8.125% non-cumulative callable preference shares, series 5

Prospectus Supplement to Prospectus dated August 31, 2007

100,000,000 American Depositary Shares, Series 5Barclays Bank PLC

Representing100,000,000 Non-Cumulative Callable Dollar Preference Shares, Series 5

(Nominal value of $0.25 each)

We, Barclays Bank PLC, are issuing dollar-denominated non-cumulative callable preference shares, series 5, which will besold in the form of American Depositary Shares, series 5, or ADSs.

From and including the date of issuance, dividends will accrue on each preference share at a rate of 8.125% per year on theamount of $25 per preference share. Dividends will be payable quarterly in arrear on March 15, June 15, September 15 andDecember 15 of each year, commencing on June 15, 2008. We may redeem some or all of the preference shares on June 15,2013 and on any dividend payment date thereafter, or all, but not some only, of the preference shares, at any time upon theoccurrence of a regulatory event, as described more fully in this prospectus supplement, at a redemption price of $25 perpreference share plus accrued but unpaid dividends (if any) for the then-current dividend period.

Dividends on the preference shares are discretionary. However, if dividends are not paid in full on the preference shares, weand our parent, Barclays PLC, will be subject to restrictions on our ability to pay dividends on (or redeem or repurchase) ourordinary shares and Barclays PLC’s ordinary shares, other series of preference shares and other share capital, until we nextmake a payment in respect of your preference shares or redeem or purchase all of your preference shares. Barclays PLC hasnot otherwise assumed any obligations in respect of the preference shares. Dividends on the preference shares are payableonly to the extent that payment can be made out of profits that are available for distribution and permitted by law to bedistributed.

If we are liquidated, you will be entitled to receive a liquidation preference of $25 per preference share plus accrued butunpaid dividends (if any) for the then-current dividend period, but only after we have paid all of our debts and otherliabilities to our creditors and to holders of any of our capital shares that are senior to your preference shares.

Investing in the preference shares or ADSs involves risks. See “Risk Factors” beginning on page S-11 of this prospectussupplement and on page 63 of our Annual Report on Form 20-F incorporated by reference herein.

Application will be made to list the ADSs on the New York Stock Exchange. Trading of the ADSs on the New York StockExchange is expected to commence within 30 days after the initial delivery of the ADSs.

Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved ordisapproved of these securities or determined that this prospectus supplement is truthful or complete. Anyrepresentation to the contrary is a criminal offense.

Price to Public(1)Underwriting

Compensation(2)

Proceeds, beforeexpenses, to

Barclays Bank PLC

Per ADS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 25.00 $ 0.7875 $ 24.2125Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,500,000,000 $78,750,000 $2,421,250,000

(1) Plus accrued dividends, if any, from the original date of issuance.(2) For sales to certain institutions, the underwriting compensation will be $0.50 per ADS and, to the extent of such sales, the total underwriting discount

will be less than the amount set forth above.

We have granted the underwriters an option to purchase on or prior to April 22, 2008 up to an additional 15,000,000 ADSs tocover overallotments, if any, at the Price to Public less the Underwriting Compensation. If the option is exercised in full, thetotal Price to Public, Underwriting Compensation, and Proceeds, before expenses, payable to us will be $2,875,000,000,$90,562,500 and $2,784,437,500, respectively. Any ADSs or preference shares issued or sold under the option will have thesame terms and conditions as the ADSs or preference shares described herein.

The underwriters expect to deliver the ADSs to purchasers in book-entry form only through the facilities of The DepositoryTrust Company, or DTC, on or about April 11, 2008. Beneficial interests in the ADSs will be shown on, and transfers thereofwill be effected only through, records maintained by DTC and its participants, including Clearstream Banking, sociétéanonyme and Euroclear Bank S.A./N.V.

Barclays Capital Citi Merrill Lynch & Co. UBS Investment Bank Wachovia Securities

Morgan StanleyBanc of America Securities LLC RBC Capital Markets

Deutsche Bank Securities SunTrust Robinson Humphrey Wells Fargo Securities

Prospectus Supplement dated April 8, 2008

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Page Number

Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-3Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-4Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-5Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-11Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-13Description of Preference Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-14Description of American Depositary Receipts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-18Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-23Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-29Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-31Validity of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-34

PROSPECTUS

Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1The Barclays Bank Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Description of Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Description of Preference Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24Description of American Depositary Receipts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29Description of Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50Service of Process and Enforcement of Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54Validity of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55Expenses of Issuance and Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

S-2

FORWARD-LOOKING STATEMENTS

This prospectus supplement and certain documents incorporated by reference herein contain forward-lookingstatements within the meaning of Section 21E of the US Securities Exchange Act of 1934, as amended, andSection 27A of the US Securities Act of 1933, as amended, with respect to certain of our plans and our currentgoals and expectations relating to our future financial condition and performance and which involve a number ofrisks and uncertainties. We caution readers that no forward-looking statement is a guarantee of futureperformance and that actual results could differ materially from those contained in the forward-lookingstatements. Forward-looking statements sometimes use words such as ‘aim’, ‘anticipate’, ‘target’, ‘expect’,‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’, or other words of similar meaning. Examples of forward-lookingstatements include, among others, statements regarding our future financial position, income growth, impairmentcharges, business strategy, projected costs and estimates of capital expenditure and revenue benefits, projectedlevels of growth in the banking and financial markets, future financial and operating results, future financialposition, projected costs and estimates of capital expenditures and other statements that are not historical fact.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events andcircumstances which are subject to, among other things, domestic and global economic and business conditions,market related risks such as changes in interest rates and exchange rates, volatility in the global financial markets(such as those experienced recently), the policies and actions of governmental and regulatory authorities, changesin legislation, progress in the integration of Absa into our business and the achievement of synergy targets relatedto Absa, the outcome of pending and future litigation, and the impact of competition – a number of which factorsare beyond our control. As a result, our actual future results may differ materially from the plans, goals, andexpectations set forth in such forward-looking statements. Additional risks and factors are identified in our filingswith the U.S. Securities and Exchange Commission (the “SEC”) including in our Annual Report on Form 20-Ffor the fiscal year ended December 31, 2007 (the “2007 Form 20-F”), which is available on the SEC’s website atwww.sec.gov. Any forward-looking statements made by or on our behalf speak only as of the date they are made.We do not undertake to update forward-looking statements to reflect any changes in expectations with regardthereto or any changes in events, conditions or circumstances on which any such statement is based. The readershould, however, consult any additional disclosures that we have made or may make in documents we have filedor may file with the SEC.

S-3

INCORPORATION OF DOCUMENTS BY REFERENCE

This prospectus supplement is part of a registration statement on Form F-3 (File No. 333-145845) we have filedwith the SEC under the Securities Act of 1933, as amended. This prospectus supplement omits some informationcontained in the registration statement in accordance with SEC rules and regulations. You should review theinformation in and exhibits to the registration statement for further information on us and the securities we areoffering. Statements in this prospectus supplement concerning any document we have filed or will file as anexhibit to the registration statement or that we have otherwise filed with the SEC are not intended to becomprehensive and are qualified in their entirety by reference to these filings. You should review the completedocument to evaluate these statements.

The SEC allows us to “incorporate by reference” much of the information we file with the SEC, which meansthat we can disclose important information to you by referring you to those publicly available documents. Theinformation that we incorporate by reference in this prospectus supplement is an important part of this prospectussupplement. For information on the documents we incorporate by reference in this prospectus supplement and theaccompanying prospectus, we refer you to “Incorporation of Certain Documents by Reference” on page 1 of theaccompanying prospectus.

In addition to the documents listed in the accompanying prospectus, we incorporate by reference in thisprospectus supplement and the accompanying prospectus any future documents we may file with the SEC underSection 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus supplement until theoffering contemplated in this prospectus supplement is completed. Reports on Form 6-K we may furnish to theSEC after the date of this prospectus supplement (or portions thereof) are incorporated by reference in thisprospectus supplement only to the extent that the report expressly states that it (or such portions) is incorporatedby reference in this prospectus supplement.

We will provide to you, upon your written or oral request, without charge, a copy of any or all of the documentswe referred to above or in the accompanying prospectus which we have incorporated in this prospectussupplement by reference. You should direct your requests to Barclays Bank PLC, 200 Park Avenue, New York,New York 10166, Attention: General Counsel (telephone: 212-412-4000).

S-4

SUMMARY

The following is a summary of this prospectus supplement and should be read as an introduction to, and inconjunction with, the remainder of this prospectus supplement, the accompanying prospectus and any documentsincorporated by reference therein. You should base your investment decision on a consideration of thisprospectus supplement, the accompanying prospectus and any documents incorporated by reference therein, as awhole. Words and expressions defined in “Description of Preference Shares” and “Description of AmericanDepositary Receipts” below shall have the same meanings in this summary.

General

The Issuer . . . . . . . . . . . . . . . . . . . . . . . . Barclays Bank PLC

Barclays Bank PLC, including its subsidiary undertakings, is a majorglobal financial services provider engaged in retail and commercialbanking, credit cards, investment banking, wealth management andinvestment management services. The whole of the issued ordinaryshare capital of Barclays Bank PLC is beneficially owned by BarclaysPLC, which is the ultimate holding company of Barclays Bank PLCand one of the largest financial services companies in the world bymarket capitalization. Except as provided in the deed of covenant tobe entered into by Barclays PLC containing the dividend restrictionreferred to below under “Dividends”, Barclays PLC has not assumedany obligations in respect of the preference shares.

The Securities We Are Offering . . . . . . We are offering dollar-denominated non-cumulative callablepreference shares, series 5, which will be sold in the form ofAmerican Depositary Shares, series 5, or ADSs.

Issue Date . . . . . . . . . . . . . . . . . . . . . . . . April 11, 2008

Liquidation Preference . . . . . . . . . . . . . $25

Form of Securities . . . . . . . . . . . . . . . . . The preference shares will be represented by a share warrant to bearerin the form of a single global share warrant to bearer which will bedeposited with the American Depositary Receipt (“ADR”) depositaryunder the ADR deposit agreement. We may consider the ADRdepositary to be a single holder of the preference shares so depositedfor all purposes.

Use of Proceeds . . . . . . . . . . . . . . . . . . . The proceeds of the issue of the preference shares will be used forgeneral corporate purposes.

Manner of Offering . . . . . . . . . . . . . . . . The ADSs will be offered in connection with their initial issuance orin market-marking transactions, if any, by our affiliates after initialissuance.

The aggregate initial offering price specified on the cover of thisprospectus supplement relates to the initial offering of the ADSs. Thisamount does not include ADSs sold in any market-makingtransactions.

S-5

We do not expect to receive any proceeds from market-makingtransactions.

Please see “Underwriting” in this prospectus supplement for moreinformation.

Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . Application will be made to list the ADSs on the New York StockExchange. Trading of the ADSs on the New York Stock Exchange isexpected to commence within 30 days after the initial delivery of theADSs. The underlying preference shares will not be listed for tradingpurposes by any stock exchange or securities market.

Risk Factors . . . . . . . . . . . . . . . . . . . . . . Investing in the ADSs and the underlying preference shares offeredunder this prospectus supplement involves risk. For a description ofrisks relating to investing in the ADSs and the underlying preferenceshares, please see the section “Risk Factors” in this prospectussupplement and the 2007 Form 20-F.

CUSIP . . . . . . . . . . . . . . . . . . . . . . . . . . . 06739H362

ISIN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . US06739H3628

Over-Allotment Option . . . . . . . . . . . . . We have granted to the underwriters an option to purchase on or priorto April 22, 2008 up to an additional 15,000,000 ADSs to cover over-allotments, if any. Any ADSs or preference shares issued or soldunder the option will have the same terms and conditions as the ADSsor preference shares described herein.

Description of Preference Shares

General . . . . . . . . . . . . . . . . . . . . . . . . . . The preference shares will have a nominal value of $0.25 each andwill, when issued, be fully paid and non-assessable.

Ranking . . . . . . . . . . . . . . . . . . . . . . . . . The preference shares will rank equally among themselves and willrank senior to our ordinary shares and any other class of our sharesranking junior to the preference shares as regards participation in ourprofits and on a return of capital or a winding-up.

Dividends . . . . . . . . . . . . . . . . . . . . . . . . Non-cumulative preferential dividends will accrue on the preferenceshares from and including the date of their issuance. Dividends willaccrue and be payable on each preference share at a rate of 8.125%per year on the amount of $25 per preference share, from andincluding the date of issuance. Dividends will be payable quarterly inarrear in U.S. dollars on March 15, June 15, September 15 andDecember 15 of each year, commencing on June 15, 2008.

Dividends on the preference shares may be paid only to the extentthat payment can be made out of our distributable profits (i.e., profitsof Barclays Bank PLC that are available for distribution andpermitted by law to be distributed). We may for any reason not pay infull or in part any dividends on the preference shares in respect of oneor more dividend periods.

S-6

In addition, if paying all or any part of any dividend on the preferenceshares would cause a breach of the applicable capital adequacyrequirements of the United Kingdom’s Financial Services Authority(“FSA”), then we will not pay that part of that dividend.

If we do not pay in full any dividend on the preference shares on adividend payment date (or if we fail to set aside the amount of thepayment in full), neither we nor Barclays PLC may:

(i) declare or pay a dividend on any of our ordinary shares,other preference shares or other share capital ranking paripassu with or junior to the preference shares in respect todividend payments and rights in liquidation; or

(ii) redeem, purchase, reduce or otherwise acquire any of ourrespective ordinary shares, preference shares or other sharecapital ranking pari passu with or junior to the preferenceshares in respect of dividend payments and rights inliquidation (or set aside any sum or establish any sinkingfund for the redemption, purchase or other acquisitionthereof);

until the earlier of (a) the dividend payment date on which we nextpay in full (or set aside a sum to provide for payment in full of) adividend on the preference shares and (b) the date on or by which allof the preference shares are either redeemed in full or purchased by orfor our account, in each case in accordance with our articles ofassociation and the terms of the preference shares. The restriction inclause (i) above does not apply to any payment by Barclays PLC of afinal dividend declared by its shareholders prior to the relevantdividend payment date, or a dividend paid by us to Barclays PLC orto another wholly-owned subsidiary of Barclays PLC. The restrictionin clause (ii) above does not apply to purchases, redemptions,reductions or other acquisitions of our shares held by Barclays PLC oranother wholly-owned subsidiary of Barclays PLC.

Rights Upon Liquidation . . . . . . . . . . . If there is a return of capital in respect of our voluntary or involuntaryliquidation, dissolution, winding-up or otherwise, other than aredemption or purchase by us of any of our issued shares, or areduction of our share capital, permitted by our articles of associationand under applicable law, you will be entitled to receive a liquidationdistribution of $25 per preference share, plus accrued but unpaiddividends (if any) for the then-current dividend period, as describedunder “Description of Preference Shares – Rights Upon Liquidation”in this prospectus supplement.

Optional Redemption . . . . . . . . . . . . . . Subject to the requirements of the UK Companies Act 1985 (asamended) and the operative company law provisions of the UKCompanies Act 2006 (together, the “Companies Acts”), our articles ofassociation and to giving one month’s prior written notice to the FSA(if required), we may redeem some or all of the preference shares on

S-7

June 15, 2013 and on any dividend payment date thereafter. If weredeem your preference shares, we will give you at least 30 days’ (butno more than 60 days’) prior notice. The redemption price payable onthe redemption of preference shares is equal to $25 per preferenceshare plus accrued but unpaid dividends (if any) for the then-currentdividend period to the date fixed for redemption. For furtherinformation, please see “Description of Preference Shares – OptionalRedemption” in this prospectus supplement.

Regulatory Event Redemption . . . . . . . Subject to the requirements of the Companies Acts, our articles ofassociation and to certain other conditions described in thisprospectus supplement, if at any time the preference shares are nolonger eligible to qualify as Tier 1 Capital (as such term is defined inthe FSA’s “General Prudential Sourcebook” or any successorpublication replacing such sourcebook) then we may redeem all, butnot some only, of the preference shares. If we redeem your preferenceshares, we will give you at least 30 days’ (but no more than 60 days’)prior notice, which notice shall be irrevocable. The redemption pricepayable on the redemption of preference shares is equal to $25 perpreference share plus accrued but unpaid dividends (if any) for thethen-current dividend period to the date fixed for redemption. Forfurther information, please see “Description of Preference Shares –Regulatory Event Redemption” in this prospectus supplement.

Purchases . . . . . . . . . . . . . . . . . . . . . . . . Subject to the requirements of the Companies Acts, U.S. securitieslaws, our articles of association and all other applicable rules andregulations, and subject to the consent of or prior notification to theFSA (if required) we may at any time purchase, or cause to bepurchased for our account, all or any of the preference shares at anyprice. We will not be required to select the shares to be purchasedratably or in any other particular manner as between the holders ofpreference shares or as between them and the holders of shares of anyother class (whether or not the preference shares rank senior to suchother class).

Voting Rights . . . . . . . . . . . . . . . . . . . . . As a holder of the preference shares or ADSs, you will not be entitledto receive notice of, attend or vote at any general meeting of ourordinary shareholders.

Variation of Rights . . . . . . . . . . . . . . . . We may not vary or abrogate the rights attached to the preferenceshares except pursuant to a special resolution adopted by holders ofthe preference shares at a general meeting or with the written consentof holders of three-fourths of the preference shares.

We may not authorize, create or increase the amount of any shares ofany class, or any security convertible into shares of any class, rankingsenior to the preference shares (other than on a redemption orpurchase of any such share, or a reduction of share capital, permittedby the articles of association and under applicable law), except withthe written consent of holders of three-fourths of the issued

S-8

preference shares or pursuant to a special resolution passed at aseparate general meeting of the holders of the preference shares.

Further Issues . . . . . . . . . . . . . . . . . . . . We may, at any time and from time to time, without the consent orsanction of the holders of the preference shares, create or issue furtherpreference shares or other share capital of one or more series rankingequal or junior to the preference shares.

No Additional Amounts . . . . . . . . . . . . If at any time we are required by a tax authority to deduct or withholdtaxes from payments made by us with respect to the preferenceshares, we will not pay additional amounts. As a result, the netamount received from us by each holder of a preference share, afterthe deduction or withholding, will be less than the amount the holderwould have received in the absence of the deduction or thewithholding.

Registrar and Paying Agent . . . . . . . . . The Bank of New York, One Canada Square, London E14 5AL,United Kingdom, will act as the registrar and initial principal payingagent for the preference shares.

Governing Law . . . . . . . . . . . . . . . . . . . English law.

Description of American Depositary Receipts (ADRs)

Depositary . . . . . . . . . . . . . . . . . . . . . . . The Bank of New York will act as the ADR depositary. The ADRdepositary’s corporate trust office in New York City is presentlylocated at 101 Barclay Street, New York, New York 10286.

American Depositary Receipts . . . . . . . An ADR is a certificate evidencing a specific number of ADSs. EachADS will represent one preference share, or evidence of rights toreceive one preference share, deposited with the London office of TheBank of New York, as custodian.

Withdrawal of Deposited Securities . . ADRs may be surrendered in exchange for preference shares inregistered form only. Upon surrender of ADRs at the ADRdepositary’s corporate trust office in New York City and uponpayment of the taxes, charges and fees provided in the depositagreement and subject to its terms, an ADR holder is entitled todelivery, to or upon its order, at the ADR depositary’s corporate trustoffice in New York City or the office of the custodian in London ofthe amount of preference shares represented by the ADSs evidencedby the surrendered ADRs.

Cash Dividends and Other CashDistributions . . . . . . . . . . . . . . . . . . . The ADR depositary will distribute all cash dividends or other cash

distributions that it receives in respect of deposited preference sharesto the ADR holders in proportion to their holdings of ADSsrepresenting the preference shares.

S-9

Redemption of ADSs . . . . . . . . . . . . . . . If we redeem the preference shares represented by ADSs, the ADRdepositary will distribute the redemption amount to ADR holders as acash distribution, as described under “Description of AmericanDepositary Receipts – Cash Dividends and Other Cash Distributions”in this prospectus supplement.

General . . . . . . . . . . . . . . . . . . . . . . . . . . Neither the ADR depositary nor we will be liable to ADR holders ifprevented or forbidden or delayed by any present or future law of anycountry or by any governmental or regulatory authority or stockexchange, any present or future provision of our articles ofassociation, any provision of any securities issued or distributed byus, or any act of God or war or terrorism or other circumstancesbeyond our control or the ADR depositary’s control in performing ourobligations under the deposit agreement.

Governing Law . . . . . . . . . . . . . . . . . . . The deposit agreement and the ADRs are governed by, and construedin accordance with, the laws of the State of New York.

Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . It is expected that the ADSs will be rated Aa3 by Moody’s InvestorServices, Inc., A+ by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and AA by Fitch Ratings Ltd. These ratingsreflect only the view of the applicable rating agency at the time therating is issued, and any explanation of the significance of the ratingmay only be obtained from the relevant rating agency. There is noassurance that any credit rating will remain in effect for any givenperiod of time or that it will not be lowered, suspended, modified orwithdrawn entirely by the applicable rating agency if, in that ratingagency’s judgment, circumstances warrant the lowering, suspension,modification or withdrawal of the rating. Any such lowering,suspension or withdrawal of any rating may have an adverse effect onthe market price or the marketability of the ADSs.

S-10

RISK FACTORS

Investing in the securities offered under thisprospectus supplement involves risk. You shouldcarefully consider the risks and the other informationcontained in this prospectus supplement, theaccompanying prospectus, the 2007 Form 20-F andany other documents incorporated by referencebefore deciding to invest in the securities. If any ofthese risks occurs, our business, financial condition,and results of operations could suffer, and the tradingprice and liquidity of the preference shares or theADSs could decline, in which case you could losesome or all of your investment.

If We Do Not Make Payments on Other SecuritiesIssued by Us, We Will Not be Permitted to PayDividends on the Preference Shares

We have previously issued certain tier-one notes, orTONs, and reserve capital instruments, or RCIs. Ifwe defer any coupon payment on the TONs, we willnot be permitted to pay any dividends on (or redeemor repurchase) any preference shares until we make acoupon payment on the TONs. If we defer anycoupon payment on the RCIs, we will not bepermitted to pay any dividends on any preferenceshares until we pay the deferred coupon payment.

In addition, we have previously issued otherpreference shares. If our board of directors decidesnot to pay in full dividends on those other preferenceshares, we will not be permitted to pay dividends on(or redeem or repurchase) any preference sharesoffered under this prospectus supplement.

In the future, we may issue other preference sharesand securities that similarly restrict our ability to paydividends on (or redeem or repurchase) thepreference shares offered under this prospectussupplement in the event we do not make payments onsuch other preference shares and securities.

Dividends on the Preference Shares AreDiscretionary and Non-cumulative

Our board of directors may resolve, for any reasonand in its absolute discretion, not to pay in full or inpart any dividends on the preference shares in respectof a particular dividend period. Also, our board ofdirectors is not permitted to pay any dividends on thepreference shares unless such dividends can be paid

out of our profits that are available for distributionand permitted by law to be distributed. In addition, ifpaying all or any part of any dividend on thepreference shares would cause a breach of theapplicable capital adequacy requirements of the FSA,then we will not pay that part of that dividend.

There can be no assurance that we will havesufficient profits available for distribution for ourboard of directors to be authorized to pay the fullamount of dividends on the preference shares inrespect of a particular dividend period. For moreinformation regarding risks that may materially affectthe amount of our profits available for distributionand our ability to make payments under thepreference shares, please refer to the informationunder the caption “Risk Factors” in the 2007Form 20-F, which is incorporated by reference in thisprospectus supplement.

Dividends on the preference shares will also benon-cumulative. If our board of directors does notpay the full amount of the dividend payable on adividend payment date, then the rights of holders ofthe preference shares or ADSs to receive any unpaidamount in respect of the relevant dividend period willbe lost. We will have no obligation to pay thedividend accrued for that dividend period or to payany interest on the dividend, whether or notdividends on the preference shares are paid for anysubsequent dividend period.

If We Are Wound-up or Liquidated, AnyDistribution on the Preference Shares Will beSubordinated to the Claims of Our Creditors, andHolders of the Preference Shares may be TreatedDifferently from Holders of TONs and RCIs

If we are wound-up or liquidated, voluntarily orinvoluntarily, you will not be entitled to receive anyliquidation preference on the preference shares untilafter the claims of all of our creditors have beensatisfied. If we do not have sufficient assets at thetime of liquidation to satisfy those claims, you willnot receive any liquidation preference on thepreference shares. There is no limitation on ourability to issue debt securities in the future that wouldrank equal or senior in liquidation to the preferenceshares offered under this prospectus supplement.

Subject to the requirements described under“Description of Preference Shares – Variation of

S-11

Rights,” we will be permitted to issue preferenceshares in the future that would rank senior inliquidation to the preference shares offered under thisprospectus supplement. Because preference sharesare in legal form of a different nature to the TONs orRCIs (or similar securities that we have issued ormay issue in the future), there can be no assurancesthat as a holder of a preference share you will betreated equally with such securities in allcircumstances.

Dividends on the Preference Shares Could BeAdversely Affected By Regulatory Restrictions onOur Operations

UK bank regulatory authorities could makedeterminations in the future with respect to us thatcould adversely affect our ability to pay dividends inrespect of the preference shares or ADSs. In addition,United States federal or state regulatory authorities,as well as regulatory authorities in other countries,have regulatory authority over us and/or oursubsidiary undertakings. Under certaincircumstances, any of such regulatory authoritiescould make determinations or take decisions in thefuture with respect to us and/or any of our subsidiaryundertakings or a portion of their respectiveoperations or assets that could adversely affect theability of any of them to, among other things, makedistributions to their respective securityholders,engage in transactions with affiliates, purchase ortransfer assets, pay their respective obligations ormake any redemption or liquidation payments to theirsecurityholders. Please refer to the information underthe caption “Business Review – Risk Management –Supervision and Regulation” in the 2007 Form 20-F,which is incorporated by reference in this prospectussupplement, for a description of regulations currentlyapplicable to us.

Holders may be Required to Bear the FinancialRisks of an Investment in the Preference Sharesand the ADSs for an Indefinite Period of Time

The preference shares and ADSs do not have a fixedfinal redemption date and investors will have no rightto call for the redemption of the preference shares orthe ADSs. Although we may redeem preferenceshares and ADSs on June 15, 2013 and on anydividend payment date thereafter, or at any time uponthe occurrence of a regulatory event, at a redemptionprice of $25 per preference share plus accrued butunpaid dividends (if any) for the then-current

dividend period, we have no obligation to redeempreference shares and ADSs and there may belimitations on our ability to do so. Therefore, youshould be aware that you may be required to bear thefinancial risks of an investment in the preferenceshares and the ADSs for an indefinite period of time.

An Active Market for the ADSs May Fail toDevelop

Application will be made to list the ADSs on theNew York Stock Exchange and trading of the ADSson the New York Stock Exchange is expected tocommence within 30 days after the initial delivery ofthe ADSs. However, we do not intend to list thepreference shares for trading on any stock exchangeor securities market and we are not required tomaintain the listing of the ADSs on the New YorkStock Exchange or any other stock exchange orsecurities market. There can be no assurance that anactive public market for the ADSs will develop and,if such a market were to develop, neither theunderwriters nor any other person are required tomaintain such a market. The liquidity and the marketprices for the ADSs can be expected to vary withchanges in market and economic conditions generallyand in our financial condition, credit rating andprospects in particular, as well as in response to otherfactors that generally influence the market prices ofsecurities.

National Association of Insurance Commissioners

The National Association of InsuranceCommissioners (“NAIC”) reviews a broad array ofsecurities, including so-called hybrid securities suchas the preference shares, and may from time to timeclassify them into various categories. Depending onhow the NAIC may classify the preference shares,they may be more or less attractive to U.S. insurancecompanies that may seek to invest in the preferenceshares, which may in turn affect the demand for thepreference shares after this offering. You shouldconsult with your own advisor about the implicationsto you, if any, of a classification by the NAIC withrespect to the preference shares, if any.

Holders of the Preference Shares or ADSs Do NotHave Voting Rights

As a holder of the preference shares or ADSs, youwill not be entitled to receive notice of, attend or voteat any general meeting of our ordinary shareholders.

S-12

Rating Agencies May Change RatingMethodologies, Including Their Views on“Notching” Practices

The rating agencies may in the future change theirrating methodologies for securities with featuressimilar to the preference shares. This may include,for example, the relationship between ratingsassigned to an issuer’s senior securities and ratingsassigned to securities with features similar to thepreference shares, sometimes called “notching”. Ifthe rating agencies were to change their practices forrating such securities in the future and the ratings ofthe preference shares were to be subsequentlylowered, this may have a negative impact on thetrading price of the ADSs.

Implications of Withdrawal of UnderlyingPreference Shares and Holding Preference Sharesin Registered Form.

The preference shares will be represented by a sharewarrant to bearer in the form of a single global sharewarrant which will be deposited with the ADRdepositary under the ADR deposit agreement. TheADSs are capable of being surrendered in exchangefor preference shares in registered form, though suchexchanges are not anticipated. If a holder chooses totake delivery of the preference shares underlying itsADSs, neither ad valorem UK stamp duty nor UKstamp duty reserve tax (“SDRT”) should be payableon the exchange, provided that the preference sharesare not transferred (i) to, or to a nominee for, aperson whose business is or includes the provision ofclearance services or (ii) to, or to a nominee or agentfor, a person whose business is or includes issuingdepositary receipts. However, a subsequent transferof (or unconditional agreement to transfer) preferenceshares in registered form would be subject to UKstamp duty or SDRT as described below.

Subject to certain exceptions, a documentary transferof preference shares in registered form, or adocumentary agreement to transfer any interest inany preference shares in registered form where suchinterest falls short of full legal and beneficialownership, would attract ad valorem UK stamp duty,and an unconditional agreement to transferpreference shares would attract SDRT (provided thatSDRT would not be payable if UK stamp duty hadbeen paid), generally at the rate of 0.5% (rounded up,if necessary, to the nearest £5) on the amount orvalue of the consideration for the transfer.

Furthermore, UK stamp duty would, subject tocertain exceptions, be payable at the rate of 1.5%(rounded up, if necessary, to the nearest £5) of thevalue of preference shares in registered form on anyinstrument pursuant to which preference shares aretransferred (i) to, or to a nominee for, a person whosebusiness is or includes the provision of clearanceservices or (ii) to, or to a nominee or agent for, aperson whose business is or includes issuingdepositary receipts. SDRT, at the same rate, couldalso be payable in these circumstances but no SDRTwould be payable if stamp duty were paid.

This tax treatment may mean that preference sharesheld in registered form trade separately frompreference shares which are represented by ADSs,and consequently there may be an increased risk ofilliquidity in relation to any preference shares held inregistered form. Furthermore, in exchanging ADSsfor registered preference shares, a holder will also beexchanging listed for unlisted securities, which arelikely to be less liquid and marketable than the ADSs.

USE OF PROCEEDS

The net proceeds from the sale of the ADSs, less theunderwriting compensation (giving effect to sales tocertain insti tutions in respect of which theunderwriting compensation is $0.50 per ADS) of$71,827,000 and expenses payable by us estimated at$1,170,000, are estimated to be $2,427,003,000.These proceeds will be used for general corporatepurposes.

S-13

DESCRIPTION OF PREFERENCE SHARES

The following description of the preference sharesreplaces in its entirety the description of thepreference shares in the accompanying prospectus. Ifthis prospectus supplement is inconsistent with theaccompanying prospectus, this prospectussupplement will prevail with regard to the preferenceshares. The following summary is not complete and issubject to, and qualified in its entirety by referenceto, our articles of association, as amended, thewritten resolutions passed by the fund raisingcommittee of our board of directors, the form ofspecial resolution adopting the terms of thepreference shares to be passed by our shareholders,the form of deed of covenant to be entered into byBarclays PLC containing the dividend restrictionreferred to below under “– Dividends – PartialPayment and Non-Payment of Dividends” and theform of agency agreement to be entered between usand The Bank of New York. We will file a copy ofthese documents with the SEC under cover ofForm 6-K prior to the issuance of the ADSs.

General

Under our articles of association, only our board ofdirectors or an authorized committee of the Board isempowered to provide for the issuance of U.S. dollar-denominated preference shares if a resolution of ourshareholders has authorized the allotment.

The preference shares will have a nominal value of$0.25 each and will, when issued, be fully paid andnon-assessable. The preference shares will rankequally among themselves and will rank senior to ourordinary shares and any other class of our sharesranking junior to the preference shares as regardsparticipation in our profits and on a return of capitalor a winding-up.

The preference shares will be represented by a sharewarrant to bearer in the form of a single global sharewarrant to bearer which will be deposited with theADR depositary under the ADR deposit agreement.We may consider the ADR depositary to be a singleholder of preference shares so deposited for allpurposes.

Title to preference shares in registered form will passby transfer and registration on the register that theregistrar for the preference shares shall keep at its

office in the United Kingdom. The registrar for thepreference shares will not charge for the registrationof transfer, but the person requesting it will be liablefor any taxes, stamp duties or other governmentcharges.

A summary of certain terms and provisions of theADR deposit agreement pursuant to which ADRsevidencing the ADSs are issuable is set forth belowunder the heading “Description of AmericanDepositary Receipts”.

Dividends

Dividend Rights

Non-cumulative preferential dividends will, subject toand as set out under “Partial Payment andNon-Payment of Dividends”, accrue on the preferenceshares from and including the date of their issuance.Dividends will be paid on each preference share at arate of 8.125% per year on the amount of $25 perpreference share, from and including the date ofissuance. Dividends will be payable quarterly in arrearin U.S. dollars on March 15, June 15, September 15and December 15 of each year, commencing onJune 15, 2008.

