding for
or purchasing Notes in the open market and may impose penalty bids, under which selling concessions
allowed to syndicate members or other broker-dealers participating in the offering of the Notes are
reclaimed if Notes previously distributed in the offering are repurchased in connection with stabilisation
transactions or otherwise. The effect of these transactions may be to stabilise or maintain the market price
of the Notes at a level above that which might otherwise prevail in the open market. The imposition of a
penalty bid may also affect the price of the Notes to the extent that it discourages resales thereof. No
representation is made as to the magnitude or effect of any such stabilising or other transactions. Such
transactions, if commenced, may be discontinued at any time. Under United Kingdom laws and
regulations stabilising activities may only be carried on by the Stabilising Manager named in the
applicable Contractual Terms of Issue and only for a period of 30 days following the Issue Date of the
relevant Series of Notes.

Transfer Restrictions

As a result of the following restrictions, purchasers of Notes in the United States are advised to consult
legal counsel prior to making any purchase, offer, sale, resale or other transfer of such Notes.

Each purchaser of Registered Notes (other than a person purchasing an interest in a Registered Global
Note with a view to holding it in the form of an interest in the same Global Note) or person wishing to
transfer an interest from one Registered Global Note to another or from global to definitive form or vice
versa, will be required to acknowledge, represent and agree as follows (terms used in this paragraph that
are defined in Rule 144A or in Regulation S are used herein as defined therein):

(i)     that either: (a) it is a QIB, purchasing (or holding) the Notes for its own account or for the
        account of one or more QIBs and it is aware that any sale to it is being made in reliance on Rule
        144A or (b) it is an Institutional Accredited Investor which has delivered an IAI Investment Letter
        or (c) it is outside the United States and, prior to the expiration of the Distribution Compliance
        Period, is not a U.S. Person;

(ii)    that the Notes are being offered and sold in a transaction not involving a public offering in the
        United States within the meaning of the Securities Act, and that the Notes have not been and will


                                                    107
             not be, and any Deliverable Obligations have not been and will not be, registered under the
             Securities Act or any other applicable United States state securities laws and may not be offered
             or sold within the United States or to, or for the account or benefit of, U.S. Persons except as set
             forth below;

(iii)        that, unless it holds an interest in a Regulation S Global Note after the expiration of the applicable
             Distribution Compliance Period, if in the future it decides to resell, pledge or otherwise transfer
             the Notes or any beneficial interests in the Notes, it will do so, prior to the date which is two years
             after the later of the last Issue Date for the Series and the last date on which the Issuer or an
             affiliate of the Issuer was the owner of such Notes, only (a) to the Issuer or any affiliate thereof,
             (b) to a person whom the seller reasonably believes is a QIB purchasing for its own account or for
             the account of a QIB in a transaction meeting the requirements of Rule 144A, (c) in the case of a
             Definitive IAI Registered Note only, to an Institutional Accredited Investor that, prior to such
             transfer, furnishes to the Registrar a signed IAI Investment Letter, containing certain
             representations and agreements relating to the transfer of the Notes, (d) outside the United States
             in compliance with Rule 903 or Rule 904 under the Securities Act, (e) pursuant to the exemption
             from registration provided by Rule 144 under the Securities Act (if available) or (f) pursuant to an
             effective registration statement under the Securities Act, in each case in accordance with all
             applicable United States state securities laws;

(iv)         it will, and will require each subsequent holder to, notify any purchaser of the Notes from it of the
             resale restrictions referred to in paragraph (iii) above, if then applicable;

(v)          that Notes initially offered in the United States to QIBs will be represented by one or more Rule
             144A Global Notes, that Notes offered to Institutional Accredited Investors will be in the form of
             Definitive IAI Registered Notes and that Notes offered outside the United States in reliance on
             Regulation S will be represented by one or more Regulation S Global Notes;

(vi)         that the Rule 144A Global Note and any Registered Note issued in exchange therefor will bear a
             legend to the following effect unless otherwise agreed to by the Issuer:

             "THIS NOTE HAS NOT BEEN AND WILL NOT BE [,AND ANY DELIVERABLE
             OBLIGATIONS (AS DEFINED IN THE CONDITIONS OF THE NOTES) MIGHT NOT HAVE
             BEEN AND MAY NOT BE,] ∗ REGISTERED UNDER THE UNITED STATES SECURITIES
             ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE
             UNITED STATES STATE SECURITIES LAWS AND, ACCORDINGL Y, MAY NOT BE
             OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
             BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.
             BY ITS ACQUISITION HEREOF, THE HOLDER (A) REPRESENTS THAT IT IS A
             "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
             SECURITIES ACT) PURCHASING THE NOTES FOR ITS OWN ACCOUNT OR FOR THE
             ACCOUNT OF ONE OR MORE QUALIFIED INSTITUTIONAL BUYERS; (B) AGREES
             THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE NOTES EXCEPT IN
             ACCORDANCE WITH THE AGENCY AGREEMENT AND, PRIOR TO THE DATE WHICH
             IS TWO YEARS AFTER THE LATER OF THE LAST ISSUE DATE FOR THE SERIES AND
             THE LAST DATE ON WHICH THE ISSUER OR AN AFFILIATE OF THE ISSUER WAS THE
             OWNER OF SUCH NOTES, UNLESS SUCH SALE OR TRANSFER IS MADE (1) TO THE
             ISSUER OR ANY AFFILIATE THEREOF, (2) TO A PERSON WHOM THE SELLER

∗
    Include only on Physically Settled Notes, where applicable.



