Barclays PLC — Capital/Financing Update 2011

Mar 30, 2011

BARCLAYS BANK PLC

(incorporated with limited liability in England and Wales)

BARCLAYS CAPITAL (CAYMAN) LIMITED

(incorporated as an exempted company with limited liability in the Cayman Islands)

(guaranteed by Barclays Bank PLC)

PROGRAMME FOR THE ISSUANCE OF STRUCTURED INVESTMENT MANAGEMENT PLAN LINKED TO EQUITY (S.I.M.P.L.E.) NOTES

Programme and Guarantee

Under this Programme for the issuance of Structured Investment Management Plan Linked to Equity (S.I.M.P.L.E.) Notes (the "Programme"), Barclays Bank PLC (in its capacity as issuer of the Notes, the "Bank") may from time to time issue notes (the "Notes") denominated in sterling or any other currency agreed between the Bank and the Dealer (as defined below). The Notes issued under the Programme will be exchangeable into warrants (the "Warrants") issued by Barclays Capital (Cayman) Limited ("BCCL" and, together with the Bank, the "Issuers") and guaranteed by Barclays Bank PLC (in its capacity as such guarantor, the "Warrant Guarantor"). The Warrants can be exercised in order to obtain redeemable preference shares (the "Preference Shares") issued by BCCL and guaranteed by Barclays Bank PLC (in its capacity as such guarantor, the "Preference Share Guarantor" and, together with the "Warrant Guarantor", each a "Guarantor"). The Notes, the Warrants and the Preference Shares are together referred to in this Base Prospectus as the "Securities".

The Notes may be issued on a continuing basis to Barclays Bank PLC (in its capacity as a dealer, the "Dealer"), which appointment may be for a specific issue or on an ongoing basis.

Investment Risks

An investment in Securities issued under the Programme involves certain risks. For a discussion of these risks, see "Risk Factors".

Listing and Admission to Trading

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 Notes 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 Notes to be admitted to trading on the London Stock Exchange's regulated market.

References in this Base Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the London Stock Exchange's regulated market and have been admitted to the Official List. The London Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC (the "Markets in Financial Instruments Directive").

Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes, details of the Warrants for which the Notes will be exchangeable and the Preference Shares to be issued upon exercise of those Warrants and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out either (a) in a final terms document (the "Final Terms") which, with respect to Notes to be listed on the London Stock Exchange will be delivered to the UK Listing Authority and the London Stock Exchange or (b) in a prospectus (the "Prospectus") which will incorporate by reference certain parts of this Base Prospectus and will, with respect to Notes to be listed on the London Stock Exchange, be delivered to the UK Listing Authority and the London Stock Exchange. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Bank and the Dealer and as further set out in the relevant Final Terms. The Bank may also issue unlisted Notes and/or Notes not admitted to trading on any market. Warrants and Preference Shares issued under the Programme will not be listed or admitted to trading on any exchange.

Any person (an "Investor") intending to acquire or acquiring any securities from any person (an "Offeror") should be aware that, in the context of an offer to the public as defined in section 102B of the Financial Services and Markets Act 2000 ("FSMA"), the Bank may be responsible to the Investor for the Base Prospectus under section 90 of FSMA, only if the Bank has authorised that Offeror to make the offer to the Investor. Each Investor should therefore enquire whether the Offeror is so authorised by the Bank. If the Offeror is not authorised by the Bank, the Investor should check with the Offeror whether anyone is responsible for the Base Prospectus for the purposes of section 90 of FSMA in the context of the offer to the public, and, if so, who that person is. If the Investor is in any doubt about whether it can rely on the Base Prospectus and/or who is responsible for its contents it should take legal advice. Where information relating to the terms of the relevant offer required pursuant to the Prospectus Directive is not contained in the Base Prospectus, it will be the responsibility of the relevant Offeror at the time of such offer to provide the investor with such information.

This document is issued in replacement of and supersedes the Base Prospectus dated 30 March 2010 issued by the Bank. This does not affect any Securities issued by the Bank or BCCL, as the case may be, prior to the date of this Base Prospectus.

Arranger and Dealer

Barclays Capital

The date of this Base Prospectus is 30 March 2011.

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

The Bank accepts responsibility for the information contained in this Base Prospectus. To the best of the knowledge of the Bank (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.

The previous paragraph should be read in conjunction with the penultimate paragraph on the previous page of this Base Prospectus.

The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms. The credit ratings included or referred to in this Base Prospectus will be treated for the purposes of Regulation (EC) No 1060/2009 on credit rating agencies (the "CRA Regulation") as having been issued by Fitch Ratings Limited, Moody's Investor Service Limited and Standard & Poor's Credit Market Services Europe Limited, each of which is established in the European Union and has applied through its respective London office to be registered under the CRA Regulation, although the result of such applications has not yet been determined. As at the date of this Base Prospectus, the Bank is making public offers of Notes in the United Kingdom. Any investor in any such public offers should note that, if it has indicated acceptance of any such offer prior to the date of publication of this Base Prospectus, it has the right, within two working days of the date of such publication, to withdraw such acceptance.

Subject as provided in the applicable Final Terms, the only persons authorised to use this Base Prospectus in connection with an offer of Securities are the persons named in the applicable Final Terms as the Dealer and the persons named in or identifiable following the applicable Final Terms as the Financial Intermediaries, as the case may be.

AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY SECURITIES FROM AN OFFEROR WILL DO SO, AND OFFERS AND SALES OF THE SECURITIES TO AN INVESTOR BY AN OFFEROR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN PLACE BETWEEN SUCH OFFEROR AND SUCH INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS AND SETTLEMENT ARRANGEMENTS. THE BANK WILL NOT BE A PARTY TO ANY SUCH ARRANGEMENTS WITH INVESTORS (OTHER THAN THE DEALER) IN CONNECTION WITH THE OFFER OR SALE OF THE SECURITIES AND, ACCORDINGLY, THIS BASE PROSPECTUS AND ANY FINAL TERMS WILL NOT CONTAIN SUCH INFORMATION. THE INVESTOR MUST LOOK TO THE OFFEROR AT THE TIME OF SUCH OFFER FOR THE PROVISION OF SUCH INFORMATION. THE BANK HAS NO RESPONSIBILITY TO AN INVESTOR IN RESPECT OF SUCH INFORMATION.

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

The Dealer has not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealer as to the accuracy or completeness of the information contained or incorporated in this Base Prospectus or any other information provided by the Bank in connection with the Programme. The Dealer accepts no liability in relation to the information contained or incorporated by reference in this Base Prospectus or any other information provided by the Bank in connection with the Programme.

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

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

Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Securities shall in any circumstances imply that the information contained herein concerning the Bank and BCCL 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. The Dealer expressly does not undertake to review the financial condition or affairs of the Bank or BCCL during the life of the Programme or to advise any investor in the Securities of any information coming to its attention. Investors should review, inter alia, the most recently published documents incorporated by reference into this Base Prospectus when deciding whether or not to purchase any Securities.

Each investor by purchasing the Notes shall be deemed to acknowledge its understanding and acceptance on the date on which it purchases the Notes and so becomes a Noteholder that (a) it is acting for its own account and it has made its own independent decision to purchase the Notes or a direct or indirect interest (including by way of participation) in the Notes and as to whether such a holding is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary; (b) it is not relying on any communication (written or oral) of the Bank or any affiliate thereof as investment advice or as a recommendation to purchase the Notes or a direct or indirect interest (including by way of participation) in the Notes); (c) it is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts the terms, conditions and risks of holding the Notes and, if exchanged, the Warrants and, if exercised, the Preference Shares or a direct or indirect interest (including by way of participation) in the same; and (d) neither the Bank, nor any affiliate thereof is acting as a fiduciary for or an adviser to it in respect of the Securities.

The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended, (the "Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions, Securities may not be offered, sold or delivered within the United States or to U.S. persons (see "Subscription and Sale").

This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Securities 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 Securities may be restricted by law in certain jurisdictions. The Bank and the Dealer do not represent that this Base Prospectus may be lawfully distributed, or that any Securities may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Bank or the Dealer which would permit a public offering of any Securities outside the United Kingdom or distribution of this Base Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Securities 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 Securities may come must inform themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and the offering and sale of Securities. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of Securities in the United States, the European Economic Area (including the United Kingdom) and Japan, see "Subscription and Sale".

All references in this document to Sterling, GBP and £ refer to pounds sterling.

CONTENTS

	Page
Summary of the Programme	6
Risk Factors	11
Documents Incorporated by Reference	28
Form of the Securities	30
Form of the Applicable Final Terms	33
Terms and Conditions of the Notes	65
Terms and Conditions of the Warrants	103
Commodity Linked Annex	117
Equity Linked Annex	176
FX Linked Annex	197
Inflation Linked Annex	224
Description of the Preference Shares	247
Form of the Amended and Restated Guarantee	251
Description of the Issuers	255
Taxation	263
Selling Restrictions	267
General Information	270
Glossary of Defined Terms	272

In connection with the issue of any Tranche of Notes, the Dealer in its capacity as the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) may overallot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.

_________________________

SUMMARY OF THE PROGRAMME

This summary must be read as an introduction to this Base Prospectus and any decision to invest in any Securities 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 Bank 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 "Risk Factors", "Form of the Securities", "Terms and Conditions of the Notes", "Terms and Conditions of the Warrants" and "Description of the Preference Shares" shall have the same meanings in this summary.

General Description of the Issuers

THE BANK AND THE GROUP

Barclays Bank PLC (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 and head office at 1 Churchill Place, London, E14 5HP. The Bank was incorporated on 7 August 1925 under the Colonial Bank Act 1925 and on 4 October 1971 was registered as a company limited by shares under the Companies Act 1948 to 1967. Pursuant to The Barclays Bank Act 1984, on 1 January 1985, the 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 with an extensive international presence in Europe, United States, Africa and Asia. The whole of the issued ordinary share capital of the Bank is beneficially owned by Barclays PLC (the "Holding Company"), which is the ultimate holding company of the Group.

BARCLAYS CAPITAL (CAYMAN) LIMITED

Barclays Capital (Cayman) Limited ("BCCL") was incorporated in the Cayman Islands on 24 July 1989 for an unlimited duration and registered on 26 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 487, 4th Floor, FirstCaribbean House, 25 Main Street, George Town, Grand Cayman KY1-1106, Cayman Islands, British West Indies. Its registration number is 32968. BCCL is a wholly-owned direct subsidiary of the Bank.

BCCL was established for the purpose of inter alia issuing notes, certificates and 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.

Risk Factors

Investing in the Securities involves certain risks some of which have been identified by the Bank and are set out in more detail below in "Risk Factors". Risk Factors identified include alterations to business conditions and the general economy, the impact of current market volatility and recent market disruptions, certain credit, market, liquidity, capital, operational, financial crime, regulatory compliance, legal, insurance, business, competition and tax risks.