Dividends on the preference shares may be paid onlyto the extent that payment can be made out of ourdistributable profits (i.e., profits of Barclays BankPLC that are available for distribution and permittedby law to be distributed). Our board of directors mayresolve, for any reason and in its absolute discretion,not to pay in full or in part any dividends on thepreference shares in respect of one or more dividendperiods.

In addition, if paying all or any part of any dividendon the preference shares would cause a breach of theapplicable capital adequacy requirements of the FSA,then we will not pay that part of that dividend.

A “dividend period” is the period from and includingthe most recent dividend payment date (or the date ofissuance in the case of the first dividend period) tobut excluding the next succeeding dividend paymentdate.

Dividends on the preference shares will be calculatedon the basis of a 360-day year of twelve 30-daymonths.

S-14

Partial Payment and Non-Payment of Dividends

Dividends on preference shares may be paid only tothe extent that payment can be made out of ourprofits which are available for distribution andpermitted by law to be distributed. Dividends on thepreference shares will not be paid in full if ourdistributable profits are insufficient on any dividendpayment date to enable us to pay accrued dividendsin full on the preference shares and at the same timepay (or set aside funds to pay) the full amount ofdividends expressed to be payable on or before thatdividend payment date on any other class ofpreference shares or any class of our share capitalranking equal or senior to the preference shares asregards participation in our profits.

If our distributable profits are insufficient on thisbasis, we will not pay you any dividends on thepreference shares until after we have paid (or setaside funds to pay) the full amount of any dividendsreferred to above in respect of other classes ofpreference shares or share capital ranking senior tothe preference shares. If any distributable profitsremain after we have paid those dividends, we willpay you dividends on the preference shares on a prorata basis with other classes of preference shares orshare capital ranking equally with the preferenceshares.

On any dividend payment date, the dividend on thepreference shares which would otherwise be payableon such dividend payment date may, at ourdiscretion, either not be payable at all or only bepayable in part.

If a dividend on the preference shares is not paid, oris paid only in part, you will have no claim in respectof such non-payment or partial payment, and we willhave no obligation to pay the dividend accrued forthe relevant dividend period or to pay interest on thatdividend, whether or not we pay dividends on thepreference shares for any future dividend period.

If we do not pay in full any dividend on thepreference shares on a dividend payment date (or ifwe fail to set aside the amount of the payment infull), neither we nor Barclays PLC may:

(i) declare or pay a dividend on any of ourordinary shares, other preference shares orother share capital ranking pari passu or

junior with the preference shares in respectto dividend payments and rights inliquidation; or

(ii) redeem, purchase, reduce or otherwiseacquire any of our respective ordinaryshares, preference shares or other sharecapital ranking pari passu with or junior tothe preference shares in respect of dividendpayments and rights in liquidation (or setaside any sum or establish any sinking fundfor the redemption, purchase or otheracquisition thereof)

until the earlier of (a) the dividend payment date onwhich we next pay in full (or set aside a sum toprovide for payment in full of) a dividend on thepreference shares and (b) the date on or by which allof the preference shares are either redeemed in full orpurchased by or for our account, in each case inaccordance with our articles of association and theterms of the preference shares. The restriction inclause (i) above does not apply to any payment byBarclays PLC of a final dividend declared by itsshareholders prior to the relevant dividend paymentdate, or a dividend paid by us to Barclays PLC or toanother wholly-owned subsidiary of Barclays PLC.The restriction in clause (ii) above does not apply tothe purchases, redemptions, reductions or otheracquisitions of our shares held by Barclays PLC oranother wholly-owned subsidiary of Barclays PLC.

Unclaimed Dividends

If you do not claim any dividend paid by us after aperiod of 12 years from the date when it first becamedue for payment, you will forfeit the dividend and theunclaimed amount will revert to us. We will not actas your trustee in respect of any unclaimed dividendor other amount, even if our board of directors pays adividend or other amount on the preference sharesinto a separate account.

No Interest

We will not pay you any interest on any dividend orother amount payable on the preference shares.

Rights Upon Liquidation

If there is a return of capital in respect of ourvoluntary or involuntary liquidation, dissolution,

S-15

winding-up or otherwise, other than in respect of anyredemption or repurchase of the preference sharespermitted by our articles of association and underapplicable law, the holders of the outstandingpreference shares will be entitled to receiveliquidating distributions. Liquidating distributionswill:

• come from the assets we have available fordistribution to shareholders, before anypayment is made to holders of our ordinaryshares or any other class of shares then inissue ranking junior to the preference sharesupon a return of capital;

• rank equally in every respect on such areturn of capital with the holders of anyother class of shares then in issue (other thanany class of shares then in issue ranking inpriority to the preference shares on awinding-up or such other return of capital);and

• be in an amount equal to the liquidationvalue per share of the preference shares,plus an amount equal to accrued and unpaiddividends (if any), whether or not declaredor earned, for the then-current dividendperiod up to and including the date ofcommencement of our winding-up or thedate of any other return of capital, as thecase may be.

After payment of the full amount of the liquidatingdistribution to which they are entitled, the holders ofthe preference shares shall not be entitled toparticipate further in our assets available fordistribution among our shareholders. If there is a saleof all or substantially all of our assets, thedistribution to our shareholders of all or substantiallyall of the consideration for the sale, unless theconsideration, apart from assumption of liabilities, orthe net proceeds consist entirely of cash, will not bedeemed a return of capital in respect of ourliquidation, dissolution or winding-up.

Optional Redemption

Subject to the requirements of the Companies Acts,our articles of association and to giving one month’sprior written notice to the FSA (if required), we mayredeem some or all of the preference shares on

June 15, 2013 and on any dividend payment datethereafter. If we redeem your preference shares, wewill give you at least 30 days’ (but no more than 60days’) prior notice. The redemption price payable onthe redemption of preference shares is equal to $25per preference share plus accrued but unpaiddividends (if any) for the then-current dividendperiod to the date fixed for redemption.

In the event that payment of the redemption price inrespect of any preference share is improperlywithheld or refused, the dividend on the preferenceshare will continue to accrue, at the then applicablerate, from the date fixed for redemption to the date ofpayment of the redemption price. If the date forpayment of any amount due on redemption is not abusiness day, then payment of that amount will bemade on the next succeeding business day, withoutany interest or payment in respect of such delay.

Regulatory Event Redemption

Subject to the requirements of the Companies Acts,our articles of association and to certain otherconditions set forth below, if at any time thepreference shares are no longer eligible to qualify asTier 1 Capital (as such term is defined in the FSA’s“General Prudential Sourcebook” or any successorpublication replacing such sourcebook) then we mayredeem all, but not some only, of the preferenceshares. If we redeem your preference shares, we willgive you at least 30 days’ (but no more than 60days’) prior notice, which notice shall be irrevocable.The redemption price payable on the redemption ofpreference shares is equal to $25 per preference shareplus accrued but unpaid dividends (if any) for thethen-current dividend period to the date fixed forredemption.

Any redemption of the preference shares pursuant tothe preceding paragraph shall be subject to thefollowing conditions:

(i) we must be in compliance with our capitaladequacy requirements as provided in thecapital regulations (except to the extent thatthe FSA no longer so requires) both at thetime when the notice of redemption isgiven and immediately following suchredemption;

(ii) any such redemption of the preferenceshares prior to June 15, 2013 shall be

S-16

subject to (i) the prior consent of the FSA(if required) and (ii) the regulatory eventoccurring as a result of a change of law orregulation in the United Kingdom or achange in the interpretation of such law orregulation by any court or authority entitledto do so; and

(iii) for any such redemption of the preferenceshares after June 15, 2013, we mustprovide at least one month’s prior notice tothe FSA (if required).

For the purposes of this “– Regulatory EventRedemption” section of the prospectus supplement:

“capital regulations” means at any time theregulations, requirements, guidelines and policiesrelating to capital adequacy then in effect of the FSAor other relevant regulator; and

“regulatory event” means that the preference sharesare no longer eligible to qualify as Tier 1 Capital (assuch term is defined in the FSA’s “GeneralPrudential Sourcebook” or any successor publicationreplacing such sourcebook).

Purchases

Subject to the requirements of the Companies Acts,U.S. securities laws, our articles of association and allother applicable rules and regulations, and subject tothe consent of or prior notification to the FSA (ifrequired) we may at any time purchase, or cause to bepurchased for our account, all or any of the preferenceshares at any price. We will not be required to selectthe shares to be purchased ratably or in any otherparticular manner as between the holders of preferenceshares or as between them and the holders of shares ofany other class (whether or not the preference sharesrank senior to such other class).

Voting Rights


Variation of Rights

The rights, preferences and privileges attached to thepreference shares may be abrogated only with thewritten consent of the holders of at least three-fourthsof the outstanding preference shares or with the

sanction of a special resolution passed at a separategeneral meeting of the holders of the outstandingpreference shares. A special resolution will beadopted if passed by a majority of at least three-fourths of those holders voting in person or by proxyat the meeting. The quorum required for this separategeneral meeting will be two qualified persons entitledto vote and holding, representing or authorized toexercise voting rights in respect of at least one-thirdin nominal value of the preference shares then inissue, except that if at any adjourned meeting wherethis quorum requirement is not met, any qualifyingperson present and entitled to vote and holding,representing or authorized to exercise voting rights inrespect of any preference shares will constitute aquorum.

We may not authorize, create or increase the amountof any shares of any class, or any security convertibleinto shares of any class, ranking senior to thepreference shares, except, as described above, withthe written consent of holders of three-fourths of theissued preference shares or pursuant to a specialresolution passed at a separate general meeting of theholders of the preference shares.

This restriction does not apply to our redemption orpurchase of any shares, or any reduction of our sharecapital, permitted by our articles of association andunder applicable law.

Notices of Meetings

A notice of any meeting at which holders of thepreference shares are entitled to vote will be mailedto each record holder of the preference shares, or tothe extent practicable published in a leading dailynewspaper in London or in an English languagenewspaper of general circulation in Europe. Eachnotice will state:

• the place, date and time of the meeting;

• the general nature of the business to betransacted;

• a description of any resolution to beproposed for adoption at the meeting onwhich those holders are entitled to vote; and

• that each holder entitled to attend and vote isentitled to appoint one or more proxies toattend, and, on a poll, vote instead of suchholder and that a proxy need not be a holder.

S-17

A holder of the preference shares in registered formwho is not registered with an address in the UnitedKingdom and who has not supplied an address withinthe United Kingdom to us for the purpose of noticesis not entitled to receive notices of meetings from us.For a description of notices that we will give to theADR depositary and that the ADR depositary willgive to ADR holders, you should read “Descriptionof American Depositary Receipts – Reports andNotices” in this prospectus supplement.

Further Issues

We may, at any time and from time to time, withoutthe consent or sanction of the holders of thepreference shares, create or issue further preferenceshares or other share capital of one or more seriesranking equal or junior to the preference shares. Ourcreation or issuance of further preference shares orother share capital ranking equally with thepreference shares will not be deemed to alter, vary,affect, modify or abrogate any of the rights attachingto the preference shares. These rights will not bedeemed to be varied by any change to the provisionsin our articles of association, other than a changewhich would result in any further preference sharesor other share capital ranking senior to the preferenceshares. Any further series of preference shares orother share capital ranking equal or junior to thepreference shares may either carry identical rights inall respects with the preference shares (except asregards the date from which such shares rank fordividend) or carry different rights.

No Additional Amounts

If at any time we are required by a tax authority todeduct or withhold taxes from payments made by uswith respect to the preference shares, we will not payadditional amounts. As a result, the net amountreceived from us by each holder of a preferenceshare, after the deduction or withholding, will be lessthan the amount the holder would have received inthe absence of the deduction or the withholding.

Registrar and Paying Agent

The Bank of New York, One Canada Square,London E14 5AL, United Kingdom, will act as theregistrar and initial principal paying agent for thepreference shares.

Governing Law

The creation and issuance of the preference sharesand the rights attached to them will be governed byand construed in accordance with English law.

DESCRIPTION OF AMERICAN DEPOSITARYRECEIPTS

The following description of the ADRs replaces in itsentirety the description of the ADRs in theaccompanying prospectus. If this prospectussupplement is inconsistent with the accompanyingprospectus, this prospectus supplement will prevailwith regard to the ADRs. The deposit agreement isamong us, The Bank of New York, as ADRdepositary, and all holders from time to time of ADRsissued under the deposit agreement. The followingsummary is not complete and is subject to, andqualified in its entirety by reference to, the depositagreement. We have filed a copy of the form ofdeposit agreement with the SEC as an exhibit to ourregistration statement on Form F-3 333-145845.Copies of the deposit agreement are on file at theADR depositary’s corporate trust office and theoffice of the custodian. They are open to inspectionby owners and holders during business hours.

ADR Depositary

The Bank of New York will act as the ADR depositary.The office of The Bank of New York in London will actas custodian. The ADR depositary’s corporate trustoffice in New York City is presently located at101 Barclay Street, New York, New York 10286, andthe custodian’s office is presently located at OneCanada Square, London E14 5AL, United Kingdom.

American Depositary Receipts

An ADR is a certificate evidencing a specific numberof ADSs, each of which will represent one preferenceshare, or evidence of rights to receive one preferenceshare.

Deposit and Issuance of ADRs

When the custodian has received preference shares,or evidence of rights to receive preference shares,and applicable fees, charges and taxes, the ADRdepositary will execute and deliver at its corporate

S-18

trust office in New York City to the person(s)specified by us in writing, an ADR or ADRsregistered in the name of such person(s) evidencingthe corresponding number of ADSs.

Withdrawal of Deposited Securities

ADRs may be surrendered in exchange forpreference shares in registered form. Upon surrenderof ADRs at the ADR depositary’s corporate trustoffice in New York City and upon payment of thetaxes, charges and fees provided in the depositagreement and subject to its terms, an ADR holder isentitled to delivery, to or upon its order, at the ADRdepositary’s corporate trust office in New York Cityor the office of the custodian in London, of theamount of preference shares represented by the ADSsevidenced by the surrendered ADRs. The ADRholder will bear the risk and expense for theforwarding of share certificates and other documentsof title to the corporate trust office of the ADRdepositary. We do not anticipate that ADR holdersare likely to elect to take delivery of underlyingpreference shares for the reasons described aboveunder “Risk Factors.”

Cash Dividends and Other Cash Distributions

The ADR depositary will distribute all cashdividends or other cash distributions that it receivesin respect of deposited preference shares to the ADRholders in proportion to their holdings of ADSsrepresenting the preference shares. The cash amountdistributed will be reduced by any amounts that we orthe ADR depositary must withhold on account oftaxes.

Before making a distribution, the ADR depositarywill deduct any withholding taxes that must be paid.It will distribute only whole U.S. dollars and centsand will round fractional cents to the nearest wholecent.

Redemption of ADSs

If we redeem preference shares represented by ADSs,the ADR depositary will distribute the applicableredemption amount to ADR holders as a cashdistribution, as described under “– Cash Dividendsand Other Cash Distributions” above.

If fewer than all the ADSs are to be redeemed, theADSs to be redeemed will be selected by lot,

proportionately or by any other equitable method asthe ADR depositary may determine. A proportionateamount of preference shares will thereafter beredeemed.

We must give notice of redemption in respect ofpreference shares to the ADR depositary not less than30 days before the redemption date. If instructed byus, the ADR depositary will deliver the notice to allregistered holders of ADRs.

Transfer of Receipts

Title to an ADR, and the ADSs evidenced thereby,may be transferred by surrendering the ADR,properly endorsed or accompanied by properinstruments of transfer, to the ADR depositary. TheADR depositary will register transfers of ADRs on itstransfer books. Where not all of the ADSs evidencedby the ADR are the subject of the transfer, a newADR in respect of the balance of the ADSs will beissued to the transferor.

Record Date

Whenever any cash dividend or other cashdistribution becomes payable, or whenever the ADRdepositary causes a change in the number ofpreference shares represented by each ADS orreceives notice of any meeting of holders ofpreference shares, the ADR depositary will fix arecord date for the determination of the ADR holderswho are entitled to receive the dividend or to giveinstructions for the exercise of voting rights at themeeting, or on or after which each ADS willrepresent the changed number of shares subject to theprovisions of the deposit agreement.

Voting of the Underlying Deposited Series


When the ADR depositary receives notice of anymeeting or solicitation of consents or proxies ofholders of preference shares, it will, at our writtenrequest and as soon as practicable thereafter, mail tothe record holders of ADRs a notice including:

• the information contained in the notice ofmeeting;

S-19

• a statement that the record holders of ADRsat the close of business on a specified recorddate will be entitled, subject to anyapplicable provision of English law, toinstruct the ADR depositary as to theexercise of any voting rights pertaining tothe preference shares represented by theirADSs; and

• a brief explanation of how they may giveinstructions, including an express indicationthat they may instruct the ADR depositary togive a discretionary proxy to a designatedmember or members of our board ofdirectors if no such instruction is received.

Inspection of Transfer Books

The ADR depositary agent will, at its corporate trustoffice in New York City, keep books for theregistration and transfer of ADRs. These books willbe open for inspection by ADR holders at allreasonable times. However, this inspection may notbe for the purpose of communicating with ADRholders in the interest of a business or object otherthan our business or a matter related to the depositagreement or the ADRs.

Reports and Notices

We will furnish the ADR depositary with our annualreports and the ADR depositary will make availableat its corporate trust office in New York City, for anyADR holder to inspect, any reports andcommunications received from us that are bothreceived by the ADR depositary as holder ofpreference shares and made generally available by usto the holders of those preference shares. Thisincludes our annual report and accounts.

Upon written request, the ADR depositary will mailcopies of those reports to ADR holders as provided inthe deposit agreement.

On or before the first date on which we give notice,by publication or otherwise, of:

• any meeting of holders of the preferenceshares;

• any adjourned meeting of holders of thepreference shares; or

• the taking of any action in respect of anycash or other distributions or the offering ofany rights in respect of, preference shares

we have agreed to transmit to the ADR depositary andthe custodian a copy of the notice in the form given orto be given to holders of the preference shares. Ifrequested in writing by us, the ADR depositary will, atour expense, arrange for the prompt transmittal ormailing of such notices, and any other reports orcommunications made generally available to holdersof the preference shares, to all holders of ADRs.

Amendment and Termination of the DepositAgreement

The form of the ADRs and any provisions of thedeposit agreement may at any time and from time totime be amended by agreement between us and theADR depositary, without the consent of holders ofADRs, in any respect which we may deem necessaryor advisable. Any amendment that imposes orincreases any fees or charges, other than taxes andother governmental charges, registration fees,transmission costs, delivery costs or other suchexpenses, or that otherwise prejudices any substantialexisting right of holders of outstanding ADRsevidencing ADSs, will not take effect as to anyoutstanding ADRs until thirty (30) days after noticeof the amendment has been given to the recordholders of those ADRs. Every holder of any ADR atthe time an amendment becomes effective, if it hasbeen given notice, will be deemed by continuing tohold the ADR to consent and agree to the amendmentand to be bound by the deposit agreement or theADR as amended. No amendment may impair theright of any holder of ADRs to surrender ADRs andreceive in return the preference shares represented bythe corresponding ADSs.

Whenever we direct, the ADR depositary has agreedto terminate the deposit agreement by mailing atermination notice to the record holders of all ADRsthen outstanding at least 30 days before the date fixedin the notice of termination. The ADR depositarymay likewise terminate the deposit agreement bymailing a termination notice to us and the recordholders of all ADRs then outstanding if at any time90 days shall have expired since the ADR depositarydelivered a written notice to us of its election toresign and a successor depositary shall not have beenappointed and accepted its appointment.

S-20

If any ADRs evidencing ADSs remain outstandingafter the date of any termination, the ADR depositarywill then:

• discontinue the registration of transfers ofADRs;

• suspend the distribution of dividends toholders of ADRs; and

• not give any further notices or perform anyfurther acts under the deposit agreement,except those listed below, with respect tothose ADRs.

The ADR depositary will, however, continue tocollect dividends and other distributions pertaining tothe preference shares. It will also continue to sellrights and other property as provided in the depositagreement and deliver preference shares, togetherwith any dividends or other distributions receivedwith respect to them and the net proceeds of the saleof any rights or other property, in exchange for ADRssurrendered to it.

At any time after the expiration of one year from thedate of termination of the deposit agreement, theADR depositary may sell the preference shares thenheld. The ADR depositary will then hold uninvestedthe net proceeds of any such sales, together with anyother cash then held by it under the depositagreement in respect of those ADRs, unsegregatedand without liability for interest, for the pro ratabenefit of the holders of ADRs that have notpreviously been surrendered.

Charges of ADR Depositary

The following charges shall be incurred by any partydepositing or withdrawing preference shares, or byany party surrendering ADRs or to whom ADRs areissued:

• $5 or less for each 100 ADSs (or portionthereof) for the execution and delivery ofADRs (including issuances resulting from adistribution shares of rights or other property)and cancellation of ADRs for the purpose ofwithdrawal, including the termination of thedeposit agreement. The ADR depositary hasagreed to waive this fee for the initialexecution and delivery of ADRs evidencing

the corresponding number of ADSs offeredunder this prospectus supplement; and

• any applicable taxes or other governmentalcharges.

Except as provided below, we will pay all other feesor charges of the ADR depositary and those of anyregistrar, co-transfer agent and co-registrar under thedeposit agreement, but persons depositing orwithdrawing preference shares will be obligated topay:

• any applicable share transfer or otherregistration fees associated with deposits orwithdrawals of preference shares; and

• cable, telex, facsimile transmission chargeswhich the deposit agreement provides are atthe expense of persons depositing orwithdrawing preference shares.

Under the deposit agreement, the ADR depositarymay charge an annual fee of $0.02 or less perdepositary share for depositary services. The ADRdepositary has agreed to waive this fee.

You will be responsible for any taxes or othergovernmental charges payable on your ADRs or onthe preference shares underlying your ADRs. See“Risk Factors” above. The ADR depositary mayrefuse to transfer your ADRs or allow you towithdraw the preference shares underlying yourADRs until such taxes or other charges are paid. Itmay apply payments owed to you or sell depositedpreference shares underlying your ADRs to pay anytaxes owed and you will remain liable for anydeficiency. If the ADR depositary sells depositedpreference shares, it will, if appropriate, reduce thenumber of ADSs to reflect the sale and pay to youany proceeds, or send to you any property, remainingafter it has paid the taxes.

General

Neither the ADR depositary nor we will be liable toADR holders if prevented or forbidden or delayed byany present or future law of any country or by anygovernmental or regulatory authority or stockexchange, any present or future provision of ourarticles of association, any provision of any securitiesissued or distributed by us, or any act of God or waror terrorism or other circumstances beyond our or the

S-21

ADR depositary’s control in performing ourobligations under the deposit agreement. Theobligations of both us and the ADR depositary underthe deposit agreement are expressly limited toperforming our duties without gross negligence orbad faith.

Both we and the ADR depositary:

• are not liable if either of us exercises thediscretion permitted under the depositagreement;

• have no obligation to become involved in alawsuit or other proceeding related to theADRs or the deposit agreement; and

• are not liable for any action or nonaction byus in reliance upon the advice of orinformation from legal counsel, accountants,any person presenting securities for deposit,any ADR holder or any other personbelieved by either of us in good faith to becompetent to give such advice orinformation.

The ADR depositary will act as registrar or appoint aregistrar or one or more co-registrars for registrationof the ADRs in accordance with any requirements ofthe NYSE or any other stock exchange or securitiesmarket on or by which the ADSs are listed for tradingpurposes.

The ADRs evidencing ADSs are transferable on thebooks of the ADR depositary or its agent. However,the ADR depositary may close the transfer books asto ADRs evidencing ADSs at any time when it deemsit expedient to do so in connection with theperformance of its duties. As a condition precedent tothe execution and delivery, registration of transfer,split-up, combination or surrender of any ADR orwithdrawal of any preference shares, the ADRdepositary or the custodian may require the personpresenting the ADR or depositing the preferenceshares to pay a sum sufficient to reimburse it for anyrelated tax or other governmental charge and anyshare transfer or registration fee and any applicablefees payable as provided in the deposit agreement.The ADR depositary may withhold any dividends orother distributions, or may sell for the account of the

holder any part or all of the preference sharesevidenced by the ADR, and may apply thosedividends or other distributions or the proceeds ofany sale in payment of the tax or other governmentalcharge. The ADR holder will remain liable for anydeficiency.

Any ADR holder may be required from time to timeto furnish the ADR depositary or the custodian withproof satisfactory to the ADR depositary ofcitizenship or residence, exchange control approval,information relating to the registration on our booksor those that the registrar maintains for us for thepreference shares in registered form, or otherinformation, to execute certificates and to makerepresentations and warranties that the ADRdepositary deems necessary or proper. Until thoserequirements have been satisfied, the ADRdepositary may withhold the delivery or registrationof transfer of any ADR or the distribution or sale ofany dividend or other distribution or proceeds of anysale or distribution or the delivery of any depositedpreference shares or other property related to theADR. The delivery, transfer and surrender of ADRsmay be suspended during any period when thetransfer books of the ADR depositary are closed or ifwe or the ADR depositary deem it necessary oradvisable, subject to the provisions of the followingsentence. The surrender of outstanding ADRs and thewithdrawal of preference shares may not besuspended subject only to:

• temporary delays caused by closing ourtransfer books or those of the ADRdepositary or the deposit of preferenceshares in connection with voting atshareholder meetings, or the payment ofdividends;

• the payment of fees, taxes and similarcharges; and

• compliance with any U.S. or foreign laws orgovernmental regulations relating to theADRs or to the withdrawal of preferenceshares.

The deposit agreement and the ADRs are governedby, and construed in accordance with, the laws of theState of New York.

S-22

TAX CONSIDERATIONS

United States Taxation

This section supplements the discussion of UnitedStates federal income taxation in the accompanyingprospectus. It applies to you only if you acquire yourpreference shares or ADSs in this offering and youhold your preference shares or ADSs as capital assetsfor tax purposes. This section does not apply to you ifyou are a member of a special class of holders subjectto special rules, including:

• a dealer in securities,

• a trader in securities that elects to use amark-to-market method of accounting forsecurities holdings,

• a tax-exempt organization,

• a life insurance company,

• a person liable for alternative minimum tax,

• a person that actually or constructively owns10% or more of our voting stock,

• a person that holds your preference shares orADSs as part of a straddle or a hedging orconversion transaction, or

• a U.S. holder (as defined below) whosefunctional currency is not the U.S. dollar.

This section is based on the United States InternalRevenue Code of 1986 (the “Code”), as amended, itslegislative history, existing and proposed regulations,published rulings and court decisions, all as currentlyin effect. These laws are subject to change, possiblyon a retroactive basis. In addition, this section isbased in part upon the representations of the ADRdepositary and the assumptions that each obligationin the deposit agreement and any related agreementwill be performed in accordance with its terms. Youare a U.S. holder if you are a beneficial owner ofpreference shares or ADSs and you are:

• a citizen or resident of the United States,

• a domestic corporation,

• an estate whose income is subject to UnitedStates federal income tax regardless of itssource, or

• a trust if a United States court can exerciseprimary supervision over the trust’sadministration and one or more UnitedStates persons are authorized to control allsubstantial decisions of the trust.

If a partnership (or an entity treated as a partnershipfor tax purposes) holds preference shares or ADSs,the tax treatment of a partner will generally dependon the state of the partner and the activities of thepartnership. If you are a partner in a partnershipholding preference shares or ADSs, you shouldconsult your tax advisors.

If you are not a U.S. holder, this section does notapply to you.

You should consult your own tax advisor regardingthe United States federal, state and local and othertax consequences of owning and disposing ofpreference shares or ADSs in your particularcircumstances.

This discussion addresses only United States federalincome taxation.

In general, and taking into account the earlierassumptions, for United States federal income taxpurposes, if you hold ADRs evidencing ADSs, youwill be treated as the owner of the shares representedby those ADRs. Exchanges of shares for ADRs, andADRs for shares, generally will not be subject toUnited States federal income tax.

Taxation of Dividends

Under the United States federal income tax laws, ifyou are a U.S. holder, the gross amount of anydividend we pay out of our current or accumulatedearnings and profits (as determined for United Statesfederal income tax purposes) is subject to UnitedStates federal income taxation. If you are anoncorporate U.S. holder, dividends paid to you intaxable years beginning before January 1, 2011 thatconstitute qualified dividend income will be taxableto you at a maximum tax rate of 15% provided thatyou hold the preference shares for more than 60 daysduring the 121-day period beginning 60 days before

S-23

the ex-dividend date and meet certain otherrequirements. Subject to applicable limitations thatmay vary depending on your individualcircumstances, dividends we pay with respect to thepreference shares will be qualified dividend income.

The dividend is taxable to you when you, in the caseof shares, or the ADR depositary, in the case ofADSs, receive it, actually or constructively. Thedividend will not be eligible for the dividendsreceived deduction generally allowed to UnitedStates corporations in respect of dividends receivedfrom other United States corporations. Distributionsin excess of current and accumulated earnings andprofits, as determined for United States federalincome tax purposes, will be treated as a non-taxablereturn of capital to the extent of your basis in thepreference shares or ADSs and thereafter as capitalgain.

For foreign tax credit purposes, dividends will beincome from sources outside the United States andwill, depending on your circumstances, be either“passive” or “general” income for purposes ofcomputing the foreign tax credit allowable to you.

Taxation of Capital Gain

If you are a U.S. holder and you sell or otherwisedispose of your preference shares, you will recognizecapital gain or loss for United States federal incometax purposes equal to the difference between thevalue of the amount that you realize and your taxbasis in your preference shares or ADSs. Capital gainof a noncorporate U.S. holder that is recognized intaxable years beginning before January 1, 2011 isgenerally taxed at a maximum rate of 15% where theholder has a holding period greater than one year.The gain or loss will generally be income or lossfrom sources within the United States for foreign taxcredit limitation purposes.

Redemptions

A redemption of preference shares for cash will betreated as a distribution taxable as a dividend unlessan applicable exception applies, in which case it willbe treated as a sale or exchange of redeemed sharestaxable as described under the caption “– Taxation ofCapital Gain” above.

The redemption will be treated as a sale or exchangeif it (1) results in a “complete termination” of a U.S.

holder’s share interest in us or (2) is not “essentiallyequivalent to a dividend” with respect to a U.S.holder, all within the meaning of Section 302(b) ofthe Code. In determining whether any of these testshave been met, shares considered to be owned by aU.S. holder by reason of certain constructiveownership rules, as well as shares actually owned bysuch holder, must generally be taken into account. Ifa particular U.S. holder of shares does not own(actually or constructively) any of our other shares,or owns only an insubstantial percentage of ouroutstanding shares, and does not participate in ourcontrol or management, a redemption of the shares ofsuch holder will generally qualify for sale orexchange treatment. However, because thedetermination as to whether any of the alternativetests of Section 302(b) of the Code will be satisfiedwith respect to any particular U.S. holder of theshares depends upon the facts and circumstances atthe time that the determination must be made,prospective U.S. holders of the shares are advised toconsult their own tax advisors regarding the taxtreatment of a redemption.

If a redemption of preference shares is treated as adistribution, the entire amount received will betreated as a distribution and will be taxable asdescribed under the caption “– Taxation ofDividends” above.

Information Reporting and Backup Withholding

If you are a noncorporate U.S. holder, informationreporting requirements, on Internal Revenue ServiceForm 1099, generally will apply to:

• payments of dividends or other taxabledistributions with respect to a preferenceshare or an ADS within the United States,including payments made by wire transferfrom outside the United States to an accountyou maintain in the United States; and

• the payment of the proceeds from the sale ofa preference share or ADS effected at aUnited States office of a broker or at theforeign office of a broker that is a U.S.-controlled person.

Additionally, backup withholding will apply to suchpayments if you are a noncorporate U.S. holder that:

• fails to provide an accurate taxpayeridentification number, is notified by the

S-24

Internal Revenue Service that you havefailed to report all dividends required to beshown on your federal income tax returns;or

• in certain circumstances, fails to complywith applicable certification requirements.

If you are a United States alien holder, which is anyholder that is either (i) a non-resident alienindividual, (ii) a foreign corporation or (iii) an estateor trust that in either case is not subject to UnitedStates federal income tax on a net income basis onincome or gain from a preference share or ADS, youare generally exempt from backup withholding andinformation reporting requirements with respect to:

• payments of dividends with respect to apreference share or ADS made to yououtside the United States by us or anothernon-United States payor; and

• other payments of dividends and thepayment of the proceeds from the sale of apreference share or ADS effected at aUnited States office of a broker, as long asthe income associated with such payments isotherwise exempt from United States federalincome tax; and

• the payor or broker does not have actualknowledge or reason to know that youare a United States person and you havefurnished to the payor or broker:

• an Internal Revenue Service FormW-8BEN or an acceptable substituteform upon which you certify, underpenalties of perjury, that you are anon-United States person; or

• other documentation upon which it mayrely to treat the payments as made to anon-United States person in accordancewith U.S. Treasury regulations; or

• you otherwise establish an exemption.

Except as provided below, payment of the proceedsfrom the sale of a preference share or ADS effectedat a foreign office of a broker generally will not besubject to information reporting or backupwithholding. However, a sale of a preference share or

ADS that is effected at a foreign office of a brokerwill be subject to information reporting and backupwithholding if:

• the proceeds are transferred to an accountmaintained by you in the United States;

• the payment of proceeds or the confirmationof the sale is mailed to you at a UnitedStates address; or

• the sale has some other specified connectionwith the United States as provided in U.S.Treasury regulations,

unless the broker does not have actual knowledge orreason to know that you are a United States personand the documentation requirements described aboveare met or you otherwise establish an exemption.