                                                                  108
        REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
        MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
        ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
        TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) TO AN
        INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER,
        FURNISHES TO THE REGISTRAR A SIGNED LETTER, SUBSTANTIALLY IN THE FORM
        SET OUT IN THE AGENCY AGREEMENT, CONTAINING CERTAIN REPRESENTATIONS
        AND AGREEMENTS RELATING TO THE TRANSFER OF THE NOTES, (4) OUTSIDE THE
        UNITED STATES IN COMPLIANCE WITH RULE 903 OR RULE 904 UNDER THE
        SECURITIES ACT, (5) PURSUANT TO THE EXEMPTION FROM REGISTRATION
        PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (6)
        PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
        ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS
        OF THE STATES OF THE UNITED STATES AND ANY OTHER JURISDICTION; AND (C)
        AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS
        TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

        UNLESS OTHERWISE SPECIFIED IN THE APPLICABLE SUPPLEMENT, EACH
        PURCHASER OR HOLDER OF THE NOTES REPRESENTED BY THIS REGISTERED
        NOTE WILL BE DEEMED TO HAVE REPRESENTED BY SUCH PURCHASE AND/OR
        HOLDING THAT IT IS NOT A BENEFIT PLAN INVESTOR, IS NOT USING THE ASSETS
        OF A BENEFIT PLAN INVESTOR TO ACQUIRE SUCH NOTES, AND WILL NOT AT ANY
        TIME HOLD SUCH NOTES FOR OR ON BEHALF OF A BENEFIT PLAN INVESTOR. THE
        TERM "BENEFIT PLAN INVESTOR" MEANS (I) AN EMPLOYEE BENEFIT PLAN (AS
        DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY
        ACT OF 1974, AS AMENDED, ("ERISA")), SUBJECT TO ERISA, (II) A PLAN DESCRIBED
        IN SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS
        AMENDED, (THE "INTERNAL REVENUE CODE"), OR (III) AN ENTITY WHOSE
        UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S
        INVESTMENT IN THE ENTITY UNDER UNITED STATES DEPARTMENT OF LABOR
        REGULATIONS § 2510.3 (29 C.F.R. § 2510.3) AS MODIFIED BY ERISA.

        THIS NOTE AND RELATED DOCUMENTATION (INCLUDING, WITHOUT LIMITATION,
        THE AGENCY AGREEMENT REFERRED TO HEREIN) MAY BE AMENDED OR
        SUPPLEMENTED FROM TIME TO TIME, WITHOUT THE CONSENT OF, BUT UPON
        NOTICE TO, THE HOLDERS OF SUCH NOTES SENT TO THEIR REGISTERED
        ADDRESSES, TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES
        AND OTHER TRANSFERS OF THIS NOTE TO REFLECT ANY CHANGE IN APPLICABLE
        LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES
        RELATING TO RESALES OR OTHER TRANSFERS OF RESTRICTED SECURITIES
        GENERALLY. THE HOLDER OF THIS NOTE WILL BE DEEMED, BY ITS ACCEPTANCE
        OR PURCHASE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR
        SUPPLEMENT (EACH OF WHICH WILL BE CONCLUSIVE AND BINDING ON THE
        HOLDER HEREOF AND ALL FUTURE HOLDERS OF THIS NOTE AND ANY NOTES
        ISSUED IN EXCHANGE OR SUBSTITUTION THEREFOR, WHETHER OR NOT ANY
        NOTATION THEREOF IS MADE HEREON).";

(vii)   that the Definitive IAI Registered Notes will bear a legend to the following effect unless
        otherwise agreed to by the Issuer:



                                               109
             "THIS NOTE HAS NOT BEEN AND WILL NOT BE [,AND ANY DELIVERABLE
             OBLIGATIONS (AS DEFINED IN THE CONDITIONS OF THE NOTES) MIGHT NOT HAVE
             BEEN AND MAY NOT BE,] ∗ REGISTERED UNDER THE UNITED STATES SECURITIES
             ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE
             UNITED STATES STATE SECURITIES LAWS AND, ACCORDINGL Y, MAY NOT BE
             OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
             BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE.
             BY ITS ACQUISITION HEREOF, THE HOLDER (A) REPRESENTS THAT IT IS AN
             INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3)
             OR (7) UNDER THE SECURITIES ACT) (AN "INSTITUTIONAL ACCREDITED
             INVESTOR"); (B) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER
             THE NOTES EXCEPT IN ACCORDANCE WITH THE AGENCY AGREEMENT AND,
             PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE LAST ISSUE
             DATE FOR THE SERIES AND THE LAST DATE ON WHICH THE ISSUER OR AN
             AFFILIATE OF THE ISSUER WAS THE OWNER OF SUCH NOTE S, UNLESS SUCH SALE
             OR TRANSFER IS MADE (1) TO THE ISSUER OR ANY AFFILIATE THEREOF, (2) TO A
             PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
             INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
             SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
             A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
             REQUIREMENTS OF RULE 144A, (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR
             THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE REGISTRAR A SIGNED
             LETTER, SUBSTANTIALLY IN THE FORM SET OUT IN THE AGENCY AGREEMENT,
             CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
             TRANSFER OF THE NOTES, (4) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH
             RULE 903 OR RULE 904 UNDER THE SECURITIES ACT, (5) PURSUANT TO THE
             EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
             SECURITIES ACT (IF AVAILABLE) OR (6) PURSUANT TO AN EFFECTIVE
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
             ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
             UNITED STATES AND ANY OTHER JURISDICTION; AND (C) AGREES THAT IT WILL
             DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
             SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

             UNLESS OTHERWISE SPECIFIED IN THE APPLICABLE SUPPLEMENT, EACH
             PURCHASER OR HOLDER OF THE NOTES REPRESENTED BY THIS REGISTERED
             NOTE WILL BE DEEMED TO HAVE REPRESENTED BY SUCH PURCHASE AND/OR
             HOLDING THAT IT IS NOT A BENEFIT PLAN INVESTOR, IS NOT USING THE ASSETS
             OF A BENEFIT PLAN INVESTOR TO ACQUIRE SUCH NOTES, AND WILL NOT AT ANY
             TIME HOLD SUCH NOTES FOR OR ON BEHALF OF A BENEFIT PLAN INVESTOR. THE
             TERM "BENEFIT PLAN INVESTOR" MEANS (I) AN EMPLOYEE BENEFIT PLAN (AS
             DEFINED IN SECTION 3(3) OF THE UNITED STATES EMPLOYEE RETIREMENT
             INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA")), SUBJECT TO ERISA, (II)
             A PLAN DESCRIBED IN SECTION 4975 OF THE UNITED ST ATES INTERNAL REVENUE
             CODE OF 1986, AS AMENDED, (THE "INTERNAL REVENUE CODE"), OR (III) AN
             ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A


∗
    Include only on Physically Settled Notes, where applicable.



                                                                  110
             PLAN'S INVESTMENT IN THE ENTITY UNDER UNITED STATES DEPARTMENT OF
             LABOR REGULATIONS § 2510.3 (29 C.F.R. §2510.3) AS MODIFIED BY ERISA.