Other risks identified by the Bank are specific to the Securities and include (i) a range of additional risks related to the fact that the return on the Securities may be linked to a commodity, an equity, an FX rate, an index, inflation, a basket comprising a range or a combination of asset classes or other relevant underlying asset or assets (including commodity and fund baskets); (ii) the fact that, as complex financial instruments, the Securities may not be a suitable or permitted investment for all investors; (iii) the fact that there are additional settlement risks associated with the Securities; (iv) the fact that additional factors may affect the value and the trading price of the Securities; (v) the fact that credit ratings may not reflect all risks; (vi) the fact that the use of leverage can amplify gains or losses on the Securities; (vii) the fact that the Securityholders will have no claim on the Reference Assets; (viii) the fact that the Securities may involve foreign exchange risk; (ix) the fact that the Notes may be redeemed before their scheduled redemption date; (x) the fact that the Securities may be adjusted or cancelled in accordance with their conditions; (xi) the fact that the Securities may be affected by disruptions; (xii) the fact that fees may impact the value of the Securities; (xiii) the fact that the Securities may not be an effective hedging tool; (xiv) the fact that the Securities may be illiquid in the secondary market; (xv) the fact that the Issuer, the Guarantor and the Determination Agents may all experience conflicts of interests; (xvi) the fact that tax may affect the return on the Securities.

Description of the Securities

The Notes: Each Note will be issued by the Bank, may or may not pay interest and will be redeemed at its nominal amount (or at a premium above the nominal amount) at maturity (subject to any early redemption by the Bank). Upon redemption, the holder of each Note may, at its option, either (i) receive cash ("Cash Settlement") or (ii) direct the Bank to apply the cash redemption amount in purchasing a warrant issued by BCCL ("Physical Settlement"). Failure by the holder to elect Cash Settlement by a specified time will result in the Notes being subject to Physical Settlement. A Cash Settlement election duly made by the holder will be treated as void (and the Note will in that case be subject to Physical Settlement) if, on a pre-determined date (shortly before the maturity of the Note), the market value of the Warrant for which it may be exchanged (as determined by the Note Determination Agent) is less than the nominal amount of the Note. The Warrants: Each Warrant will be issued by BCCL and will entitle its holder to exercise the Warrant, at a price determined in accordance with a specified formula (typically linked to the performance of a commodity, an equity, an FX rate, an index, inflation, a basket comprising a range or a combination of asset classes or other underlying asset(s)), on a date which is typically a short period after the maturity date of the Note for which the Warrant was exchanged. The obligations of BCCL are guaranteed by the Bank. Each Warrant is

	exercisable for one Preference Share.
The Preference Shares:	Each Preference Share may be redeemed at any time after its issue date at a specified amount (generally a fixed amount plus an amount representing interest for the period the Preference Share remains in issue). No Preference Share carries any right to dividend or to vote at general meetings of BCCL. All payments in respect of the Preference Shares are guaranteed by the Bank. On a winding up of BCCL, each holder of an issued Preference Share is entitled only to receive the fixed redemption amount of the Preference Share.
Description of the Programme:	Programme for the issuance of Structured Investment Management Plan Linked to Equity (S.I.M.P.L.E.) Notes
Arranger:	Barclays Bank PLC
Dealer:	Barclays Bank PLC
Principal Notes Agent:	The Bank of New York Mellon
Principal Warrant Agent:	The Bank of New York Mellon
Registrar in respect of Uncertificated Registered Notes:	Computershare Investor Services PLC
Paying Agent in respect of the Preference Shares:	The Bank of New York Mellon
Currencies:	The Securities will be denominated in Sterling or any other currency agreed between the Bank and the Dealer and will be specified in the applicable Final Terms.
Maturities:	The Notes will have such maturities as may be agreed between the Bank and the Dealer and will be specified in the applicable Final Terms.
Note Issue Price:	Notes may be issued at an issue price which is at par or at a discount to, or premium over, par and will be specified in the applicable Final Terms.
Form of the Notes:	The applicable Final Terms will specify whether the relevant Notes will be issued in global bearer form ("Bearer Notes") or in uncertificated registered form ("Uncertificated Registered Notes").
	Uncertificated Registered Notes will be held in uncertificated form in accordance with the Uncertificated Securities Regulations 2001, including any modification or re enactment thereof for the time being in force (the "Regulations"). The Uncertificated Registered Notes are participating securities

for the purposes of the Regulations. Title to the Uncertificated Registered Notes is recorded on the relevant

	Operator register of corporate securities (as defined in the Regulations) and the relevant "Operator" (as such term is used in the Regulations) is Euroclear UK & Ireland. Limited or any additional or alternative operator from time to time approved by the Bank and the Registrar and in accordance with the Regulations. Notes in definitive registered form will not be issued (either upon issue or in exchange for Uncertificated Registered Notes).
	The Registrar will make all payments in respect of Uncertificated Registered Notes.
Form of the Warrants:	The Warrants will be issued in global registered form.
Form of the Preference Shares:	The Preference Shares will be issued in registered form.
Denomination of Notes:	The Notes will be issued in the denomination of £1.00 or such higher amount as may be agreed between the Bank and the Dealer and will be specified in the applicable Final Terms.
Taxation:	All payments in respect of the Notes will be made without deduction for or on account of withholding taxes imposed by the United Kingdom, unless required by law. In that event, the Bank will, save in certain limited circumstances provided in Note Condition 8, be required to pay additional amounts to cover the amounts so deducted.
Substitution of the Bank:	The Bank may be substituted as primary obligor under the Notes or as guarantor in respect of the Warrants and the Preference Shares at any time by any entity with a long-term rating at least equivalent to that of the Bank.
Substitution of BCCL:	BCCL may be substituted as the obligor under the Warrants at any time by any entity provided that the obligations of the new obligor are guaranteed by the Bank. If BCCL is so substituted, arrangements will be made to ensure that the Preference Shares into which Warrants previously issued by BCCL or to be issued by the new obligor may be exercised will be issued by the new obligor.
Negative Pledge:	None
Cross Default:	None
Status of the Notes:	The Notes will constitute unconditional, unsecured and unsubordinated obligations of the Bank and will rank equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of the Bank (except for such obligations as may be preferred by provisions of law that are both mandatory and of general application).