In addition, a sale of a preference share or ADSeffected at a foreign office of a broker will be subjectto information reporting if the broker is:

• a United States person;

• a controlled foreign corporation for UnitedStates tax purposes;

• a foreign person 50% or more of whosegross income is effectively connected withthe conduct of a United States trade orbusiness for a specified three-year period; or

• a foreign partnership, if at any time duringits tax year:

• one or more of its partners are “U.S.persons”, as defined in U.S. Treasuryregulations, who, in the aggregate, holdmore than 50% of the income or capitalinterest in the partnership; or

• such foreign partnership is engaged inthe conduct of a United States trade orbusiness,

unless the broker does not have actual knowledge orreason to know that you are a United States personand the documentation requirements described aboveare met or you otherwise establish an exemption.Backup withholding will apply if the sale is subjectto information reporting and the broker has actualknowledge that you are a United States person.

S-25

You generally may obtain a refund of any amountswithheld under the backup withholding rules thatexceed your income tax liability by filing a refundclaim with the United States Internal RevenueService.

United Kingdom Taxation

The following is a summary of certain aspects of thecurrent United Kingdom taxation treatment of thepreference shares and ADSs. It relates only to (1) theposition of persons who are the absolute beneficialowners of the preference shares or ADSs and who areneither (a) resident in the United Kingdom for taxpurposes nor (b) holding preference shares or ADSsin connection with any trade or business carried on inthe United Kingdom through any branch, agency orpermanent establishment in the United Kingdom (a“Non-UK resident holder”); and (2) to those personswho are (a) resident (or, in the case of individualsonly, ordinarily resident) in the United Kingdom fortax purposes, or (b) carrying on a trade through apermanent establishment in the United Kingdom (a“UK resident holder”). This summary may not applyto certain classes of holders, such as dealers insecurities. The comments below also assume thatholders of ADSs will in practice be treated forpurposes of United Kingdom tax as beneficial ownersof the preference shares represented by the ADSs.Holders who are in any doubt as to their tax position(including, in particular, any holders who are residentin the United Kingdom for tax purposes or carryingon a trade or business through any branch, agency orpermanent establishment in the United Kingdom)should consult their professional advisers. Inaddition, holders who may be liable to tax in otherjurisdictions should also consult their professionaladvisers.

Non-UK resident holders – Taxation of Dividendsand Capital Gains

We will not be required to withhold tax at sourcewhen paying a dividend on the preference shares.

Non-UK resident holders of preference shares orADSs will not have any other liability to UnitedKingdom tax on such dividends.

Non-UK resident holders of preference shares orADSs will not generally be able to claim repaymentof any part of any tax credit attaching to dividendspaid by us, although this will depend on the existence

and terms of any double tax treaty between theUnited Kingdom and the country in which the holderof preference shares or ADSs is resident for taxpurposes; holders of preference shares or ADSs whoare resident in the United States for tax purposes willnot be entitled to any such credit under the terms ofthe double taxation treaty between the UnitedKingdom and the United States of July 24, 2001 (asamended).

Non-UK resident holders of preference shares orADSs will not generally be subject to UK capitalgains tax or corporation tax on a disposal ofpreference shares or ADSs. Special rules apply toindividuals who are temporarily not resident orordinarily resident in the United Kingdom.

UK resident holders – Taxation of Dividends

We will not be required to withhold tax at sourcewhen paying a dividend on the preference shares.

Individual UK resident holders of preference sharesor ADSs who are resident in the UK for tax purposesand who receive a dividend from the issuer, willgenerally be entitled to a tax credit (the “Tax Credit”)(which may be set off against a holder’s total incometax liability on the dividend) equal to 1/9th of theamount of the cash dividend (or 1/10th of theaggregate of the cash dividend and the Tax Credit(the “Gross Dividend”)).

Individual UK resident holders of preference sharesor ADSs who are liable to UK income tax, other thanat the higher rate, will be liable to tax on the GrossDividend at the rate of 10 per cent. The Tax Creditwill satisfy the whole of such holders’ income taxliability in respect of the dividend. Individual UKresident holders of preference shares or ADSs whoare not liable to income tax in the UK in respect ofthe Gross Dividend will not be entitled to repaymentof the Tax Credit.

Individual UK resident holders of preference sharesor ADSs who are liable to UK income tax at thehigher rate, will be liable to tax on the GrossDividend at the rate of 32.5 per cent. After takinginto account the 10 per cent. Tax Credit, suchindividuals will be liable to pay additional UKincome tax at the rate of 22.5 per cent. of the GrossDividend. Individuals who are higher rate taxpayerswill therefore pay UK income tax at an effective taxrate of 25 per cent. of the cash dividend received.

S-26

Subject to the paragraphs under the sub-heading“Disguised Interest Rules” below, corporate UKresident holders of preference shares or ADSs (otherthan share dealers) will not normally be liable to UKcorporation tax on any dividend received from theissuer.

UK resident holders – Taxation of Capital Gains

The sale, or other disposal, of preference shares orADSs may give rise to the realization of a gain forthe purposes of UK taxation of chargeable gains.

An individual UK resident holder of preferenceshares or ADSs who is resident or ordinarily residentin the UK for tax purposes and who realizes such again, may be liable to UK capital gains tax,depending on the holder’s circumstances and subjectto any available exemption or relief.

Subject to the paragraphs under the sub-heading“Disguised Interest Rules” below, a corporate UKresident holder of preference shares or ADSs who isresident in the UK for tax purposes and who realizessuch a gain, may be liable to UK corporation tax onchargeable gains, depending on the holder’scircumstances and subject to any available exemptionor relief.

A UK resident holder of preference shares or ADSswho is not resident in the UK for tax purposes andwho carries on a trade in the UK through a branch oragency, or, in the case of a company, a permanentestablishment, may be subject to UK capital gains taxor corporation tax on a disposal of preference sharesor ADSs which are used, held, or acquired for thepurposes of the branch, agency, or permanentestablishment, subject to any available exemption orrelief. Special rules apply to individuals who aretemporarily not resident or ordinarily resident in theUK.

Disguised Interest Rules

Her Majesty’s Revenue & Customs (“HMRC”)published draft legislation (and accompanyingguidance notes) on 6th December 2007, which wassubsequently amended on 7th February 2008, underthe heading “disguised interest”. The purpose of thelegislation is to secure that a return designed to beeconomically equivalent to interest is treated in thesame way as interest for the purposes of corporationtax. The draft legislation provides that, where a

company is party to an arrangement designed toproduce a “tax privileged investment return”(“TAPIR”) for that company, that return is to betreated for the purposes of corporation tax as a profitfrom a loan relationship of the company, with creditsbrought into account for the purposes of the loanrelationship rules contained in the Finance Act 1996being determined on an amortized cost basis ofaccounting. A TAPIR is a return from money or anyother asset which (a) equates, in substance, to areturn on an investment of the money (or an amountof money equal to the value of the asset) at interestand (b) is not charged, or not wholly charged, to taxon the company as an amount of income and is notbrought, or not wholly brought, into account whencalculating for tax purposes any income of thecompany. The draft legislation provides that anarrangement is designed to produce a TAPIR if itwould be reasonable to assume that is or was themain purpose, or one of the main purposes, of thearrangement.

It is possible that, if the draft legislation were enactedin its current form, a UK resident holder ofpreference shares or ADSs subject to UK corporationtax would be taxed as if the dividends on thepreference shares or ADSs were profits on a loanrelationship. The position is not clear, and no detailedguidance as to the precise scope of the relevant draftprovisions with respect to publicly issued preferenceshares or ADSs has been published by HMRC as yet.Moreover, the draft legislation is subject to furtherconsultation, and it is possible that the provisionscould be amended significantly before they areenacted into law and/or that they are not enacted intolaw at all. In addition, even if the legislation is passedinto law in its current form, it is not clear from whichdate the legislation will take effect nor as to whetherany “grandfathering” provisions will apply.

UK resident holders of preference shares or ADSswho are subject to UK corporation tax shouldtherefore obtain independent advice as to theirtreatment.

Inheritance Tax

Preference shares or ADSs beneficially owned by anindividual may be subject to UK inheritance tax onthe death of the individual or, in some circumstances,if the preference shares or ADSs are the subject of agift, including a transfer at less than full marketvalue, by that individual.

S-27

Inheritance tax is not generally chargeable on gifts toindividuals made more than seven years before thedeath of the donor.

Subject to limited exclusions, gifts to settlements(which would include, very broadly, private trustarrangements) or to companies may give rise to animmediate inheritance tax charge. Preference sharesor ADSs held in settlements may also be subject toinheritance tax charges periodically during thecontinuance of the settlement, on transfers out of thesettlement or on certain other events. Investorsshould take their own professional advice as towhether any particular arrangements constitute asettlement for inheritance tax purposes.

Stamp Duty and Stamp Duty Reserve Tax

Issuance of the preference shares in bearer form. NoUK stamp duty will be payable on the delivery ofpreference shares in bearer form to the custodian onbehalf of the ADR depositary. Based on our currentunderstanding of HM Revenue & Customs practicewe expect that no stamp duty reserve tax (“SDRT”)will be payable on the delivery of the preferenceshares in bearer form to the custodian on behalf ofthe ADR depositary.

Transfers of the ADRs. Any instrument transferringor containing an agreement to transfer a registeredADR which is executed outside the United Kingdomand not brought into the United Kingdom for anypurpose will not give rise to any obligation to payUK stamp duty, and an agreement to transfer aregistered ADR will not give rise to SDRT.

Registered preference shares. ADRs may besurrendered in exchange for preference shares inregistered form.

Subject to certain exceptions, a documentary transferof preference shares in registered form, or adocumentary agreement to transfer any interest inany preference shares in registered form where suchinterest falls short of full legal and beneficialownership, would attract ad valorem UK stamp duty,and an unconditional agreement to transferpreference shares would also attract SDRT (providedthat SDRT would not be payable if UK stamp dutyhad been paid), generally at the rate of 0.5%(rounded up, if necessary, to the nearest £5) on theamount or value of the consideration for the transfer.Generally, ad valorem stamp duty applies neither to

gifts nor on a transfer from a nominee to thebeneficial owner. In cases of transfers where no advalorem stamp duty arises, a fixed UK stamp duty of£5 may be payable, although if draft legislationcontained in the Finance Bill 2008 is enacted withoutmaterial amendment, any such charge to a fixed UKstamp duty of £5 may cease to apply.

UK stamp duty would, subject to certain exceptions,be payable at the rate of 1.5% (rounded up, ifnecessary, to the nearest £5) of the value ofpreference shares in registered form on anyinstrument pursuant to which preference shares aretransferred (i) to, or to a nominee for, a person whosebusiness is or includes the provision of clearanceservices or (ii) to, or to a nominee or agent for, aperson whose business is or includes issuingdepositary receipts. UK SDRT, at the same rate,could also be payable in these circumstances but noSDRT would be payable if stamp duty were paid.

S-28

CAPITALIZATION AND INDEBTEDNESS

The following table sets out the authorised and issued share capital of Barclays Bank PLC and the Barclays BankPLC Group’s total shareholders’ equity, indebtedness and contingent liabilities as of December 31, 2007, and asadjusted to reflect the issuance of the preference shares (without giving effect to any exercise of the over-allotment option). The figures set out in the following table were extracted from our audited financial statementsfor the year ended December 31, 2007, which were prepared in accordance with International FinancialReporting Standards. The adjustments to reflect the issuance of the preference shares have been converted topounds sterling at an exchange rate at April 8, 2008 of £1=$1.9690.

As ofDecember 31,

2007

Adjusted for theissuance of the

preferenceshares

‘000 ‘000Share capital of Barclays Bank PLCAuthorized ordinary share capital – shares of £1 each . . . . . . . . . . . . . . . . . . . . . . . 3,000,000 3,000,000Authorized preference share capital – shares of £100 each . . . . . . . . . . . . . . . . . . . . 400 400Authorized preference share capital – shares of £1 each . . . . . . . . . . . . . . . . . . . . . . 1 1Authorized preference share capital – shares of U.S.$100 each . . . . . . . . . . . . . . . . 400 400Authorized preference share capital – shares of U.S.$0.25 each . . . . . . . . . . . . . . . . 150,000 150,000(1)

Authorized preference share capital – shares of €100 each . . . . . . . . . . . . . . . . . . . . 400 400Ordinary shares – issued and fully paid shares of £1 each . . . . . . . . . . . . . . . . . . . . 2,337,161 2,337,161Preference shares – issued and fully paid shares of £100 each . . . . . . . . . . . . . . . . . 75 75Preference shares – issued and fully paid shares of £1 each . . . . . . . . . . . . . . . . . . . 1 1Preference shares – issued and fully paid shares of U.S$100 each . . . . . . . . . . . . . . 100 100Preference shares – issued and fully paid shares of U.S.$0.25 each . . . . . . . . . . . . . 131,000 231,000Preference shares – issued and fully paid shares of €100 each . . . . . . . . . . . . . . . . . 240 240

£ million £ millionGroup shareholders’ equityCalled up share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,382 2,395Share premium account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,751 11,971Other reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (170) (170)Other shareholders’ funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,687 2,687Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,222 14,222

Shareholders’ equity excluding minority interests . . . . . . . . . . . . . . . . . . . . . . . . 29,872 31,105Minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,949 1,949

Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,821 33,054

Group indebtedness(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Subordinated liabilities(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,150 18,150Debt securities in issue(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120,228 120,228

Total indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138,378 138,378

Total capitalization and indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 170,199 171,432

Group contingent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Acceptances and endorsements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 365 365Guarantees and assets pledged as collateral security . . . . . . . . . . . . . . . . . . . . . . . . . 35,692 35,692Other contingent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,717 9,717

Total contingent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,774 45,774

Notes:(1) Pursuant to an ordinary resolution of Barclays Bank PLC dated April 8, 2008, the share capital of Barclays

Bank PLC was increased by the creation of an additional 150,000,000 dollar preference shares of $0.25 eachto 300,000,000.

(2) “Group indebtedness” includes interest accrued as at December 31, 2007, in accordance with InternationalFinancial Reporting Standards.

S-29

(3) On January 23, 2008, Barclays Bank PLC issued €1,750,000,000 6.00% Fixed Rate Subordinated Notes due2018. On January 25, 2008, Barclays Bank PLC issued €100,000,000 CMS-Linked Subordinated Notes due2018. On February 29, 2008, Barclays Bank PLC issued £1,000,000,000 8.25% Undated SubordinatedNotes. On March 12, 2008, Barclays Bank PLC redeemed €255,645,941 (formerly DEM 500,000,000)5.50% Subordinated Notes due 2013. On March 20, 2008, Barclays Bank PLC issued €135,000,000CMS-Linked Subordinated Notes due 2018.

(4) In addition, there were £52,320 million of debt securities in issue accounted on a fair value basis as atDecember 31, 2007.

S-30

UNDERWRITING

Subject to the terms and conditions set forth in the Underwriting Agreement – Standard Provisions, datedNovember 30, 2007, incorporated in the pricing agreement dated April 8, 2008, between us and the underwritersnamed below, we have agreed to issue to the underwriters, and each underwriter has severally undertaken to payup in full, the number of preference shares represented by ADSs (each ADS representing one preference share),set forth opposite its name below:

UnderwritersNumber of

ADSs

Citigroup Global Markets Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,500,004Barclays Capital Securities Limited. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,500,000Merrill Lynch, Pierce, Fenner & Smith Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,500,000UBS Securities LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,500,000Wachovia Capital Markets, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,500,000Morgan Stanley & Co. Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,500,000Banc of America Securities LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,000,000RBC Capital Markets Corporation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,000,000Deutsche Bank Securities Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000,000SunTrust Robinson Humphrey, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000,000Wells Fargo Securities, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000,000BNP Paribas Securities Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 416,667Charles Schwab & Co., Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 416,667Fidelity Capital Markets, a division of National Financial Services LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 416,667H&R Block Financial Advisors, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 416,667J.J.B. Hilliard, W.L. Lyons, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 416,667Janney Montgomery Scott LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 416,667Morgan Keegan & Company, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 416,667Oppenheimer & Co. Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 416,667Raymond James & Associates, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 416,667Robert W. Baird & Co. Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 416,667Stifel, Nicolaus & Company, Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 416,667TD Ameritrade, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 416,667B.C. Ziegler and Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,333BB&T Capital Markets, a division of Scott & Stringfellow, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,333Blaylock Robert Van, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,333C. L. King & Associates, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,333CastleOak Securities, LP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,333Comerica Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,333Crowell, Weedon & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,333D.A. Davidson & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,333Davenport & Company LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,333Ferris, Baker Watts, Incorporated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,333Fifth Third Securities, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,333Fixed Income Securities, LP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,333Jefferies & Company, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,333Keefe, Bruyette & Woods, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,333Mesirow Financial, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,333Pershing LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,333Piper Jaffray & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,333Samuel A. Ramirez & Co., Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,333Sandler, O’Neill & Partners, L.P. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,333Stone & Youngberg LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,333The Williams Capital Group, L.P. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,333Utendahl Capital Partners, L.P. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,333Wedbush Morgan Securities Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,333William Blair & Company, L.L.C. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208,333

Total 100,000,000

S-31

The underwriting agreement and the pricingagreement provide that the obligations of theunderwriters are subject to certain conditionsprecedent and that the underwriters have undertakento pay up in full all of the preference shares in theform of ADSs if any are subscribed for.

The underwriters initially propose to offer the ADSsdirectly to the public at a price per ADS of $25. Afterthe initial offering of the ADSs to the public, theprice to public and other selling terms may from timeto time be varied by the underwriters.

The underwriters propose to offer part of the ADSsdirectly to the public at the initial public offeringprice set forth above and part of the ADSs to certaindealers at the initial public offering price less aconcession not in excess of $0.50 per ADS, provided,however, that such concession for sales to certaininstitutions will not be in excess of $0.30 per ADS.The underwriters may allow, and such dealers mayreallow, a concession not in excess of $0.45 per ADSto brokers and dealers.

We estimate that our total expenses for the offering,excluding underwriting commissions, will beapproximately $1,170,000.

We have agreed to indemnify the underwritersagainst certain liabilities, including liabilities underthe Securities Act of 1933, as amended.

The preference shares and ADSs are new issuesecurities with no established trading market. We willapply to list the ADSs on the New York StockExchange. Trading of the ADSs on the New YorkStock Exchange is expected to commence within 30days after the delivery of the ADSs. The preferenceshares will not be listed for trading and no assurancecan be given as to the liquidity of the trading marketfor the preference shares or ADSs.

The ADSs will settle through the facilities of DTCand its participants (which may include EuroclearBank S.A./N.V. or Clearstream Banking, sociétéanonyme). The CUSIP number for the ADSs is06739H362, and the ISIN is US06739H3628 .

We expect that delivery of the ADSs will be madeagainst payment on or about April 11, 2008, whichwill be the third business day following the date ofthis prospectus supplement (such settlement cyclebeing referred to as “T+3”).

Because Barclays Capital Inc., an affiliate of ours anda member of the Financial Industry RegulatoryAuthority (“FINRA”) (formerly, the NASD), may beparticipating in the offering of ADSs in the UnitedStates on behalf of Barclays Capital SecuritiesLimited, the offering of the ADSs is being conductedin accordance with the applicable provisions of Rule2720 of the Conduct Rules of the FINRA.

Certain of the underwriters and their affiliates haveperformed investment banking and advisory servicesfor us from time to time for which they have receivedcustomary fees and expenses. The underwriters mayfrom time to time engage in transactions with andperform services for us in the ordinary course ofbusiness.

Over-Allotment Option

We have granted an option to the underwriters topurchase up to an additional 15,000,000 ADSs at thepublic offering price on the cover page of thisprospectus supplement, less the underwritingcompensation, on or before April 22, 2008. Theunderwriters may exercise this option solely to coveroverallotments. If the underwriters exercise thisoption, each underwriter will be obligated, subject toconditions contained in the underwriting agreement,to underwrite a number of additional ADSsproportionate to such underwriter’s initial amountreflected in the above table.

Stabilization Transactions and Short Sales

In connection with the offering, the underwriters maypurchase and sell ADSs in the open market. Thesetransactions may include sales, stabilizingtransactions and purchases to cover positions createdby short sales. Short sales involve the sale by theunderwriters of a greater number of ADSs than theyare required to purchase in the offering. Theunderwriters may close a short position by eitherexercising their option to purchase additional ADSsor purchasing ADSs in the open market. Stabilizingtransactions consist of various bids for or purchasesof the ADSs made by the underwriters in the openmarket prior to the completion of the offering.

Purchases to cover a short position and stabilizingtransactions may have the effect of preventing orretarding a decline in the market price of the ADSs.As a result, the price of the ADSs may be higher thanthe price that otherwise might exist in the openmarket. If these activities are commenced, they maybe discontinued at any time.

S-32

Market-Making Resales

The following discussion of market-making replacesin its entirety the discussion under the heading “Planof Distribution – Market-Making Resales” and“– Matters Relating to Initial Offering and Market-Making Resales” in the accompanying prospectus.

This prospectus supplement may be used by anaffiliate of Barclays Bank PLC in connection withoffers and sales of the ADSs in market-makingtransactions. In a market-making transaction, suchaffiliate may resell the ADSs it acquires from otherholders, after the original offering and sale of theADSs. Resales of this kind may occur in the openmarket or may be privately negotiated, at prevailingmarket prices at the time of resale or at related ornegotiated prices. In these transactions, such affiliatemay act as principal, or agent, including as agent forthe counterparty in a transaction in which suchaffiliate acts as principal, or as agent for bothcounterparties in a transaction in which such affiliatedoes not act as principal. Such affiliate may receivecompensation in the form of discounts andcommissions, including from both counterparties insome cases.

The aggregate initial offering price specified on thecover of this prospectus supplement relates to theinitial offering of the ADSs. This amount does notinclude securities sold in market-makingtransactions.

We do not expect to receive any proceeds frommarket-making transactions.

Information about the trade and settlement dates, aswell as the purchase price, for a market-makingtransaction will be provided to the purchaser in aseparate confirmation of sale.

Selling Restrictions

United Kingdom

Each underwriter has represented and agreed that, inconnection with the distribution of the preferenceshares or the ADSs:

(i) it has only communicated or caused to becommunicated, and will only communicateor cause to be communicated, an invitationor inducement to engage in investmentactivity (within the meaning of Section 21of the Financial Services and Markets Act

2000 (the “FSMA”)) received by it inconnection with the issue or sale of anypreference shares or ADSs incircumstances in which Section 21(1) ofthe FSMA would not, if Barclays BankPLC was not an authorized person, apply toBarclays Bank PLC; and

(ii) it has complied and will comply with allapplicable provisions of the FSMA withrespect to anything done by it in relation tothe preference shares or ADSs in, from orotherwise involving the United Kingdom.

European Union Prospectus Directive

Each underwriter has severally represented andagreed that in relation to each Member State of theEuropean Economic Area which has implemented theProspectus Directive (each, a “Relevant MemberState”) with effect from and including the date onwhich the Prospectus Directive is implemented inthat Relevant Member State (the “RelevantImplementation Date”) it has not made and will notmake an offer of the ADSs or preference shares to thepublic in that Relevant Member State, other than:

(i) to legal entities which are authorized orregulated to operate in the financialmarkets or, if not so authorized orregulated, whose corporate purpose issolely to invest in securities;

(ii) to any legal entity which has two or moreof (1) an average of at least 250 employeesduring the last financial year; (2) a totalbalance sheet of more than €43,000,000;and (3) an annual net turnover of more than€50,000,000, as shown in its last annual orconsolidated accounts; or

(iii) in any other circumstances falling withinArticle 3(2) of the Prospectus Directive,save that no offer of the ADSs orpreference shares to the public shall bemade in reliance on the numericalexemption otherwise available underArticle 3(2)(b) of the Prospectus Directive,

provided, that no such offer of the ADSs orpreference shares shall require the underwriter or usto publish a prospectus pursuant to Article 3 of theProspectus Directive.

S-33

For the purposes of this provision, the expression “anoffer of the ADSs or the preference shares to thepublic” in relation to any ADSs or preference sharesin any Relevant Member State means thecommunication to more than one person in any formand by any means of sufficient information on theterms of the offer and the ADSs or preference sharesto be offered so as to enable an investor to decide topurchase or subscribe to the ADSs or preferenceshares, as the same may be varied in that MemberState by any measure implementing the ProspectusDirective in that Member State and the expression“Prospectus Directive” means Directive 2003/71/ECand includes any relevant implementing measure ineach Relevant Member State.

VALIDITY OF SECURITIES

Sullivan & Cromwell LLP, our United Statescounsel, will pass upon the validity of the ADSsunder New York law, and Clifford Chance LLP, ourEnglish counsel, will pass upon the validity of thepreference shares under English law. Linklaters LLP,United States and English counsel for theunderwriters, will pass upon certain matters of NewYork law for the underwriters.

S-34

BARCLAYS BANK PLC

Debt SecuritiesPreference Shares

American Depositary Shares

This prospectus describes some of the general terms that may apply to these securities and the general manner inwhich they may be offered.

We will give you the specific terms of the securities, and the manner in which they are offered, in supplements tothis prospectus. You should read this prospectus and the prospectus supplements carefully before you invest. Wemay offer and sell these securities to or through one or more underwriters, dealers and agents, including BarclaysCapital Inc., or directly to purchasers, on a delayed or continuous basis. We will indicate the names of anyunderwriters in the applicable prospectus supplement.

We may use this prospectus to offer and sell debt securities or preference shares from time to time. In addition,Barclays Capital Inc. or another of our affiliates may use this prospectus in a market-making transaction in any ofthese securities after their initial sale. Unless we or our agent informs you otherwise in the confirmation of sale,this prospectus is being used in a market-making transaction.

The securities are not deposit liabilities of Barclays Bank PLC and are not insured by the United States FederalDeposit Insurance Corporation or any other governmental agency of the United States, the United Kingdom orany other jurisdiction. Unless otherwise indicated in the applicable prospectus supplement, Barclays PLC, ourparent, has not guaranteed or assumed any other obligations in respect of our securities.

This prospectus may not be used to sell securities unless it is accompanied by a prospectus supplement.

Neither the Securities and Exchange Commission nor any other regulatory body has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Anyrepresentation to the contrary is a criminal offense.

Barclays Capital

The date of this prospectus is August 31, 2007

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

THE BARCLAYS BANK GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

DESCRIPTION OF DEBT SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

DESCRIPTION OF PREFERENCE SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

DESCRIPTION OF AMERICAN DEPOSITARY RECEIPTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

DESCRIPTION OF SHARE CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

FURTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

VALIDITY OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

EXPENSES OF ISSUANCE AND DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

FORWARD-LOOKING STATEMENTS

This document contains certain forward-lookingstatements within the meaning of Section 21E of theU.S. Securities Exchange Act of 1934, as amended(the “Exchange Act”), and Section 27A of the U.S.Securities Act of 1933, as amended (the “SecuritiesAct”), with respect to certain of our plans and currentgoals and expectations relating to our future financialcondition and performance. These forward-lookingstatements can be identified by the fact that they do notrelate only to historical or current facts. Forward-looking statements sometimes use words such as“aim”, “anticipate”, “target”, “expect”, “estimate”,“intend”, “plan”, “goal”, “believe”, or other words ofsimilar meaning. Examples of forward-lookingstatements include, among others, statementsregarding our future financial position, income growth,impairment charges, business strategy, projected levelsof growth in the banking and financial markets,projected costs, estimates of capital expenditures, andplans and objectives for future operations.

By their nature, forward-looking statementsinvolve risk and uncertainty because they relate tofuture events and circumstances, including, but notlimited to, the further development of standards andinterpretations under International Financial ReportingStandards (“IFRS”) applicable to past, current andfuture periods, evolving practices with regard to theinterpretation and application of standards under IFRS,as well as U.K. domestic and global economic andbusiness conditions, market related risks such aschanges in interest rates and exchange rates, recentvolatility in the global financial markets, the policiesand actions of governmental and regulatory authorities,changes in legislation, the outcome of pending andfuture litigation, the success of future acquisitions andother strategic transactions and the impact ofcompetition – a number of which factors are beyondour control. As a result, our actual future results maydiffer materially from the plans, goals, and expectationsset forth in such forward-looking statements. Anyforward-looking statements made by or on our behalfspeak only as of the date they are made. We do notundertake to update forward-looking statements toreflect any changes in our expectations with regardthereto or any changes in events, conditions orcircumstances on which any such statement is based.The reader should, however, consult any additionaldisclosures that we have made or may make indocuments we have filed or may file with the Securitiesand Exchange Commission (the “SEC”).

INCORPORATION OF CERTAINDOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” theinformation we file with them, which means we candisclose important information to you by referringyou to those documents. The most recent informationthat we file with the SEC automatically updates andsupersedes earlier information.

We have filed with the SEC a registration statementon Form F-3 relating to the securities covered by thisprospectus. This prospectus is a part of theregistration statement and does not contain all theinformation in the registration statement. Whenever areference is made in this prospectus to a contract orother document of the company, the reference is onlya summary and you should refer to the exhibits thatare a part of the registration statement for a copy ofthe contract or other document. You may review acopy of the registration statement at the SEC’s publicreference room in Washington, D.C., as well asthrough the SEC’s internet site, as discussed below.

We filed our annual report on Form 20-F for thefiscal year ended December 31, 2006 (the “2006Form 20-F”) with the SEC on March 26, 2007. Weare incorporating the 2006 Form 20-F by referenceinto this prospectus. We are further incorporating byreference our Current Reports on Form 6-K furnishedto the SEC on April 23, 2007, April 27, 2007, May 8,2007, May 31, 2007, June 19, 2007, July 23,2007, July 30, 2007, August 2, 2007 and August 13,2007, in each case to the same extent as such reportwas designated on the cover thereof for incorporationby reference into our Registration Statements onForm F-3 (Nos. 333-126811, 333-85646 and333-12384).

In addition, we will incorporate by reference into thisprospectus all documents that we file with the SECunder Section 13(a), 13(c), 14 or 15(d) of theExchange Act and, to the extent, if any, we designatetherein, reports on Form 6-K we furnish to the SECafter the date of this prospectus and prior to thetermination of any offering contemplated in thisprospectus.

We will provide to you, upon your written or oralrequest, without charge, a copy of any or all of thedocuments we referred to above which we haveincorporated in this prospectus by reference. You

1

should direct your requests to Barclays Bank PLC,200 Park Avenue, New York, New York 10166,Attention: General Counsel (telephone:212-412-4000).

You may read and copy any document that we filewith or furnish to the SEC at the SEC’s publicreference room at 100 F Street, N.E., Washington,D.C. 20549. You may obtain information on theoperation of the public reference room by calling theSEC at 1-800-SEC-0330. The SEC maintains aninternet site that contains reports and otherinformation regarding issuers that file electronicallywith the SEC at www.sec.gov. We maintain aninternet site at www.barclays.com.

THE BARCLAYS BANK GROUP

Barclays Bank PLC and its subsidiary undertakings(taken together, the “Group”) is a major globalfinancial services provider engaged in retail andcommercial banking, credit cards, investmentbanking, wealth management and investmentmanagement services. It is one of the largest financialservices companies in the world by marketcapitalization. Together with the predecessorcompanies, the Group has over 300 years of historyand expertise in banking, and today the Groupoperates in over 50 countries and employsapproximately 127,700 people. The Group moves,lends, invests and protects money for over 27 millioncustomers and clients worldwide. The whole of theissued ordinary share capital of Barclays Bank PLCis beneficially owned by Barclays PLC, which is theultimate holding company of the Group and one ofthe largest financial services companies in the worldby market capitalization.

USE OF PROCEEDS

Unless otherwise indicated in the accompanyingprospectus supplement, the net proceeds from theoffering of the securities will be used to support thedevelopment and expansion of our business and tostrengthen further our capital base. That developmentand expansion may occur through the development ofexisting operations, the establishment of newsubsidiaries or acquisitions if suitable opportunitiesshould arise.

2

DESCRIPTION OF DEBT SECURITIES

The following is a summary of the general terms ofthe debt securities. It sets forth possible terms andprovisions for each series of debt securities. Eachtime that we offer debt securities, we will prepareand file a prospectus supplement with the SEC, whichyou should read carefully. The prospectussupplement may contain additional terms andprovisions of those securities. If there is anyinconsistency between the terms and provisionspresented here and those in the prospectussupplement, those in the prospectus supplement willapply and will replace those presented here.

The debt securities of any series will be either oursenior obligations (the “Senior Debt Securities”) orour subordinated obligations (the “SubordinatedDebt Securities”). Neither the Senior Debt Securitiesnor the Subordinated Debt Securities will be securedby any assets or property of Barclays Bank PLC orany of its subsidiaries or affiliates (includingBarclays PLC, its parent). The Subordinated DebtSecurities will either have a stated maturity (the“Dated Subordinated Debt Securities”) or will nothave a stated maturity (the “Undated SubordinatedDebt Securities”). Some Undated Subordinated DebtSecurities may be entirely or partially convertibleinto our preference shares, at our option.

We will issue Senior Debt Securities, DatedSubordinated Debt Securities and UndatedSubordinated Debt Securities under indentures(respectively the “Senior Debt Indenture”, “DatedDebt Indenture” and “Undated Debt Indenture”)between us and The Bank of New York, as trustee.The terms of the debt securities include those statedin the relevant indenture and any supplementsthereto, and those made part of the indenture byreference to the Trust Indenture Act. The Senior,Dated and Undated Debt Indentures are sometimesreferred to in this prospectus individually as an“indenture” and collectively as the “indentures”. Wehave filed or incorporated by reference a copy of, orthe forms of, each indenture as exhibits to theregistration statement, of which this prospectus is apart.

