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Barclays PLC est une banque multinationale britannique offrant une large gamme de services financiers, notamment la banque de détail, la gestion de patrimoine, la banque d'investissement et les cartes de crédit, opérant dans de nombreux pays à travers le monde.

L'Obligation émise par Barclay PLC ( Royaume-uni ) , en GBP, avec le code ISIN GB0077631918, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 20/02/2014

BASE PROSPECTUS

Barclays Capital (Cayman) Limited
(incorporated with limited liability in the Cayman Islands)
(as Issuer)

Barclays Bank PLC
(incorporated with limited liability in England and Wales)
(as Issuer and Guarantor)

Warrant Programme

This Base Prospectus supersedes the previous Base Prospectus dated 2nd June, 2006. Any Warrants (as defined below) issued on or after the date of this
Base Prospectus are issued subject to the provisions described herein. This does not affect any Warrants issued before the date of this Base Prospectus.

Under the terms of the Warrant Programme (the Programme), each of Barclays Capital (Cayman) Limited (BCCL) and Barclays Bank PLC (the Bank or the
Guarantor and, together with BCCL, the Issuers and each an Issuer) may from time to time issue warrants (Warrants) of any kind including, but not limited
to, Warrants relating to a specified index or a basket of indices (Index Warrants), a specified share or a basket of shares (Share Warrants), a specified debt
instrument or a basket of debt instruments (Debt Warrants), a specified currency or a basket of currencies (Currency Warrants), a specified commodity or a
basket of commodities (Commodity Warrants) or a specified fund or a basket of funds (Fund Warrants). Each issue of Warrants will be issued on the terms
set out herein which are relevant to such Warrants under "Terms and Conditions of the Warrants" (the Conditions) and on such additional terms as will be set
out in a Final Terms supplement (the Final Terms) which, with respect to Warrants which are to be listed on a stock exchange, will be delivered to such stock
exchange and/or other relevant authority on or prior to the date of listing of suc`h Warrants and, in the case of Warrants to be listed on the London Stock
Exchange, will be delivered to the UK Listing Authority and the London Stock Exchange.

Under the terms of the Programme, each Issuer may issue Protected Equity Linked Securities (PELSs) and Equity Linked Securities (ELSs). Each PELS or
ELS will comprise one call Warrant of a single series and one put Warrant of a single series on terms specified in the applicable Final Terms.

Each issue of Warrants by BCCL will be guaranteed by the Guarantor pursuant to a Deed of Guarantee (the Guarantee), the form of which is set out herein.

Each of BCCL and the Bank has a right of substitution as set out in Condition 14.

The form of the Final Terms is set out herein on page 24 and will specify with respect to the issue of Warrants to which it relates, inter alia, the specific
designation of the Warrants, the aggregate number and type of the Warrants, the date of issue of the Warrants, the issue price, the exercise price, the underlying
asset, index or other item(s) to which the Warrants relate, the exercise period or date and certain other terms relating to the offering and sale of the Warrants.
The Final Terms relating to an issue of Warrants will be attached to, or endorsed upon, the Global Warrant (as defined below) representing such Warrants. The
Final Terms supplements the Conditions and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with
the Conditions, supplement, replace or modify the Conditions.

Each issue of Warrants will entitle the holder thereof (on due exercise and subject to certification as to non-U.S. beneficial ownership) either to receive a cash
amount (if any) calculated in accordance with the relevant terms or to receive physical delivery of the underlying assets against payment of a specified sum, all
as set forth herein and in the applicable Final Terms.

Prospective purchasers of Warrants should ensure that they understand the nature of the relevant Warrants and the extent of their exposure to
risks and that they consider the suitability of the relevant Warrants as an investment in the light of their own circumstances and financial
condition. Warrants involve a high degree of risk, including the risk of their expiring worthless. Potential investors should be prepared to sustain a
total loss of the purchase price of their Warrants. See "Risk Factors" on page 12.

Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the
UK Listing Authority) for Warrants issued under the Programme during the period of 12 months from the date of this Base Prospectus to be admitted to the
official list of the UK Listing Authority (the Official List) and to the London Stock Exchange plc (the London Stock Exchange) for such Warrants to be
admitted to trading on the London Stock Exchange's Domestic Market.

References in this Base Prospectus to Warrants being listed (and all related references) shall mean that such Warrants have been admitted to trading on the
London Stock Exchange's Domestic Market and have been admitted to the Official List. The London Stock Exchange's Domestic Market is a regulated market
for the purposes of Directive 93/22/EEC (the Investment Services Directive).

The Programme provides that Warrants may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as the
relevant Issuer may decide. Each Issuer may also issue unlisted Warrants and/or Warrants not admitted to trading on any market.

Each issue of Warrants Registered will be represented by a global warrant (each a Global Warrant) which will be issued and deposited with a common
depositary on behalf of Clearstream Banking, société anonyme (Clearstream, Luxembourg) and Euroclear Bank S.A./N.V. (Euroclear) on the date of issue
of the relevant Warrants. Definitive Warrants will not be issued.

Dated 11th June, 2007

IMPORTANT NOTICES
This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the
Prospectus Directive).

BCCL and the Bank accept responsibility for the information contained in this Base Prospectus. To the best of
the knowledge of BCCL and the Bank (each having taken all reasonable care to ensure that such is the case),
the information contained in this Base Prospectus is in accordance with the facts and does not omit anything
likely to affect the import of such information.

Copies of the Final Terms in respect of each series of Warrants to be listed on the London Stock Exchange will
be made available on request in printed form, free of charge, to the public at the registered office of the Issuer
and at the offices of the financial intermediaries placing or selling the Warrants, including the Warrant
Agents

.
The applicable Final Terms will (if applicable) specify the nature of the responsibility taken by the relevant
Issuer and, if applicable, the Guarantor for the information relating to the underlying asset, index or other
item(s) to which the Warrants relate which is contained in such Final Terms.

No person is authorised to give any information or to make any representation not contained in or not
consistent with this document or any other information supplied in connection with the Programme and, if
given or made, such information or representation must not be relied upon as having been authorised by
BCCL, the Bank or any manager of an issue of Warrants (as applicable to such issue of Warrants, each a
Manager). This document does not constitute, and may not be used for the purposes of, an offer or solicitation
by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation, and no action is being taken to permit an offering of the Warrants
or the distribution of this document in any jurisdiction where any such action is required.

This document is to be read and construed in conjunction with any amendment or supplement hereto, with
any Final Terms and with all documents or parts thereof which are deemed to be incorporated herein by
reference (see "Documents Incorporated by Reference" on page 5). This Base Prospectus shall be read and
construed on the basis that such documents or parts thereof are incorporated and form part of this Base
Prospectus as set forth on page 5.

The Warrants create options exercisable by the relevant holder. There is no obligation on the Issuer to pay any
amount or deliver any asset to any holder of a Warrant unless the relevant holder duly exercises such Warrant
or such Warrants are automatically exercised and an Exercise Notice is duly delivered. The Warrants will be
exercisable in the manner set forth herein and in the applicable Final Terms. Upon exercise, the holder of a
Warrant will be required to certify (in accordance with the provisions outlined in "Offering and Sale" below)
that it is not a U.S. person or exercising such Warrant on behalf of a U.S. person. Warrants may be issued to
one or more Managers on a syndicated basis.

The Warrants of each issue may be sold by the relevant Issuer and/or any Manager at such time and at such
prices as the Issuer and/or the Manager(s) may select. There is no obligation upon the Issuer or any Manager
to sell all of the Warrants of any issue. The Warrants of any issue may be offered or sold from time to time in
one or more transactions in the over-the-counter market or otherwise at prevailing market prices or in
negotiated transactions, at the discretion of the relevant Issuer.

Each Issuer shall have complete discretion as to what type of Warrants it issues and when.