• Status of the Warrants: The Warrants will constitute direct unsubordinated and unsecured obligations of BCCL and will rank equally among themselves and pari passu with all other present and future unsecured and unsubordinated obligations of BCCL (except as prescribed by law).
• Guarantee of the Warrants and the Preference Shares: The obligations of BCCL under the Warrants and the Preference Shares are unconditionally and irrevocably guaranteed by the Bank. The guarantee constitutes an unconditional, unsecured and unsubordinated obligation of the Bank.
• Listing and admission to trading: Application has been made to the UK Listing Authority for Notes issued under the Programme to be admitted to the Official List and to the London Stock Exchange for such Notes to be admitted to trading on the London Stock Exchange's regulated market.

Notes may be listed or admitted to trading, as the case may be, on other or further stock exchanges or markets agreed between the Bank and the Dealer in relation to a particular Series. Notes which are neither listed nor admitted to trading on any market may also be issued. The Warrants and the Preference Shares will not be listed or admitted to trading on any stock exchange.

The applicable Final Terms will state whether or not the relevant Notes are to be listed and/or admitted to trading and, if so, on which stock exchanges and/or markets.

• Governing Law: The Notes and the Warrants will be governed by, and construed in accordance with, English law. The Preference Shares are shares in the capital of a Cayman Islands company.
• Selling Restrictions: There are restrictions on the offer, sale and transfer of the Securities in the United States, the European Economic Area (including the United Kingdom) and Japan and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Securities, see "Subscription and Sale".

RISK FACTORS

Prospective investors should consider carefully the risks set forth below and the other information contained in this Base Prospectus prior to making any investment decision with respect to the Securities. Prospective investors should ensure that they also consider any additional risks specific to the type of Securities they are considering purchasing, including the factors set out on pages 120 to 179 in respect of Commodity Linked Securities, 180 to 200 in respect of Equity Linked Securities, 201 to 227 in respect of FX Linked Securities and 228 to 250 in respect of Inflation Linked Securities (together, the "Product Specific Risk Factors").

Each of the risks highlighted below and in the Product Specific Risk Factors could have a material adverse effect on the Bank's business, operations, financial condition or prospects, which, in turn, could have a material adverse effect on the return which investors will receive in respect of the Securities. In addition, each of the risks highlighted below and in the Product Specific Risk Factors could adversely affect the trading price of the Securities or the rights of investors under the Securities and, as a result, investors could lose some or all of their investment.

Prospective investors should note that the risks described below and in the Product Specific Risk Factors are not the only risks the Bank and/or BCCL face. The Bank has described only those risks that it considers to be material. There may be additional risks that the Bank currently considers not to be material or of which it is not currently aware, and any of these risks could have the effects set forth above.

Factors that may affect the Bank's or BCCL's ability to fulfil their respective obligations under Securities issued under the Programme

Risks relating to the Bank and the Group

Business conditions and the general economy

The Bank operates a universal banking business model and its services range from current accounts for personal customers to inflation-risk hedging for governments and institutions. The Group also has significant activities in a large number of countries. Consequently, there are many ways in which changes in business conditions and the general economy can adversely impact profitability, whether at the level of the Group, the individual business units or specific countries of operation. The Group's stress testing framework helps it to understand the impact of changes in business conditions and the general economy, as well as the sensitivity of its business goals to such changes and the scope of management actions to mitigate their impact. The general recovery in the global economy resulted in an improvement in credit conditions in the Group's main markets during 2010. In the UK, the economy recovered slightly during 2010 reflecting the lower than expected growth in unemployment rates, the sustained low interest rate environment and moderate GDP growth. However, a slowdown in growth was evident in the fourth quarter of 2010 which is likely to lead to uncertainty in the near term. In addition, persistent unemployment and inflation, fiscal tightening, the possibility of weakening house prices, and possible rising oil prices may have an adverse impact on the strength of the recovery which could increase the risk that a higher proportion of the Group's customers and counterparties may be unable to meet their obligations. Economic credit conditions have also continued to show signs of improvement in many other key geographies, although in Spain the housing sector remains depressed which led to significantly increased impairment in the Group's Spanish wholesale portfolios in 2010. Unemployment rates remain high in the U.S.

The business conditions facing the Group in 2011 are subject to significant uncertainties, most notably:

– the extent and sustainability of economic recovery particularly in the UK, U.S., Spain and South Africa;

• the dynamics of unemployment particularly in the UK, U.S., Spain and South Africa and the impact on delinquency and charge-off rates;
• the speed and extent of possible rises in interest rates in the UK, U.S., South Africa and the Eurozone;
• the possibility of any further falls in residential property prices in the UK, South Africa and Western Europe;
• the impact of potentially deteriorating sovereign credit quality;
• the potential for single name losses in different sectors and geographies where credit positions are sensitive to economic downturn;
• the potential impact of increasing inflation on economic growth and corporate profitability;
• possible deterioration in the Group's remaining credit market exposures, including commercial real estate, leveraged finance and a loan to Protium Finance LP ("Protium");
• changes in the value of Sterling relative to other currencies, which could increase risk weighted assets and therefore raise the capital requirements of the Group;
• continued turmoil in the Middle East and North Africa region could result in loss of business in the affected countries, increased oil prices, increased volatility and risk aversion to this region; and
• the liquidity and volatility of capital markets and investors' appetite for risk, which could lead to a decline in the income that the Group receives from fees and commissions.