Because this section is a summary, it does notdescribe every aspect of the debt securities in detail.This summary is subject to, and qualified byreference to, all of the definitions and provisions of

the relevant indenture, any supplement to therelevant indenture and each series of debt securities.Certain terms, unless otherwise defined here, havethe meaning given to them in the relevant indenture.

General

The debt securities are not deposits and are notinsured by any regulatory body of the United Statesor the United Kingdom. Unless otherwise indicatedin a prospectus supplement, Barclays PLC, ourparent, has not guaranteed or assumed any otherobligations in respect of our debt securities.

Because we are a holding company as well as anoperating company, our rights to participate in theassets of any of our subsidiaries upon its liquidationwill be subject to the prior claims of the subsidiaries’creditors, including, in the case of our banksubsidiaries, their respective depositors, except, inour case, to the extent that we may ourselves be acreditor with recognized claims against the relevantsubsidiary.

The indentures do not limit the amount of debtsecurities that we may issue. We may issue the debtsecurities in one or more series, or as units comprisedof two or more related series. The prospectussupplement will indicate for each series or of two ormore related series of debt securities:

• whether the debt securities have a maturitydate and if so, what that date is;

• the specific designation and aggregateprincipal amount of the debt securities;

• the prices at which we will issue the debtsecurities;

• if interest is payable, the interest rate orrates, or how to calculate the interest rate orrates;

• whether we will issue the Senior DebtSecurities or Dated Subordinated DebtSecurities as Discount Securities, asexplained below, and the amount of thediscount;

3

• provisions, if any, for the discharge anddefeasance of Senior Debt Securities orDated Subordinated Debt Securities of anyseries;

• any condition applicable to payment of anyprincipal, premium or interest on SeniorDebt Securities or Dated Subordinated DebtSecurities of any series;

• the dates and places at which any paymentsare payable;

• the terms of any mandatory or optionalredemption;

• the denominations in which the debtsecurities will be issued, which may be anintegral multiple of either $1,000, $25 orany other specified amount;

• the amount, or how to calculate the amount,that we will pay the Senior Debt Securityholder or Dated Subordinated Debt Securityholder, if the Senior Debt Security or DatedSubordinated Debt Security is redeemedbefore its stated maturity or accelerated, orfor which the trustee shall be entitled to fileand prove a claim;

• whether and how the debt securities may ormust be converted into any other type ofsecurities, or their cash value, or acombination of these;

• the currency or currencies in which the debtsecurities are denominated, and in which wemake any payments;

• whether we will issue the debt securitieswholly or partially as one or more globaldebt securities;

• what conditions must be satisfied before wewill issue the debt securities in definitiveform (“definitive debt securities”);

• any reference asset we will use to determinethe amount of any payments on the debtsecurities;

• any other or different Senior Events ofDefault, in the case of Senior DebtSecurities, or any other or differentSubordinated Events of Default, Dated DebtDefaults or Undated Debt Defaults, in thecase of Subordinated Debt Securities, orcovenants applicable to any of the debtsecurities, and the relevant terms if they aredifferent from the terms in the applicableindenture;

• any restrictions applicable to the offer, saleand delivery of the debt securities;

• if we will pay Additional Amounts, asexplained below, on the debt securities;

• whether we will issue the debt securities inregistered form (“registered securities”) orin bearer form (“bearer securities”) or both;

• whether and how bearer securities may beexchanged for registered securities;

• for registered securities, the record date forany payment of principal, interest orpremium;

• any listing of the debt securities on asecurities exchange;

• any other or different terms of the debtsecurities; and

• what we believe are any additional materialU.S. federal and U.K. tax considerations.

Debt securities may bear interest at a fixed rate or afloating rate or we may sell Senior Debt Securities orDated Subordinated Debt Securities that bear nointerest or that bear interest at a rate below theprevailing market interest rate or at a discount to theirstated principal amount (“Discount Securities”). Therelevant prospectus supplement will describe specialU.S. federal income tax considerations applicable toDiscount Securities or to debt securities issued at parthat are treated for U.S. federal income tax purposesas having been issued at a discount.

Holders of debt securities have no voting rightsexcept as explained below under “ – Modificationand Waiver” and “Senior Events of Default;

4

Subordinated Event of Default and Defaults;Limitation of Remedies”.

Market-Making Transactions. If you purchase yourdebt security and/or any of our other securities wedescribe in this prospectus in a market-makingtransaction, you will receive information about theprice you pay and your trade and settlement dates in aseparate confirmation of sale. A market-makingtransaction is one in which Barclays Capital Inc. oranother of our affiliates resells a security that it haspreviously acquired from another holder. A market-making transaction in a particular debt security occursafter the original issuance and sale of the debt security.

Legal Ownership; Form of Debt Securities

Street Name and Other Indirect Holders. Investorswho hold debt securities in accounts at banks orbrokers will generally not be recognized by us aslegal holders of debt securities. This is called holdingin street name.

Instead, we would recognize only the bank or broker,or the financial institution the bank or broker uses tohold its debt securities. These intermediary banks,brokers and other financial institutions pass alongprincipal, interest and other payments on the debtsecurities, either because they agree to do so in theircustomer agreements or because they are legallyrequired. An investor who holds debt securities instreet name should check with the investor’s ownintermediary institution to find out:

• how it handles debt securities payments andnotices;

• whether it imposes fees or charges;

• how it would handle voting if it were everrequired;

• whether and how the investor can instruct itto send the investor’s debt securities,registered in the investor’s own name so theinvestor can be a direct holder as describedbelow; and

• how it would pursue rights under the debtsecurities if there were a default or otherevent triggering the need for holders to actto protect their interests.

Direct Holders. Our obligations, as well as theobligations of the trustee and those of any thirdparties employed by us or the trustee, run only topersons who are registered as holders of debtsecurities. As noted above, we do not haveobligations to an investor who holds in street name orother indirect means, either because the investorchooses to hold debt securities in that manner orbecause the debt securities are issued in the form ofglobal securities as described below. For example,once we make payment to the registered holder, wehave no further responsibility for the payment even ifthat holder is legally required to pass the paymentalong to the investor as a street name customer butdoes not do so.

Global Securities. A global security is a special typeof indirectly held security, as described above under“ – Legal Ownership; Form of Debt Securities –Street Name and Other Indirect Holders”. If we issuedebt securities in the form of global securities, theultimate beneficial owners can only be indirectholders.

We require that the global security be registered inthe name of a financial institution we select. Inaddition, we require that the debt securities includedin the global security not be transferred to the nameof any other direct holder unless the specialcircumstances described below occur. The financialinstitution that acts as the sole direct holder of theglobal security is called the depositary. Any personwishing to own a security must do so indirectly byvirtue of an account with a broker, bank or otherfinancial institution that in turn has an account withthe depositary. Unless the applicable prospectussupplement indicates otherwise, each series of debtsecurities will be issued only in the form of globalsecurities.

Special Investor Considerations for GlobalSecurities. As an indirect holder, an investor’s rightsrelating to a global security will be governed by theaccount rules of the investor’s financial institutionand of the depositary, as well as general laws relatingto securities transfers. We do not recognize this typeof investor as a holder of debt securities and insteaddeal only with the depositary that holds the globalsecurity.

5

Investors in debt securities that are issued only in theform of global debt securities should be aware that:

• They cannot get debt securities registered intheir own name.

• They cannot receive physical certificates fortheir interest in debt securities.

• They will be a street name holder and mustlook to their own bank or broker forpayments on the debt securities andprotection of their legal rights relating to thedebt securities, as explained earlier under“ – Legal Ownership; Form of DebtSecurities – Street Name and Other IndirectHolders”.

• They may not be able to sell interests in thedebt securities to some insurance companiesand other institutions that are required bylaw to own their debt securities in the formof physical certificates.

• The depositary’s policies will governpayments, transfers, exchange and othermatters relating to their interest in the globalsecurity. We and the trustee have noresponsibility for any aspect of thedepositary’s actions or for its records ofownership interests in the global security.We and the trustee also do not supervise thedepositary in any way.

• The depositary will require that interests in aglobal security be purchased or sold withinits system using same-day funds.

Special Situations When a Global Security Will BeTerminated. In a few special situations describedbelow, the global security will terminate and interestsin it will be exchanged for physical certificatesrepresenting debt securities. After that exchange, thechoice of whether to hold debt securities directly orin street name will be up to the investor. Investorsmust consult their own bank or brokers to find outhow to have their interests in debt securitiestransferred to their own name so that they will bedirect holders. The rights of street name investors anddirect holders in the debt securities have beenpreviously described in the subsections entitled “ –Legal Ownership; Form of Debt Securities – StreetName and Other Indirect Holders” and “ – Legal

Ownership; Form of Debt Securities – DirectHolders”.

The special situations for termination of a globalsecurity are:

• When the depositary notifies us that it isunwilling, unable or no longer qualified tocontinue as depositary.

• When a Senior Event of Default, in the caseof Senior Debt Securities, or a SubordinatedEvent of Default, Dated Debt Default orUndated Debt Default, in the case ofSubordinated Debt Securities, has occurredand has not been cured. Defaults arediscussed below under “ – Senior Events ofDefault; Subordinated Event of Default andDefaults; Limitation of Remedies”.

The prospectus supplement may also list additionalsituations for terminating a global security that wouldapply only to the particular series of debt securitiescovered by the prospectus supplement. When aglobal security terminates, the depositary (and not weor the trustee) is responsible for deciding the namesof the institutions that will be the initial directholders.

In the remainder of this description “holder” meansdirect holders and not street name or other indirectholders of debt securities. Indirect holders shouldread the subsection entitled “ – Legal Ownership;Form of Debt Securities – Street Name and OtherIndirect Holders”.

Payment and Paying Agents. We will pay interest todirect holders listed in the trustee’s records at theclose of business on a particular day in advance ofeach due date for interest, even if the direct holder nolonger owns the security on the interest due date.That particular day, usually about one business day inadvance of the interest due date, is called the regularrecord date and is stated in the prospectussupplement.

We will pay interest, principal and any other moneydue on the debt securities at the corporate trust officeof the trustee in New York City. Investors must makearrangements to have their payments picked up at orwired from that office. We may also choose to payinterest by mailing checks.

6

Street name and other indirect holders shouldconsult their banks or brokers for information onhow they will receive payments.

We may also arrange for additional payment offices,and may cancel or change these offices, including ouruse of the trustee’s corporate trust office. Theseoffices are called paying agents. We may also chooseto act as our own paying agent. We must notify thetrustee of changes in the paying agents for anyparticular series of debt securities.

Payments; Deferred Payments; Missed Payments

The relevant prospectus supplement will specify thedate on which we will pay interest, if any, and, in thecase of Senior Debt Securities or Dated SubordinatedDebt Securities, the date for payments of principaland any premium, on any particular series of debtsecurities. The prospectus supplement will alsospecify the interest rate or rates, if any, or how therate or rates will be calculated.

Dated Subordinated Debt Securities

Unless the relevant prospectus supplement providesotherwise, and subject also to the followingparagraph, if we do not make a payment on a seriesof Dated Subordinated Debt Securities on anypayment date, our obligation to make that paymentshall be deferred (a “Deferred Payment”), until:

• if it is an interest payment, the date we pay adividend on any class of our share capital;and

• if it is a payment of principal, the firstbusiness day after the date that falls sixmonths after the original payment date.

Each of the above dates is a “deferred payment date”.Our failure to make a payment on or before thedeferred payment date is not a Dated Debt Defaultnor will it allow any holder to sue us or take anyother action for the payment. Each Deferred Paymentwill accrue interest at the rate which prevailed forthat series of Dated Subordinated Debt Securitiesimmediately before the payment’s original paymentdate. Any such Deferred Payment shall not be treatedas due for any purpose, including for the purpose ofdetermining whether a default has occurred, until thedeferred payment date. The term “business day”

means any weekday, other than one on whichbanking institutions are authorized or obligated bylaw or executive order to close in London, England,or in any jurisdiction where payments on the debtsecurity are payable.

In the case of Dated Subordinated Debt Securitiesthat qualify as “Upper Tier 3 Capital”, we will bynotice in writing to the trustee (a “deferral notice”),defer the due date for payment of any principal,premium or interest in respect of that series of DatedSubordinated Debt Securities where our “capitalresources” would be less than our “capital resourcesrequirement” after payment of any such principal orinterest in whole or in part. In addition, we will beentitled to give a deferral notice when the U.K.Financial Services Authority (the “FSA”) hasrequested or required us to make that deferral.Accordingly, on providing a deferral notice, thepayment due date of the principal, premium orinterest (the “Tier 3 Deferred Payment”) shall bedeferred. As a result, we will not have to make thatpayment on the date that it would otherwise havebecome due and payable.

Interest will continue to accrue on the deferredprincipal at the rate prevailing immediately beforethe due date of that principal amount, unless therelevant prospectus supplement otherwise specifies.This interest, however, shall only become due andpayable according to this paragraph. In the case of aTier 3 Deferred Payment that was deferred becauseour capital resources would have been less than ourcapital resources requirement if such payment hadbeen made when due, we will give notice to thetrustee in writing of our intention to make such Tier 3Deferred Payment promptly upon being satisfied thatour capital resources would not be less than ourcapital resources requirement after payment of thewhole or of any part of such payment (unless suchpayment is also a “Deferred Payment” as describedabove). In the case of a Tier 3 Deferred Payment thatwas deferred because of a request or requirement ofthe FSA, we will give notice to the trustee of ourintention to make such Tier 3 Deferred Paymentpromptly upon being satisfied that the FSA would nolonger object to our payment of the whole or any partof such payment (unless such payment is also a“Deferred Payment” as described above). Therelevant Tier 3 Deferred Payment, or the appropriatepart of it, and any accrued interest shall become dueand payable on the seventh day after the date of the

7

payment notice, the “Tier 3 Deferred Payment Date”.In addition, if a Subordinated Event of Defaultoccurs, all unpaid Tier 3 Deferred Payments inrespect of Dated Subordinated Debt Securities of aseries shall become due and payable in full uponacceleration of payment of the Dated SubordinatedDebt Securities of that relevant series. In case ofacceleration, if more than one Tier 3 DeferredPayment remains unpaid in respect of DatedSubordinated Debt Securities of any series, paymentshall be made pro rata according to the amounts ofthe unpaid Tier 3 Deferred Payments and the interestaccrued at the time a Subordinated Event of Defaulthas occurred.

Our failure to make any payment prior to a Tier 3Deferred Payment Date to the extent permitted by theprovisions we have just described shall not constitutea Dated Debt Default by us or otherwise allow anyholder to sue or take any action for that payment.Any Tier 3 Deferred Payment deferred according tothese provisions shall not be treated as due for anypurpose, including for the purpose of ascertainingwhether a Dated Debt Default has occurred, until theTier 3 Deferred Payment Date.

We are currently obliged to notify the FSA if ourcapital for regulatory capital adequacy purposes fallsbelow its target capital requirement, as set by theFSA.

Undated Subordinated Debt Securities

We are not required to make payments on any seriesof Undated Subordinated Debt Securities on anypayment date except as we discuss in the followingparagraph. Our failure to make a payment (unless thepayment is required as we describe in the followingtwo paragraphs) shall not constitute an Undated DebtDefault by us for any purpose. Any payment that wedo not make in respect of any series of UndatedSubordinated Debt Securities on any applicablepayment date, together with any other unpaidpayments, shall, so long as they remain unpaid,constitute “Missed Payments”. Missed Payments willaccumulate until paid, but will not bear interest.

We may choose to pay any Missed Payments inwhole or in part at any time on not less than 14 days’notice to the trustee. However, all outstandingMissed Payments in respect of all Undated

Subordinated Debt Securities of a particular seriesshall, subject to the solvency condition as explainedbelow, become due and payable in full on whicheveris the earlier of:

• the date on which a dividend is next paid onany class of share capital of Barclays PLC,or any other ultimate holding company ofus, or if there is no holding company,ourselves, or on any class of our preferenceshare capital;

• the date fixed for any redemption of theUndated Subordinated Debt Securities; and

• the commencement of our winding-up inEngland.

If we give notice of our intention to pay the whole orpart of the Missed Payments on the UndatedSubordinated Debt Securities of any series, we shallbe obliged, subject to the solvency condition, to do soat the time specified in our notice. When MissedPayments in respect of Undated Subordinated DebtSecurities of any series are paid in part, each partpayment shall be in respect of the full amount ofMissed Payments accrued on the payment date orconsecutive payment dates furthest from the date ofpayment.

All payments of principal, premium and interest,including any Missed Payments, on or with respect tothe Undated Subordinated Debt Securities of anyseries will be conditional upon our being solvent atthe time of our payment, and remaining solventimmediately after our payment. This is called the“solvency condition”. The solvency condition mustalso be satisfied when, and immediately after, we orany of our subsidiaries repurchase UndatedSubordinated Debt Securities, except a purchase inthe ordinary course of a business dealing insecurities. For the purposes of the solvencycondition, we shall be solvent if:

• we are able to pay our debts as they fall due;and

• our total unconsolidated gross tangibleassets exceed our total unconsolidated grossliabilities, subject to certain adjustmentsspecified in the indenture; provided, that asto any event conditional on the solvencycondition other than an optional redemption

8

or repurchase, liabilities shall exclude thoseto persons who are not Undated Debt SeniorCreditors (as defined below).

A report as to our solvency by one Director or asenior executive or, in certain circumstances asprovided in the indenture, our Auditors, or, if we arein winding-up in England, our liquidator, shall,absent proven error, be treated and accepted by us,the trustee and the holders of Undated SubordinatedDebt Securities and the Coupons (if any)appertaining thereto, as correct and sufficientevidence of solvency or insolvency.

If we are unable to make any payment on or withrespect to the Undated Subordinated Debt Securitiesof any series because we are unable to satisfy thesolvency condition, the amount of any suchpayment which we would otherwise make will beavailable to meet our losses. If we are wound-up,applicable insolvency law may limit the right toclaim for any amount payable, including interestand Missed Payments, on the Undated SubordinatedDebt Securities.

Ranking

Senior Debt Securities. Senior Debt Securities andthe Coupons (if any) appertaining thereto constituteour direct, unconditional, unsecured andunsubordinated obligations ranking pari passu,without any preference among themselves, with allour other outstanding unsecured and unsubordinatedobligations, present and future, except suchobligations as are preferred by operation of law.

Dated Subordinated Debt Securities. DatedSubordinated Debt Securities and the Coupons (if any)appertaining thereto constitute our direct andunsecured obligations ranking pari passu without anypreference among themselves. In the event of ourwinding-up in England (liquidation), the claims of thetrustee, the holders of the Dated Subordinated DebtSecurities and the holders of the Coupons (if any)appertaining thereto, will be postponed to the claims ofall of our other creditors, including any claims relatedto the Senior Debt Securities, except for:

• claims in respect of Existing SeniorSubordinated Obligations, Capital NoteClaims and Subordinated Guarantee Claims(each as defined in the Dated DebtIndenture) and any other claims ranking or

expressed to rank equally with them and/orwith claims in respect of the DatedSubordinated Debt Securities (“Dated DebtOther Pari Passu Claims”); and

• any other claims ranking junior to theexcepted claims referred to above and/or toclaims in respect of Dated SubordinatedDebt Securities.

The claims of such other creditors, with the foregoingexceptions, are referred to in this document as “DatedDebt Senior Claims”. Accordingly, no amount willbe payable in our winding-up in respect of claims inrelation to the Dated Subordinated Debt Securities orthe Coupons (if any) appertaining thereto until allDated Debt Senior Claims admitted in ourwinding-up have been satisfied.

Any amounts in respect of the Dated SubordinatedDebt Securities and the Coupons (if any) appertainingthereto paid to the holders of such Dated SubordinatedDebt Securities, the holders of the Couponsappertaining thereto (if any) or to the trustee pari passuwith the amounts payable to other creditors admittedin such winding up will be held by such holders or thetrustee upon trust to be applied in the following order:(i) to the amounts due to the trustee in or about theexecution of the trusts of the Dated Debt Indenture;(ii) in payment of all Dated Debt Senior Claimsoutstanding at the commencement of, or arising solelyby virtue of, our winding up to the extent that suchclaims shall be admitted in the winding up and shallnot be satisfied out of our other resources; and (iii) inpayment of the Dated Subordinated Debt Securitiesand the Coupons (if any) appertaining thereto. Byaccepting the Dated Subordinated Debt Securities orthe Coupons (if any) appertaining thereto, each holderagrees to be bound by the Dated Debt Indenture’ssubordination provisions and irrevocably authorizesour liquidator to perform on behalf of the holder theabove subordination trust.

Because of subordination, in the event of ourwinding-up in England, our creditors who hold DatedDebt Senior Claims may recover more, ratably, thanthe holders of the Dated Subordinated DebtSecurities or the Coupons (if any) appertainingthereto and Dated Debt Other Pari Passu Claims. AtJune 30, 2007, the amount of outstanding Dated DebtSenior Claims on a consolidated basis wasapproximately £1,114.707 billion (including£380.079 billion of deposits and £118.745 billion of

9

debt securities in issue). Currently we have nolimitations on issuing indebtedness which wouldconstitute Dated Debt Senior Claims. AtDecember 31, 2006, Dated Debt Other Pari PassuClaims on a consolidated basis were approximately£7.989 billion, consisting of debt securities weissued, our guarantees in respect of outstanding debtsecurities issued by our subsidiaries and intra-grouploans to us. The amounts of all securities, guaranteesor intra-group loans denominated in a currency otherthan pounds sterling included in the above totals havebeen converted at the exchange rates prevailing onJune 30, 2007 or December 31, 2006, as applicable.

Undated Subordinated Debt Securities. The UndatedSubordinated Debt Securities of each series will be ourunsecured obligations, subject to the solvencycondition and the subordination provisions describedhere. They will rank equally without any preferenceamong themselves and will also rank equally as tosubordination with our Undated Debt Other Pari PassuClaims (as defined in the Undated Debt Indenture).

The rights of the trustee and the holders of UndatedSubordinated Debt Securities and the Coupons (ifany) appertaining thereto will be subordinated to theclaims of our creditors:

• who are our depositors and/or otherunsubordinated creditors; or

• whose claims are, or are expressed to be,subordinated to the claims of depositors andother unsubordinated creditors (whetheronly in our winding up or otherwise) but notto other claims; or

• who are subordinated creditors (whether asabove or otherwise) other than creditorswhose claims constitute Undated Debt OtherPari Passu Claims and creditors whoseclaims are expressed to rank pari passu withor junior to the claims of the holders of theUndated Subordinated Debt Securities.

These creditors, with the foregoing exceptions, arereferred to in this document as “Undated Debt SeniorCreditors” and the claims of Undated Debt SeniorCreditors are referred to in this document as“Undated Debt Senior Claims”. In the event of ourwinding-up in England (liquidation) there shall bepayable in respect of the Undated Subordinated DebtSecurities and the Coupons (if any) appertaining

thereto, in lieu of any other payment but subject tothe solvency condition, those amounts (if any) aswould have been payable as if on the dayimmediately before the commencement of ourwinding-up and thereafter, the holders of UndatedSubordinated Debt Securities were the holders of aclass of preference shares in our capital having apreferential right to a return of assets over the holdersof all other classes of shares in our capital issued andoutstanding. As a result the holders of the UndatedSubordinated Debt Securities would therefore betreated as entitled, to the exclusion of any other rightsor privileges, to receive as a return of capital in thewinding-up an amount equal to the principal amountof the Undated Subordinated Debt Securities thenoutstanding, together with any premium and interestaccrued to the date of repayment and any MissedPayments. Accordingly, no amount will be payable inour winding-up in England in respect of claims underany Undated Subordinated Debt Securities and theCoupons (if any) appertaining thereto, until allUndated Debt Senior Claims admitted in suchwinding-up have been satisfied.

Because of the subordination, in the event of ourwinding-up in England, holders of Undated DebtSenior Claims may recover more, ratably, thanholders of the Undated Subordinated Debt Securities,the Coupons (if any) appertaining thereto andUndated Debt Other Pari Passu Claims. In thiscontext, the claims of holders of any Senior DebtSecurities, Dated Subordinated Debt Securities thenoutstanding, the Coupons (if any) appertainingthereto and Dated Debt Other Pari Passu Claims thenoutstanding, would be included in Undated DebtSenior Claims.

On June 30, 2007, the amount of outstandingUndated Debt Senior Claims on a consolidated basiswas approximately £1,124.114 billion (including£380.079 billion of deposits and £118.745 billion ofdebt securities in issue). On December 31, 2006, anaggregate of approximately £3.78 billion of UndatedDebt Other Pari Passu Claims on a consolidated basiswere outstanding. Currently there is no limitation onour issuing indebtedness which would constituteUndated Debt Senior Claims. If, in our winding-up,the amounts payable with respect to the UndatedSubordinated Debt Securities and any Undated DebtOther Pari Passu Claims are not paid in full, theholders will share ratably in any distribution of ourassets in proportion to the respective amounts towhich they are entitled. The amounts of all securities,

10

guarantees or intra-group loans denominated in acurrency other than pounds sterling included in theabove totals have been converted at the exchangerates prevailing on June 30, 2007 or December 31,2006, as applicable.

Additional Amounts

Unless the relevant prospectus supplement providesotherwise, we will pay any amounts to be paid by uson any series of debt securities without deduction orwithholding for, or on account of, any and all presentor future income, stamp and other taxes, levies,imposts, duties, charges, fees, deductions orwithholdings (“taxes”) now or hereafter imposed,levied, collected, withheld or assessed by or onbehalf of the United Kingdom or any U.K. politicalsubdivision or authority that has the power to tax,unless the deduction or withholding is required bylaw. Unless the relevant prospectus supplementprovides otherwise, at any time a U.K. taxingjurisdiction requires us to deduct or withhold taxes,we will pay the additional amounts of, or in respectof, the principal of, any premium, and any interest,Deferred Payments, Tier 3 Deferred Payments andMissed Payments on the debt securities (“AdditionalAmounts”) that are necessary so that the net amountspaid to the holders, after the deduction orwithholding, shall equal the amounts which wouldhave been payable had no such deduction orwithholding been required. However, we will not payAdditional Amounts for taxes that are payablebecause:

• the holder or the beneficial owner of thedebt securities is a domiciliary, national orresident of, or engages in business ormaintains a permanent establishment or isphysically present in, a U.K. taxingjurisdiction requiring that deduction orwithholding, or otherwise has someconnection with the U.K. taxing jurisdictionother than the holding or ownership of thedebt security, or the collection of anypayment of, or in respect of, principal of,any premium, or any interest, DeferredPayments, Tier 3 Deferred Payments andMissed Payments on, any debt securities ofthe relevant series;

• except in the case of our winding-up inEngland, the relevant debt security is

presented for payment in theUnited Kingdom;

• the relevant debt security is presented forpayment more than 30 days after the datepayment became due or was provided for,whichever is later, except to the extent thatthe holder would have been entitled to theAdditional Amounts on presenting the debtsecurity for payment at the close of such30-day period;

• such deduction or withholding is imposedon a payment to an individual and is madepursuant to the Directive on the Taxation ofSavings 2003/48/EC (the “Directive”)adopted by the Council of the EuropeanUnion (the “Council”) on June 3, 2003 orany law implementing or complying with, orintroduced in order to conform to, suchDirective;

• the relevant debt security is presented forpayment by or on behalf of a holder whowould have been able to avoid suchdeduction or withholding by presenting therelevant debt security to another payingagent in a member state of the EuropeanUnion (the “EU”) or elsewhere;

• the holder or the beneficial owner of therelevant debt securities or the beneficialowner of any payment of, or in respect of,principal of, any premium, or any interest,Deferred Payments, Tier 3 DeferredPayments or Missed Payments on the debtsecurities failed to make any necessaryclaim or to comply with any certification,identification or other requirementsconcerning the nationality, residence,identity or connection with the taxingjurisdiction of the holder or beneficialowner, if that claim or compliance isrequired by statute, treaty, regulation oradministrative practice of a U.K. taxingjurisdiction as a condition to relief orexemption from the taxes; or

• if the taxes would not have been imposed orwould have been excluded under one of thepreceding points if the beneficial owner of,or person ultimately entitled to obtain an

11

interest in, the debt securities had been theholder of the debt securities.

Whenever we refer in this prospectus and anyprospectus supplement to the payment of the principalof, any premium, or any interest, Deferred Payments,Tier 3 Deferred Payments or Missed Payments, if any,on, or in respect of, any debt securities of any series,we mean to include the payment of AdditionalAmounts to the extent that, in context, AdditionalAmounts are, were or would be payable.

Redemption

Redemption or Conversion for tax reasons. Unlessthe relevant prospectus supplement providesotherwise, and, in the case of Undated SubordinatedDebt Securities, if the solvency condition is satisfied,we will have the option to redeem the debt securitiesof any series upon not less than 30 nor more than60 days’ notice (or, in the case of UndatedSubordinated Debt Securities, if the relevantprospectus supplement so provides, not less than 45nor more than 60 days’ notice) on any dates as arespecified in the applicable prospectus supplement,and we will have the option of converting anyUndated Subordinated Debt Securities that areconvertible into preference shares, if:

• we are required to issue definitive debtsecurities (see “ – Legal Ownership; Formof Debt Securities – Special SituationsWhen a Global Security Will BeTerminated”) and, as a result, we are orwould be required to pay AdditionalAmounts with respect to the debt securities;or

• we determine that as a result of a change inor amendment to the laws or regulations of ataxing jurisdiction, including any treaty towhich the taxing jurisdiction is a party, or achange in an official application orinterpretation of those laws or regulations,including a decision of any court or tribunal,which becomes effective on or after the dateof the applicable prospectus supplement(and, in the case of a successor entity, whichbecomes effective on or after the date of thatentity’s assumption of our obligations), we(or any successor entity) will or would berequired to pay holders Additional Amounts,

or we (or any successor entity) would not beentitled to claim a deduction in respect ofany payments in computing our (or its)taxation liabilities.

In each case, before we give a notice of redemptionor conversion, we shall be required to deliver to thetrustee a written legal opinion of independent counselof recognized standing, chosen by us, in a formsatisfactory to the trustee confirming that we areentitled to exercise our right of redemption orconversion. The redemption or conversion must bemade in respect of all, but not some, of the debtsecurities of the relevant series. The redemption pricewill be equal to 100% of the principal amount of debtsecurities being redeemed together with any accruedbut unpaid interest, Deferred Payments, Tier 3Deferred Payments and Missed Payments, if any, inrespect of such debt securities to the date fixed forredemption or, in the case of Discount Securities,such portion of the principal amount of suchDiscount Securities as may be specified by theirterms.

Optional Redemption. The relevant prospectussupplement will specify whether we may redeem thedebt securities of any series, in whole or in part, atour option, in any other circumstances. Theprospectus supplement will also specify the notice wewill be required to give, what prices and anypremium we will pay, and the dates on which wemay redeem the debt securities. Any notice ofredemption of debt securities will state:

• the date fixed for redemption;

• the amount of debt securities to be redeemedif we are only redeeming a part of the series;

• the redemption price;

• that on the date fixed for redemption theredemption price will become due andpayable on each debt security to beredeemed and, if applicable, that any interestwill cease to accrue on or after theredemption date;

• the place or places at which each holder mayobtain payment of the redemption price; and

• the CUSIP number or numbers, if any, withrespect to the debt securities.

12

In the case of a partial redemption, the trustee shallselect the debt securities that we will redeem in anymanner it deems fair and appropriate.

We or any of our subsidiaries may at any timepurchase debt securities of any series in the openmarket or by tender (available alike to each holder ofdebt securities of the relevant series) or by privateagreement, if applicable law allows, and, in the caseof Undated Subordinated Debt Securities, if thesolvency condition is satisfied. We will treat ascancelled and no longer issued and outstanding anydebt securities of any series that we purchasebeneficially for our own account, other than apurchase in the ordinary course of a business dealingin securities.

We may not redeem at our option any DatedSubordinated Debt Securities nor may we or any ofour subsidiaries purchase beneficially or procureothers to purchase beneficially for our accounts anyDated Subordinated Debt Securities, other than apurchase in the ordinary course of a business dealingin securities, unless our Auditors shall have reportedto the trustee within six months before suchredemption or purchase that, in their opinion, basedon the most recent published consolidated balancesheet of us and our Subsidiary Undertakings, asdefined in the indenture, available at the date of ourreport, the aggregate book value of the tangible assetsof us and our Subsidiary Undertakings exceeds theaggregate book value of the liabilities of us and ourSubsidiary Undertakings. We may not redeem anyUndated Subordinated Debt Securities unless thesolvency condition is satisfied.

In addition, we may not redeem or repurchase anySubordinated Debt Securities, other than a repurchasein the ordinary course of a business dealing insecurities, prior to the fifth anniversary of their dateof issue (or, in the case of Dated Subordinated DebtSecurities qualifying as “Upper Tier 3 capital”, priorto the second anniversary of their date of issue)unless:

• the circumstances that entitles us toexercise that right of redemption is achange in law or regulation in any relevantjurisdiction or in the interpretation of suchlaw or regulation by any court or authorityentitled to do so;

• at the time of the exercise of that right ofredemption, we comply with the FSA’smain Pillar 1 rules applicable to BIPRUfirms (within the meaning of the FSA’sGeneral Prudential Sourcebook) andcontinue to do so after the redemption of therelevant securities; and

• we have obtained the FSA’s prior consent tothe redemption of the relevant securities.