No Manager has independently verified the information contained herein. Accordingly, no representation,
warranty or undertaking, express or implied, is made and no responsibility is accepted by any Manager as to
the accuracy or completeness of the information contained in this Base Prospectus or any other information
provided by BCCL and/or the Bank in connection with the Programme. No Manager accepts any liability in
relation to the information contained or incorporated by reference in this Base Prospectus or any other
information provided by BCCL and/or the Bank in connection with the Programme.

Neither this Base Prospectus nor any other information supplied in connection with the Programme or any
Warrants (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation by BCCL or the Bank or any Manager that any recipient of this Base Prospectus or any
other information supplied in connection with the Programme or any Warrants should purchase any
Warrants. Each investor contemplating purchasing any Warrants should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of BCCL and
the Bank. Neither this Base Prospectus nor any other information supplied in connection with the Programme
or the issue of any Warrants constitutes an offer or an invitation by or on behalf of BCCL or the Bank or any
Manager or any other person to subscribe for or to purchase any Warrants.
2

Neither delivery of this Base Prospectus nor the offering, sale or delivery of any Warrants shall in any
circumstances imply that the information contained herein concerning BCCL and/or the Bank is correct at
any time subsequent to the date hereof or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date indicated in the document containing the same.
No Manager undertakes to review the financial condition or affairs of BCCL and/or the Bank during the life
of the Programme or to advise any investor in the Warrants of any information coming to their attention.
Investors should review, inter alia, the most recently published audited annual consolidated financial
statements of BCCL and/or the Bank and/or the most recently published documents incorporated by reference
into this Base Prospectus, when deciding whether or not to purchase any Warrants.

This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Warrants in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Base Prospectus and the offer or sale of Warrants may be restricted by law in certain
jurisdictions. Neither BCCL, the Bank or any Manager represent that this Base Prospectus may be lawfully
distributed, or that any Warrants may be lawfully offered, in compliance with any applicable registration or
other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken by
BCCL, the Bank or any Manager which would permit a public offering of any Warrants outside the UK or
distribution of this Base Prospectus in any jurisdiction where action for that purpose is required.
Accordingly, no Warrants may be offered or sold, directly or indirectly, and neither this Base Prospectus nor
any advertisement or other offering material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations. Persons into whose
possession this Base Prospectus or any Warrants may come must inform themselves about, and observe, any
such restrictions on the distribution of this Base Prospectus and the offering and sale of Warrants. For a
description of certain further restrictions on the distribution of this Base Prospectus and the offer or sale of
Warrants in the United States, the European Economic Area (including the United Kingdom and France),
Italy, Cayman Islands, Hong Kong and Japan, see "Offering and Sale". In particular, the Warrants have not
been and will not be registered under the U.S. Securities Act of 1933, as amended. Warrants, or interests
therein, may not at any time be offered, sold, resold or delivered, directly or indirectly, in the United States or
to, or for the account or benefit of, a U.S. person and any offer, sale, resale, trade or delivery made, directly or
indirectly, within the United States or to, or for the account or benefit of, a U.S. person will not be recognised.

In this Base Prospectus references to "U.S.$" and "U.S. dollars" are to United States dollars, references to
"pounds" and "£" are to pounds sterling, references to "", "euro" and "EUR" are to the currency
introduced at the start of the third stage of European economic and monetary union pursuant to the treaty
establishing the European Community, as amended.
3