Regulatory changes

As noted in "The Bank and the Group — Competition and Regulatory Matters", 2010 has seen significant regulatory change. Issues dealt with in 2010 included:

• The Independent Commission on Banking (the "ICB"): The ICB has been charged by the UK Government with reviewing the UK banking system. Its findings are expected by September 2011. Although the ICB has yet to make recommendations, and it is not possible to predict what the UK Government's response to any recommendations that are made will be, there is a possibility that the ICB could recommend change to the structure of UK banks which may require the Bank to make major changes to its structure and business.
• Recovery and Resolution Plans: There has been a strong regulatory focus on resolvability in 2010, both from UK and international regulators. The Group has been engaged, and continues to be engaged, with the authorities on taking forward recovery planning and identifying information that would be required in the event of a resolution.
• The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "DFA"): The DFA will have an impact on the Group and its business. The full scale of this impact remains unclear as many of the provisions of the DFA require rules to be made to give them effect and this process is still under way.

Retail and wholesale credit risk

Credit risk is the risk of the Group suffering financial loss if any of its customers, clients or market counterparties fails to fulfil their contractual obligations to the Group. The granting of credit is one of the Group's major sources of income and, as the most significant risk, the Group dedicates considerable resources to its control. The credit risk that the Group faces arises mainly from wholesale and retail loans and advances together with the counterparty credit risk arising from derivative contracts entered into with its clients. Other sources of credit risk arise from trading activities, including debt securities, settlement balances with market counterparties, available for sale assets and reverse repurchase loans. However, credit risk may also arise where the downgrading of an entity's credit rating causes a fall in the value of the Group's investment in that entity's financial instruments. Specific areas and scenarios where credit risk could lead to higher impairment charges in future years include:

• credit market exposures;
• sovereign risk; and
• economic uncertainty.

Barclays Capital holds certain exposures to credit markets that became illiquid during 2007. These exposures primarily relate to commercial real estate, leveraged finance and a loan to Protium.

Credit risk may also be manifested as sovereign risk where difficulties may arise in the country in which the exposure is domiciled, thus impeding or reducing the value of the assets, or where the counterparty may be the country itself. The EU deficits approached very high levels during 2010, leading to a loss of market confidence in certain countries to which the Group is exposed.

In a recessionary environment, such as that seen in past years in UK, the U.S. and other economies, credit risk increases. However, more recently, conditions have continued to show signs of improvement in many key markets, although the UK has experienced a slowdown in growth in the fourth quarter of 2010, U.S. unemployment rates remain high and the Spanish housing sector continues to be depressed, impacting the Group's wholesale and retail credit risk exposures. In particular, in Spain, the Group has experienced elevated impairment across its operations, following a marked reduction in construction activity and shrinking consumer spending.

Market risk

Market risk is the risk that the Group's earnings or capital, or its ability to meet business objectives, will be adversely affected by changes in the level or volatility of market rates or prices such as interest rates, credit spreads, commodity prices, equity prices and foreign exchange rates. The main source of risk are traded market risk, non-traded interest rate risk, translational foreign exchange risk and pension risk. Traded risk resides primarily in Barclays Capital while non-traded market risk resides mainly in Global Retail Banking, Barclays Corporate, Barclays Wealth and Group Treasury.

While the Group is exposed to continued market volatility, Barclays Capital's trading activities are principally a consequence of supporting customer activity.

The Group is exposed to three main types of non-traded interest rate risk:

• fixed rate loans and deposits that are not hedged or matched;
• structural risk due to variability of earnings on structural product and equity balances which have no contractual maturity and an interest rate which does not move in line with the base rate; and
• margin compression.

Capital risk

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

• ensure the financial holding company is well capitalised relative to the minimum regulatory capital requirements set out by the FSA and U.S. Federal Reserve where regulated activities are undertaken. The Group's authority to operate as a bank is dependent upon the maintenance of adequate capital resources;

• ensure locally regulated subsidiaries can meet their minimum regulatory requirements;

• support the Group's risk appetite and economic capital requirements; and

• support the Group's credit rating. A weaker credit rating would increase the Group's cost of funds.

Regulators assess the Group's capital position and target levels of capital resources on an ongoing basis. There have been a number of recent developments in regulatory capital requirements which are likely to have a significant impact on the Group. Most significantly, during 2010, the Second and Third Capital Requirement Directives and the guidelines from the Basel Committee on Banking Supervision for strengthening capital requirements (so-called Basel III) were finalised. Aligned to this, markets and credit rating agencies now expect equity capital levels significantly in excess of the current regulatory minimum.

Liquidity risk

Liquidity risk is the risk that the Group is unable to meet its obligations as they fall due as a result of a sudden, and potentially protracted, increase in net cash outflows. Such outflows would deplete available cash resources for client lending, trading activities, and investments. In certain adverse circumstances, lack of liquidity could result in reductions in balance sheet and sales of assets, or potentially an inability to fulfil lending commitments. These outflows could be principally through customer withdrawals, wholesale counterparties removing financing, ratings downgrades or loan drawdowns. These outflows could be the result of general market dislocations or specific concerns about the Group.

This could result in:

• limited ability to support client lending, trading activities and investments;
• forced reduction in balance sheet and sales of assets;
• inability to fulfil lending obligations; and
• regulatory breaches under the liquidity standards introduced by the FSA on 1 December 2009.

People risk

People risk arises from failures of the Group to manage its key risks as an employer, including lack of appropriate people resource, failure to manage performance and reward, unauthorised or inappropriate employee activity and failure to comply with employment-related requirements. Failure to manage performance and reward in an appropriate manner can ultimately lead to lack of suitable people resource which may ultimately have a negative impact on profits generated by the Group.