Convertible or Exchangeable Securities

Unless the applicable prospectus supplementspecifies otherwise, optionally convertible orexchangeable securities will entitle the holder, duringa period, or at specific times, to convert or exchangeoptionally convertible or exchangeable securities intoor for the underlying security, basket or baskets ofsecurities, index or indices of securities, orcombination of these, at a specified rate of exchange.Optionally convertible or exchangeable securitieswill be redeemable at our option prior to maturity, ifthe applicable prospectus supplement so states. If aholder does not elect to convert or exchange theoptionally convertible or exchangeable securitiesbefore maturity or any applicable redemption date,the holder will receive the principal amount of theoptionally convertible or exchangeable securities.

Unless the applicable prospectus supplement specifiesotherwise, the holder is not entitled to convert orexchange mandatorily convertible or exchangeablesecurities before maturity. At maturity, the holder mustconvert or exchange the mandatorily convertible orexchangeable securities for the underlying security,basket or baskets of securities or index or indices ofsecurities, or a combination of these, at a specified rateof exchange, and, therefore, the holder may receiveless than the principal amount of the mandatorilyconvertible or exchangeable security. If the applicableprospectus supplement so indicates, the specified rateat which a mandatorily convertible or exchangeablesecurity will be converted or exchanged may varydepending on the value of the underlying securities,basket or baskets of securities, index or indices ofsecurities, or combination of these so that, uponconversion or exchange, the holder participates in apercentage, which may be other than 100%, of thechange in value of the underlying securities, basket orbaskets, index or indices of securities, or combinationof these.

13

Upon conversion or exchange, at maturity orotherwise, the holder of a convertible orexchangeable security may receive, at the specifiedexchange rate, either the underlying security or thesecurities constituting the relevant basket or baskets,index or indices, or combination of these, or the cashvalue thereof, as the applicable prospectussupplement may specify.

In addition, subject to certain conditions specified inthe applicable prospectus supplement and unless itspecifies otherwise, we may choose to convert all butnot part of the Undated Subordinated Debt Securitiesinto preference shares, on any payment date. Youshould refer to the applicable prospectus supplementfor a description of the terms and conditions of thisconversion.

Modification and Waiver

We and the trustee may make certain modificationsand amendments to the indenture applicable to eachseries of debt securities without the consent of theholders of the debt securities. We may make othermodifications and amendments with the consent ofthe holder(s) of not less than, in the case of the SeniorDebt Securities, a majority of or, in the case of theSubordinated Debt Securities, 662⁄3% in aggregateprincipal amount of the debt securities of the seriesoutstanding under the applicable indenture that areaffected by the modification or amendment.However, we may not make any modification oramendment without the consent of the holder of eachaffected debt security that would:

• change the terms of any debt security toinclude, in the case of an UndatedSubordinated Debt Security, a maturity dateof its principal amount, or in the case of anyother debt security, change the statedmaturity date of its principal amount;

• reduce the principal amount of, or anypremium, or interest, Deferred Payments,Tier 3 Deferred Payments or MissedPayments, with respect to any debt security;

• reduce the amount of principal on aDiscount Security that would be due andpayable upon an acceleration of the maturitydate of any series of Senior Debt Securitiesor Dated Subordinated Debt Securities;

• change our obligation, or any successor’s, topay Additional Amounts;

• change the places at which payments arepayable or the currency of payment;

• impair the right to sue for the enforcementof any payment due and payable;

• reduce the percentage in aggregate principalamount of outstanding debt securities of theseries necessary to modify or amend theindenture or to waive compliance withcertain provisions of the indenture and anypast Senior Event of Default, SubordinatedEvent of Default, Dated Debt Default orUndated Debt Default (in each case asdefined below);

• change our obligation to maintain an officeor agency in the place and for the purposesspecified in the indenture;

• change the terms and conditions of thepreference shares or other securities intowhich the Undated Subordinated DebtSecurities may be converted;

• modify the subordination provisions, if any,or the terms and conditions of ourobligations in respect of the due andpunctual payment of the amounts due andpayable on the debt securities, in either casein a manner adverse to the holders; or

• modify the foregoing requirements or theprovisions of the indenture relating to thewaiver of any past Senior Event of Default,Subordinated Event of Default, Dated DebtDefault or Undated Debt Default orcovenants, except as otherwise specified.

In addition, under the practice of the FSA prevailingas of the date of this prospectus, material variationsin the terms and conditions of Subordinated DebtSecurities of any series, including modificationsrelating to the subordination or redemptionprovisions of such securities, may not be made unlessat least one month before the amendment is due totake effect we have given the FSA notice in writing(in the form required by the FSA) of the proposedamendment and the FSA has not objected to suchamendment.

14

Senior Events of Default; Subordinated Event ofDefault and Defaults; Limitation of Remedies

Senior Events of Default

Unless the relevant prospectus supplement providesotherwise, a “Senior Event of Default” with respectto any series of Senior Debt Securities shall result if:

• we do not pay any principal or interest onany Senior Debt Securities of that serieswithin 14 days from the due date forpayment and the principal or interest has notbeen duly paid within a further 14 daysfollowing written notice from the trustee orfrom holders of 25% in principal amount ofthe Senior Debt Securities of that series tous requiring the payment to be made. It shallnot, however, be a Senior Event of Defaultif during the 14 days after the notice wesatisfy the trustee that such sums (“WithheldAmounts”) were not paid in order to complywith a law, regulation or order of any courtof competent jurisdiction. Where there isdoubt as to the validity or applicability ofany such law, regulation or order, it shall notbe a Senior Event of Default if we act on theadvice given to us during the 14-day periodby independent legal advisers approved bythe trustee; or

• we breach any covenant or warranty of theSenior Debt Indenture (other than as statedabove with respect to payments when due)and that breach has not been remediedwithin 21 days of receipt of a written noticefrom the trustee certifying that in its opinionthe breach is materially prejudicial to theinterests of the holders of the Senior DebtSecurities of that series and requiring thebreach to be remedied or from holders of atleast 25% in principal amount of the SeniorDebt Securities of that series requiring thebreach to be remedied; or

• either a court of competent jurisdictionissues an order which is not successfullyappealed within 30 days, or an effectiveshareholders’ resolution is validly adopted,for our winding-up (other than under or inconnection with a scheme of reconstruction,merger or amalgamation not involvingbankruptcy or insolvency).

If a Senior Event of Default occurs and is continuing,the trustee or the holders of at least 25% inoutstanding principal amount of the Senior DebtSecurities of that series may at their discretiondeclare the Senior Debt Securities of that series to bedue and repayable immediately (and the Senior DebtSecurities of that series shall thereby become due andrepayable) at their outstanding principal amount (orat such other repayment amount as may be specifiedin or determined in accordance with the relevantprospectus supplement) together with accruedinterest, if any, as provided in the prospectussupplement. The trustee may at its discretion andwithout further notice institute such proceedings as itmay think suitable, against us to enforce payment.Subject to the indenture provisions for theindemnification of the trustee, the holder(s) of amajority in aggregate principal amount of theoutstanding Senior Debt Securities of any series shallhave the right to direct the time, method and place ofconducting any proceeding in the name of and on thebehalf of the trustee for any remedy available to thetrustee or exercising any trust or power conferred onthe trustee with respect to the series. However, thisdirection must not be in conflict with any rule of lawor the Senior Debt Indenture, and must not beunjustly prejudicial to the holder(s) of any SeniorDebt Securities of that series not taking part in thedirection, as determined by the trustee. The trusteemay also take any other action, consistent with thedirection, that it deems proper.

If lawful, Withheld Amounts or a sum equal toWithheld Amounts shall be placed promptly oninterest bearing deposit as described in the SeniorDebt Indenture. We will give notice if at any time itis lawful to pay any Withheld Amount to holders ofSenior Debt Securities or holders of Coupons or ifsuch payment is possible as soon as any doubt as tothe validity or applicability of the law, regulation ororder is resolved. The notice will give the date onwhich the Withheld Amount and the interest accruedon it will be paid. This date will be the earliest dayafter the day on which it is decided WithheldAmounts can be paid on which the interest bearingdeposit falls due for repayment or may be repaidwithout penalty. On such date, we shall be bound topay the Withheld Amount together with interestaccrued on it. For the purposes of this subsection thisdate will be the due date for those sums. Ourobligations under this paragraph are in lieu of anyother remedy against us in respect of Withheld

15

Amounts. Payment will be subject to applicable laws,regulations or court orders, but in the case ofpayment of any Withheld Amount, without prejudiceto the provisions described under “ – AdditionalAmounts”. Interest accrued on any Withheld Amountwill be paid net of any taxes required by applicablelaw to be withheld or deducted and we shall not beobliged to pay any Additional Amount in respect ofany such withholding or deduction.

The holder(s) of a majority of the aggregate principalamount of the outstanding Senior Debt Securities ofany affected series may waive any past Senior Eventof Default with respect to the series, except anydefault in respect of either:

• the payment of principal of, or anypremium, or interest, on any Senior DebtSecurities; or

• a covenant or provision of the relevantindenture which cannot be modified oramended without the consent of each holderof Senior Debt Securities of the series.

Subject to exceptions, the trustee may, without theconsent of the holders, waive or authorize a SeniorEvent of Default if, in the opinion of the trustee, thatSenior Event of Default would not be materiallyprejudicial to the interests of the holders.

The trustee will, within 90 days of a default withrespect to the Senior Debt Securities of any series,give to each affected holder of the Senior DebtSecurities of the affected series notice of any defaultit knows about, unless the default has been cured orwaived. However, except in the case of a default inthe payment of the principal of, or premium, if any,or interest, if any, on the Senior Debt Securities, thetrustee will be entitled to withhold notice if the boardof directors, the executive committee or a trustcommittee of directors or responsible officers of thetrustee determine in good faith that withholding ofnotice is in the interest of the holder(s).

We are required to furnish to the trustee annually astatement as to our compliance with all conditionsand covenants under the Senior Debt Indenture.

Notwithstanding any contrary provisions, nothingshall impair the right of a holder, absent the holder’sconsent, to sue for any payments due but unpaid withrespect to the Senior Debt Securities.

Street name and other indirect holders shouldconsult their banks or brokers for information onhow to give notice or direction to or make a requestof the trustee and how to waive a Senior Event ofDefault.

Subordinated Events of Default

If either a court of competent jurisdiction issues anorder which is not successfully appealed within30 days, or an effective shareholders’ resolution isvalidly adopted, for our winding-up, other than underor in connection with a scheme of amalgamation,merger or reconstruction not involving a bankruptcyor insolvency, that order or resolution will constitutea “Subordinated Event of Default” with respect to allof the Subordinated Debt Securities. If aSubordinated Event of Default occurs and iscontinuing, the trustee or the holder(s) of at least 25%in aggregate principal amount of the outstandingSubordinated Debt Securities of each series maydeclare any accrued but unpaid payments, or, in thecase of Discount Securities, the portion of principalamount specified in its terms, on the debt securitiesof the series to be due and payable immediately.However, after this declaration but before the trusteeobtains a judgment or decree for payment of moneydue, the holder(s) of a majority in aggregate principalamount of the outstanding Subordinated DebtSecurities of the series may rescind the declaration ofacceleration and its consequences, but only if theSubordinated Event of Default has been cured orwaived and all payments due, other than those due asa result of acceleration, have been made.

Dated Debt Defaults. Unless the relevant prospectussupplement provides otherwise, a “Dated DebtDefault” with respect to any series of DatedSubordinated Debt Securities shall result if we do notpay any installment of interest upon, or any part ofthe principal of, and any premium on, any DatedSubordinated Debt Securities of that series on thedate on which the payment is due and payable,whether upon redemption or otherwise, and thefailure continues for 14 days in the case of interestand seven days in the case of principal. Current FSAregulations do not permit us to provide for anyadditional events of default with respect to DatedSubordinated Debt Securities.

If a Dated Debt Default occurs and is continuing, thetrustee may pursue all legal remedies available to it,

16

including the institution of proceedings for ourwinding-up in England (but not elsewhere), but thetrustee may not declare the principal amount of anyoutstanding Dated Subordinated Debt Securities dueand payable. However, failure to make any paymentin respect of a series of Dated Subordinated DebtSecurities shall not be a Dated Debt Default if thepayment is withheld or refused either:

• in order to comply with any fiscal or otherlaw or regulation or with the order of anycourt of competent jurisdiction; or

• in case of doubt as to the validity orapplicability of any such law, regulation ororder, in accordance with advice given as tosuch validity or applicability at any timebefore the expiry of the 14-day period in thecase of payment of interest or 7-day periodin the case of payment of principal byindependent legal advisers acceptable to thetrustee.

In the second case, however, the trustee may, bynotice to us, require us to take action, includingproceedings for a court declaration, to resolve thedoubt, if counsel advises it that the action isappropriate and reasonable. In this situation we willtake the action promptly and be bound by any finalresolution of the doubt. If the action results in adetermination that we can make the relevant paymentwithout violating any law, regulation or order thenthe payment shall become due and payable on theexpiration of the 14-day period in the case ofpayment of interest or seven-day period in the case ofpayment of principal after the trustee gives us writtennotice informing us of the determination.

By accepting a Dated Subordinated Debt Securityeach holder and the trustee will be deemed to havewaived any right of set-off or counterclaim that theymight otherwise have against us. No holder of DatedSubordinated Debt Securities shall be entitled toproceed directly against us unless the trustee hasbecome bound to proceed but fails to do so within areasonable period and the failure is continuing.

Undated Debt Defaults. Unless the relevantprospectus supplement provides otherwise, anUndated Debt Default shall result if, with respect toany series of Undated Subordinated Debt Securities,we fail to pay:

• any Missed Payments on or prior to any dateupon which a dividend is next paid on anyclass of share capital of Barclays PLC, orany other ultimate holding company of us,or if there is no holding company, ourselves,or on any class of our preference sharecapital, and this failure continues for30 days; or

• the principal amount and any premium, orany accrued but unpaid interest and anyMissed Payments on the date fixed forredemption of such Undated SubordinatedDebt Securities and this failure continues forseven business days.

If any Undated Debt Default occurs and iscontinuing, the trustee may pursue all legal remediesavailable to it, including the institution ofproceedings for our winding-up in England (but notelsewhere), but the trustee may not declare theprincipal amount of any outstanding UndatedSubordinated Debt Securities due and payable. Forthe purposes of determining whether an UndatedDebt Default has occurred, a payment shall not bedeemed to be due on any date on which the solvencycondition is not satisfied, but this does not apply inregard to proceedings by the trustee for ourwinding-up in England. However, the trustee may notcommence proceedings for our winding-up inEngland for failure to make any payment in respectof a series of Undated Subordinated Debt Securitiesif the payment is withheld or refused either:

• in order to comply with any fiscal or otherlaw or regulation or with the order of anycourt of jurisdiction; or

• in case of doubt as to the validity orapplicability of any such law, regulation ororder, in accordance with advice given as tosuch validity or applicability at any timebefore the expiry of the 30-day or seven-business day period, as applicable, byindependent legal advisers acceptable to thetrustee.

17

In the second case, however, the trustee may, bynotice to us, require us to take action, includingproceedings for a court declaration, to resolve thedoubt, if counsel advises it that the action isappropriate and reasonable. In this case we shallproceed with the action promptly and be bound byany final resolution of the doubt. If the action resultsin a determination that we can make the relevantpayment without violating any law, regulation ororder then the payment shall become due and payableon the expiration of the 30-day or seven-business dayperiod, as applicable, after the trustee gives us writtennotice informing us of the determination.

By accepting an Undated Subordinated DebtSecurity, each holder and the trustee will be deemedto have waived any right of set-off or counterclaimthat they might otherwise have against us withrespect to the Undated Subordinated Debt Security orthe applicable indenture. No holder of UndatedSubordinated Debt Securities shall be entitled toproceed directly against us unless the trustee hasbecome bound to proceed but fails to do so within areasonable period, and the failure is continuing.

Waiver; Trustee’s Duties – Subordinated DebtSecurities. The holder(s) of not less than a majority inaggregate principal amount of the debt securities ofany affected series may waive any past SubordinatedEvent of Default, Dated Debt Default or UndatedDebt Default with respect to the series, except anydefault in respect of either:

• the payment of principal of, or anypremium, or interest, Deferred Payments,Tier 3 Deferred Payments or MissedPayments on any Subordinated DebtSecurities; or

• a covenant or provision of the relevantindenture which cannot be modified oramended without the consent of each holderof Subordinated Debt Securities of theseries.

Subject to the applicable indenture provisionsregarding the trustee’s duties, in case a SubordinatedEvent of Default, Dated Debt Default or UndatedDebt Default occurs and is continuing with respect tothe debt securities of any series, the trustee will haveno obligation to any holder(s) of the SubordinatedDebt Securities of that series, unless they haveoffered the trustee reasonable indemnity. Subject to

the indenture provisions for the indemnification ofthe trustee, the holder(s) of a majority in aggregateprincipal amount of the outstanding SubordinatedDebt Securities of any series shall have the right todirect the time, method and place of conducting anyproceeding in the name of and on the behalf of thetrustee for any remedy available to the trustee orexercising any trust or power conferred on the trusteewith respect to the series. However, this directionmust not be in conflict with any rule of law or theapplicable indenture, and must not be unjustlyprejudicial to the holder(s) of any Subordinated DebtSecurities of that series not taking part in thedirection, as determined by the trustee. The trusteemay also take any other action, consistent with thedirection, that it deems proper.

The trustee will, within 90 days of a default withrespect to the Subordinated Debt Securities of anyseries, give to each affected holder of theSubordinated Debt Securities of the affected seriesnotice of any default it knows about, unless thedefault has been cured or waived. However, except inthe case of a default in the payment of the principalof, or premium, if any, or interest, if any, on anySubordinated Debt Securities, the trustee will beentitled to withhold notice if the board of directors,the executive committee or a trust committee ofdirectors or responsible officers of the trusteedetermine in good faith that withholding of notice isin the interest of the holder(s).

We are required to furnish to the trustee annually astatement as to our compliance with all conditionsand covenants under each Subordinated DebtIndenture.

Limitations on suits. Before a holder may bypass thetrustee and bring its own lawsuit or other formal legalaction or take other steps to enforce its rights orprotect its interests relating to the debt securities, thefollowing must occur:

• The holder must give the trustee writtennotice that an event of default has occurredand remains uncured.

• The holders of 25% in principal amount ofall outstanding debt securities of the relevantseries must make a written request that thetrustee take action because of the default,and the holder must offer reasonable

18

indemnity to the trustee against the cost andother liabilities of taking that action.

• The trustee must not have taken action for60 days after receipt of the above notice andoffer of indemnity, and the trustee must nothave received an inconsistent direction fromthe majority in principal amount of alloutstanding debt securities of the relevantseries during that period.

• In the case of our winding-up in England,such legal action or proceeding is in thename and on behalf of the trustee to thesame extent, but no further, as the trusteewould have been entitled to do.

Notwithstanding any contrary provisions, nothingshall impair the right of a holder, absent the holder’sconsent, to sue for any payments due but unpaid withrespect to the Subordinated Debt Securities.

Street name and other indirect holders shouldconsult their banks or brokers for information onhow to give notice or direction to or make a requestof the trustee and how to waive any pastSubordinated Event of Default, Dated Debt Defaultor Undated Debt Default.

Consolidation, Merger and Sale of Assets;Assumption

We may, without the consent of the holders of any ofthe debt securities, consolidate with, merge into ortransfer or lease our assets substantially as an entiretyto, any person of the persons specified in theapplicable indenture. However, any successorcorporation formed by any consolidation oramalgamation, or any transferee or lessee of ourassets, must be a bank organized under the laws ofthe United Kingdom that assumes our obligations onthe debt securities and the applicable indenture, and anumber of other conditions must be met.

Subject to applicable law and regulation, any of ourwholly-owned subsidiaries may assume ourobligations under the debt securities of any serieswithout the consent of any holder. We, however,must irrevocably guarantee, (on a subordinated basisin substantially the manner described under“ – Ranking” above, in the case of Subordinated Debt

Securities,) the obligations of the subsidiary underthe debt securities of that series. If we do, all of ourdirect obligations under the debt securities of theseries and the applicable indenture shall immediatelybe discharged. Unless the relevant prospectussupplement provides otherwise, any AdditionalAmounts under the debt securities of the series willbe payable in respect of taxes imposed by thejurisdiction in which the successor entity isorganized, rather than taxes imposed by a U.K.taxing jurisdiction, subject to exceptions equivalentto those that apply to any obligation to payAdditional Amounts in respect of taxes imposed by aU.K. taxing jurisdiction. However, if we makepayment under this guarantee, we shall also berequired to pay Additional Amounts related to taxes(subject to the exceptions set forth in “ – AdditionalAmounts” above) imposed by a U.K. taxingjurisdiction due to this guarantee payment. Asubsidiary that assumes our obligations will also beentitled to redeem the debt securities of the relevantseries in the circumstances described in“ – Redemption” above with respect to any change oramendment to, or change in the application orinterpretation of the laws or regulations (includingany treaty) of the assuming corporation’s jurisdictionof incorporation as long as the change or amendmentoccurs after the date of the subsidiary’s assumptionof our obligations. However, the determination ofwhether the applicable solvency condition has beensatisfied shall continue to be made with reference tous, unless applicable law requires otherwise.

The U.S. Internal Revenue Service might deem anassumption of our obligations as described above tobe an exchange of the existing debt securities for newdebt securities, resulting in a recognition of taxablegain or loss and possibly other adverse taxconsequences. Investors should consult their taxadvisors regarding the tax consequences of such anassumption.

Governing Law

The debt securities and indentures will be governedby and construed in accordance with the laws of theState of New York, except that, as specified in therelevant Subordinated Debt Indenture, thesubordination provisions of each series ofSubordinated Debt Securities and the relatedindenture will be governed by and construed inaccordance with the laws of England.

19

Notices

Notices regarding the debt securities will be valid:

• with respect to global debt securities, if inwriting and delivered or mailed to eachdirect holder;

• if registered debt securities are affected, ifgiven in writing and mailed to each directholder as provided in the applicableindenture; or

• with respect to bearer definitive debtsecurities, if published at least once in anAuthorized Newspaper (as defined in theindentures) in the Borough of Manhattan inNew York City and as the applicableprospectus supplement may specifyotherwise.

Any notice shall be deemed to have been given onthe date of such publication or, if published morethan once, on the date of the first publication. Ifpublication is not practicable, notice will be valid ifgiven in any other manner, and deemed to have beengiven on the date, as we shall determine.

The Trustee

The Bank of New York will be the trustee under theindentures. The trustee has two principal functions:

• First, it can enforce an investor’s rightsagainst us if we default on debt securitiesissued under the indenture. There are somelimitations on the extent to which the trusteeacts on an investor’s behalf, described under“Senior Events of Default; SubordinatedEvent of Default and Defaults; Limitation ofRemedies”; and

• Second, the trustee performs administrativeduties for us, such as sending the investor’sinterest payments, transferring debtsecurities to a new buyer and sendinginvestors notices.

We and some of our subsidiaries maintain depositaccounts and conduct other banking transactions withthe trustee in the ordinary course of our respectivebusinesses.

Consent to Service

The indentures provide that we irrevocably designateBarclays Bank PLC, 200 Park Avenue, New York,New York 10166, Attention: General Counsel as ourauthorized agent for service of process in anyproceeding arising out of or relating to the indenturesor debt securities brought in any federal or state courtin New York City and we irrevocably submit to thejurisdiction of these courts.

Clearance and Settlement

Debt securities we issue may be held through one ormore international and domestic clearing systems.The principal clearing systems we will use are thebook-entry systems operated by The DepositoryTrust Company, or DTC, in the United States,Clearstream Banking, société anonyme, orClearstream, Luxembourg, in Luxembourg andEuroclear Bank S.A./N.V., or Euroclear, in Brussels,Belgium. These systems have established electronicsecurities and payment transfer, processing,depositary and custodial links among themselves andothers, either directly or through custodians anddepositories. These links allow securities to beissued, held and transferred among the clearingsystems without the physical transfer of certificates.

Special procedures to facilitate clearance andsettlement have been established among theseclearing systems to trade securities across borders inthe secondary market. Where payments for debtsecurities we issue in global form will be made inU.S. dollars, these procedures can be used for cross-market transfers and the securities will be cleared andsettled on a delivery against payment basis.

Global securities will be registered in the name of anominee for, and accepted for settlement andclearance by, one or more of Euroclear, Clearstream,Luxembourg, DTC and any other clearing systemidentified in the applicable prospectus supplement.

Cross-market transfers of debt securities that are notin global form may be cleared and settled inaccordance with other procedures that may beestablished among the clearing systems for thesesecurities.

Euroclear and Clearstream, Luxembourg holdinterests on behalf of their participants through

20

customers’ securities accounts in the names ofEuroclear and Clearstream, Luxembourg on thebooks of their respective depositories, which, in thecase of securities for which a global security inregistered form is deposited with the DTC, in turnhold such interests in customers’ securities accountsin the depositories’ names on the books of the DTC.

The policies of DTC, Clearstream, Luxembourg andEuroclear will govern payments, transfers, exchangeand other matters relating to the investors’ interest insecurities held by them. This is also true for any otherclearance system that may be named in a prospectussupplement.

We have no responsibility for any aspect of theactions of DTC, Clearstream, Luxembourg orEuroclear or any of their direct or indirectparticipants. We have no responsibility for any aspectof the records kept by DTC, Clearstream,Luxembourg or Euroclear or any of their direct orindirect participants. We also do not supervise thesesystems in any way. This is also true for any otherclearing system indicated in a prospectus supplement.

DTC, Clearstream, Luxembourg, Euroclear and theirparticipants perform these clearance and settlementfunctions under agreements they have made with oneanother or with their customers. Investors should beaware that they are not obligated to perform theseprocedures and may modify them or discontinuethem at any time.

The description of the clearing systems in this sectionreflects our understanding of the rules and proceduresof DTC, Clearstream, Luxembourg and Euroclear asthey are currently in effect. Those systems couldchange their rules and procedures at any time.

The Clearing Systems

DTC. DTC has advised us as follows:

• DTC is:

(1) a limited purpose trust companyorganized under the laws of the Stateof New York;

(2) a “banking organization” within themeaning of New York Banking Law;

(3) a member of the Federal ReserveSystem;

(4) a “clearing corporation” within themeaning of the New York UniformCommercial Code; and

(5) a “clearing agency” registeredpursuant to the provisions ofSection 17A of the Exchange Act.

• DTC was created to hold securities for itsparticipants and to facilitate the clearanceand settlement of securities transactionsbetween participants through electronicbook-entry changes to accounts of itsparticipants. This eliminates the need forphysical movement of securities.

• Participants in DTC include securitiesbrokers and dealers, banks, trust companiesand clearing corporations and may includecertain other organizations. DTC is partiallyowned by some of these participants or theirrepresentatives.

• Indirect access to the DTC system is alsoavailable to banks, brokers and dealers andtrust companies that have custodialrelationships with participants.

• The rules applicable to DTC and DTCparticipants are on file with the SEC.

Clearstream, Luxembourg. Clearstream, Luxembourghas advised us as follows:

• Clearstream, Luxembourg is a duly licensedbank organized as a société anonymeincorporated under the laws of Luxembourgand is subject to regulation by theLuxembourg Commission for theSupervision of the Financial Sector(Commission de Surveillance du SecteurFinancier).

• Clearstream, Luxembourg holds securitiesfor its customers and facilitates theclearance and settlement of securitiestransactions among them. It does so throughelectronic book-entry transfers between theaccounts of its customers. This eliminates

21

the need for physical movement ofsecurities.

• Clearstream, Luxembourg provides otherservices to its customers, includingsafekeeping, administration, clearance andsettlement of internationally tradedsecurities and lending and borrowing ofsecurities.

• Clearstream, Luxembourg’s customersinclude worldwide securities brokers anddealers, banks, trust companies and clearingcorporations and may include professionalfinancial intermediaries. Its U.S. customersare limited to securities brokers and dealersand banks.

• Indirect access to the Clearstream,Luxembourg system is also available toothers that clear through Clearstream,Luxembourg customers or that havecustodial relationships with its customers,such as banks, brokers, dealers and trustcompanies.

Euroclear. Euroclear has advised us as follows:

• Euroclear is incorporated under the laws ofBelgium as a bank and is subject toregulation by the Belgian Banking andFinance Commission (Commission Bancaireet Financière) and the National Bank ofBelgium (Banque Nationale de Belgique).

• Euroclear holds securities for its customersand facilitates the clearance and settlementof securities transactions among them. Itdoes so through simultaneous electronicbook-entry delivery against payment,thereby eliminating the need for physicalmovement of certificates.

• Euroclear provides other services to itscustomers, including credit, custody,lending and borrowing of securities andtri-party collateral management. It interfaceswith the domestic markets of severalcountries.

• Euroclear customers include banks,including central banks, securities brokers

and dealers, banks, trust companies andclearing corporations and certain otherprofessional financial intermediaries.

• Indirect access to the Euroclear system isalso available to others that clear throughEuroclear customers or that have custodialrelationships with Euroclear customers.

• All securities in Euroclear are held on afungible basis. This means that specificcertificates are not matched to specificsecurities clearance accounts.

Other Clearing Systems. We may choose any otherclearing system for a particular series of debtsecurities. The clearance and settlement proceduresfor the clearing system we choose will be describedin the applicable prospectus supplement.

Primary Distribution

The distribution of the debt securities will be clearedthrough one or more of the clearing systems that wehave described above or any other clearing systemthat is specified in the applicable prospectussupplement. Payment for securities will be made on adelivery versus payment or free delivery basis. Thesepayment procedures will be more fully described inthe applicable prospectus supplement.

Clearance and settlement procedures may vary fromone series of debt securities to another according tothe currency that is chosen for the specific series ofsecurities. Customary clearance and settlementprocedures are described below.

We will submit applications to the relevant system orsystems for the securities to be accepted forclearance. The clearance numbers that are applicableto each clearance system will be specified in theprospectus supplement.

Clearance and Settlement Procedures – DTC. DTCparticipants that hold debt securities through DTC onbehalf of investors will follow the settlementpractices applicable to U.S. corporate debtobligations in DTC’s Same-Day Funds SettlementSystem.

Debt securities will be credited to the securitiescustody accounts of these DTC participants against

22

payment in same-day funds, for payments in U.S.dollars, on the settlement date. For payments in acurrency other than U.S. dollars, securities will becredited free of payment on the settlement date.

Clearance and Settlement Procedures – Euroclearand Clearstream, Luxembourg. We understand thatinvestors that hold their debt securities throughEuroclear or Clearstream, Luxembourg accounts willfollow the settlement procedures that are applicableto conventional Eurobonds in registered form.

Debt securities will be credited to the securitiescustody accounts of Euroclear and Clearstream,Luxembourg participants on the business dayfollowing the settlement date, for value on thesettlement date. They will be credited either free ofpayment or against payment for value on thesettlement date.

Secondary Market Trading

Trading Between DTC Participants. Secondarymarket trading between DTC participants will occurin the ordinary way in accordance with DTC’s rules.Secondary market trading will be settled usingprocedures applicable to U.S. corporate debtobligations in DTC’s Same-Day Funds SettlementSystem.

If payment is made in U.S. dollars, settlement will bein same-day funds. If payment is made in a currencyother than U.S. dollars, settlement will be free ofpayment. If payment is made other than in U.S.Dollars, separate payment arrangements outside ofthe DTC system must be made between the DTCparticipants involved.

Trading Between Euroclear and/or Clearstream,Luxembourg Participants. We understand thatsecondary market trading between Euroclear and/orClearstream, Luxembourg participants will occur inthe ordinary way following the applicable rules andoperating procedures of Euroclear and Clearstream,Luxembourg. Secondary market trading will besettled using procedures applicable to conventionalEurobonds in registered form.

Trading Between a DTC Seller and a Euroclear orClearstream, Luxembourg Purchaser. A purchaser ofdebt securities that are held in the account of a DTCparticipant must send instructions to Euroclear or

Clearstream, Luxembourg at least one business dayprior to settlement. The instructions will provide forthe transfer of the securities from the selling DTCparticipant’s account to the account of the purchasingEuroclear or Clearstream, Luxembourg participant.Euroclear or Clearstream, Luxembourg, as the casemay be, will then instruct the common depositary forEuroclear and Clearstream, Luxembourg to receivethe securities either against payment or free ofpayment.

The interests in the securities will be credited to therespective clearing system. The clearing system willthen credit the account of the participant, followingits usual procedures. Credit for the securities willappear on the next day, European time. Cash debitwill be back-valued to, and the interest on thesecurities will accrue from, the value date, whichwould be the preceding day, when settlement occursin New York. If the trade fails and settlement is notcompleted on the intended date, the Euroclear orClearstream, Luxembourg cash debit will be valuedas of the actual settlement date instead.

Euroclear participants or Clearstream, Luxembourgparticipants will need the funds necessary to processsame-day funds settlement. The most direct means ofdoing this is to preposition funds for settlement,either from cash or from existing lines of credit, asfor any settlement occurring within Euroclear orClearstream, Luxembourg. Under this approach,participants may take on credit exposure to Euroclearor Clearstream, Luxembourg until the securities arecredited to their accounts one business day later.