TABLE OF CONTENTS

Page

IMPORTANT NOTICES.................................................................................................................. 2
DOCUMENTS INCORPORATED BY REFERENCE...................................................................... 5
SUMMARY OF THE PROGRAMME.............................................................................................. 7
RISK FACTORS ............................................................................................................................ 12
SEPARATION OF LINKED SECURITIES.................................................................................... 22
APPLICABLE FINAL TERMS ...................................................................................................... 24
TERMS AND CONDITIONS OF THE WARRANTS .................................................................... 33
USE OF PROCEEDS...................................................................................................................... 65
FORM OF THE DEED OF GUARANTEE..................................................................................... 66
DESCRIPTION OF BARCLAYS CAPITAL (CAYMAN) LIMITED ............................................. 69
DESCRIPTION OF THE BANK AND THE GROUP..................................................................... 71
TAXATION.................................................................................................................................... 76
OFFERING AND SALE ................................................................................................................. 79
GENERAL INFORMATION.......................................................................................................... 82
4

DOCUMENTS INCORPORATED BY REFERENCE
The following documents which have previously been published and have been filed with the Financial Services
Authority shall be incorporated in, and form part of, this Base Prospectus:

(1)
the joint Annual Report of Barclays PLC and the Bank, as filed with the US Securities and Exchange
Commission (SEC) on Form 20-F in respect of the years ended 31st December, 2005 and 31st December,
2006 (the 2006 Joint Annual Report) (with the exception of the information included as exhibits to the
2006 Joint Annual Report, which shall not be deemed to be incorporated in this Base Prospectus) and the
Annual Reports containing the audited consolidated accounts of the Bank in respect of the years ended 31st
December, 2005 (the 2005 Bank Annual Report) and 31st December, 2006 (the 2006 Bank Annual
Report); and

(2)
the memorandum and articles of association of BCCL.
The above documents may be inspected as described under "General Information Documents Available" below.
The table below sets out the relevant page references for the information contained within the 2006 Joint Annual
Report of Barclays PLC and the Bank filed on Form 20F:
Directors and officers

108
Corporate governance

113
Risk management

63
Consolidated income statement summary

4
Consolidated balance sheet summary

6
Business description

10
Financial review

9
Barclays PLC consolidated accounts

147
Barclays PLC consolidated income statement

158
Barclays PLC consolidated balance sheet

159
Notes to the accounts of Barclays PLC

164
Barclays Bank PLC consolidated income statement

274
Barclays Bank PLC consolidated balance sheet

275
Notes to the accounts of Barclays Bank PLC

278
Shareholder information

291

Any information contained in the 2006 Joint Annual Report filed on Form 20-F and the 2005 Bank Annual Report,
which is not incorporated by reference in this document is either not relevant for investors or is covered elsewhere in
this Base Prospectus.
Following the publication of this Base Prospectus a supplement may be prepared by the Bank and approved by the
UK Listing Authority in accordance with Article 16 of the Prospectus Directive. Statements contained in any such
supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether
expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Base
Prospectus or in a document which is incorporated by reference in this Base Prospectus. Any statement so modified
or superseded shall not, except as so modified or superseded, constitute a part of this Base Prospectus.
5

Copies of documents incorporated by reference in this Base Prospectus can be obtained from the registered office of
the Bank and from the specified office of the Principal Warrant Agent for the time being in London.
The Bank will, in the event of any significant new factor, material mistake or inaccuracy relating to information
included in this Base Prospectus which is capable of affecting the assessment of any Warrants, prepare a supplement
to this Base Prospectus or publish a new Base Prospectus for use in connection with any subsequent issue of
Warrants.
6

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

Words and expressions defined in "Terms and Conditions of the Warrants" and the remainder of this Base Prospectus
shall have the same meanings in this summary.
Issuer Descriptions
The Bank