During 2010, external regulatory developments in relation to remuneration continued to impact the People Risk. On 17 December 2010, the FSA published its final Remuneration Code following its July 2010 Consultation Paper. The Remuneration Code was updated in order to implement the remuneration rules required by the Third Capital Requirements Directive and the Financial Services Act 2010. The Remuneration Code applies to remuneration paid from 1 January 2011, including remuneration in respect of 2010 performance.

Legal risk

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

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

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

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

• liability for damages may be incurred to third parties harmed by the conduct of the Group's business.

The Group faces risk where legal proceedings are brought against it. Regardless of whether such claims have merit, the outcome of legal proceedings is inherently uncertain and could result in financial loss. Defending legal proceedings can be expensive and time-consuming and there is no guarantee that all costs incurred will be recovered even if the Group is successful. Although the Group has processes and controls to manage legal risks, failure to manage these risks could impact the Group adversely, both financially and by reputation.

Regulatory risk

Regulatory risk arises from a failure or inability to comply fully with the laws, regulations or codes applicable specifically to the financial services industry. Non-compliance could lead to fines, public reprimands, damage to reputation, increased prudential requirements, enforced suspension of operations or, in extreme cases, withdrawal of authorisations to operate. The Group's businesses and earnings can be affected by the fiscal or other policies and other actions of various governmental and regulatory authorities in the UK, EU, U.S. and elsewhere, which are all subject to change. The regulatory response to the financial crisis has led to very substantial regulatory changes in the UK, EU and U.S. and in the other countries in which the Group operates. It has also led to a change in the style of supervision in a number of territories, with a more assertive approach being demonstrated by the authorities.

Two specific matters that directly impact the Group are the Banking Act 2009 and the Financial Services Compensation Scheme:

Banking Act 2009

The Banking Act 2009 (the "Banking Act") provides a permanent regime to allow the FSA, the UK Treasury and the Bank of England to resolve failing banks in the UK. Under the Banking Act, these authorities are given powers, including (a) the power to issue share transfer orders pursuant to which all or some of the securities issued by a bank may be transferred to a commercial purchaser or Bank of England entity and (b) the power to transfer all or some of the property, rights and liabilities of the UK bank to a purchaser or Bank of England entity. A share transfer order can extend to a wide range of securities including shares and bonds issued by a UK bank (including the Bank) or its holding company (Barclays PLC) and warrants for such shares and bonds. The Banking Act powers apply regardless of any contractual restrictions and compensation may be payable in the context of both share transfer orders and property appropriation.

The Banking Act also gives the Bank of England the power to override, vary or impose contractual obligations between a UK bank or its holding company and its former group undertakings for reasonable consideration, in order to enable any transferee or successor bank of the UK bank to operate effectively. There is also power for the Treasury to amend the law (excluding provisions made by or under the Banking Act) for the purpose of enabling it to use the regime powers effectively, potentially with retrospective effect. In addition, the Banking Act gives the Bank of England statutory responsibility for financial stability in the UK and for the oversight of payment systems.

Financial Services Compensation Scheme

Banks, insurance companies and other financial institutions in the UK are subject to the Financial Services Compensation Scheme (the "FSCS") where an authorised firm is unable or is likely to be unable to meet claims made against it because of its financial circumstances. Most deposits made with branches of the Bank within the European Economic Area (the "EEA") which are denominated in Sterling or other EEA currencies (including the Euro) are covered by the FSCS. Most claims made in respect of investment business will also be protected claims if the business was carried on from the UK or from a branch of the bank or investment firm in another EEA member state. The FSCS is funded by levies on authorised UK firms such as the Bank. As of 31 December 2010, the Group had accrued £63 million (2009: £108 million) for its share of the levies. The provision is based on estimates of the Group's market participation in the relevant charging periods and the interest the FSCS will pay on the facilities provided by HM Treasury in support of its obligations to depositors of banks declared in default (such facilities were, as at 31 December 2010, estimated by the Group to amount to £20 billion). While it is anticipated that the substantial majority of these facilities will be repaid wholly from recoveries from the institutions concerned, there is the risk of a shortfall, such that the FSCS may place additional levies on FSCS participants. As at the date of this document, it was not possible to estimate the amount of any potential additional levies or the Group's share. Consequently, in the event that the FSCS raises funds, raises those funds more frequently or significantly increases the levies to be paid by firms, the associated costs to the Group may have a material impact on the Group's results and financial condition.In addition, among other things, the Bribery Act 2010, which applies to UK companies worldwide, has created an offence of failure by a commercial organisation to prevent a bribe being paid on its behalf. However, it will be a defence if the organisation has adequate procedures in place to prevent bribery. In addition, Payment Protection Insurance ("PPI") has been under scrutiny by the UK competition authorities and financial services regulators. The UK Competition Commission ("CC") has undertaken an in-depth enquiry into the PPI market which has resulted in the CC introducing a number of remedies including a prohibition on sale of PPI at the point of sale. Furthermore, a judicial review has been launched regarding the treatment of PPI complaints by the FSA and Financial Ombudsman Service.

As announced on 18 August 2010, the Bank reached settlements with certain U.S. authorities in relation to the investigation by those agencies into compliance with U.S. sanctions and U.S. dollar payment practices. In addition, an Order to Cease and Desist has been issued upon consent by the Federal Reserve Bank of New York and the New York State Banking Department.

Other future regulatory changes may potentially restrict the Group's operations, mandate certain lending activity and impose other compliance costs.