             THIS NOTE AND RELATED DOCUMENTATION (INCLUDING, WITHOUT LIMITATION,
             THE AGENCY AGREEMENT REFERRED TO HEREIN) MAY BE AMENDED OR
             SUPPLEMENTED FROM TIME TO TIME, WITHOUT THE CONSENT OF, BUT UPON
             NOTICE TO, THE HOLDERS OF SUCH NOTES SENT TO THEIR REGISTERED
             ADDRESSES, TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES
             AND OTHER TRANSFERS OF THIS NOTE TO REFLECT ANY CHANGE IN APPLICABLE
             LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES
             RELATING TO RESALES OR OTHER TRANSFERS OF RESTRICTED SECURITIES
             GENERALLY. THE HOLDER OF THIS NOTE WILL BE DEEMED, BY ITS ACCEPTANCE
             OR PURCHASE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR
             SUPPLEMENT (EACH OF WHICH WILL BE CONCLUSIVE AND BINDING ON THE
             HOLDER HEREOF AND ALL FUTURE HOLDERS OF THIS NOTE AND ANY SECURITIES
             ISSUED IN EXCHANGE OR SUBSTITUTION THEREFOR, WHETHER OR NOT ANY
             NOTATION THEREOF IS MADE HEREON).";

(viii)       if it is outside the United States and is not a U.S. Person, that if it should resell or otherwise
             transfer the Notes prior to the expiration of the applicable Distribution Compliance Period, it will
             do so only (a) (i) outside the United States in compliance with Rule 903 or 904 under the
             Securities Act or (ii) (x) to a QIB in compliance with Rule 144A or (y) to an Institutional
             Accredited Investor that has delivered an IAI Investment Letter and (b) in accordance with all
             applicable United States state securities laws; and it acknowledges that the Regulation S Global
             Notes will bear a legend to the following effect unless otherwise agreed to by the Issuer:

             "THIS NOTE HAS NOT BEEN AND WILL NOT BE[, AND ANY "DELIVERABLE
             OBLIGATIONS" (AS DEFINED IN THE CONDITIONS OF TH E NOTES) MIGHT NOT
             HAVE BEEN AND MAY NOT BE,] ∗ REGISTERED UNDER THE UNITED STATES
             SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER
             APPLICABLE UNITED ST ATES STATE SECURITIES LAWS AND, ACCORDINGL Y, MAY
             NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE
             ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
             AGENCY AGREEMENT AND PURSUANT TO AN EXEMPTION FROM REGISTRATION
             UNDER THE SECURITIES ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION
             STATEMENT UNDER THE SECURIT IES ACT. THIS LEGEND WILL CEASE TO APPLY
             UPON THE EXPIRY OF THE PERIOD OF 40 DAYS AFTER THE COMPLETION OF THE
             DISTRIBUTION OF ALL THE NOTES OF THE SERIES OF WHICH THIS NOTE FORMS
             PART."; and

(ix)         that the Issuer and others will rely upon the truth and accuracy of the foregoing
             acknowledgements, representations and agreements and agrees that if any of such
             acknowledgements, representations or agreements made by it are no longer accurate, it will
             promptly notify the Issuer; and if it is acquiring any Notes as a fiduciary or agent for one or more
             accounts it represents that it has sole investment discretion with respect to each such account and
             that it has full power to make the foregoing acknowledgements, representations and agreements
             on behalf of each such account.


∗
    Include only if the IAI Investment Letter is delivered in respect of Physically Settled Notes.



                                                                          111
             Institutional Accredited Investors who purchase Definitive Registered IAI Notes offered and sold
             in the United States in reliance upon the exemption from registration provided by Section 4(2) of
             the Securities Act are required to execute and deliver to the Registrar an IAI Investment Letter.
             Upon execution and delivery of an IAI Investment Letter by an Institutional Accredited Investor,
             Notes will be issued in definitive registered form. See "Form of the Notes".

             The IAI Investment Letter will state, among other things, the following:

             (i)        that the Institutional Accredited Investor has received a copy of the Information
                        Memorandum and such other information as it deems necessary in order to make its
                        investment decision;

             (ii)       that the Institutional Accredited Investor understands that any subsequent transfer of the
                        Notes is subject to certain restrictions and conditions set forth in the Information
                        Memorandum and the Notes (including those set out above) and that it agrees to be
                        bound by, and not to resell, pledge or otherwise transfer the Notes except in compliance
                        with, such restrictions and conditions and the Securities Act;

             (iii)      that, in the normal course of its business, the Institutional Accredited Investor invests in
                        or purchases securities similar to the Notes;

             (iv)       that the Institutional Accredited Investor is an institutional "accredited investor" within
                        the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act
                        and has such knowledge and experience in financial and business matters as to be capable
                        of evaluating the merits and risks of its investment in the Notes, and it and any accounts
                        for which it is acting are each able to bear the economic risk of its or any such accounts'
                        investment for an indefinite period of time;

             (v)        that the Institutional Accredited Investor is acquiring the Notes purchased by it for its
                        own account or for one or more accounts (each of which is an Institutional Accredited
                        Investor) as to each of which it exercises sole investment discretion and not with a view
                        to any distribution of the Notes, subject, nevertheless, to the understanding that the
                        disposition of its property will at all times be and remain within its control[.][;and]

             [(vii)     that the Institutional Accredited Investor understands that the Deliverable Obligations that
                        may be deliverable under the terms of the Notes have not been and will not be registered
                        under the Securities Act and accordingly, may not be offered or sold, directly or indirectly,
                        in the United States, or to, or for the account or benefit of, U.S. Persons unless the
                        Deliverable Obligations are registered under the Securities Act or an exemption from the
                        registration requirements of the Securities Act is available.]∗

             No sale of Legended Notes in the United States to any one purchaser will be for less than
             U.S.$100,000 (or the approximate equivalent in the applicable Note Currency) principal amount
             and no Legended Note will be issued in connection with such a sale in a smaller principal amount.
             If the purchaser is a non-bank fiduciary acting on behalf of others, each person for whom it is
             acting must purchase at least U.S.$100,000 (or the approximate equivalent in the applicable Note
             Currency) principal amount of Registered Notes.