The Bank is a public limited company registered in England and Wales under number 1026167. The liability of the
members of the Bank is limited. It has its registered head office at 1 Churchill Place, London, E14 5HP, telephone
number 020 7116 1000. The Bank was incorporated on 7th August, 1925 under the Colonial Bank Act 1925 and on
4th October, 1971 was registered as a company limited by shares under the Companies Acts 1948 to 1967. Pursuant
to the Barclays Bank Act 1984, on 1st January, 1985, Barclays Bank was re-registered as a public limited company
and its name was changed from "Barclays Bank International Limited" to "Barclays Bank PLC".
The Bank and its subsidiary undertakings (taken together, the Group) is a major global financial services provider
engaged in retail and commercial banking, credit cards, investment banking, wealth management and investment
management services. The whole of the issued ordinary share capital of the Bank is beneficially owned by Barclays
PLC, which is the ultimate holding company of the Group and one of the largest financial services companies in the
world by market capitalisation.
The short-term unsecured obligations of the Bank are rated A-1+ by Standard & Poor's, P-1 by Moody's and F1+ by
Fitch Ratings Limited and the long-term obligations of the Bank are rated AA by Standard & Poor's, Aa1 by Moody's
and AA+ by Fitch Ratings Limited.
Based on the Group's audited financial information for the year ended 31st December, 2006, the Group had total
assets of £996,503 million (2005: £924,170 million), total net loans and advances1 of £313,226 million (2005:
£300,001 million), total deposits2 of £336,316 million (2005: £313,811 million), and total shareholders' equity of
£27,106 million (2005: £24,243 million) (including minority interests of £1,685 million (2005: £1,578 million)). The
profit before tax of the Group for the year ended 31st December, 2006 was £7,197 million (2005: £5,311 million)
after impairment charges on loans and advances, other credit provisions and on available for sale assets of £2,154
million (2005: £1,571 million). The financial information in this paragraph is extracted from the audited financial
statements of the Group for the year ended 31st December, 2006.
Barclays Capital (Cayman) Limited

BCCL was incorporated in the Cayman Islands on 24th July, 1989 for an unlimited duration and registered on 26th
July, 1989. BCCL operates under Cayman Islands law with limited liability. BCCL's registered office is at the offices
of Barclays Private Bank & Trust (Cayman) Limited, P.O. Box 487GT, 4th Floor, First Caribbean Building, 25 Main
Street, Georgetown, Grand Cayman, Cayman Islands, British West Indies. Its registration number is 329680. BCCL
is a wholly-owned direct subsidiary of the Bank. BCCL was established for the purpose of issuing notes, warrants and
buying and selling options. It is the policy of the Directors to hedge fully the liabilities of BCCL arising under notes
and warrants issued by BCCL. BCCL is resident for tax purposes in the United Kingdom.

Description:
Warrant Programme.
Guarantee:
Where the Warrants are issued by BCCL, the Warrants are
unconditionally and irrevocably guaranteed by the Bank.
1 Total net loans and advances include balances relating to both banks and customers.
2 Total deposits include deposits from banks and customer account.
7

Principal Warrant Agent:
The Bank of New York
Luxembourg Warrant Agent:
The Bank of New York (Luxembourg) S.A.
Calculation Agent:
Barclays Bank PLC, or such other calculation agent specified in the
applicable Final Terms.
Distribution:
Syndicated or non-syndicated basis.