As an alternative, if Euroclear or Clearstream,Luxembourg has extended a line of credit to them,participants can choose not to pre-position funds andwill instead allow that credit line to be drawn upon tofinance settlement. Under this procedure, Euroclearparticipants or Clearstream, Luxembourg participantspurchasing securities would incur overdraft chargesfor one business day (assuming they cleared theoverdraft as soon as the securities were credited totheir accounts). However, interest on the securitieswould accrue from the value date. Therefore, in manycases, the investment income on securities that isearned during that one-business day period maysubstantially reduce or offset the amount of theoverdraft charges. This result will, however, dependon each participant’s particular cost of funds.

23

Because the settlement will take place during NewYork business hours, DTC participants will use theirusual procedures to deliver securities to thedepositary on behalf of Euroclear participants orClearstream, Luxembourg participants. The saleproceeds will be available to the DTC seller on thesettlement date. For the DTC participants, then, across-market transaction will settle no differentlythan a trade between two DTC participants.

Special Timing Considerations

Investors should be aware that they will only be ableto make and receive deliveries, payments and othercommunications involving the debt securities throughClearstream, Luxembourg and Euroclear on dayswhen those systems are open for business. Thosesystems may not be open for business on days whenbanks, brokers and other institutions are open forbusiness in the United States.

In addition, because of time-zone differences, theremay be problems with completing transactionsinvolving Clearstream, Luxembourg and Euroclearon the same business day as in the United States.U.S. investors who wish to transfer their interests inthe debt securities, or to receive or make a paymentor delivery of the debt securities, on a particular day,may find that the transactions will not be performeduntil the next business day in Luxembourg orBrussels, depending on whether Clearstream,Luxembourg or Euroclear is used.

DESCRIPTION OF PREFERENCE SHARES

The following is a summary of the general terms ofthe preference shares of any series we may issueunder this registration statement. Each time we issuepreference shares we will prepare a prospectussupplement, which you should read carefully. Theprospectus supplement relating to a series ofpreference shares or to a series of debt securities thatare convertible into or exchangeable for thepreference shares will summarize the terms of thepreference shares of the particular series. Thoseterms will be set out in the resolutions establishingthe series that our Board of Directors or anauthorized committee adopt, and may be differentfrom those summarized below. If so, the applicableprospectus supplement will state that, and thedescription of the preference shares of that seriescontained in the prospectus supplement will apply.

This summary does not purport to be complete and issubject to, and qualified by, our Articles ofAssociation and the resolutions of the Board ofDirectors or an authorized committee. You shouldread our Articles of Association as well as thoseresolutions, which we have filed or we will file withthe SEC as an exhibit to the registration statement, ofwhich this prospectus is a part. You should also readthe summary of the general terms of the depositagreement under which ADRs evidencing ADSs thatmay represent preference shares may be issued,under the heading “Description of AmericanDepositary Receipts”.

General

Under our Articles of Association, our Board ofDirectors or an authorized committee of the Board isempowered to provide for the issuance of U.S. dollar-denominated preference shares, in one or more series.

The resolutions providing for their issue, adopted bythe Board of Directors or the authorized committee,will set forth the dividend rights, liquidation valueper share, redemption provisions, voting rights, otherrights, preferences, privileges, limitations andrestrictions of the preference shares.

As of the date of this prospectus, we have 100,000issued dollar-denominated preference shares, Series 1and 30,000,000 issued dollar-denominated preferenceshares, Series 2.

The preference shares of any series will be U.S.dollar-denominated in terms of nominal value,dividend rights and liquidation value per share. Theywill, when issued, be fully paid and non-assessable.For each preference share issued, an amount equal toits nominal value will be credited to our issued sharecapital account and an amount equal to the differencebetween its issue price and its nominal value will becredited to our share premium account. Theapplicable prospectus supplement will specify thenominal value of the preference shares. Thepreference shares of a series deposited under thedeposit agreement referred to in the section“Description of American Depositary Receipts” willbe represented by ADSs of a corresponding series,evidenced by ADRs of such series. The preferenceshares of such series may only be withdrawn fromdeposit in registered form. See “Description ofAmerican Depositary Receipts”.

24

Our Board of Directors or the relevant authorizedcommittee of our Board may only provide for theissuance of preference shares of any series if aresolution of our shareholders has authorized theallotment of such preference shares.

The preference shares of any series will have thedividend rights, rights upon liquidation, redemptionprovisions and voting rights described below, unlessthe relevant prospectus supplement providesotherwise. You should read the prospectussupplement for the specific terms of any series,including:

• the number of shares offered, the number ofshares offered in the form of ADSs and thenumber of preference shares represented byeach ADS;

• the public offering price of the series;

• the liquidation value per share of that series;

• the dividend rate, or the method ofcalculating it;

• the place where we will pay dividends;

• the dates on which dividends will bepayable;

• voting rights of that series of preferenceshares, if any;

• restrictions applicable to the sale anddelivery of the preference shares;

• whether and under what circumstances wewill pay additional amounts on thepreference shares in the event of certaindevelopments with respect to withholdingtax or information reporting laws;

• any redemption, conversion or exchangeprovisions;

• whether the shares shall be issued as unitswith shares of a related series;

• any listing on a securities exchange; and

• any other rights, preferences, privileges,limitations and restrictions relating to theseries.

The applicable prospectus supplement will alsodescribe material U.S. and U.K. tax considerationsthat apply to any particular series of preferenceshares.

Title to preference shares of a series in registeredform will pass by transfer and registration on theregister that the registrar shall keep at its office in theUnited Kingdom. For more information on suchregistration, you should read “ – Registrar and PayingAgent”. The registrar will not charge for theregistration of transfer, but the person requesting itwill be liable for any taxes, stamp duties or othergovernmental charges.

We may issue preference shares in more than onerelated series if necessary to ensure that we continueto be treated as part of the Barclays PLC Group forU.K. tax purposes. The preference shares of any twoor more related series will be issued as preferenceshare units, unless the applicable prospectussupplement specifies otherwise, so that holders ofany preference share units will effectively have thesame rights, preferences and privileges, and will besubject to the same limitations and restrictions. Thefollowing characteristics, however, may differ:

• the aggregate amount of dividends,

• the aggregate amounts which may bepayable upon redemption,

• the redemption dates,

• the rights of holders to deposit thepreference shares under the depositagreement, and

• the voting rights of holders.

You should read the applicable prospectussupplement for the characteristics relating to anypreference shares issuable in two or more relatedseries as a unit.

Unless the applicable prospectus supplementspecifies otherwise, the preference shares of eachseries will rank equally as to participation in our

25

profits and assets with the preference shares of eachother series.

Our affiliates may resell preferred shares after theirinitial issuance in market-making transactions. Wedescribe these transactions above under “Descriptionof Debt Securities – General – Market-MakingTransactions.”

Dividend Rights

The holders of the preference shares will be entitledto receive cash dividends on the dates and at the ratesas described in the applicable prospectus supplementout of our “distributable profits”. Except as providedin this prospectus and in the applicable prospectussupplement, holders of preference shares will have noright to participate in our profits.

For information concerning the declaration ofdividends out of our distributable profits, see“Description of Share Capital – Ordinary Shares –Dividend Rights”.

We will pay the dividends on the preference shares ofa series to the record holders as they appear on theregister on the record dates. A record date will befixed by our Board of Directors or an authorizedcommittee. Subject to applicable fiscal or other lawsand regulations, each payment will be made by dollarcheck drawn on a bank in London or in New YorkCity and mailed to the record holder at the holder’saddress as it appears on the register for the preferenceshares. If any date on which dividends are payable onthe preference shares is not a “business day”, whichis a day on which banks are open for business and onwhich foreign exchange dealings may be conductedin London and in New York City, then payment ofthe dividend payable on that date will be made on thenext business day. There will be no additionalinterest or other payment due to this type of delay.

Dividends on the preference shares of any series willbe non-cumulative. If a dividend on a series is notpaid, or is paid only in part, the holders of preferenceshares of the relevant series will have no claim inrespect of such unpaid amount. We will have noobligation to pay the dividend accrued for therelevant dividend period or to pay any interest on thedividend, whether or not dividends on the preference

shares of that series or any other series or class of ourshares are paid for any subsequent dividend period.

No full dividends will be paid or set apart forpayment on any of our preference shares ranking, asto dividends, equally with or below the preferenceshares of any series for any period unless fulldividends have been, or at the same time are, paid, orset aside for payment, on the preference shares of thatseries for the then-current dividend period. Whendividends are not paid in full upon the preferenceshares of a series and any other of our preferenceshares ranking equally as to dividends, all dividendsupon the preference shares of that series and the otherpreference shares will be paid pro rata so thatdividends paid upon the preference shares of eachseries are in proportion to dividends accrued on thepreference shares of the series.

Except as provided in the preceding sentence, unlessfull dividends on all outstanding preference shares ofa series have been paid for the most recentlycompleted dividend period, no dividends, will bedeclared or paid or set apart for payment, or otherdistribution made, upon our ordinary shares or othershares ranking, as to dividends or upon liquidation,equally with or below the preference shares of theseries. In addition, we will not redeem, repurchase orotherwise acquire for consideration, or pay anymoney or make any money available for a sinkingfund for the redemption of, any of our ordinaryshares or other shares ranking equally with or belowthe preference shares of the series as to dividends orupon liquidation, except by conversion into orexchange for shares ranking below the preferenceshares of the series as to dividends and uponliquidation, until we have resumed the payment offull dividends for four consecutive quarterly dividendperiods on all outstanding preference shares of theseries and those ranking equally as to dividends withthe preference shares of the series.

We will compute the amount of dividends payable onthe preference shares of any series for each dividendperiod based upon the liquidation value per share ofthe preference shares of the series by annualizing theapplicable dividend rate and dividing by the numberof dividend periods in a year. However, we willcompute the amount of dividends payable for anydividend period shorter than a full dividend period on

26

the basis of a 360-day year divided into twelvemonths of 30 days each and, in the case of anincomplete month, on the basis of the actual numberof days elapsed.

Rights Upon Liquidation

If there is a return of capital in respect of ourvoluntary or involuntary liquidation, dissolution,winding-up or otherwise, other than in respect of anyredemption or repurchase of the preference shares ofa series in whole or in part permitted by our Articlesof Association and under applicable law, the holdersof the outstanding preference shares of a series willbe entitled to receive liquidating distributions.Liquidating distributions will:

• come from the assets we have available fordistribution to shareholders, before anydistribution of assets is made to holders ofour ordinary shares or any other class ofshares ranking below the preference sharesupon a return of capital; and

• be in an amount equal to the liquidationvalue per share of the preference shares,plus an amount equal to accrued and unpaiddividends, whether or not declared orearned, for the then-current dividend periodup to and including the date ofcommencement of our winding-up or thedate of any other return of capital, as thecase may be.

If, upon a return of capital, the assets available fordistribution are insufficient to pay in full the amountspayable on the preference shares and any other of ourshares ranking as to any distribution equally with thepreference shares, the holders of the preferenceshares and of the other shares will share pro rata inany distribution of our assets in proportion to the fullrespective liquidating distributions to which they areentitled. After payment of the full amount of theliquidating distribution to which they are entitled, theholders of the preference shares of that series willhave no claim on any of our remaining assets andwill not be entitled to any further participation in thereturn of capital. If there is a sale of all orsubstantially all of our assets, the distribution to ourshareholders of all or substantially all of theconsideration for the sale, unless the consideration,apart from assumption of liabilities, or the net

proceeds consists entirely of cash, will not be deemeda return of capital in respect of our liquidation,dissolution or winding-up.

Redemption

Unless the relevant prospectus supplement specifiesotherwise, we may redeem the preference shares ofeach series, at our option, in whole or in part, at anytime and from time to time on the dates and at theredemption prices and on all other terms andconditions as set forth in the applicable prospectussupplement. Preference shares comprising preferenceshare units will be redeemed only as units.

If fewer than all of the outstanding preference sharesof a series are to be redeemed, we will select by lot,in the presence of our independent auditors, whichparticular preference shares will be redeemed.

If we redeem preference shares of a series, we willmail a redemption notice to each record holder ofpreference shares to be redeemed between 30 and60 days before the redemption date. Each redemptionnotice will specify:

• the redemption date;

• the particular preference shares of the seriesto be redeemed;

• the redemption price, specifying theincluded amount of accrued and unpaiddividends;

• that any dividends will cease to accrue uponthe redemption of the preference shares; and

• the place or places where holders maysurrender documents of title and obtainpayment of the redemption price.

No defect in the redemption notice or in the giving ofnotice will affect the validity of the redemptionproceedings.

If we give notice of redemption in respect of thepreference shares of a series, then, by 12:00 noon,London time, on the redemption date, we willirrevocably deposit with the paying agent fundssufficient to pay the applicable redemption price,including the amount of accrued and unpaid

27

dividends (if any) for the then-current quarterlydividend period to the date fixed for redemption. Wewill also give the paying agent irrevocableinstructions and authority to pay the redemption priceto the holders of those preference shares called forredemption.

If we give notice of redemption, then, when we makethe deposit with the paying agent, all rights of holdersof the preference shares of the series called forredemption will cease, except the holders’ right toreceive the redemption price, but without interest,and these preference shares will no longer beoutstanding. Subject to any applicable fiscal or otherlaws and regulations, payments in respect of theredemption of preference shares of a series will bemade by dollar check drawn on a bank in London orin New York City against presentation and surrenderof the relevant share certificates at the office of thepaying agent located in the United Kingdom.

In the event that any date on which a redemptionpayment on the preference shares is to be made is nota business day, then payment of the redemption pricepayable on that date will be made on the nextbusiness day. There will be no interest or otherpayment due to the delay. If payment of theredemption price is improperly withheld or refused,dividends on the preference shares will continue toaccrue at the then applicable rate, from theredemption date to the date of payment of theredemption price.

Subject to applicable law, including U.S. securitieslaws, and the consent of, or prior notification to, theFSA, as applicable, we may purchase outstandingpreference shares of any series by tender, in the openmarket or by private agreement. Unless we tell youotherwise in the applicable prospectus supplement,any preference shares of any series that we purchasefor our own account, other than in the ordinarycourse of a business of dealing in securities, will betreated as canceled and will no longer be issued andoutstanding.

Under the current practices of the FSA, we may notredeem any preference shares following the fifthanniversary of their date of issue unless the FSA isgiven one month’s prior written notice.

Voting Rights

The holders of the preference shares of any serieswill not be entitled to receive notice of, attend or voteat any general meeting of our shareholders except asprovided below or in the applicable prospectussupplement.

Variation of Rights

If applicable law permits, the rights, preferences andprivileges attached to any series of preference sharesmay be varied or abrogated only with the writtenconsent of the holders of at least three-fourths of theoutstanding preference shares of the series or with thesanction of a special resolution passed at a separategeneral meeting of the holders of the outstandingpreference shares of the series. A special resolutionwill be adopted if passed by a majority of at leastthree-fourths of those holders voting in person or byproxy at the meeting. The quorum required for thisseparate general meeting will be persons holding orrepresenting by proxy at least one-third of theoutstanding preference shares of the affected series,except that if at any adjourned meeting where thisquorum requirement is not met, any two holderspresent in person or by proxy will constitute aquorum.

In addition to the voting rights referred to above, ifany resolution is proposed for our liquidation,dissolution or winding-up, then the holders of theoutstanding preference shares of each series, otherthan any series of preference shares which do nothave voting rights, will be entitled to receive noticeof and to attend the general meeting of shareholderscalled for the purpose of adopting the resolution andwill be entitled to vote on that resolution, but noother. When entitled to vote, each holder ofpreference shares of a series present in person or byproxy has one vote for each preference share held.

Notices of Meetings

A notice of any meeting at which holders ofpreference shares of a particular series are entitled tovote will be mailed to each record holder ofpreference shares of that series. Each notice willstate:

• the date of the meeting;

28

• a description of any resolution to beproposed for adoption at the meeting onwhich those holders are entitled to vote; and

• instructions for the delivery of proxies.

A holder of preference shares of any series inregistered form who is not registered with an addressin the United Kingdom and who has not supplied anaddress within the United Kingdom to us for thepurpose of notices is not entitled to receive notices ofmeetings from us. For a description of notices that wewill give to the ADR depositary and that the ADRdepositary will give to ADR holders, you should read“Description of American Depositary Receipts –Reports and Notices” and “Where You Can FindMore Information”.

Registrar and Paying Agent

Our registrar, presently located at One CanadaSquare, London E14 5AL, United Kingdom, will actas registrar and paying agent for the preferenceshares of each series.

DESCRIPTION OF AMERICANDEPOSITARY RECEIPTS

The following is a summary of the general terms andprovisions of the deposit agreement under which theADR depositary will issue the ADRs. The depositagreement is among us, The Bank of New York, asADR depositary, and all holders from time to time ofADRs issued under the deposit agreement. Thissummary does not purport to be complete. We mayamend or supersede all or part of this summary to theextent we tell you in the applicable prospectussupplement. You should read the deposit agreement,which is filed with the SEC as an exhibit to theregistration statement, of which this prospectus is apart. You may also read the deposit agreement at thecorporate trust office of The Bank of New York inNew York City and the office of The Bank of NewYork in London.

Depositary

The Bank of New York will act as the ADRdepositary. The office of The Bank of New York inLondon will act as custodian. The ADR depositary’sprincipal office in New York City is presently located

at 101 Barclay Street, Floor 21 West, New York,New York 10286, and the custodian’s office ispresently located at One Canada Square, London E145AL, United Kingdom.

American Depositary Receipts

An ADR is a certificate evidencing a specific numberof ADSs of a specific series, each of which willrepresent preference shares of a corresponding series.Unless the relevant prospectus supplement specifiesotherwise, each ADS will represent one preferenceshare, or evidence of rights to receive one preferenceshare, deposited with the London branch of The Bankof New York, as custodian. An ADR may evidenceany number of ADSs in the corresponding series.

Deposit and Issuance of ADRs

When the custodian has received preference shares ofa particular series, or evidence of rights to receivepreference shares, and applicable fees, charges andtaxes, subject to the deposit agreement’s terms, theADR depositary will execute and deliver at itscorporate trust office in New York City to theperson(s) specified by us in writing, an ADR orADRs registered in the name of such person(s)evidencing the number of ADSs of that seriescorresponding to the preference shares of that series.

When the ADR depositary has received preferenceshares of a particular series, or evidence of rights toreceive preference shares, and applicable fees,charges and taxes, subject to the deposit agreement’sterms, the ADR depositary will execute and deliver atits principal office to the person(s) specified by us inwriting, an ADR or ADRs registered in the name ofthat person(s) evidencing the number of ADSs of thatseries corresponding to the preference shares of thatseries. Preference shares may be deposited under thedeposit agreement as units comprising a preferenceshare of a series and a preference share of a relatedseries. The ADR depositary’s principal office ispresently located at 101 Barclay Street, Floor 22West, New York, New York 10286.

Withdrawal of Deposited Securities

Upon surrender of ADRs at the ADR depositary’scorporate trust office in New York City and uponpayment of the taxes, charges and fees provided inthe deposit agreement and subject to its terms, an

29

ADR holder is entitled to delivery, to or upon itsorder, at the ADR depositary’s corporate trust officein New York City or the custodian’s office inLondon, of the amount of preference shares of therelevant series represented by the ADSs evidenced bythe surrendered ADRs. The ADR holder will bear therisk and expense for the forwarding of sharecertificates and other documents of title to thecorporate trust office of the ADR depositary.

Holders of preference shares that have beenwithdrawn from deposit under the deposit agreementwill not have the right to redeposit the preferenceshares.

Dividends and Other Distributions

The ADR depositary will distribute all cashdividends or other cash distributions that it receivesin respect of deposited preference shares of aparticular series to ADR holders, after payment ofany charges and fees provided for in the depositagreement, in proportion to their holdings of ADSs ofthe series representing the preference shares. Thecash amount distributed will be reduced by anyamounts that we or the ADR depositary mustwithhold on account of taxes.

If we make a non-cash distribution in respect of anydeposited preference shares of a particular series, theADR depositary will distribute the property itreceives to ADR holders, after deduction or uponpayment of any taxes, charges and fees provided forin the deposit agreement, in proportion to theirholdings of ADSs of the series representing thepreference shares. If a distribution that we make inrespect of deposited preference shares of a particularseries consists of a dividend in, or free distributionof, preference shares of that series, the ADRdepositary may, if we approve, and will, if werequest, distribute to ADR holders, in proportion totheir holdings of ADSs of the relevant series,additional ADRs evidencing an aggregate number ofADSs of that series representing the amount ofpreference shares received as such dividend or freedistribution. If the ADR depositary does notdistribute additional ADRs, each ADS of that serieswill from then forward also represent the additionalpreference shares of the corresponding seriesdistributed in respect of the deposited preferenceshares before the dividend or free distribution.

If the ADR depositary determines that anydistribution of property, other than cash or preferenceshares of a particular series, cannot be madeproportionately among ADR holders or if for anyother reason, including any requirement that we orthe ADR depositary withhold an amount on accountof taxes or other governmental charges, the ADRdepositary deems that such a distribution is notfeasible, the ADR depositary may dispose of all orpart of the property in any manner, including bypublic or private sale, that it deems equitable andpracticable. The ADR depositary will then distributethe net proceeds of any such sale (net of any fees andexpenses of the ADR depositary provided for in thedeposit agreement) to ADR holders as in the case of adistribution received in cash.

Redemption of ADSs

If we redeem any preference shares of a particularseries that are represented by ADSs, the ADRdepositary will redeem, from the amounts that itreceives from the redemption of deposited preferenceshares of that series, a number of ADSs of the seriesrepresenting those preference shares whichcorresponds to the number of deposited preferenceshares of that series. The ADS redemption price willcorrespond to the redemption price per preferenceshare payable with respect to the redeemedpreference shares. If we do not redeem all of theoutstanding preference shares of a particular series,the ADR depositary will select the ADSs of thecorresponding series to be redeemed, either by lot orpro rata to the number of preference sharesrepresented.

We must give notice of redemption in respect of thepreference shares of a particular series that arerepresented by ADSs to the ADR depositary not lessthan 30 days before the redemption date. The ADRdepositary will promptly deliver the notice to allholders of ADRs of the corresponding series.

Record Date

Whenever any dividend or other distribution becomespayable or shall be made in respect of preferenceshares of a particular series, or any preference sharesof a particular series are to be redeemed, or the ADRdepositary receives notice of any meeting at whichholders of preference shares of a particular series areentitled to vote, the ADR depositary will fix a record

30

date for the determination of the ADR holders whoare entitled to receive the dividend, distribution,amount in respect of redemption of ADSs of thecorresponding series, or the net proceeds of their sale,or to give instructions for the exercise of votingrights at the meeting, subject to the provisions of thedeposit agreement. This record date will be as near aspracticable to the corresponding record date for theunderlying preference share.

Voting of the Underlying Deposited Securities

When the ADR depositary receives notice of anymeeting or solicitation of consents or proxies ofholders of preference shares of a particular series, itwill, at our written request and as soon as practicablethereafter, mail to the record holders of ADRs anotice including:

• the information contained in the notice ofmeeting;

• a statement that the record holders of ADRsat the close of business on a specified recorddate will be entitled, subject to anyapplicable provision of English law, toinstruct the ADR depositary as to theexercise of any voting rights pertaining tothe preference shares of the seriesrepresented by their ADSs; and

• a brief explanation of how they may giveinstructions, including an express indicationthat they may instruct the ADR depositary togive a discretionary proxy to designatedmember or members of our board ofdirectors if no such instruction is received.

The ADR depositary has agreed that it will endeavor,in so far as practical, to vote or cause to be voted thepreference shares in accordance with any writtennon-discretionary instructions of record holders ofADRs that it receives on or before the record date setby the ADR depositary. The ADR depositary will notvote the preference shares except in accordance withsuch instructions or deemed instructions.

If the ADR depositary does not receive instructionsfrom any ADR holder on or before the date the ADRdepositary establishes for this purpose, the ADRdepositary will deem such holder to have directed theADR depositary to give a discretionary proxy to adesignated member or members of our board ofdirectors. However, the ADR depositary will not givea discretionary proxy to a designated member ormembers of our board of directors with respect to anymatter as to which we inform the ADR depositarythat:

• we do not wish the proxy to be given;

• substantial opposition exists; or

• the rights of holders of the preference sharesmay be materially affected.

Holders of ADRs evidencing ADSs will not beentitled to vote shares of the corresponding series ofpreference shares directly.

Inspection of Transfer Books

The ADR depositary will, at its corporate trust officein New York City, keep books for the registrationand transfer of ADRs. These books will be open forinspection by ADR holders at all reasonable times.However, this inspection may not be for the purposeof communicating with ADR holders in the interestof a business or object other than our business or amatter related to the deposit agreement or the ADRs.

Reports and Notices

We will furnish the ADR depositary with our annualreports as described under “Where You Can FindMore Information” in this prospectus. The ADRdepositary will make available at its corporate trustoffice in New York City, for any ADR holder toinspect, any reports and communications receivedfrom us that are both received by the ADR depositaryas holder of preference shares and made generallyavailable by us to the holders of those preferenceshares. This includes our annual report and accounts.Upon written request, the ADR depositary will mailcopies of those reports to ADR holders as provided inthe deposit agreement.

31

On or before the first date on which we give notice,by publication or otherwise, of:

• any meeting of holders of preference sharesof a particular series;

• any adjourned meeting of holders ofpreference shares of a particular series; or

• the taking of any action in respect of anycash or other distributions or the offering ofany rights in respect of, preference shares ofa particular series

we have agreed to transmit to the ADR depositaryand the custodian a copy of the notice in the formgiven or to be given to holders of the preferenceshares. If requested in writing by us, the ADRdepositary will, at our expense, arrange for theprompt transmittal or mailing of such notices, andany other reports or communications made generallyavailable to holders of the preference shares, to allholders of ADRs evidencing ADSs of thecorresponding series.

Amendment and Termination of the DepositAgreement

The form of the ADRs evidencing ADSs of aparticular series and any provisions of the depositagreement relating to those ADRs may at any timeand from time to time be amended by agreementbetween us and the ADR depositary, without theconsent of holders of ADRs, in any respect which wemay deem necessary or advisable. Any amendmentthat imposes or increases any fees or charges, otherthan taxes and other governmental charges,registration fees, transmission costs, delivery costs orother such expenses, or that otherwise prejudices anysubstantial existing right of holders of outstandingADRs evidencing ADSs of a particular series, willnot take effect as to any ADRs until 30 days afternotice of the amendment has been given to the recordholders of those ADRs. Every holder of any ADR atthe time an amendment becomes effective, if it hasbeen given notice, will be deemed by continuing tohold the ADR to consent and agree to the amendmentand to be bound by the deposit agreement or theADR as amended. No amendment may impair theright of any holder of ADRs to surrender ADRs andreceive in return the preference shares of thecorresponding series represented by the ADSs.

Whenever we direct, the ADR depositary has agreedto terminate the deposit agreement as to ADRsevidencing ADSs of a particular series by mailing atermination notice to the record holders of all ADRsthen outstanding at least 30 days before the date fixedin the notice of termination. The ADR depositarymay likewise terminate the deposit agreement as toADRs evidencing ADSs of a particular series bymailing a termination notice to us and the recordholders of all ADRs then outstanding if at any time90 days shall have expired since the ADR depositarydelivered a written notice to us of its election toresign and a successor ADR depositary shall not havebeen appointed and accepted its appointment.

If any ADRs evidencing ADSs of a particular seriesremain outstanding after the date of any termination,the ADR depositary will then:

• discontinue the registration of transfers ofthose ADRs;

• suspend the distribution of dividends toholders of those ADRs; and

• not give any further notices or perform anyfurther acts under the deposit agreement,except those listed below, with respect tothose ADRs.

The ADR depositary will, however, continue tocollect dividends and other distributions pertaining tothe preference shares of the corresponding series. Itwill also continue to sell rights and other property asprovided in the deposit agreement and deliverpreference shares of the corresponding series,together with any dividends or other distributionsreceived with respect to them and the net proceeds ofthe sale of any rights or other property, in exchangefor ADRs surrendered to it.

At any time after the expiration of one year from thedate of termination of the deposit agreement as toADRs evidencing ADSs of a particular series, theADR depositary may sell the preference shares of thecorresponding series then held. The ADR depositarywill then hold uninvested the net proceeds of anysuch sales, together with any other cash then held byit under the deposit agreement in respect of thoseADRs, unsegregated and without liability for interest,for the pro rata benefit of the holders of ADRs thathave not previously been surrendered.

32

Charges of ADR Depositary

Unless the applicable prospectus supplementspecifies otherwise, the ADR depositary will chargethe party to whom it delivers ADRs against deposits,and the party surrendering ADRs for delivery ofpreference shares of a particular series or otherdeposited securities, property and cash, $5.00 foreach 100, or fraction of 100, ADSs evidenced by theADRs issued or surrendered. We will pay all othercharges of the ADR depositary and those of anyregistrar, co-transfer agent and co-registrar under thedeposit agreement, but unless the applicableprospectus supplement specifies otherwise, we willnot pay:

• taxes, including issue or transfer taxes, U.K.stamp duty or U.K. stamp duty reserve taxother than that payable on the issue ofpreference shares to the custodian, and othergovernmental charges;

• any applicable share transfer or registrationfees on deposits or withdrawals ofpreference shares;

• cable, telex, facsimile transmission anddelivery charges which the depositagreement provides are at the expense of theholders of ADRs or persons depositing orwithdrawing preference shares of any series;or

• expenses incurred or paid by the ADRdepositary in conversion of foreign currencyinto U.S. dollars.

You will be responsible for any taxes or othergovernmental charges payable on your ADRs or onthe preference shares underlying your ADRs. TheADR depositary may refuse to transfer your ADRs orallow you to withdraw the preference sharesunderlying your ADRs until such taxes or othercharges are paid. It may apply payments owed to youor sell deposited preference shares underlying yourADRs to pay any taxes owed and you will remainliable for any deficiency. If the ADR depositary sellsdeposited preference shares, it will, if appropriate,reduce the number of ADSs to reflect the sale andpay to you any proceeds, or send to you any property,remaining after it has paid the taxes.

General

Neither the ADR depositary nor we will be liable toADR holders if prevented or forbidden or delayed byany present or future law of any country or by anygovernmental authority, any present or futureprovision of our articles of association or of thepreference shares, or any act of God or war or othercircumstances beyond our control in performing ourobligations under the deposit agreement. Theobligations of us both under the deposit agreementare expressly limited to performing our dutieswithout gross negligence or bad faith.

If any ADSs of a particular series are listed on one ormore stock exchanges in the U.S., the ADRdepositary will act as registrar or, at our request orwith our approval, appoint a registrar or one or moreco-registrars for registration of the ADRs evidencingthe ADSs in accordance with any exchangerequirements. The ADR depositary may remove theregistrars or co-registrars and appoint a substitute(s)if we request it or with our approval.

The ADRs evidencing ADSs of any series aretransferable on the books of the ADR depositary orits agent. However, the ADR depositary may closethe transfer books as to ADRs evidencing ADSs of aparticular series at any time when it deems itexpedient to do so in connection with theperformance of its duties or at our request. As acondition precedent to the execution and delivery,registration of transfer, split-up, combination orsurrender of any ADR or withdrawal of anypreference shares of the corresponding series, theADR depositary or the custodian may require theperson presenting the ADR or depositing thepreference shares to pay a sum sufficient toreimburse it for any related tax or other governmentalcharge and any share transfer or registration fee andany applicable fees payable as provided in the depositagreement. The ADR depositary may withhold anydividends or other distributions, or may sell for theaccount of the holder any part or all of the preferenceshares evidenced by the ADR, and may apply thosedividends or other distributions or the proceeds ofany sale in payment of the tax or other governmentalcharge. The ADR holder will remain liable for anydeficiency.

Any ADR holder may be required from time to timeto furnish the ADR depositary or the custodian with

33

proof satisfactory to the ADR depositary ofcitizenship or residence, exchange control approval,information relating to the registration on our booksor those that the registrar maintains for us for thepreference shares in registered form of that series, orother information, to execute certificates and to makerepresentations and warranties that the ADRdepositary deems necessary or proper. Until thoserequirements have been satisfied, the ADRdepositary may withhold the delivery or registrationof transfer of any ADR or the distribution or sale ofany dividend or other distribution or proceeds of anysale or distribution or the delivery of any depositedpreference shares or other property related to theADR. The delivery, transfer and surrender of ADRsof any series may be suspended during any periodwhen the transfer books of the ADR depositary areclosed or if we or the ADR depositary deem itnecessary or advisable.

The deposit agreement and the ADRs are governedby and construed in accordance with the laws of theState of New York.

34

DESCRIPTION OF SHARE CAPITAL

The following is a summary of general informationabout our share capital and some provisions of ourArticles of Association. This summary does notpurport to be complete. It is subject to, and qualifiedby reference to, our Articles of Association, whichyou should read. We have included a copy of ourArticles of Association with the SEC as an exhibit tothe Registration Statement of which this prospectusforms a part.

General

Our authorized share capital as of the date of thisprospectus consists of 3,000,000,000 ordinary sharesof £1 each, 80,000,000 dollar-denominatedpreference shares of $0.25 each, 400,000 dollar-denominated preference shares of $100 each, 400,000euro-denominated preference shares of €100 each,1,000 sterling-denominated preference shares of £1each and 400,000 sterling-denominated preferenceshares of £100 each. As of the date of this prospectus,2,332,560,515 ordinary shares are issued (all ofwhich are beneficially held by Barclays PLC),30,000,000 dollar-denominated preference shares of$0.25 each, 100,000 dollar-denominated preferenceshares of $100 each, 240,000 euro-denominatedpreference shares of €100 each, 1,000 sterling-denominated preference shares of £1 each all ofwhich are beneficially held by Barclays PLC and75,000 sterling-denominated preference shares of£100 each, all of which have been issued.