∗
    Include only if the IAI Investment Letter is delivered in respect of Physically Settled Notes.



                                                                          112
                                             Selling Restrictions

United States

The Notes have not been and will not be, and any Deliverable Obligations might not have been and may
not be, registered under the Securities Act and may not be offered or sold within the United States or to,
or for the account or benefit of, U.S. Persons except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act.

In addition, unless otherwise specified in the applicable Contractual Terms of Issue, each purchaser or
holder of a Registered Note or Bearer Note will be deemed to have represented by such purchase and/or
holding that it is not a benefit plan investor, is not using the assets of a benefit plan investor to acquire the
Note, and will not at any time hold such Note for or on behalf of a benefit plan investor. For the purposes
hereof, "benefit plan investor" means (a) an employee benefit plan (as defined in Section 3(3) of
ERISA), subject to ERISA, (b) a plan described in Section 4975 of the Internal Revenue Code, or (c) any
entity whose underlying assets include plan assets by reason of a plan's investment in the entity under
United States Department of Labor Regulations § 2510.3 (29 C.F.R. § 2510.3) as modified by ERISA.

The Notes in bearer form are subject to United States tax law requirements and may not be offered, sold
or delivered within the United States or its possessions or to a U.S. Person, except in certain transactions
permitted by United States tax regulations. Terms used in this paragraph have the meanings given to them
by the United States Internal Revenue Code of 1986 and regulations thereunder.

In connection with any Notes which are offered or sold outside the United States in reliance on an
exemption from the registration requirements of the Securities Act provided under Regulation S
("Regulation S Notes"), the Programme Dealer has represented and agreed, and each further Programme
Dealer appointed under the Programme will be required to represent and agree, that it will not offer, sell
or deliver such Regulation S Notes (i) as part of their distribution at any time or (ii) otherwise until
termination of the Distribution Compliance Period of the relevant Series (as determined in accordance
with Clause 4(c) of the Agency Agreement (Determination of Exchange Date, Issue of Permanent Bearer
Global Notes and Determination of Distribution Compliance Period), within the United States or to, or
for the account or benefit of, U.S. Persons. The Programme Dealer has further agreed, and each further
Programme Dealer appointed under the Programme will be required to agree, that it will send to each
dealer to which it sells any Regulation S Notes during the Distribution Compliance Period a confirmation
or other notice setting forth the restrictions on offers and sales of the Regulation S Notes within the
United States or to, or for the account or benefit of, U.S. Persons.

Until 40 days after the commencement of the offering of any Series of Notes, an offer or sale of such
Notes within the United States by any dealer (whether or not participating in the offering) may violate the
registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance
with an available exemption from registration under the Securities Act.

The Programme Dealer and each further Programme Dealer appointed under the Programme may arrange
for the resale of Notes to QIBs pursuant to Rule 144A and each such purchaser of Notes is hereby notified
that the relevant Programme Dealers may be relying on the exemption from the registration requirements
of the Securities Act provided by Rule 144A. The minimum aggregate principal amount of Notes which
may be purchased by a QIB pursuant to Rule 144A is U.S.$100,000 (or the approximate equivalent
thereof in any other currency). To the extent that the Issuer is not subject to or does not comply with the
reporting requirements of Section 13 or 15(d) of the Exchange Act or the information furnishing
requirements of Rule 12g3-2(b) thereunder, the Issuer has agreed to furnish to holders of Notes and to


                                                      113
prospective purchasers designated by such holders, upon request, such information as may be required by
Rule 144A(d)(4).

The Temporary Bearer Global Note will bear a legend to the following effect if the Notes have an initial
maturity of 365 days or more:

"ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED ST ATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
CODE."

The Temporary Bearer Global Note will bear a legend to the following effect if the Notes have a maturity
of not more than one year from their date of issue:

"THIS NOTE RELATES TO NOTES WITH A MATURITY OF NOT MORE THAN ONE YEAR FROM
THE DATE OF ISSUE. BY ACCEPTING THIS OBLIGATION THE HOLDER REPRESENTS AND
WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT
RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND
REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A
UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE INTERNAL REVENUE CODE AND REGULATIONS THEREUNDER)."

The Permanent Bearer Global Note will bear a legend to the following effect if the Notes have an initial
maturity of 365 days or more:

"ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED ST ATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
CODE.

NO U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT
OF 1933) MAY BENEFICIALLY OWN ANY PORTION OF THIS OBLIGATION AND, AS
PROVIDED HEREIN, NO SUCH PERSON WILL BE ENTITLED TO P AYMENT OF PRINCIPAL OR
INTEREST ON OR IN RESPECT OF THIS OBLIGATION."

The Permanent Bearer Global Note will bear a legend to the following effect if the Notes have a maturity
of not more than one year from their date of issue:

"THIS NOTE RELATES TO NOTES WITH A MATURITY OF NOT MORE THAN ONE YEAR FROM
THE DATE OF ISSUE. BY ACCEPTING THIS OBLIGATION THE HOLDER REPRESENTS AND
WARRANTS THAT IT IS NOT A UNITED STATES PERSON (OTHER THAN AN EXEMPT
RECIPIENT DESCRIBED IN SECTION 6049(b)(4) OF THE INTERNAL REVENUE CODE AND
REGULATIONS THEREUNDER) AND THAT IT IS NOT ACTING FOR OR ON BEHALF OF A
UNITED STATES PERSON (OTHER THAN AN EXEMPT RECIPIENT DESCRIBED IN SECTION
6049(b)(4) OF THE INTERNAL REVENUE CODE AND REGULATIONS THEREUNDER).

NO U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT
OF 1933) MAY BENEFICIALLY OWN ANY PORTION OF THIS OBLIGATION AND, AS
PROVIDED HEREIN, NO SUCH PERSON WILL BE ENTITLED TO P AYMENT OF PRINCIPAL OR
INTEREST ON OR IN RESPECT OF THIS OBLIGATION."