Operations risk

Operations risk is the risk of losses from inadequate or failed internal processes and systems, caused by human error or external events. These risks are transaction operations, new product development, premises and security, external suppliers, payments process, information, data quality and records management.

Fraud risk

Fraud risk is the risk that the Group suffers losses as a result of internal and external fraud.

Technology risk

Technology is a key business enabler and requires an appropriate level of control to ensure that the most significant technology risks are effectively managed. Technology risk includes the nonavailability of IT systems, inadequate design and testing of new and changed IT solutions and inadequate IT system security. Similar to many large organisations, the Group is exposed to the risk that systems may not be continually available.

Financial reporting risk

Financial reporting risk arises from a failure or inability to comply fully with the laws, regulations or codes in relation to the disclosure of financial information. Non-compliance could lead to fines, public reprimands, damage to reputation, enforced suspension of operations or, in extreme cases, withdrawal of authorisations to operate.

The International Accounting Standards Board is undertaking a significant programme of revision to IFRS which it aims to complete by 30 June 2011. The final form of IFRS requirements, the time period over which new requirements will need to be applied and the impact on the results and financial position is not yet known.

Following the financial crisis, the financial reporting of banks has been subject to greater scrutiny. This has included consideration of accounting policies, accounting for particular transactions and financial statement disclosures. For the Bank this includes reviewing the decision not to consolidate Protium.

Taxation risk

The Group is subject to the tax laws in all countries in which it operates, including tax laws adopted at an EU level. A number of double taxation agreements entered between two countries also impact on the taxation of the Group. Tax risk is the risk that the Group suffers losses associated with changes in tax law or in the interpretation of tax law. It also includes the risk of failure to comply with procedures required by tax authorities. Failure to manage tax risks could lead to an additional tax charge. It could also lead reputational damage or a financial penalty for failure to comply with required tax procedures or other aspects of tax law. If, as a result of a particular tax risk materialising, the tax costs associated with particular transactions are greater than anticipated, it could affect the profitability of those transactions.

Risks relating to BCCL

BCCL was established for the purpose of inter alia issuing notes, certificates and warrants and buying and selling options. It is the policy of the Directors of BCCL to hedge fully the liabilities of BCCL arising under notes and warrants issued by BCCL. If, for any reason, BCCL's hedging strategy did not prove effective, the operations of BCCL could be materially adversely affected.

RISKS RELATING TO THE SECURITIES

General Considerations

The Securities involve a degree of risk, which may include interest rate, corporate, market, foreign exchange, time value and/or political risks, as well as other risks arising from fluctuations in the level, price, value or performance of, or events impacting, any relevant Reference Assets (as defined in Note Condition 21) or other factors to which the Securities are linked and any Relevant Annexes specified in the applicable Final Terms (each a "Relevant Annex") to which the return on the Securities may be linked, and general risks applicable to the stock and capital markets.

In order to realise a return upon an investment in a Security linked to one or more Reference Assets, an investor must have correctly anticipated the direction, timing and magnitude of an anticipated change in the value of the relevant Reference Assets relative to the Note Issue Price. If the value of the relevant Reference Assets does not increase, or decreases, as the case may be, before such Security is redeemed or exercised, as the case may be, part or all of the investor's investment in such Security may be lost on such redemption or exercise.

Assuming all other factors are held constant, the lower the value of a Security and the shorter the remaining term of a Security to redemption, exercise or expiration, the greater the risk that the purchaser of such Security will lose all or part of their investment. The only means through which a Securityholder can realise value from a Security prior to its scheduled redemption date or exercise date, as applicable, is to sell it at its then market price in an available secondary market. See "Possible Illiquidity of the Securities in the Secondary Market" below.

There can be no assurance that a Securityholder will be able to sell any Securities prior to their scheduled redemption date or exercise date, as applicable, at a price equal to or greater than the market value of the Securities on the Note Issue Date and such holder may only be able to sell Securities at a discount, which may be substantial, to the Note Issue Price. Furthermore, if any Securityholder sells its Securities, the purchaser will likely be charged a commission for secondary market transactions, or the price will likely reflect a dealer discount.

A variety of Securities may be issued under the Programme including Securities where the overall return, including the quantum and/or payment of interest, may be dependent upon the level, price, value or performance of one or more Reference Assets and/or such factor as compared to a specified level, price, value, barrier, threshold, trigger or other factor, as specified in the applicable Final Terms.

Prospective investors in Securities linked to one or more Reference Assets should not take the past performance of any Reference Asset as an indication of the future performance of that Reference Asset during the term of any Security.

Interest

The Notes may bear interest at a rate that may be contingent and/or may vary from one interest period to the next. The interest payable on such Notes may be calculated by reference to:

• (i) the number of days in a specified period on which a specified rate and/or price, value or level of one or more Reference Assets has a particular value, is within a specified range or is above/below a specified value, price or level; and/or
• (ii) the rate for the immediately preceding Interest Calculation Period; and/or
• (iii) a range accrual faction, multiplier or other factor; and/or
• (iv) such other method or formulae as may be specified in the applicable Final Terms.

The interest for any Interest Calculation Period may be less than the rate that the Bank (or any other bank) may pay in respect of deposits for an equivalent period and may be zero.