Ordinary Shares

Dividend Rights

Holders of ordinary shares are entitled to receive on apro rata basis, according to the number of paid-upshares held, any dividends that we may declare at ageneral meeting of shareholders, but no dividends arepayable in excess of the amount that our Board ofDirectors recommends. The Board of Directors maydeclare and pay to the holders of ordinary sharesinterim dividends if, in the opinion of our Board, ourdistributable reserves justify such payment.

Dividends on ordinary shares, as well as on dollar-denominated preference shares of any series, mayonly be declared and paid out of our “distributableprofits”. Rules prescribed by the UK Companies Act1985 determine how much of our funds represent

distributable profits. In broad outline, dividenddistributions may only be made out of theoutstanding balance of accumulated realized profits,less the outstanding balance of any accumulatedrealized losses, and provided that our net assets arenot, or would not be reduced to, less than the total ofour paid-up share capital and undistributablereserves.

So long as dollar-denominated preference shares ofany series are outstanding and full dividends on themhave not been paid (or a sum has not been set aside infull) for any dividend period, no dividends may bedeclared or paid, or other distribution made, upon ourordinary shares. We may, however, pay dividends onour ordinary shares or other shares ranking below thedollar-denominated preference shares of those seriesas to dividends upon liquidation. In addition, we maynot redeem, repurchase or otherwise acquire for anyconsideration, or pay or make any moneys availablefor a sinking fund for the redemption of these shares,except by conversion into or exchange for our sharesranking below the dollar-denominated preferenceshares as to dividends and upon liquidation, until wehave resumed the payment of full dividends (or asum set aside in full) on all outstanding dollar-denominated preference shares or redeem therelevant preference shares in full.

Rights upon Liquidation

If there is a return of capital on our winding up orotherwise, after payment of all liabilities, and afterpaying or setting apart for payment the fullpreferential amounts to which the holders of alloutstanding dollar-denominated preference shares ofany series and any other of our shares ranking seniorto the ordinary shares upon liquidation are entitled,our remaining assets will be divided among theholders of ordinary shares pro rata according to thenumber of ordinary shares held by them.

Voting Rights

Each holder of ordinary shares who is entitled to bepresent and is present in person or by proxy at ageneral meeting of shareholders has on a show ofhands one vote, and on a poll one vote for eachordinary share held. Voting at any general meeting ofshareholders is by show of hands unless a poll isdemanded. A poll may be demanded by the chairmanof the meeting or by any shareholder present inperson or by proxy and entitled to vote.

35

Miscellaneous

Holders of ordinary shares and dollar-denominatedpreference shares have no pre-emptive rights underour Articles of Association. However, except in somecases, English law restricts the ability of our Board ofDirectors, without appropriate authorization from theholders of our ordinary shares at a general meeting,to:

• allot any shares or rights to subscribe for, orto convert any security into, any of ourshares under any circumstances; or

• issue for cash ordinary shares or rights tosubscribe for, or to convert any securityinto, ordinary shares other than throughrights to existing holders of ordinary shares.

TAX CONSIDERATIONS

U.S. Taxation

This section describes the material U.S. federalincome tax consequences of owning preferenceshares, ADSs or debt securities. It is the opinion ofSullivan & Cromwell LLP, our U.S. tax counsel. Itapplies to you only if you acquire your preferenceshares, ADSs or debt securities in an offering andyou hold your preference shares, ADSs or debtsecurities as capital assets for tax purposes. Thissection does not apply to you if you are a member ofa special class of holders subject to special rules,including:

• a dealer in securities;

• a trader in securities that elects to use amark-to-market method of accounting foryour securities holdings;

• a tax-exempt organization;

• a life insurance company;

• a person that holds preference shares, ADSsor debt securities as part of a straddle or ahedging or conversion transaction;

• a person whose functional currency is notthe U.S. dollar;

• in the case of debt securities, a bank,

• in the case of preference shares or ADSs, aperson liable for alternative minimum tax;or,

• in the case of preference shares or ADSs, aperson that actually or constructively owns10% or more of our voting stock.

This section is based on the Internal Revenue Codeof 1986, as amended, its legislative history, existingand proposed regulations, published rulings and courtdecisions, as well as on the income tax conventionbetween the United States of America and the UnitedKingdom (the “Treaty”). These laws are subject tochange, possibly on a retroactive basis. In addition,this section is based in part upon the representationsof the ADR depositary. Assuming that eachobligation in the deposit agreement and any relatedagreement will be performed in accordance with itsterms, for U.S. federal income tax purposes, if youhold ADRs evidencing ADSs, you will in general betreated as the owner of the preference sharesrepresented by those ADSs. Exchanges of preferenceshares for ADSs or ADSs for preference sharesgenerally will not be subject to U.S. federal incometax.

If a partnership holds the preference shares, ADSs ordebt securities, the U.S. federal income tax treatmentof a partner will generally depend on the status of thepartner and the tax treatment of the partnership. Apartner in a partnership holding the notes shouldconsult its tax advisor with regard to the U.S. federalincome tax treatment of an investment in the notes.

You should consult your own tax advisor regardingthe U.S. federal, state and local and other taxconsequences of owning and disposing ofpreference shares, ADSs or debt securities in yourparticular circumstances.

U.S. Holders

This subsection describes the material U.S. federalincome tax consequences to a U.S. holder of owningpreference shares, ADSs or debt securities. You are aU.S. holder if you are a beneficial owner ofpreference shares, ADSs or debt securities and youare:

• a citizen or resident of the United States;

• a domestic corporation;

36

• an estate whose income is subject to U.S.federal income tax regardless of its source;or

• a trust if a U.S. court can exercise primarysupervision over the trust’s administrationand one or more U.S. persons are authorizedto control all substantial decisions of thetrust.

Taxation of Debt Securities

This subsection deals only with debt securities thatare due to mature 30 years or less from the date onwhich they are issued. The U.S. federal income taxconsequences of owning debt securities that are dueto mature more than 30 years from their date of issuewill be discussed in an applicable prospectussupplement. Undated Subordinated Debt Securitiesgenerally will not be treated as debt securities forU.S. federal income tax purposes; the U.S. federalincome tax consequences of owning and disposingUndated Subordinated Debt Securities will bediscussed in an applicable prospectus supplement.

Payments of Interest

Except as described below in the case of interest on adiscount debt security that is not qualified statedinterest, each as defined below under “ – OriginalIssue Discount – General”, you will be taxed on anyinterest on your debt securities as ordinary income atthe time you receive the interest or when it accrues,depending on your method of accounting for taxpurposes.

Original Issue Discount

General. If you own a debt security, other than ashort-term debt security with a term of one year orless, it will be treated as a discount debt securityissued at an original issue discount if the debtsecurity’s stated redemption price at maturityexceeds its issue price by more than a de minimisamount. Generally, a debt security’s issue price willbe the first price at which a substantial amount ofdebt securities included in the issue of which the debtsecurity is a part is sold to persons other than bondhouses, brokers, or similar persons or organizationsacting in the capacity of underwriters, placementagents, or wholesalers. A debt security’s statedredemption price at maturity is the total of all

payments provided by the debt security that are notpayments of qualified stated interest. Generally, aninterest payment on a debt security is qualified statedinterest if it is one of a series of stated interestpayments on a debt security that are unconditionallypayable at least annually at a single fixed rate, withcertain exceptions for lower rates paid during someperiods, applied to the outstanding principal amountof the debt security. There are special rules forvariable rate debt securities that are discussed under“ – Variable Rate Debt Securities”.

In general, your debt security is not a discount debtsecurity if the amount by which its stated redemptionprice at maturity exceeds its issue price is less thanthe de minimis amount of 1⁄4 of 1 percent of its statedredemption price at maturity multiplied by thenumber of complete years to its maturity. Your debtsecurity will have de minimis original issue discountif the amount of the excess is less than the de minimisamount. If your debt security has de minimis originalissue discount, you must include the de minimisamount in income as stated principal payments aremade on the debt security, unless you make theelection described below under “ – Election to TreatAll Interest as Original Issue Discount”. You candetermine the includible amount with respect to eachsuch payment by multiplying the total amount ofyour debt security’s de minimis original issuediscount by a fraction equal to:

• the amount of the principal payment madedivided by:

• the stated principal amount of the debtsecurity.

Generally, if your discount debt security maturesmore than one year from its date of issue, you mustinclude original issue discount, or OID in incomebefore you receive cash attributable to that income.The amount of OID that you must include in incomeis calculated using a constant-yield method, andgenerally you will include increasingly greateramounts of OID in income over the life of your debtsecurity. More specifically, you can calculate theamount of OID that you must include in income byadding the daily portions of OID with respect to yourdiscount debt security for each day during the taxableyear or portion of the taxable year that you hold yourdiscount debt security. You can determine the dailyportion by allocating to each day in any accrual

37

period a pro rata portion of the OID allocable to thataccrual period. You may select an accrual period ofany length with respect to your discount debt securityand you may vary the length of each accrual periodover the term of your discount debt security.However, no accrual period may be longer than oneyear and each scheduled payment of interest orprincipal on the discount debt security must occur oneither the first or final day of an accrual period.

You can determine the amount of OID allocable to anaccrual period by:

• multiplying your discount debt security’sadjusted issue price at the beginning of theaccrual period by your debt security’s yieldto maturity; and then

• subtracting from this figure the sum of thepayments of qualified stated interest on yourdebt security allocable to the accrual period.

You must determine the discount debt security’syield to maturity on the basis of compounding at theclose of each accrual period and adjusting for thelength of each accrual period. Further, you determineyour discount debt security’s adjusted issue price atthe beginning of any accrual period by:

• adding your discount debt security’s issueprice and any accrued OID for each prioraccrual period; and then

• subtracting any payments previously madeon your discount debt security that were notqualified stated interest payments.

If an interval between payments of qualified statedinterest on your discount debt security contains morethan one accrual period, then, when you determinethe amount of OID allocable to an accrual period,you must allocate the amount of qualified statedinterest payable at the end of the interval, includingany qualified stated interest that is payable on thefirst day of the accrual period immediately followingthe interval, pro rata to each accrual period in theinterval based on their relative lengths. In addition,you must increase the adjusted issue price at thebeginning of each accrual period in the interval bythe amount of any qualified stated interest that hasaccrued prior to the first day of the accrual period but

that is not payable until the end of the interval. Youmay compute the amount of OID allocable to aninitial short accrual period by using any reasonablemethod if all other accrual periods, other than a finalshort accrual period, are of equal length.

The amount of OID allocable to the final accrualperiod is equal to the difference between:

• the amount payable at the maturity of yourdebt security, other than any payment ofqualified stated interest; and

• your debt security’s adjusted issue price asof the beginning of the final accrual period.

Acquisition Premium. If you purchase your debtsecurity for an amount that is less than or equal to thesum of all amounts, other than qualified statedinterest, payable on your debt security after thepurchase date but is greater than the amount of yourdebt security’s adjusted issue price, as determinedabove under “ – General”, the excess is acquisitionpremium. If you do not make the election describedbelow under “ – Election to Treat All Interest asOriginal Issue Discount”, then you must reduce thedaily portions of OID by a fraction equal to:

• the excess of your adjusted basis in the debtsecurity immediately after purchase over theadjusted issue price of the debt security;

divided by:

• the excess of the sum of all amountspayable, other than qualified stated interest,on the debt security after the purchase dateover the debt security’s adjusted issue price.

Pre-Issuance Accrued Interest. An election may bemade to decrease the issue price of your debt securityby the amount of pre-issuance accrued interest if:

• a portion of the initial purchase price of yourdebt security is attributable to pre-issuanceaccrued interest;

• the first stated interest payment on your debtsecurity is to be made within one year ofyour debt security’s issue date; and

• the payment will equal or exceed the amountof pre-issuance accrued interest.

38

If this election is made, a portion of the first statedinterest payment will be treated as a return of theexcluded pre-issuance accrued interest and not as anamount payable on your debt security.

Debt Securities Subject to Contingencies, IncludingOptional Redemption. Your debt security is subject toa contingency if it provides for an alternativepayment schedule or schedules applicable upon theoccurrence of a contingency or contingencies, otherthan a remote or incidental contingency, whethersuch contingency relates to payments of interest or ofprincipal. In such a case, you must determine theyield and maturity of your debt security by assumingthat the payments will be made according to thepayment schedule most likely to occur if:

• the timing and amounts of the payments thatcomprise each payment schedule are knownas of the issue date; and

• one of such schedules is significantly morelikely than not to occur.

If there is no single payment schedule that issignificantly more likely than not to occur, other thanbecause of a mandatory sinking fund, you mustinclude income on your debt security in accordancewith the general rules that govern contingentpayment obligations. If applicable, these rules will bediscussed in the prospectus supplement.

Notwithstanding the general rules for determiningyield and maturity, if your debt security is subject tocontingencies, and either you or we have anunconditional option or options that, if exercised,would require payments to be made on the debtsecurity under an alternative payment schedule orschedules, then:

• in the case of an option or options that wemay exercise, we will be deemed to exerciseor not to exercise an option or combinationof options in the manner that minimizes theyield on your debt security; and,

• in the case of an option or options that youmay exercise, you will be deemed toexercise or not to exercise an option orcombination of options in the manner thatmaximizes the yield on your debt security.

If both you and we hold options described in thepreceding sentence, those rules will apply to eachoption in the order in which they may be exercised.You may determine the yield on your debt securityfor the purposes of those calculations by using anydate on which your debt security may be redeemed orrepurchased as the maturity date and the amountpayable on the date that you chose in accordancewith the terms of your debt security as the principalamount payable at maturity.

If a contingency, including the exercise of an option,actually occurs or does not occur contrary to anassumption made according to the above rules then,except to the extent that a portion of your debtsecurity is repaid as a result of this change incircumstances and solely to determine the amountand accrual of OID, you must redetermine the yieldand maturity of your debt security by treating yourdebt security as having been retired and reissued onthe date of the change in circumstances for anamount equal to your debt security’s adjusted issueprice on that date.

Election to Treat All Interest as Original IssueDiscount. You may elect to include in gross incomeall interest that accrues on your debt security usingthe constant-yield method described above under “ –General”, with the modifications described below.For purposes of this election, interest will includestated interest, OID, de minimis original issuediscount, market discount, de minimis marketdiscount and unstated interest, as adjusted by anyamortizable bond premium, described below under“ – Debt Securities Purchased at a Premium,” oracquisition premium.

If you make this election for your debt security, then,when you apply the constant-yield method:

• the issue price of your debt security willequal your cost;

• the issue date of your debt security will bethe date you acquired it; and

• no payments on your debt security will betreated as payments of qualified statedinterest.

Generally, this election will apply only to the debtsecurity for which you make it; however, if the debt

39

security has amortizable bond premium, you will bedeemed to have made an election to applyamortizable bond premium against interest for alldebt instruments with amortizable bond premium,other than debt instruments the interest on which isexcludible from gross income, that you hold as of thebeginning of the taxable year to which the electionapplies or any taxable year thereafter. Additionally, ifyou make this election for a market discount note,you will be treated as having made the electiondiscussed below under “ – Market Discount” toinclude market discount in income currently over thelife of all debt instruments that you currently own orlater acquire. You may not revoke any election toapply the constant-yield method to all interest on adebt security or the deemed elections with respect toamortizable bond premium or market discount debtsecurities without the consent of the Internal RevenueService.

Variable Rate Debt Securities. Your debt securitywill be a variable rate debt security if:

• your debt security’s issue price does notexceed the total noncontingent principalpayments by more than the lesser of:

1. 1.5 percent of the product of the totalnoncontingent principal payments andthe number of complete years tomaturity from the issue date; or

2. 15 percent of the total noncontingentprincipal payments; and

• your debt security provides for statedinterest, compounded or paid at leastannually, only at:

1. one or more qualified floating rates;

2. a single fixed rate and one or morequalified floating rates;

3. a single objective rate; or

4. a single fixed rate and a singleobjective rate that is a qualifiedinverse floating rate.

Your debt security will have a variable rate that is aqualified floating rate if:

• variations in the value of the rate canreasonably be expected to measurecontemporaneous variations in the cost ofnewly borrowed funds in the currency inwhich your debt security is denominated; or

• the rate is equal to such a rate multiplied byeither:

1. a fixed multiple that is greater than0.65 but not more than 1.35; or

2. a fixed multiple greater than 0.65 butnot more than 1.35, increased ordecreased by a fixed rate; and

• the value of the rate on any date during theterm of your debt security is set no earlierthan three months prior to the first day onwhich that value is in effect and no laterthan one year following that first day.

If your debt security provides for two or morequalified floating rates that are within 0.25percentage points of each other on the issue date orcan reasonably be expected to have approximatelythe same values throughout the term of the debtsecurity, the qualified floating rates togetherconstitute a single qualified floating rate.

Your debt security will not have a qualified floatingrate, however, if the rate is subject to certainrestrictions (including caps, floors, governors, orother similar restrictions) unless such restrictions arefixed throughout the term of the debt security or arenot reasonably expected to significantly affect theyield on the debt security.

Your debt security will have a variable rate that is asingle objective rate if:

• the rate is not a qualified floating rate;

• the rate is determined using a single, fixedformula that is based on objective financialor economic information that is not withinthe control of or unique to the circumstancesof the issuer or a related party; and

40

• the value of the rate on any date during theterm of your debt security is set no earlierthan three months prior to the first day onwhich that value is in effect and no laterthan one year following that first day.

Your debt security will not have a variable rate that isan objective rate, however, if it is reasonablyexpected that the average value of the rate during thefirst half of your debt security’s term will be eithersignificantly less than or significantly greater than theaverage value of the rate during the final half of yourdebt security’s term.

An objective rate as described above is a qualifiedinverse floating rate if:

• the rate is equal to a fixed rate minus aqualified floating rate; and

• the variations in the rate can reasonably beexpected to inversely reflectcontemporaneous variations in the cost ofnewly borrowed funds.

Your debt security will also have a single qualifiedfloating rate or an objective rate if interest on yourdebt security is stated at a fixed rate for an initialperiod of one year or less followed by either aqualified floating rate or an objective rate for asubsequent period; and either:

• the fixed rate and the qualified floating rateor objective rate have values on the issuedate of the debt security that do not differ bymore than 0.25 percentage points; or

• the value of the qualified floating rate orobjective rate is intended to approximate thefixed rate.

In general, if your variable rate debt security providesfor stated interest at a single qualified floating rate orobjective rate, or one of those rates after a singlefixed rate for an initial period, all stated interest onyour debt security is qualified stated interest. In thiscase, the amount of OID, if any, is determined byusing, in the case of a qualified floating rate orqualified inverse floating rate, the value as of theissue date of the qualified floating rate or qualifiedinverse floating rate, or, for any other objective rate,a fixed rate that reflects the yield reasonably expectedfor your debt security.

If your variable rate debt security does not providefor stated interest at a single qualified floating rate ora single objective rate, and also does not provide forinterest payable at a fixed rate other than a singlefixed rate for an initial period, you generally mustdetermine the interest and OID accruals on your debtsecurity by:

• determining a fixed rate substitute for eachvariable rate provided under your variablerate debt security;

• constructing the equivalent fixed rate debtinstrument, using the fixed rate substitutedescribed above;

• determining the amount of qualified statedinterest and OID with respect to theequivalent fixed rate debt instrument; and

• adjusting for actual variable rates during theapplicable accrual period.

When you determine the fixed rate substitute for eachvariable rate provided under the variable rate debtsecurity, you generally will use the value of eachvariable rate as of the issue date or, for an objectiverate that is not a qualified inverse floating rate, a ratethat reflects the reasonably expected yield on yourdebt security.

If your variable rate debt security provides for statedinterest either at one or more qualified floating ratesor at a qualified inverse floating rate, and alsoprovides for stated interest at a single fixed rate otherthan at a single fixed rate for an initial period, yougenerally must determine interest and OID accrualsby using the method described in the previousparagraph. However, your variable rate debt securitywill be treated, for purposes of the first three steps ofthe determination, as if your debt security hadprovided for a qualified floating rate, or a qualifiedinverse floating rate, rather than the fixed rate. Thequalified floating rate, or qualified inverse floatingrate, that replaces the fixed rate must be such that thefair market value of your variable rate debt securityas of the issue date approximates the fair marketvalue of an otherwise identical debt instrument thatprovides for the qualified floating rate, or qualifiedinverse floating rate, rather than the fixed rate.

41

Short-Term Debt Securities. In general, if you are anindividual or other cash basis U.S. holder of a short-term debt security, you are not required to accrueOID, as specially defined below for the purposes ofthis paragraph, for U.S. federal income tax purposesunless you elect to do so (although it is possible thatyou may be required to include any stated interest inincome as you receive it). If you are an accrual basistaxpayer, a taxpayer in a special class, including, butnot limited to, a regulated investment company,common trust fund, or a certain type of pass-throughentity, or a cash basis taxpayer who so elects, youwill be required to accrue OID on short-term debtsecurities on either a straight-line basis or under theconstant-yield method, based on daily compounding.If you are not required and do not elect to includeOID in income currently, any gain you realize on thesale or retirement of your short-term debt securitywill be ordinary income to the extent of the accruedOID, which will be determined on a straight-linebasis unless you make an election to accrue the OIDunder the constant-yield method, through the date ofsale or retirement. However, if you are not requiredand do not elect to accrue OID on your short-termdebt securities, you will be required to deferdeductions for interest on borrowings allocable toyour short-term debt securities in an amount notexceeding the deferred income until the deferredincome is realized.

When you determine the amount of OID subject tothese rules, you must include all interest payments onyour short-term debt security, including statedinterest, in your short-term debt security’s statedredemption price at maturity.

Market Discount

You will be treated as if you purchased your debtsecurity, other than a short-term debt security, at amarket discount, and your debt security will be amarket discount debt security if:

• you purchase your debt security for less thanits issue price as determined above under“Original Issue Discount – General”; and

• the difference between the debt security’sstated redemption price at maturity or, in thecase of a discount debt security, the debtsecurity’s revised issue price, and the priceyou paid for your debt security is equal to or

greater than 1⁄4 of 1 percent of your debtsecurity’s stated redemption price atmaturity or revised issue price, respectively,multiplied by the number of complete yearsto the debt security’s maturity. To determinethe revised issue price of your debt securityfor these purposes, you generally add anyOID that has accrued on your debt securityto its issue price.

If your debt security’s stated redemption price atmaturity or, in the case of a discount debt security, itsrevised issue price, exceeds the price you paid for thedebt security by less than 1⁄4 of 1 percent multipliedby the number of complete years to the debtsecurity’s maturity, the excess constitutes de minimismarket discount, and the rules discussed below arenot applicable to you.

You must treat any gain you recognize on thematurity or disposition of your market discount debtsecurity as ordinary income to the extent of theaccrued market discount on your debt security.Alternatively, you may elect to include marketdiscount in income currently over the life of yourdebt security. If you make this election, it will applyto all debt instruments with market discount that youacquire on or after the first day of the first taxableyear to which the election applies. You may notrevoke this election without the consent of theInternal Revenue Service. If you own a marketdiscount debt security and do not make this election,you will generally be required to defer deductions forinterest on borrowings allocable to your debt securityin an amount not exceeding the accrued marketdiscount on your debt security until the maturity ordisposition of your debt security.

You will accrue market discount on your marketdiscount debt security on a straight-line basis unlessyou elect to accrue market discount using a constant-yield method. If you make this election, it will applyonly to the debt security with respect to which it ismade and you may not revoke it.

Debt Securities Purchased at a Premium

If you purchase your debt security for an amount inexcess of its principal amount, you may elect to treatthe excess as amortizable bond premium. If youmake this election, you will reduce the amountrequired to be included in your income each year

42

with respect to interest on your debt security by theamount of amortizable bond premium allocable tothat year, based on your debt security’s yield tomaturity. If you make an election to amortize bondpremium, it will apply to all debt instruments, otherthan debt instruments the interest on which isexcludible from gross income, that you hold at thebeginning of the first taxable year to which theelection applies or that you thereafter acquire, andyou may not revoke it without the consent of theInternal Revenue Service. See also “Original IssueDiscount – Election to Treat All Interest as OriginalIssue Discount”.

Purchase, Sale and Retirement of the Debt Securities

Your tax basis in your debt security will generally beyour cost of your debt security adjusted by:

• adding any OID or market discount, deminimis original issue discount and deminimis market discount previouslyincluded in income with respect to your debtsecurity; and then

• subtracting any payments on your debtsecurity that are not qualified stated interestpayments and any amortizable bondpremium applied to reduce interest on yourdebt security.

You will generally recognize gain or loss on the saleor retirement of your debt security equal to thedifference between the amount you realize on the saleor retirement and your tax basis in your debt security.

You will recognize capital gain or loss when you sellor retire your debt security, except to the extent:

• described above under “Original IssueDiscount – Short-Term Debt Securities” or“Market Discount”;

• attributable to accrued but unpaid interest;or

• the rules governing contingent paymentobligations apply.

Capital gain of a noncorporate U.S. holder that isrecognized before January 1, 2011 is generally taxedat a maximum rate of 15% where the holder has aholding period of greater than one year.

Other Debt Securities

The applicable prospectus supplement will discussany special U.S. federal income tax rules with respectto debt securities the payments on which aredetermined by reference to any reference asset andother debt securities that are subject to the rulesgoverning contingent payment obligations which arenot subject to the rules governing variable rate debtsecurities.

Taxation of Preference Shares and ADSs

Dividends. Under the U.S. federal income tax laws, ifyou are a U.S. holder, the gross amount of anydividend paid by us out of our current or accumulatedearnings and profits (as determined for U.S. federalincome tax purposes) is subject to U.S. federalincome taxation. Subject to the discussion belowunder the heading “Passive Foreign InvestmentCompany Considerations”, if you are a noncorporateU.S. holder, dividends paid to you in taxable yearsbeginning before January 1, 2011 that constitutequalified dividend income will be taxable to you at amaximum tax rate of 15% provided that you hold theshares or ADSs for more than 60 days during the121-day period beginning 60 days before theex-dividend date. Dividends we pay with respect tothe shares or ADSs generally will be qualifieddividend income. The dividend is ordinary incomethat you must include in income when you, in thecase of preference shares, or the ADR depositary, inthe case of ADSs, receive the dividend, actually orconstructively. The dividend will not be eligible forthe dividends-received deduction generally allowedto U.S. corporations in respect of dividends receivedfrom other U.S. corporations. Distributions in excessof current and accumulated earnings and profits, asdetermined for U.S. federal income tax purposes, willbe treated as a non-taxable return of capital to theextent of your basis in the preference shares or ADSsand thereafter as capital gain.

Capital Gains. Subject to the discussion below underthe heading “Passive Foreign Investment CompanyConsiderations”, if you are a U.S. holder and you sellor otherwise dispose of your preference shares orADSs, you will recognize capital gain or loss for U.S.federal income tax purposes equal to the differencebetween the amount that you realize and your taxbasis in your preference shares or ADSs. Capital gainof a noncorporate U.S. holder that is recognized

43

before January 1, 2011 is generally taxed at amaximum rate of 15% where the holder has a holdingperiod of greater than one year. The gain or loss willgenerally be income or loss from sources within theUnited States for foreign tax credit limitationpurposes.

Passive Foreign Investment CompanyConsiderations

A non-United States corporation will be a passiveforeign investment company (a “PFIC”) for anytaxable year if either (1) 75% or more of its grossincome in the taxable year is passive income or(2) 50% or more of the average value of its assets inthe taxable year produces, or is held for theproduction of, passive income. Based upon certainmanagement estimates and proposed Treasuryregulations, Barclays believes that it was not a PFICfor the 2006 taxable year and expects that it will notbe a PFIC during the current or in subsequent taxableyears. However, since Barclays’ status as a PFIC forany taxable year depends on the composition ofBarclays’ income and assets (and the market value ofsuch assets) from time to time, there can be noassurance that Barclays will not be considered a PFICfor any taxable year. If Barclays were considered aPFIC for any taxable year during which you holdpreference shares or ADSs, you could be subject tounfavorable tax consequences, including significantlymore tax upon a disposition of such preference sharesor ADSs or upon receipt of certain dividends fromBarclays.

U.S. Alien Holders

This subsection describes the tax consequences to aU.S. alien holder of owning and disposing of debtsecurities, preference shares or ADSs. UndatedSubordinated Debt Securities generally will not betreated as debt securities for U.S. federal income taxpurposes; the U.S. federal income tax consequencesof owning and disposing Undated Subordinated DebtSecurities will be discussed in an applicableprospectus supplement. You are a U.S. alien holder ifyou are a beneficial owner of a debt security,preference share or ADS and you are, for U.S. federalincome tax purposes:

• a nonresident alien individual;

• a foreign corporation; or

• an estate or trust that in either case is notsubject to U.S. federal income tax on a netincome basis on income or gain from a debtsecurity.

If you are a U.S. holder, this subsection does notapply to you.

Interest on Debt Securities. Under U.S. federalincome and estate tax law, and subject to thediscussion of backup withholding below, if you are aU.S. alien holder, interest on a debt security paid toyou is exempt from U.S. federal income tax,including withholding tax, whether or not you areengaged in a trade or business in the United States,unless:

• you are an insurance company carrying on aU.S. insurance business to which the interestis attributable, within the meaning of theInternal Revenue Code; or

• you have an office or other fixed place ofbusiness in the United States to which theinterest is attributable and derive the interestin the active conduct of a banking, financingor similar business within the United States.

Dividend on Preference Shares or ADSs. If you are aU.S. alien holder, dividends paid to you in respect ofyour preference shares or ADSs will not be subject toU.S. federal income tax unless the dividends are“effectively connected” with your conduct of a tradeor business within the United States, and, if requiredby an applicable income tax treaty as a condition forsubjecting you to U.S. taxation on a net income basis,the dividends are attributable to a permanentestablishment that you maintain in the United States.In such cases you generally will be taxed in the samemanner as a U.S. holder. If you are a corporate U.S.alien holder, “effectively connected” dividends may,under certain circumstances, be subject to anadditional “branch profits tax” at a rate of 30 percentor a lower rate if you are eligible for the benefits ofan income tax treaty that provides for a lower rate.

44

Disposition of the Debt Securities, Preference Sharesor ADSs. If you are a U.S. alien holder, you generallywill not be subject to U.S. federal income tax on gainrealized on the sale, exchange or retirement of yourdebt security, preference share or ADS unless:

• the gain is effectively connected with yourconduct of a trade or business in the UnitedStates, and the gain is attributable to apermanent establishment that you maintainin the United States if that is required by anapplicable income tax treaty as a conditionfor subjecting you to U.S. taxation on a netincome basis; or

• you are an individual, you are present in theUnited States for 183 or more days duringthe taxable year in which the gain is realizedand certain other conditions exist.

If you are a corporate U.S. alien holder, “effectivelyconnected” gains that you recognize may also, undercertain circumstances, be subject to an additional“branch profits tax” at a 30 percent rate or at a lowerrate if you are eligible for the benefits of an incometax treaty that provides for a lower rate.

Information Reporting and Backup Withholding

If you are a noncorporate U.S. holder, informationreporting requirements, on Internal Revenue ServiceForm 1099, generally will apply to:

• payments of principal and interest on a debtsecurity and dividends or other taxabledistributions with respect to a preferenceshare or an ADS within the United States,including payments made by wire transferfrom outside the United States to an accountyou maintain in the United States; and

• the payment of the proceeds from the sale ofa debt security, preference share or ADSeffected at a U.S. office of a broker.

Additionally, backup withholding will apply to suchpayments if you are a noncorporate U. S. holder that:

• fails to provide an accurate taxpayeridentification number, is notified by theInternal Revenue Service that you have

failed to report all interest and dividendsrequired to be shown on your federal incometax returns; or

• in certain circumstances, fails to complywith applicable certification requirements.

If you are a U.S. alien holder, you are generallyexempt from backup withholding and informationreporting requirements with respect to:

• payments of principal and interest on a debtsecurity or dividends with respect to apreference share or ADS made to yououtside the United States by us or anothernon-U.S. payor; and

• other payments of principal, interest anddividends and the payment of the proceedsfrom the sale of a debt security, preferenceshare or ADS effected at a U.S. office of abroker, as long as the income associatedwith such payments is otherwise exemptfrom U.S. federal income tax; and:

• the payor or broker does not have actualknowledge or reason to know that you are aU.S. person and you have furnished to thepayor or broker:

• an Internal Revenue Service Form W-8BENor an acceptable substitute form upon whichyou certify, under penalties of perjury, thatyou are a non-U.S. person; or

• other documentation upon which it may relyto treat the payments as made to a non-U.S.person in accordance with U.S. Treasuryregulations; or

• you otherwise establish an exemption.

Payment of the proceeds from the sale of a debtsecurity, preference share or ADS effected at aforeign office of a broker generally will not besubject to information reporting or backupwithholding. However, a sale of a debt security,preference share or ADS that is effected at a foreignoffice of a broker will be subject to informationreporting and backup withholding if:

• the proceeds are transferred to an accountmaintained by you in the United States;

45

• the payment of proceeds or the confirmationof the sale is mailed to you at a U.S.address; or

• the sale has some other specified connectionwith the United States as provided in U.S.Treasury regulations;

unless the broker does not have actual knowledge orreason to know that you are a U.S. person and thedocumentation requirements described above are metor you otherwise establish an exemption.