                                                  114
United Kingdom

The Programme Dealer has represented and agreed and each further Programme Dealer appointed under
the Programme will be required to represent and agree that:

(a)     in relation to any Notes having a maturity of less than one year, (i) it is a person whose ordinary
        activities involve it in acquiring, holding, managing or disposing of investments (as principal or
        agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell
        any Notes other than to persons whose ordinary activities involve them in acquiring, holding,
        managing or disposing of investments (as principal or agent) for the purposes of their businesses
        or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as
        principal or agent) for the purposes of their businesses where the issue of the Notes would
        otherwise constitute a contravention of section 19 of the FSMA by the Issuer;

(b)     it has only communicated or caused to be communicated and will only communicate or cause to
        be communicated any invitation or inducement to engage in investment activity (within the
        meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any
        Notes in circumstances in which section 21(1) of the FSMA would not, if the Issuer was not an
        authorised person, apply to the Issuer; and

(c)     it has complied and will comply with all applicable provisions of the FSMA with respect to
        anything done by it in relation to such Notes in, from or otherwise involving the United Kingdom.

Japan

The Notes have not been and will not be registered under the Financial Instruments and Exchange Law of
Japan (Law No. 25 of 1948, as amended; the "FIEL") and the Programme Dealer has agreed, and each
further Programme Dealer appointed under the Programme will be required to agree, that it will not offer
or sell any of the Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan
(which term as used herein means any person resident in Japan, including any corporation or other entity
organised under the laws of Japan) or to others for re-offering or resale, directly or indirectly, in Japan or
to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration
requirements of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations
and ministerial guidelines of Japan.

The Republic of Singapore

This Information Memorandum has not been registered as a prospectus with the Monetary Authority of
Singapore under the Securities and Futures Act (Chapter 289) of Singapore (the "Securities and Futures
Act"). Accordingly, the Programme Dealer has agreed and each further Programme Dealer appointed
under the Programme will be required to agree that Notes may not be offered or sold or made the subject
of an invitation for subscription or purchase nor may this Information Memorandum or any other
document or material in connection with the offer or sale, or invitation for subscription or purchase of
Notes be circulated or distributed, whether directly or indirectly, to the public or any member of the
public in Singapore other than (i) to an institutional investor or other person falling within Section 274 of
the Securities and Futures Act, (ii) to a relevant person, or any person pursuant to Section 275(1A) of the
Securities and Futures Act, and in accordance with the conditions specified in Section 275 of the
Securities and Futures Act, or (iv) pursuant to, and in accordance with the conditions of, any other
applicable provision of the Securities and Futures Act. Hong Kong



                                                     115
The Programme Dealer has represented and agreed and each further Programme Dealer appointed under
the Programme will be required to represent and agree that:

(a)       it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any
          Notes other than (i) to persons whose ordinary business is to buy or sell shares or debentures
          (whether as principal or agent); or (ii) to "professional investors" as defined in the Securities and
          Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (iii) in
          other circumstances which do not result in the document being a "prospectus" as defined in the
          Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public
          within the meaning of that Ordinance; and

(b)       it has not issued or had in its possession for the purposes of issue, and will not issue or have in its
          possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement,
          invitation or document relating to the Notes, which is directed at, or the contents of which are
          likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the
          securities laws of Hong Kong) other than with respect to Notes which are or are intended to be
          disposed of only to persons outside Hong Kong or only to "professional investors" as defined in
          the Securities and Futures Ordinance and any rules made under that Ordinance.

Ireland

Each Programme Dealer has represented and agreed, and each further Programme Dealer appointed under
the Programme will be required to represent and agree, that it will not make an offer of any Notes to the
public in Ireland, except:

(a)       in the period beginning on the date of publication of a prospectus in relation to those Notes which
          has been approved by the competent authority in Ireland, in accordance with the Prospectus
          Directive or, where appropriate, approved in another Member State and notified to the competent
          authority in Ireland, all in accordance with the Prospectus Directive and ending on the date which
          is 12 months after the date of such publication;

(b)       at any time to legal entities which are authorised or regulated to operate in the financial markets
          or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

(c)       at any time to any legal entity which has two or more of (1) an average of at least 250 employees
          during the last financial year; (2) a total balance sheet of more than EUR 43,000,000 and (3) an
          annual turnover of more than EUR 50,000,000, all as shown in its last annual or consolidated
          accounts; or

(d)       at any time in any other circumstances which do not require the publication by the Issuer of a
          prospectus pursuant to Article 3 of the Prospectus Directive.

Republic of Italy

The offering of the Notes has not been registered pursuant to Italian securities legislation and, accordingly,
no Notes may be offered, sold or delivered, nor may copies of the Offering Circular or of any other
document relating to the Notes be distributed in the Republic of Italy, except:

(a)       to qualified investors (investitori qualificati), as defined in Article 100 of Legislative Decree No.
          58 of 24 February 1998, as amended (the "Financial Services Act") and the relevant



                                                       116
        implementing CONSOB regulations, as amended from time to time, and in Article 2 of Directive
        No. 2003/71/EC of 4 November 2003; or

(b)     in other circumstances which are exempted from the rules on solicitation of investments pursuant
        to Article 100 of the Financial Services Act and Article 33, first paragraph, of CONSOB
        Regulation No. 11971 of 14 May 1999, as amended ("Regulation No. 11971").

Any offer, sale or delivery of the Notes or distribution of copies of the Offering Circular or any other
document relating to the Notes in the Republic of Italy under (i) or (ii) above must be:

(a)     made by an investment firm, bank or financial intermediary permitted to conduct such activities
        in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No.
        16190 of 29 October 2007 (as amended from time to time) and Legislative Decree No. 385 of 1
        September 1993, as amended (the "Banking Act");

(b)     in compliance with Article 129 of the Banking Act, as amended, and the implementing guidelines
        of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may
        request information on the issue or the offer of securities in the Republic of Italy; and

(c)     in compliance with any other applicable laws and regulations or requirement imposed by
        CONSOB or other Italian authority.

The following Selling Restriction shall also be applicable where the Notes are offered in denominations
of less than EUR 50,000 (or equivalent):

Please note that in accordance with Article 100-bis of the Financial Services Act, where no exemption
from the rules on solicitation of investments applies under (i) and (ii) above, the subsequent distribution
of the Notes on the secondary market in Italy must be made in compliance with the public offer and the
prospectus requirement rules provided under the Financial Services Act and Regulation No. 11971.
Failure to comply with such rules may result in the sale of such Notes being declared null and void and in
the liability of the intermediary transferring the financial instruments for any damages suffered by the
investors.