Settlement Currencies:
Euro, U.S. dollars or any other currency or currencies selected by the
relevant Issuer or any Manager, subject to compliance with all
applicable legal and/or regulatory and/or central bank requirements.
Issue Price:
Warrants may be issued at such price as shall be determined by the
relevant Issuer or the Manager appointed in respect of such issue.
Type of Warrants:
The Issuer may from time to time issue Warrants of any kind,
including but not limited to Index Warrants, Share Warrants, Debt
Warrants, Currency Warrants, Commodity Warrants and Fund
Warrants.
The Warrants may either be European Style Warrants or American
Style Warrants.
Settlement:
The Warrants will be settled by cash payment (Cash Settled
Warrants) or physical delivery (Physical Delivery Warrants).
Index Warrants:
The Cash Settlement Amount in respect of Cash Settled Index
Warrants will be calculated by reference to a single index or basket of
indices.
Share Warrants:
The Cash Settlement Amount in respect of Cash Settled Share
Warrants will be calculated by reference to a single share or basket of
shares.
The Entitlement in respect of Physical Delivery Share Warrants will
be a specified amount of shares of one or more companies, as
applicable, subject to payment of the relevant Exercise Price and any
other sums payable.
Debt Warrants:
The Cash Settlement Amount in respect of Cash Settled Debt
Warrants will be calculated by reference to a single debt instrument or
basket of debt instruments.
The Entitlement in respect of Physical Delivery Debt Warrants will be
a specified amount of debt instruments of one or more issuers, as
applicable, subject to payment of the relevant Exercise Price and any
other sums payable.
Currency Warrants:
The Cash Settlement Amount in respect of Cash Settled Currency
Warrants will be calculated by reference to a single currency or basket
of currencies.
The Entitlement in respect of Physical Delivery Currency Warrants
will be a specified amount of the relevant currencies, subject to
payment of the relevant Exercise Price and any other sums payable.
Commodity Warrants:
The Cash Settlement Amount in respect of Cash Settled Commodity
Warrants will be calculated by reference to a single commodity or
basket of commodities.
The Entitlement in respect of Physical Delivery Commodity Warrants
will be a specified amount of commodities, subject to payment of the
relevant Exercise Price and any other sums payable.
Fund Warrants:
The Cash Settlement Amount in respect of Cash Settled Fund
Warrants will be calculated by reference to units or shares in a single
fund or basket of funds.
The Entitlement in respect of Physical Delivery Fund Warrants will
be a specified amount of fund shares or units, subject to payment of
the relevant Exercise Price and any sums payable.
8

Other Warrants:
Warrants relating to other underlying instruments or bases of
reference may be issued on such terms as may be determined by the
relevant Issuer and specified in the applicable Final Terms.
Equity Linked Securities (ELS)
A Call Warrant and a Put Warrant may be purchased and held
together as a unit and, when so purchased and held, for listing and
trading purposes, comprise an Equity Linked Security. Each ELS
comprises one Call Warrant and one Put Warrant.
Protected Equity Linked Securities A Call Warrant and a Put Warrant may be purchased and held
(PELS)
together as a unit and, when so purchased and held, for listing and
trading purposes, comprise a Protected Equity Linked Security. Each
PELS comprises one Call Warrant and one Put Warrant.

ELSs and PELs are together referred to as "Linked Securities".
Separation of Linked Securities into its An investor may separate a Linked Security into its component Call
component Warrants:
Warrant and Put Warrant. In order to separate a Linked Security, an
investor will need to comply with the "Separation Requirements" set
out in "Separation of Linked Securities" below which includes a
requirement that an investor who is not a Professional Investor will
have to have reviewed, signed and returned to the Professional
Investor which maintains directly or indirectly the Clearstream,
Luxembourg or Euroclear account in which such holding of such
Linked Security is held a "Separation Statement" substantially in the
form set out in "Separation of Linked Securities" below. In the event
that a Linked Security is separted into its component Call Warrant
and Put Warrant or as prior to a Lock-In-Date (as defined in the
applicable Final Terms), such Warrants will become exercisable on
such Lock-In-Date. Investors should note that, subject to the
information contained in this paragraph and the following paragraph,
no arrangements currently exist with Clearstream, Luxembourg and
Euroclear to enable investors to recombine a Call Warrant and a Put
Warrant into a Linked Security once such Linked Security has been
separated.