In addition, a sale of a debt security, preference shareor ADS effected at a foreign office of a broker willbe subject to information reporting if the broker is:

• a U.S. person;

• a controlled foreign corporation for U.S. taxpurposes;

• a foreign person 50% or more of whosegross income is effectively connected withthe conduct of a U.S. trade or business for aspecified three-year period; or

• a foreign partnership, if at any time duringits tax year:

• one or more of its partners are “U.S.persons”, as defined in U.S. Treasuryregulations, who in the aggregate hold morethan 50% of the income or capital interest inthe partnership; or

• such foreign partnership is engaged in theconduct of a U.S. trade or business,

unless the broker does not have actual knowledge orreason to know that you are a U.S. person and thedocumentation requirements described above are metor you otherwise establish an exemption. Backupwithholding will apply if the sale is subject toinformation reporting and the broker has actualknowledge that you are a U.S. person.

You generally may obtain a refund of any amountswithheld under the backup withholding rules thatexceed your income tax liability by filing a refundclaim with the United States Internal RevenueService.

United Kingdom Taxation

The following paragraphs summarize certain UnitedKingdom withholding and other tax considerationswith respect to the acquisition, ownership anddisposition of the debt securities, preference sharesand ADSs described in this prospectus by personswho are the absolute beneficial owners of their debtsecurities, preference shares or ADSs (as the casemay be) and who are neither (a) resident in theUnited Kingdom for tax purposes nor (b) hold debtsecurities, preference shares or ADSs in connectionwith any trade or business carried on in the UnitedKingdom through any branch, agency or permanentestablishment in the United Kingdom. It is basedupon the opinion of Clifford Chance LLP, ourUnited Kingdom solicitors. The summary is based oncurrent United Kingdom law and HM Revenue &Customs practice and the provisions of the DoubleTaxation Treaty between the United Kingdom andthe United States (the “Treaty”) of July 24, 2001 (asamended), all of which are subject to change at anytime, possibly with retrospective effect.

The summary is not comprehensive and does not dealwith the position of United Kingdom resident personsor with that of persons who are resident outside theUnited Kingdom who carry on a trade, profession orvocation in the United Kingdom through a branch,agency or permanent establishment in the UnitedKingdom through or for the purposes of which theirdebt securities, preference shares or ADSs are usedor held. Additionally the summary may not apply tocertain classes of persons, such as dealers insecurities. The summary below assumes that holdersof ADSs will in practice be treated for the purposesof United Kingdom tax as beneficial owners of thepreference shares represented by the ADSs.

You should consult your own tax advisorsconcerning the consequences of acquiring, owningand disposing of debt securities, preference sharesand ADSs in your particular circumstances, includingthe applicability and effect of the Treaty.

Debt Securities

Payments of Interest. If the interest on the debtsecurities does not have a United Kingdom source,no withholding or deduction for or on account ofUnited Kingdom tax will be made from payments ofinterest on the debt securities.

46

Interest on the debt securities may, however,constitute United Kingdom source income forUnited Kingdom tax purposes. Even if the interestdoes have a United Kingdom source, debt securitiesthat carry a right to interest will constitute “quotedEurobonds” within the meaning of Section 987 of theIncome Tax Act 2007 (the “ITA”), provided they areand continue to be listed on a “recognised stockexchange” within the meaning of Section 1005 of theITA. Accordingly, payments of interest (includingpayments of premium, if any, to the extent suchpremium, or any part of such premium, constitutesinterest for United Kingdom tax purposes) on thedebt securities made by us or any paying agent (orreceived by any collecting agent) may be made (orreceived, as the case may be) without withholding ordeduction for or on account of United Kingdomincome tax provided the debt securities are listed on arecognised stock exchange at the time the interest ispaid.

Interest on debt securities having a maturity of lessthan one year may also be paid without withholdingor deduction for or on account of United Kingdomincome tax, provided the debt securities are notissued under arrangements the effect of which is torender such debt securities part of a borrowing with atotal term of a year or more. In all other cases, unlessthe interest on the debt securities is paid by a “bank”(as defined in section 991 of the ITA) in the ordinarycourse of its business, an amount must be withheldon account of income tax at the savings rate(currently 20%), subject to any direction to thecontrary by HM Revenue & Customs under anapplicable double tax treaty and subject to anyentitlement to pay gross to holders of debt securitieswho are within the charge to United Kingdomcorporation tax. In accordance with the publishedpractice of HM Revenue & Customs, interest will beaccepted as being paid by a “bank” in the ordinarycourse of business unless either (i) the borrowing inquestion conforms to any of the definitions of tier 1,2 or 3 capital adopted by the FSA, whether or not itactually counts toward tier 1, 2 or 3 capital forregulatory purposes, or (ii) the characteristics of thetransaction giving rise to the interest are primarilyattributable to an intention to avoid United Kingdomtax. We are currently a “bank” for the purposes ofSection 991 of the ITA.

Interest which has a United Kingdom source may besubject to United Kingdom tax by direct assessmenteven where such interest is paid without withholding.

However, as regards a holder of debt securities whois not resident in the United Kingdom forUnited Kingdom tax purposes, interest paid on thedebt securities without withholding will not besubject to United Kingdom tax provided that therelevant holder does not have a “U.K.representative”, within the meaning of the FinanceAct 1995, through whom the holder carries on atrade, profession or vocation in the United Kingdomand to which the interest is attributable.

Discount. The profit realized on any disposal (whichincludes redemption) of any Discount Security mayattract United Kingdom withholding tax. However,even if it does not, it may be subject toUnited Kingdom tax by direct assessment to the sameextent as interest which has a United Kingdom sourceand may also be subject to reporting requirements asoutlined below under “Provision of Information.”

Provision of Information. Persons in theUnited Kingdom paying interest to or receivinginterest on behalf of another person may be requiredto provide certain information to HM Revenue &Customs regarding the identity of the payee or personentitled to the interest and, in certain circumstances,such information may be exchanged with taxauthorities in other countries.

In this respect, on June 3, 2003 the Council adoptedEC Council Directive 2003/48/EC (the “Directive”).Under the Directive, each Member State of the EU isrequired to provide to the tax authorities of anotherMember State details of payments of interest or othersimilar income paid by a person within itsjurisdiction to, or collected by such a person for, anindividual resident or certain limited types of entityestablished in that other Member State; however, fora transitional period, Austria, Belgium andLuxembourg may instead apply a withholding systemin relation to such payments, deducting tax at ratesrising over time to 35 percent. The transitional periodis to terminate at the end of the first full fiscal yearfollowing agreement by certain non-EU countries tothe exchange of information relating to suchpayments.

A number of non-EU countries, and certaindependent or associated territories of certain MemberStates, have adopted similar measures (eitherprovision of information or transitional withholding)in relation to payments made by a person within its

47

jurisdiction to, or collected by such a person for, anindividual resident or certain limited types of entityestablished in a Member State. In addition, theMember States have entered into provision ofinformation or transitional withholding arrangementswith certain of those dependent or associatedterritories in relation to payments made by a personin a Member State to, or collected by such a personfor, an individual resident or certain limited types ofentity established in one of those territories.

Disposal (including Redemption), Accruals andChanges in Value. A holder of debt securities who isneither resident nor (in the case of an individual)ordinarily resident in the United Kingdom will not beliable to United Kingdom taxation in respect of adisposal (including redemption) of a debt security,any gain accrued in respect of a debt security or anychange in the value of a debt security unless theholder carries on a trade, profession or vocation inthe United Kingdom through a branch or agency or,in the case of a company, through a permanentestablishment and the debt security was used in or forthe purposes of this trade, profession or vocation oracquired for the use and used by or for the purposesof the branch or agency or permanent establishment.

Inheritance Tax. A holder of debt securities who is anindividual domiciled outside the United Kingdomwill generally not be liable to United Kingdominheritance tax in respect of his holding of debtsecurities. This will be the case if any register of thedebt securities is held outside the United Kingdomand the securities are only enforceable outside theUnited Kingdom. If no register is maintained, theremay be a liability to inheritance tax if the debtsecurities are held or enforceable in theUnited Kingdom, and this may also be the case if thedebt securities are registered and the only registerwhich is maintained is maintained in theUnited Kingdom. If so, exemption from or reductionin any United Kingdom inheritance tax liability maybe available for U.S. holders under the Estate TaxTreaty made between the United Kingdom and theUnited States. Holders should note that “domicile”has an extended meaning in respect of inheritancetax, so that a person who has been resident for taxpurposes in the United Kingdom for 17 of thepreceding 20 years will be regarded as domiciled inthe United Kingdom.

Stamp Duty and Stamp Duty Reserve Tax. NoUnited Kingdom stamp duty or stamp duty reserve

tax will generally be payable by a holder of debtsecurities on the creation, issue or redemption of debtsecurities.

Except as set out in the following paragraphs, noliability for United Kingdom ad valorem stamp dutyor stamp duty reserve tax will arise on a transfer of,or an agreement to transfer, full legal and beneficialownership of any debt securities.

Subject to any other exemptions that may apply,stamp duty may be chargeable on the transfer of, orany agreement to transfer, any debt security whichcarries or (in the case of (ii), (iii) and (iv)) has at anytime carried any of the following rights: (i) a right ofconversion into shares or other securities or to theacquisition of shares or other securities, includingloan capital of the same description, (ii) a right tointerest the amount of which exceeds a reasonablecommercial return on the nominal amount of thecapital, (iii) a right to interest the amount of whichfalls or has fallen to be determined to any extent byreference to the results of, or of any part of, abusiness or to the value of any property, or (iv) aright on repayment to an amount which exceeds thenominal amount of the capital and is not reasonablycomparable with what is generally repayable (inrespect of a similar nominal amount of capital) underthe terms of issue of loan capital listed in the OfficialList of the Financial Services Authority acting in itscapacity as the competent authority for the purposesof Part VI of the Financial Services and Markets Act2000. If a transfer of, or an agreement to transfer,debt securities is subject to stamp duty or stamp dutyreserve tax, the position will be as summarized belowin the case of preference shares.

Preference Shares and ADSs

Dividends. No withholding or deduction for or onaccount of United Kingdom tax will be made frompayments of dividends on the preference shares orADSs.

Subject to the Finance Act 1996 provisions set outbelow, holders of preference shares or ADSs who arenot resident for tax purposes in the United Kingdomand who receive a dividend from us will not have anyfurther United Kingdom tax to pay in respect of suchdividend. Holders of preference shares or ADSs willnot normally be able to claim any additional paymentin respect of the dividend from HM Revenue &Customs under any applicable double tax treaty; in

48

particular, holders who are resident in theUnited States for tax purposes will not be able toclaim any additional payment in respect of thedividend from HM Revenue & Customs under theTreaty.

Disposals. Subject to the Finance Act 1996 provisionsset out below, shareholders or ADS holders who areneither resident nor (in the case of an individual)ordinarily resident in the United Kingdom will notnormally be liable for United Kingdom tax onchargeable gains (or for any other United Kingdom taxupon a disposal or deemed disposal of preferenceshares or ADSs) unless they carry on a trade,profession or vocation in the United Kingdom througha branch or agency or, in the case of a company,through a permanent establishment, and the preferenceshares or ADSs are or have been used or held by or forthe purposes of the branch or agency or permanentestablishment, in which case such shareholder or ADSholder might, depending on individual circumstances,be liable to United Kingdom tax on chargeable gainson any disposal (or deemed disposal) of preferenceshares or ADSs.

Finance Act 1996. Under sections 91A to 91G of theFinance Act 1996, it is possible that a holder ofpreference shares or ADSs subject to UK corporationtax would be taxed as if its preference shares orADSs were debt securities and the position outlinedabove under the sub-headings “Dividends” and“Disposals” would not apply. The Finance Act 1996sets out certain circumstances in which the provisionswould not apply, such as where the preference sharesconcerned are “qualifying publicly issued shares” orwhere the holder does not hold its preference sharesfor a “tax avoidance purpose”. There are also certainlimited circumstances in which particular holderscould fall within the scope of the provisions, even ifthey held preference shares which were, or wouldotherwise be, “qualifying publicly issued shares”. Inthe event that holders of preference shares or ADSsare subject to UK corporation tax, they should obtainindependent advice as to their tax position.

Inheritance Tax. A holder of ADSs who is anindividual domiciled outside the United Kingdomwill generally not be liable to United Kingdominheritance tax in respect of his holding of ADSs.Such an individual may, however, have a liability toinheritance tax in respect of any holding ofpreference shares. If so, exemption from or reductionin any United Kingdom inheritance tax liability may

be available for U.S. holders of preference sharesunder the Estate Tax Treaty made between theUnited Kingdom and the United States.

Stamp Duty and Stamp Duty Reserve Tax. Anydocumentary transfer of, or documentary agreementto transfer, any preference share or any interest in anypreference share will generally be liable to UnitedKingdom ad valorem stamp duty, generally at therate of 0.5% of the amount or value of theconsideration for the transfer (rounded up to the nextmultiple of £5 in the case of stamp duty). Stamp dutyis usually the liability of the purchaser or transfereeof the shares. An unconditional agreement to transfersuch preference shares will also generally be subjectto stamp duty reserve tax, generally at the rate of0.5% of the amount or value of the consideration forthe transfer, but such liability will be cancelled, or, ifalready paid, refunded, if the agreement is completedby a duly stamped transfer within six years of theagreement having become unconditional. Stamp dutyreserve tax is normally the liability of the purchaseror transferee of the shares.

Where we issue preference shares, or a holder ofpreference shares transfers such preference shares, toan ADR issuer, a liability for United Kingdom stampduty or stamp duty reserve tax at the rate of 1.5%(rounded up to the next multiple of £5 in the case ofstamp duty) of either the issue price or, in the case ofa transfer, the amount or value of the considerationfor the transfer, or the value of the preference shares,may arise. This liability for United Kingdom stampduty or stamp duty reserve tax will strictly be theliability of the ADR issuer (or their nominee oragent). However, in practice, (i) where preferenceshares are issued to an ADR issuer, we willreimburse the ADR issuer or otherwise bear the costand (ii) where preference shares are transferred to anADR issuer, the liability for payment of theUnited Kingdom stamp duty or stamp duty reservetax will depend on the arrangements in place betweenthe seller, the ADR issuer and the purchaser.

Where we issue preference shares, or a holder ofpreference shares transfers such preference shares, toa person providing clearance services (or theirnominee or agent) and where the person providingclearance services has not made an election undersection 97A Finance Act 1986, a liability forUnited Kingdom stamp duty or stamp duty reservetax at the rate of 1.5% (rounded up to the next

49

multiple of £5 in the case of stamp duty) of either theissue price or, in the case of a transfer, the amount orvalue of the consideration for the transfer, or thevalue of the preference shares, may arise. Thisliability for United Kingdom stamp duty or stampduty reserve tax will strictly be the liability of theperson providing clearance services (or their nomineeor agent). However, in practice, (i) where preferenceshares are issued to a person providing clearanceservices (or their nominee or agent), we willreimburse the person providing clearing services orotherwise bear the cost and (ii) where preferenceshares are transferred to a person providing clearanceservices (or their nominee or agent), the liability forpayment of the United Kingdom stamp duty or stampduty reserve tax will depend on the arrangements inplace between the seller, the person providingclearance services and the purchaser. Transfers ofpreference shares within a clearance system aregenerally outside the scope of stamp duty as long asthere is no instrument of transfer, and are exemptfrom stamp duty reserve tax.

Where we issue preference shares, or a holder ofpreference shares transfers such preference shares, toa person providing clearance services (or theirnominee or agent), and that person has made anelection under section 97A Finance Act 1986, therewill be no liability for United Kingdom stamp duty orstamp duty reserve tax at the rate of 1.5% of eitherthe issue price or, in the case of a transfer, theamount or value of the consideration for the transfer,or the value of the preference shares. However, insuch case, a liability for United Kingdom stamp dutyor stamp duty reserve tax may arise on the transferof, or agreement to transfer, preference shares withinthe clearance system (as set out in the first paragraphunder the heading “Stamp Duty and Stamp DutyReserve Tax”).

Where we issue preference shares in bearer form thatare sterling denominated, we may be liable to stampduty at the rate of 1.5% of the issue price. In theevent that we are so liable, we will pay such stampduty.

If any ADSs are cancelled, with the preference sharesthat they represent being transferred to the ADSholder, a liability for stamp duty may arise at thefixed rate of £5 on any instrument providing for suchtransfer of the preference shares.

No liability for stamp duty or stamp duty reserve taxwill arise on a transfer of ADSs, provided that anydocument that effects such transfer is not executed inthe United Kingdom and that it remains at allsubsequent times outside the United Kingdom. Anagreement to transfer ADSs will not give rise to aliability for stamp duty reserve tax.

PLAN OF DISTRIBUTION

Initial Offering and Issue of Securities

We may issue all or part of the securities from timeto time, in terms determined at that time, throughunderwriters, dealers and/or agents, directly topurchasers or through a combination of any of thesemethods. We will set forth in the applicableprospectus supplement:

• the terms of the offering of the securities;

• the names of any underwriters, dealers oragents involved in the sale of the securities;

• the principal amounts of securities anyunderwriters will subscribe for;

• any applicable underwriting commissions ordiscounts which shall be no more than 3%of the proceeds from the offering; and

• our net proceeds.

If we use underwriters in the issue, they will acquirethe securities for their own account and they mayeffect distribution of the securities from time to timein one or more transactions. These transactions maybe at a fixed price or prices, which they may change,or at prevailing market prices, or related to prevailingmarket prices, or at negotiated prices. The securitiesmay be offered to the public either throughunderwriting syndicates represented by managingunderwriters or underwriters without a syndicate.Unless the applicable prospectus supplementspecifies otherwise, the underwriters’ obligations tosubscribe for the securities will depend on certainconditions being satisfied. If the conditions aresatisfied the underwriters will be obligated tosubscribe for all of the securities of the series, if theysubscribe for any of them. The initial public offeringprice of any securities and any discounts orconcessions allowed or reallowed or paid to dealersmay change from time to time.

50

If we use dealers in the issue, unless the applicableprospectus supplement specifies otherwise, we willissue the securities to the dealers as principals. Thedealers may then sell the securities to the public atvarying prices that the dealers will determine at thetime of sale.

We may also issue securities through agents wedesignate from time to time, or we may issuesecurities directly. The applicable prospectussupplement will name any agent involved in theoffering and issue of the securities, and will also setforth any commissions that we will pay. Unless theapplicable prospectus supplement indicatesotherwise, any agent will be acting on a best effortsbasis for the period of its appointment. Agentsthrough whom we issue securities may enter intoarrangements with other institutions with respect tothe distribution of the securities, and thoseinstitutions may share in the commissions, discountsor other compensation received by our agents, maybe compensated separately and may also receivecommissions from the purchasers for whom they mayact as agents.

In connection with the issue of securities,underwriters may receive compensation from us orfrom subscribers of securities for whom they may actas agents. Compensation may be in the form ofdiscounts, concessions or commissions. Underwritersmay sell securities to or through dealers, and thesedealers may receive compensation in the form ofdiscounts, concessions or commissions from theunderwriters. Dealers may also receive commissionsfrom the subscribers for whom they may act asagents. Underwriters, dealers and agents thatparticipate in the distribution of securities may bedeemed to be underwriters, and any discounts orcommissions received by them from us and any profiton the sale of securities by them may be deemed tobe underwriting discounts and commissions under theSecurities Act. The prospectus supplement willidentify any underwriter or agent, and describe anycompensation that we provide.

If the applicable prospectus supplement so indicates,we will authorize underwriters, dealers or agents tosolicit offers to subscribe the securities frominstitutional investors. In this case, the prospectussupplement will also indicate on what date paymentand delivery will be made. There may be a minimumamount which an institutional investor maysubscribe, or a minimum portion of the aggregateprincipal

amount of the securities which may be issued by thistype of arrangement. Institutional investors mayinclude commercial and savings banks, insurancecompanies, pension funds, investment companies,educational and charitable institutions and any otherinstitutions we may approve. The subscribers’obligations under delayed delivery and paymentarrangements will not be subject to any conditions;however, the institutional investors’ subscription ofparticular securities must not at the time of deliverybe prohibited under the laws of any relevantjurisdiction in respect, either of the validity of thearrangements, or the performance by us or theinstitutional investors under the arrangements.

We may enter into agreements with the underwriters,dealers and agents who participate in the distributionof the securities that may fully or partially indemnifythem against some civil liabilities, includingliabilities under the Securities Act. Underwriters,dealers and agents may be customers of, engage intransactions with, or perform services for, or beaffiliates of Barclays PLC and the Barclays BankGroup in the ordinary course of business.

Barclays Capital Inc. is a subsidiary of Barclays PLCand may participate in one or more offerings of oursecurities. Rule 2720 of the Conduct Rules of theNational Association of Securities Dealers, Inc.imposes certain requirements when an NASDmember such as Barclays Capital Inc. distributes anaffiliated company’s securities, such as those ofBarclays Bank PLC. Barclays Capital Inc. hasadvised us that each particular offering of securitiesin which it participates will comply with theapplicable requirements of Rule 2720.

Barclays Capital Inc. will not confirm initial issues toaccounts over which it exercises discretionaryauthority without the prior written approval of thecustomer.

Selling Restrictions

Unless the applicable prospectus supplementspecifies otherwise, we will not offer the securities orany investments representing securities, includingADSs or ADRs, of any series to the public in theUnited Kingdom or any member state of theEuropean Economic Area (“EEA”) which hasimplemented Directive 2003/71/EC (the “ProspectusDirective”).

51

Selling Restrictions Addressing United KingdomSecurities Laws

Unless otherwise specified in any agreement betweenus and the underwriters, dealers and/or agents inrelation to the distribution of the securities or anyinvestments representing securities, including ADSsor ADRs, of any series and subject to the termsspecified in the agreement, any underwriter, dealer oragent in connection with an offering of securities orany investments representing securities, includingADSs or ADRs, of any series will confirm and agreethat:

• in relation to any securities having amaturity of less than one year (i) it is aperson whose ordinary activities involves itin acquiring, holding, managing or disposingof investments (as principal or agent) for thepurposes of its business and (ii) it has notoffered or sold and will not offer or sell anysecurities other than to persons (A) whoseordinary activities involve them inacquiring, holding, managing or disposingof investments (as principal or agent) for thepurposes of their business or (B) who it isreasonable to expect will acquire, hold,manage or dispose of investments (asprincipal or agent) for the purposes of theirbusinesses, where the issue of the debtsecurities would otherwise constitute acontravention of Section 19 of the FSMA byus;

• it has only communicated or caused to becommunicated and will only communicateor cause to be communicated an invitationor inducement to engage in investmentactivity (within the meaning of Section 21of the FSMA) received by it in connectionwith the issue or sale of any securities orany investments representing securities,including ADSs or ADRs, in circumstancesin which Section 21(1) of the FSMA wouldnot, if we were not an “authorized person”under the FSMA, apply to us; and

• it has complied and will comply with allapplicable provisions of the FSMA withrespect to anything done by it in relation tothe securities, or any investmentsrepresenting securities, including ADSs and

ADRs in, from or otherwise involving theUnited Kingdom.

Public Offer Selling Restriction Under TheProspectus Directive

Unless otherwise specified in any agreement betweenus and the underwriters, dealers and/or agents inrelation to the distribution of the securities or anyinvestments representing securities, including ADSsor ADRs, of any series and subject to the termsspecified in the agreement, any underwriter, dealer oragent in connection with an offering of securities orany investments representing securities, includingADSs or ADRs, of any series will confirm and agreethat with effect from and including the date on whichthe Prospectus Directive is implemented in thatrelevant member state (the “relevant implementationdate”) it has not made and will not make an offer ofany securities or any investments representingsecurities which are the subject of the offeringcontemplated by the prospectus as completed by theprospectus supplement in relation thereto to thepublic in that relevant member state except that itmay, with effect from and including the relevantimplementation date, make an offer of the securitiesto the public in that relevant member state:

• if the relevant prospectus supplement inrelation to the securities specifies that anoffer of those securities may be made otherthan pursuant to Article 3(2) of theProspectus Directive in that relevantmember state (a non-exempt offer),following the date of publication of aprospectus in relation to such securitieswhich has been approved by the competentauthority in that relevant member state or,where appropriate, approved in anotherrelevant member state and notified to thecompetent authority in that relevant memberstate, provided that any such prospectus hassubsequently been completed by theprospectus supplement contemplating suchnon-exempt offer, in accordance with theProspectus Directive, in the periodbeginning and ending on the dates specifiedin such prospectus supplement;

• at any time to legal entities which areauthorized or regulated to operate in thefinancial markets or, if not so authorized or

52

regulated, whose corporate purpose is solelyto invest in securities;

• at any time to any legal entity which has twoor more of (i) an average of at least 250employees during the last financial year;(ii) a total balance sheet of more than€43,000,000 and (iii) an annual net turnoverof more than €50,000,000, as shown in itslast annual or consolidated accounts;

• at any time to fewer than 100 natural orlegal persons (other than qualified investorsas defined in the Prospectus Directive)subject to obtaining the prior consent of therelevant dealer or dealers nominated by usfor any such offer; or

• at any time in any other circumstancesfalling within Article 3(2) of the ProspectusDirective,

provided that no such offering of securities referredto in the second to fifth bullet points above shallrequire us or any dealer to publish a prospectuspursuant to Article 3 of the Prospectus Directive orsupplement a prospectus pursuant to Article 16 of theProspectus Directive.

The expression an “an offer of any securities or anyinvestments representing securities to the public” inrelation to such securities or investments in anyrelevant member state means the communication inany form and by any means of sufficient informationon the terms of the offer and the securities orinvestments to be offered so as to enable an investorto decide to purchase the securities or investments, asthe same may be varied in that member state by anymeasure implementing the Prospectus Directive inthat member state.

Market-Making Resales

This prospectus may be used by Barclays Capital Inc.in connection with offers and sales of the securities inmarket-making transactions. In a market-makingtransaction, Barclays Capital Inc. may resell asecurity it acquires from other holders, after theoriginal offering and sale of the security. Resales ofthis kind may occur in the open market or may beprivately negotiated, at prevailing market prices atthe time of resale or at related or negotiated prices. In

these transactions, Barclays Capital Inc. may act asprincipal, or agent, including as agent for thecounterparty in a transaction in which BarclaysCapital Inc. acts as principal, or as agent for bothcounterparties in a transaction in which BarclaysCapital Inc. does not act as principal. BarclaysCapital Inc. may receive compensation in the form ofdiscounts and commissions, including from bothcounterparties in some cases. Other affiliates ofBarclays Bank PLC may also engage in transactionsof this kind and may use this prospectus for thispurpose.

The indeterminate aggregate initial offering pricerelates to the initial offering of the securitiesdescribed in the prospectus supplement. This amountdoes not include securities sold in market-makingtransactions. The latter include securities to be issuedafter the date of this prospectus, as well as securitiespreviously issued.

Barclays Bank PLC may receive, directly orindirectly, all or a portion of the proceeds of anymarket making transactions by Barclays Capital Inc.and its other affiliates.

Information about the trade and settlement dates, aswell as the purchase price, for a market-makingtransaction will be provided to the purchaser in aseparate confirmation of sale.

Unless we or an agent informs you in yourconfirmation of sale that your security is beingpurchased in its original offering and sale, you mayassume that you are purchasing your security in amarket-making transaction.

Matters Relating to Initial Offering and Market-Making Resales

Each series of securities will be a new issue, andthere will be no established trading market for anysecurity prior to its original issue date. We maychoose not to list a particular series of securities on asecurities exchange or quotation system. We havebeen advised by Barclays Capital Inc. that it intendsto make a market in the securities, and anyunderwriters to whom we sell securities for publicoffering or broker-dealers may also make a market inthose securities. However, neither Barclays CapitalInc. nor any underwriter or broker-dealer that makesa market is obligated to do so, and any of them may

53

stop doing so at any time without notice. We cannotgive any assurance as to the liquidity of the tradingmarket for the securities.

Unless otherwise indicated in the applicableprospectus supplement or confirmation of sale, thepurchase price of the securities will be required to bepaid in immediately available funds in New YorkCity.

In this prospectus or any accompanying prospectussupplement, the terms “this offering” means theinitial offering of securities made in connection withtheir original issuance. This term does not refer toany subsequent resales of securities in market-making transactions.

SERVICE OF PROCESS ANDENFORCEMENT OF LIABILITIES

We are an English public limited company.Substantially all of our directors and executiveofficers and a number of the experts named in thisdocument are non-residents of the United States. Allor a substantial portion of the assets of those personsare located outside the United States. Most of ourassets are located outside of the United States. As aresult, it may not be possible for you to effect serviceof process within the United States upon thosepersons or to enforce against them judgments of U.S.courts based upon the civil liability provisions of thefederal securities laws of the United States. We havebeen advised by our English solicitors, CliffordChance LLP, that there is doubt as to theenforceability in the United Kingdom, in originalactions or in actions for enforcement of judgments ofU.S. courts, of liabilities based solely upon thefederal securities laws of the United States.

WHERE YOU CAN FIND MOREINFORMATION

We are subject to the information requirements of theExchange Act. Accordingly, we file jointly withBarclays PLC, reports and other information with theSEC.

The SEC maintains an internet site athttp://www.sec.gov that contains reports and otherinformation we file electronically with the SEC. You

may also inspect and copy reports and otherinformation that we file with the SEC at the publicreference facilities maintained at 100 F Street, N.E.,Room 1580, Washington, D.C. 20549. Copies ofsuch material may be obtained by mail from thePublic Reference Section of the SEC at 100 F Street,NE, Room 1580, Washington, D.C. 20549 atprescribed rates. In addition, you may inspect andcopy that material at the offices of the New YorkStock Exchange, 20 Broad Street, New York, NewYork 10005, on which some of our securities arelisted.

We will furnish to the debt trustee referred to under“Description of Debt Securities” annual reports,which will include a description of operations andannual audited consolidated financial statementsprepared in accordance with IFRS, together with areconciliation of consolidated net income andconsolidated ordinary shareholders’ equity toestimated amounts in accordance with U.S. GAAP.We will also furnish the debt trustee with interimreports that will include unaudited interim summaryconsolidated financial information prepared inaccordance with IFRS. If we choose to do so, thoseinterim reports may contain a reconciliation ofconsolidated net income and consolidated ordinaryshareholders’ equity to estimated amounts inaccordance with U.S. GAAP. We will furnish thedebt trustee all notices of meetings at which holdersof securities are entitled to vote, and all other reportsand communications that are made generallyavailable to those holders.

FURTHER INFORMATION

We have filed with the SEC a registration statementon Form F-3 with respect to the securities offeredwith this prospectus. This prospectus is a part of thatregistration statement and it omits some informationthat is contained in the registration statement. Youcan access the registration statement together withexhibits on the internet site maintained by the SEC athttp://www.sec.gov or inspect these documents at theoffices of the SEC in order to obtain that additionalinformation about us and about the securities offeredwith this prospectus.

54

VALIDITY OF SECURITIES

If stated in the prospectus supplement applicable to aspecific issuance of debt securities, the validity of thesecurities under New York law may be passed uponfor us by our U.S. counsel, Sullivan & CromwellLLP. If stated in the prospectus supplementapplicable to a specific issuance of debt securities,the validity of the securities under English law maybe passed upon by our English solicitors, CliffordChance LLP. Sullivan & Cromwell LLP may rely onthe opinion of Clifford Chance LLP as to all mattersof English law and Clifford Chance LLP may rely onthe opinion of Sullivan & Cromwell LLP as to allmatters of New York law. If this prospectus isdelivered in connection with an underwrittenoffering, the validity of the debt securities may bepassed upon for the underwriters by United Statesand English counsel for the underwriters specified inthe related prospectus supplement. If no Englishcounsel is specified, such U.S. counsel to theunderwriters may also rely on the opinion of CliffordChance LLP as to certain matters of English law.

EXPERTS

The financial statements and management’sassessment of the effectiveness of internal controlover financial reporting (which is included inManagement’s Report on Internal Control overFinancial Reporting) incorporated in this Prospectusby reference to the Annual Report of Barclays PLCand Barclays Bank PLC on Form 20-F for the yearended December 31, 2006 have been so incorporatedin reliance on the reports of PricewaterhouseCoopersLLP, an independent registered public accountingfirm, given on the authority of said firm as experts inauditing and accounting.

The consolidated financial statements of ABNAMRO appearing in the ABN AMRO 2006Form 20-F, and the ABN AMRO management’sassessment of the effectiveness of internal controlover financial reporting as of December 31, 2006included therein, have been audited by Ernst &Young Accountants, independent registeredaccounting firm, as set forth in their reports thereon,included therein, and incorporated herein byreference. Such consolidated financial statements andmanagement’s assessment are incorporated herein byreference in reliance upon such reports given on the

authority of such firm as experts in accounting andauditing.

EXPENSES OF ISSUANCE ANDDISTRIBUTION

The following is a statement of the expenses (all ofwhich are estimated), other than any underwritingdiscounts and commission and expenses reimbursedby us, to be incurred in connection with a distributionof an assumed amount of $100,000,000 of securitiesregistered under this Registration Statement:

Securities and Exchange Commissionregistration fee . . . . . . . . . . . . . . . . . . . $ 0*

NASD fee . . . . . . . . . . . . . . . . . . . . . . . . . 10,500Printing and engraving expenses . . . . . . . 40,000Legal fees and expenses . . . . . . . . . . . . . . 455,000Accountants’ fees and expenses . . . . . . . . 175,000Trustee fees and expenses . . . . . . . . . . . . 10,000ADR Depositary’s fees and expenses . . . 15,000Miscellaneous . . . . . . . . . . . . . . . . . . . . . . 20,000

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $725,500

* Deferred in accordance with Rule 456(b) and457(r)

55

Printed by RR Donnelley, 45286