The Netherlands

Each Programme Dealer has represented and agreed that any Notes with a maturity of less than 12 months
and a denomination of less than EUR 50,000 will only be offered in The Netherlands to professional
market parties as defined in the Financial Supervision Act and the decrees issued pursuant thereto.

Public Offer Selling Restriction under the Prospectus Directive

In relation to each Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a "Relevant Member State"), the Programme Dealer has represented and agreed, and
each further Programme Dealer appointed under the Programme will be required to represent and agree,
that with effect from and including the date on which the Prospectus Directive is implemented in that
Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an
offer of Notes which are the subject of the offering contemplated by this Information Memorandum as
completed by the Contractual Terms of Issue in relation thereto to the public in that Relevant Member
State except that it may, with effect from and including the Relevant Implementation Date, make an offer
of such Notes to the public in that Relevant Member State:



                                                   117
(a)     at any time to legal entities which are authorised or regulated to operate in the financial markets
        or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;

(b)     at any time to any legal entity which has two or more of (1) an average of at least 250 employees
        during the last financial year; (2) a total balance sheet of more than EUR 43,000,000 and (3) an
        annual net turnover of more than EUR 50,000,000, as shown in its last annual or consolidated
        accounts;

(c)     at any time to fewer than 100 natural or legal persons (other than qualified investors as defined in
        the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer or Dealers
        nominated by the Issuer for any such offer; or

(d)     at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Notes referred to in (b) to (e) above shall require the Issuer or the
Programme Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement
a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes
in any Relevant Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to
purchase or subscribe the Notes, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive"
means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member
State.

General

The Programme Dealer has agreed and each further Programme Dealer appointed under the Programme
will be required to agree that it will (to the best of its knowledge and belief) comply with all applicable
securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers
Notes or possesses or distributes this Information Memorandum or any applicable Contractual Terms of
Issue and will obtain any consent, approval or permission required by it for the purchase, offer, sale or
delivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or
in which it makes such purchases, offers, sales or deliveries and neither the Issuer nor any other
Programme Dealers will have any responsibility therefor.




                                                    118
                                        GENERAL INFORMATION

Authorisation

The establishment and update of the Programme and the issue of the Notes under the Programme have
been duly authorised by the Barclays Capital Issues Committee of the Board of Directors of Barclays
Bank PLC at meetings dated February 14, 2002, March 13, 2003, December 3, 2003, December 21, 2004,
December 2, 2005, December 11, 2006 and December 12, 2007, such Committee in each case being duly
empowered to authorise such issue by virtue of a resolution of the Board of Directors of Barclays Bank
PLC dated December 10, 1998.

Listing of Notes on the Official List

Application has been made to the Irish Stock Exchange for Notes issued under the Programme during the
period of 12 months after the date hereof to be admitted to the Official List, subject to the listing rules of
the Irish Stock Exchange. The Irish Stock Exchange is a regulated market for the purposes of the
Prospectus Directive. Application has been made to the IFSRA for approval of the prospectus. It is
estimated that the total fees and expenses related to the admission to trading will be approximately EUR
2532.40.

Documents Available

For the life of the registration and so long as Notes are capable of being issued under the Programme,
copies of the following documents will, when published, be available for inspection electronically (an
electronic copy may be requested from the Issuer and will be delivered by e-mail) or physically during
usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered
office of the Issuer and be made available at the specified offices of each of the Paying Agents:

(a)     the Memorandum and Articles of Association of the Issuer;

(b)     the Joint Annual Report of Barclays PLC and the Issuer, as filed with the SEC on Form 20-F in
        respect of the years ended December 31, 2005 and December 31, 2006, with the exception of the
        information incorporated by reference in the Annual Report referred to in the Exhibit Index of the
        Annual Report which shall not be deemed to be incorporated in this Information Memorandum
        and the Annual Report and Accounts containing the audited consolidated accounts of the Issuer in
        respect of the years ended December 31, 2005 and December 31, 2006;

(c)     the joint unaudited Interim Results Announcement of Barclays PLC and the Issuer as filed with
        the SEC on Form 6K on August 2, 2007 in respect of the 6 months ended June 30, 2007;

(d)     the Programme Agreement, the Agency Agreement, the Deed of Covenant, the Deed Poll and the
        forms of the Temporary Bearer Global Note, Permanent Bearer Global Note, Rule 144A Global
        Note, Regulation S Global Note, definitive Notes, Coupons and Talons; a copy of this
        Information Memorandum;

(e)     when published, any future prospectuses, information memoranda and supplements including
        Contractual Terms of Issue (save that Contractual Terms of Issue relating to an unlisted Note will
        only be available for inspection by a holder of such Note and such holder must produce evidence




                                                     119
        satisfactory to the Issuer and the Paying Agent as to the identity of such holder) to this
        Information Memorandum and any other documents incorporated herein or therein by reference;

(f)     the Credit Derivatives Definitions; and

(g)     in the case of each issue of syndicated listed Notes, the subscription agreement (or equivalent
        document).

Clearing Systems

The Bearer Notes may be accepted for clearance through Euroclear and, Clearstream, Luxembourg
(which are the entities in charge of keeping the records). The appropriate Common Code and ISIN for
each Series of Bearer Notes allocated by Euroclear and Clearstream, Luxembourg will be specified in the
applicable Contractual Terms of Issue. The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard
du Roi Albert II, B-1210 Brussels and the address of Clearstream, Luxembourg is Clearstream Banking,
42 Avenue JF Kennedy, L-1855 Luxembourg.

In addition, the Issuer may make an application for any Registered Notes to be accepted for trading in
book-entry form by DTC. The CUSIP and/or CINS numbers for each Series of Registered Notes, together
with the relevant ISIN and Common Code, will be specified in the applicable Contractual Terms of Issue.
In the event that the Notes are to be cleared through an additional or alternative clearing system the
appropriate information will be specified in the applicable Contractual Terms of Issue.

Significant or Material Change

Save as disclosed in this Information Memorandum, there has been no significant change in the financial
or trading position of either the Issuer or the Group in each case since June 30, 2007 and there has been
no material adverse change in the prospects of the Issuer since December 31, 2006.