In addition, any Linked Security that is not separated into its
component Warrants on the Business Day immediately preceding the
Final Exercise Date (as defined in the applicable Final Terms) or, to
the extent that any Warrants are required pursuant to the relevant
Conditions to be exercised on a Lock-in Date, the Business Day
immediately preceding such Lock-in Date, will automatically be
separated into their component Call Warrants and Put Warrants and
Clearstream, Luxembourg and Euroclear will amend their records
accordingly. Such automatic separation will also occur upon any early
termination of the Warrants pursuant to the relevant Warrant
Conditions. The "Separation Requirements" set out below will not
apply on an automatic separation.
Exercise Rights:
European Style Warrants are only exercisable on the Exercise Date.
European Style Warrants where Automatic Exercise is not specified in
the applicable Final Terms with respect to which no Exercise Notice
has been delivered in the manner set out in Condition 6 at or prior to
10.00 a.m., Brussels or Luxembourg time (as appropriate) on the
Actual Exercise Date shall become void.
European Style Warrants which are Cash Settled Warrants where
Automatic Exercise is specified in the applicable Final Terms with
respect to which no Exercise Notice has been delivered in the manner
set out in Condition 6 at or prior to 10.00 a.m., Brussels or
Luxembourg time (as appropriate) on the Actual Exercise Date, shall
be automatically exercised on the Actual Exercise Date.
American Style Warrants are exercisable on any Exercise Business
Day during the Exercise Period.
American Style Warrants which are Cash Settled Warrants where
9

Automatic Exercise is not specified in the applicable Final Terms
with respect to which no Exercise Notice has been delivered in the
manner set out in Condition 6 at or prior to 10.00 a.m. Brussels or
Luxembourg time (as appropriate) on the Expiration Date shall
become void.
American Style Warrants which are Cash Settled Warrants where
Automatic Exercise is specified in the applicable Final Terms with
respect to which no Exercise Notice has been delivered in the manner
set out in Condition 6 at or prior to 10.00 a.m., Brussels or
Luxembourg time (as appropriate) on the Expiration Date, shall be
automatically exercised on the Expiration Date.
Form of Warrants:
The Warrants will be represented by a Global Warrant held by a
common depositary on behalf of the Clearing Systems. Definitive
Warrants will not be issued.
Clearing Systems:
Clearstream, Banking société anonyme and Euroclear Bank S.A./N.V.
or any additional clearing system approved by the relevant Issuer and
the Principal Warrant Agent from time to time.
Taxation and Expenses:
A holder of Warrants must pay all taxes, duties and/or expenses,
including any applicable depositary charges, transaction or exercise
charges, stamp duty, stamp duty reserve tax, issue, registration,
securities transfer and/or other taxes or duties arising in connection
with the exercise of such Warrants and/or, if applicable, the delivery
or transfer of the Entitlement relating to such Warrants.
The relevant Issuer shall not be liable for or otherwise obliged to pay
any tax, duty, withholding or other payment which may arise as a
result of the ownership, transfer, exercise or enforcement of any
Warrant by any person, and all payments made by the relevant Issuer
shall be made subject to any such tax, duty, withholding or other
payment which may be required to be made, paid, withheld or
deducted.
Status of Warrants:
The Warrants constitute direct, unsubordinated and unsecured
obligations of the relevant Issuer and rank equally among themselves
and will rank pari passu with all other present and future unsecured
and unsubordinated obligations of the Issuer (except as prescribed by
law).
Status of Guarantee:
Where the Issuer is BCCL, the Guarantee constitutes a direct,
unsecured and general obligation of the Guarantor and ranks and will
rank equally with all existing and future unsecured obligations of the
Guarantor, including those in respect of deposits, but excluding any
debts for the time being preferred by operation of law in bankruptcy
or other legal proceeding of a similar nature and any subordinated
obligations.
Listing and admission to trading:
Application has been made to the UK Listing Authority for Warrants
issued under the Programme to be admitted to the Official List and to
the London Stock Exchange for such Warrants to be admitted to
trading on the London Stock Exchange's Domestic Market.
Warrants and any Linked Securities may be listed or admitted to
trading, as the case may be, on other or further stock exchange(s) or
market(s) as determined by the Issuer. Warrants which are neither
listed nor admitted to trading on any market may also be issued.

The applicable Final Terms will state whether or not the relevant
Warrants are to be listed and/or admitted to trading and, if so, on
which stock exchanges and/or markets.
Governing Law:
The Warrants will be governed by, and construed in accordance with,
English law.
Selling Restrictions:
There are restrictions on the offer, sale and transfer of the Warrants in
the United States, the European Economic Area (including the United
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