Litigation
Barclays has for some time been party to proceedings, including a class action, in the United States
against a number of defendants following the collapse of Enron; the class action claim is commonly
known as the Newby litigation. On July 20, 2006, Barclays received an Order from the United States
District Court for the Southern District of Texas Houston Division which dismissed the claims against
Barclays PLC, Barclays Bank PLC and Barclays Capital Inc. in the Newby litigation. On December 4,
2006, the District Court stayed Barclays’ dismissal from the proceedings and allowed the plaintiffs to file
a supplemental complaint. On March 19, 2007, the United States Court of Appeals for the Fifth Circuit
issued its decision on an appeal by Barclays and two other financial institutions contesting a ruling by the
District Court allowing the Newby litigation to proceed as a class action. The Court of Appeals held that,
because no proper claim against Barclays and the other financial institutions had been alleged by the
plaintiffs, the case could not proceed against them. The plaintiffs have applied to the United States
Supreme Court for a review of this decision. Pending the outcome of further appellate proceedings, the
District Court has stayed the Newby litigation.

Barclays considers that the remaining Enron related claims against it are without merit and is defending
them vigorously. It is not possible to estimate the Barclays’ possible loss in relation to these matters, nor
the effect that they might have upon operating results in any particular financial period.

Barclays has been in negotiations with the staff of the SEC with respect to a settlement of the SEC's
investigations of transactions between Barclays and Enron. Barclays does not expect that the amount of


                                                    120
any settlement with the SEC would have a significant adverse effect on its financial position or operating
results. On November 3, 2006 the Barclays announced that it had reached a settlement in principle with
Enron in the Enron bankruptcy proceedings. A settlement agreement was signed on November 30, 2006
and became effective on January 3, 2007. The settlement has had no negative impact on Barclays’
earnings as an adequate provision had already been made for the likely cost in prior periods, and in
reaching the settlement Barclays has denied any wrongdoing or liability.

Barclays is engaged in various other litigation proceedings both in the United Kingdom and a number of
overseas jurisdictions, including the United States, involving claims by and against it which arise in the
ordinary course of business. Barclays does not expect the ultimate resolution of any of the proceedings to
which Barclays is party to have a significant adverse effect on the financial position of the Group and
Barclays has not disclosed the contingent liabilities associated with these claims either because they
cannot reasonably be estimated or because such disclosure could be prejudicial to the conduct of the
claims.

Save as disclosed in the first four paragraphs above of this section Litigation, no member of the Group is
or has been involved in any governmental, legal or arbitration proceedings (including any such
proceedings which are pending or threatened of which the Issuer is aware) which may have, or have had
during the 12 months preceding the date of this Information Memorandum, a significant effect on the
Issuer’s and/or the Group’s financial position or profitability.

Auditors

The annual consolidated statements of Barclays Bank PLC for each of the two financial years ended
December 31, 2005 and 2006, respectively, have been audited without qualification by
PricewaterhouseCoopers LLP, Chartered Accountants and Registered Auditors of Southwark Towers, 32
London Bridge Street, London SE1 9SY. PricewaterhouseCoopers LLP is registered for audit by the
Institute of Chartered Accountants in England and Wales (ICAEW) and is registered in the United States
as a public accounting firm by the Public Company Accounting Oversight Board.

The financial information contained in this Information Memorandum in relation to Barclays Bank PLC
does not constitute its statutory accounts for the two financial years to December 31, 2004. Barclays Bank
PLC's statutory accounts within the meaning of Section 240 of the Companies Act 1985 relating to each
complete financial year to which such information relates have been delivered to the Registrar of
Companies in England and Wales. PricewaterhouseCoopers LLP have reported on Barclays Bank PLC's
statutory accounts and such reports were unqualified and did not contain a statement under Section 237 of
the Companies Act 1985.

Post-Issuance Information

The Issuer does not intend to provide any post-issuance information in relation to any assets underlying
issues of Notes constituting derivative securities.




                                                   121
                                                       INDEX OF DEFINED TERMS
$ ......................................................................6 Deed of Covenant .................................... 33, 47
£ ......................................................................6 Deed Poll................................................... 7, 47
¥ ......................................................................6 Deferred Maturity Date.................................. 55
€ ......................................................................6 Definitive IAI Registered Note ...................... 55
2000 Definitions.............................................53           definitive Note............................................... 55
30/360............................................................55      definitive Registered Note.............................. 55
30E/360 .........................................................55       Deliverable Obligations Portfolio................... 55
360/360..........................................................55       Delivery Expenses ......................................... 56
accrued OID...................................................95          Delivery Method............................................ 56
acquisition premium.......................................96              Delivery Shortfall .......................................... 70
Actual/360 .....................................................55        Designated Maturity ...................................... 56
Actual/365 .....................................................54        Direct Participants ....................................... 104
Actual/365 (Fixed) .........................................54            Disclosure Regulations ................................ 103
Actual/Actual .................................................54         Discount Note................................................ 95
adjusted issue price ........................................95           Distribution Compliance Period ..................... 56
Affected Entity...............................................49          DTC .............................................................. 56
Affiliate..........................................................53     DTC Notes .................................................. 104
Agency Agreement.........................................53               EC Treaty ...................................................... 56
Agent .............................................................54     ERISA.............................................. 4, 110, 111
amortisable bond premium .............................99                  EUR ................................................................ 6
applicable Terms of Issue ...............................46               euro ................................................................. 6
Asset Transfer Notice ...............................54, 71               Eurobond Basis.............................................. 55
Bearer Notes ..............................................2, 46          Euroclear ................................................. 30, 56
Beneficial Owner .........................................104             Exchange Act................................................... 7
benefit plan investor ......................4, 29, 70, 114                Exchange Date............................................... 30
Bond Basis .....................................................55        Exchange Event ............................................. 32
Calculation Agent...........................................54            Exchanged Obligation.................................... 50
Cash Settled Notes .........................................54            Extended Interest Period ................................ 56
Clearing Systems..........................................104             Extension Date .............................................. 56
Clearstream, Luxembourg ........................30, 54                    Extension Interest .......................................... 64
Code ..............................................................93     Extension Notice ........................................... 56
Commission ...................................................90          Final Delivery Date........................................ 57
comparable yield ..........................................101            Final Redemption Amount ............................. 57
Conditions......................................................46        Final Stub ...................................................... 57
Contractual Terms of Issue ...............................1               Fixed Rate ..................................................... 57
control............................................................61     Fixed Rate Note............................................. 57
Costs..............................................................54     Floating Rate Note......................................... 57
Couponholders ...............................................47           Floating Rate Option...................................... 57
Coupons.........................................................46        foreign currency............................................. 94
CPDI..............................................................94      GBP ................................................................ 6
CPDI Regulations ........................................101              Global Note ................................................... 46
Credit Derivatives Definitions ....................1, 54                  Guarantee Supplement ................................... 54
Credit Event Redemption Notice ..............54, 69                       HMRC.......................................................... 91
current value ..................................................98        holder of Notes .............................................. 63
Custodian.....................................................107         Holding Company.......................................... 57
Day Count Fraction ........................................54             IAI Investment Letter..................................... 57
de minimis amount .........................................95             IFSRA ............................................................. 1
de minimis market discount............................96                  Indirect Participants ..................................... 104
de minimis OID..............................................95            Initial Stub..................................................... 57


                                                                      122
Institutional Accredited Investors .............32, 57                           Programme Party ........................................... 21
Interest Basis..................................................57               Projected Payments...................................... 101
Interest Commencement Date.........................57                            Prospectus Directive .................................1, 119
Interest Expiration Date..................................57                     QIB ............................................................... 59
Interest Payment Date ....................................58                     QIBs.............................................................. 32
Interest Period ................................................58               qualified floating rate..................................... 98
Internal Revenue Code .....................................4                     qualified inverse floating rate......................... 98
INTERNAL REVENUE CODE ................... 111                                    Qualified stated interest ................................. 95
Investor's Currency.........................................20                   Rate of Interest .............................................. 59
Irish Paying Agent..........................................58                   Record Date............................................. 59, 67
Irish Stock Exchange......................................58                     Redemption Failure Event.............................. 59
IRS ................................................................93           Reference Entity Notional Amount................. 60
ISDA .............................................................53             Reference Portfolio........................................ 60
Issue Date ......................................................58              Register ......................................................... 67
Issue Price................................................58, 95                Registered Global Notes ................................ 32
Issuer .........................................................1, 46            Registered Notes........................................ 2, 46
Issuer Settlement Option ................................58                      Registrar........................................................ 60
Japanese Yen ....................................................6               Regulation S .................................................. 60
JPY ..................................................................6          Regulation S Global Note ........................ 31, 60
Legended Notes .........................................4, 58                    Regulation S Notes ...................................... 114
Linear Interpolation........................................58                   Relevant Date ................................................ 60
listed ................................................................1         Relevant Implementation Date ..................... 118
Market Discount Note ....................................96                      Relevant Member State................................ 118
Maturity Date.................................................58                 Relevant Proportion ....................................... 60
Monoline Supplement ....................................54                       Reportable Transactions ............................... 103
net negative adjustment ................................101                      Reset Date ..................................................... 60
net positive adjustment .................................101                     Responsible Person.......................................... 5
NGN Form.....................................................30                  Reuters Page.................................................. 60
Non-U.S. Holder ............................................93                   revised issue price.......................................... 96
Note...............................................................46            RSA 421-B ...................................................... 6
Note Currency................................................58                  Rule 144A ..................................................... 60
Note Denomination ........................................58                     Rule 144A Global Note............................ 32, 60
Noteholder .....................................................63               Rules ........................................................... 104
Noteholders....................................................47                Schedule...................................................... 101
Notes .........................................................1, 46             Scheduled Maturity Date ............................... 60
objective rate..................................................98               Securities Act............................................. 2, 60
Obligation Exchange ......................................50                     Securities and Futures Act............................ 116
Official List......................................................1             Series............................................................. 47
OID................................................................95            Settlement Agent ........................................... 60
Other Notes....................................................58                Settlement Method......................................... 60
Outstanding Principal Amount........................59                           Short-Term Note ............................................ 95
Owners ........................................................104               Spread ........................................................... 61
Paying Agent..................................................59                 Stabilising Manager ....................................... 61
Permanent Bearer Global Note .......................30                           stated redemption price at maturity ................ 95
Physically Settled Notes .................................59                     Sterling............................................................ 6
PORTAL ..........................................................4               STG................................................................. 6
Principal Amount ...........................................59                   Subsidiary...................................................... 61
Principal Paying Agent ...................................59                     sub-unit ......................................................... 61
Proceedings....................................................80                Swap Costs.................................................... 61
Programme.................................................1, 59                  Talons............................................................ 46
Programme Agreement ...................................59                        Taxes ............................................................. 61


                                                                           123
Temporary Bearer Global Note.......................30                          U.S.$ ............................................................... 6
Transfer Agent ...............................................61               Undeliverable Deliverable Obligation ............ 52
Transfer Certificate...................................61, 74                  United States ................................................. 61
U.S.................................................................61         Variable Rate Note ......................................... 97
U.S. dollar cost.............................................100               Verification .............................................. 61, 71
U.S. dollars ......................................................6           Yen .................................................................. 6
U.S. Holder ....................................................93             Zero Coupon Note ......................................... 61




                                                                         124
               Registered Office

              Barclays Bank PLC
               1 Churchill Place
               London E14 5HP

        PRINCIPAL PAYING AGENT

             The Bank of New York
              One Canada Square
               London E14 5AL

           IRISH PAYING AGENT

 AIB/BNY Fund Management (Ireland) Limited
          Guild House, Guild Street
                 Dublin 1
            Republic of Ireland

           PROGRAMME DEALER

              Barclays Bank PLC
               1 Churchill Place
               London E14 5HP

LEGAL ADVISERS AS TO ENGLISH & U.S. LAW

             Allen & Overy LLP
          1221 Avenue of the Americas
             New York, NY 10020

           IRISH LISTING AGENT
                   J&E Davy
                  Davy House
                49 Dawson Street
                    Dublin

    TRANSFER AGENT and REGISTRAR
             The Bank of New York
                One Wall Street
              New York NY 10286

                  AUDITORS

         PricewaterhouseCoopers LLP
  Chartered Accountants and Registered Auditors
                Southwark Towers
             32 London Bridge Street
                London SE1 9SY

             Printed by Allen & Overy LLP
                     NY:2947957.8



                        125

				
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