The Securities may not be a suitable investment for all investors

Each prospective investor in the Securities must determine the suitability of that investment in light of its own circumstances. In particular, each prospective investor should:

• (i) have sufficient knowledge and experience to evaluate the Securities, the merits and risks of investing in the Securities and the information contained or incorporated by reference in this Base Prospectus or any applicable supplement and all information contained in the applicable Final Terms and any applicable Relevant Annex;
• (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Securities and the impact the Securities will have on its overall investment portfolio;
• (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Securities;
• (iv) understand thoroughly the terms of the Securities and be familiar with the behaviour of any relevant assets, indices and financial markets; and
• (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

In addition, an investment in Commodity Linked Securities, Equity Linked Securities, FX Linked Securities or Inflation Linked Securities, as the case may be, or Notes or Warrants linked to other assets or bases of reference, may entail significant risks not associated with investments in conventional securities such as debt or equity securities, including, but not limited to, the risks set out in this Section "Risks Relating to the Securities" and the Product Specific Risk Factors set out in this Base Prospectus.

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

Settlement Risk

Payments and deliveries in respect of the Securities are subject to certain conditions to settlement. If the Issuer determines in its sole and absolute discretion that any condition to settlement to be satisfied by a Securityholder has not been satisfied in full in respect of the Securities, payment or delivery of the relevant amount or security to such Securityholder will be postponed until all conditions to settlement have been satisfied in full. No additional amounts will be payable or deliverable by the Issuer or the Guarantor because of any such postponement. Prospective investors should familiarise themselves with, and understand, the conditions to settlement relating to the Securities.

If the conditions to settlement to be satisfied by a Warrantholder have not been satisfied by the relevant time on the Preference Shares Redemption Date specified in the applicable Final Terms, the relevant warrants will become void and the Warrant Issuer and Guarantor will cease to have any obligation to deliver the relevant Preference Shares to the Warrantholder.

Settlement Disruption Risk

In the case of any Notes the redemption proceeds in respect of which are to be applied in purchasing Warrants and in the case of the Warrants, the relevant Determination Agent may determine that a Settlement Disruption Event is subsisting. Any such determination may affect the value of the relevant Security and/or may delay settlement in respect of the Security. If the Settlement Disruption Event exists for more than 10 relevant business days, the relevant Issuer will have the right to either (i) deliver the Warrants or the Preference Shares, as the case may be, using such other commercially reasonable manner as it may select or (ii) pay a cash settlement amount in lieu of delivering the relevant entitlement. Such a determination may have an adverse effect on the value of the relevant Security.

Certain Factors Affecting the Value and Trading Price of Securities

Generally, Securities offer investment diversification opportunities, but also pose some additional risks with regard to interim value during the term of the Securities. The interim value of the Securities is affected by a number of factors, including but not limited to:

• (i) market interest rates;
• (ii) fluctuations in currency exchange rates;
• (iii) fluctuations in commodities prices;
• (iv) the liquidity of the Securities in the secondary market;
• (v) the time remaining to any redemption date, exercise date or expiration date, as applicable; and

(vi) economic, financial, regulatory, political, terrorist, military or other events in one or more jurisdictions, including factors affecting capital markets generally or the stock exchanges on which any Securities may be traded.

In addition to the factors above, the interim value of Securities linked to one or more Reference Assets will also vary with the price and/or level of the applicable Reference Assets and is affected by a number of other factors, including but not limited to:

• (i) the value and volatility of the Reference Asset(s);
• (ii) where the Reference Assets are equity securities, the dividend rate on the Reference Assets and the financial results and prospects of the issuer of each Reference Asset;
• (iii) the liquidity of any Reference Assets in the secondary market; and
• (iv) economic, financial, regulatory, political, terrorist, military or other events in one or more jurisdictions, including factors affecting the stock exchange(s) on which any Reference Assets may be traded.

Due to the additional risk characteristics of such Securities, prospective investors of Securities linked to one or more Reference Assets should be experienced with respect to options and option transactions, should understand the risks of transactions involving the relevant Securities and should reach an investment decision only after careful consideration, with their advisers when appropriate, of the suitability of such Securities in light of their particular financial circumstances, the information set forth herein and the information regarding the relevant Securities and the particular index (or basket of indices), share (or basket of shares), currency (or basket of currencies), commodity (or basket of commodities), rate of inflation or other asset or basis of reference to which the value of the relevant Securities may relate, as specified in the applicable Final Terms.

Before selling Securities, holders of such Securities should carefully consider, among other things, (a) the trading price of the relevant Securities, (b) the value and volatility of the Reference Asset as specified in the applicable Final Terms (if applicable), (c) the time remaining to redemption or exercise, (d) any changes in interim interest rates and dividend yields if applicable, (e) any changes in currency exchange rates, (f) the depth of the market or liquidity of any applicable Reference Assets and (g) any related transaction costs.

Credit Ratings may not Reflect all Risks and Effect of Credit Rating Reduction

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

The value of the Securities is expected to be affected, in part, by investors' general appraisal of the creditworthiness of the Group. Such perceptions are generally influenced by the ratings accorded to the outstanding securities of the Bank by standard statistical rating services, such as Moody's Investors Service Limited ("Moody's"), Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. ("Standard & Poor's") and Fitch Ratings Ltd. ("Fitch"). A reduction in the rating, if any, accorded to outstanding debt securities of the Bank by one of these or other rating agencies could result in a reduction in the trading value of the Securities.

Use of leverage factors over 100 per cent. or 1.00 can amplify losses and gains on Securities

Where the terms and conditions of the Securities provide that the return, including any interest payable, on such Securities is based upon the performance, price, value or level of one or more Reference Assets multiplied by a leverage factor which is over 100 per cent. or 1.00, the purchaser may participate disproportionately in any positive performance and/or may have a disproportionate exposure to any negative performance of the Reference Assets. Due to this leverage effect, such Securities represent a very speculative and risky form of investment since any loss in the value of the Reference Assets carries the risk of a correspondingly higher loss.

Securityholders will have no claim against any Reference Asset

A Security linked to one or more Reference Assets will not represent a claim in respect of any Reference Asset (or any issuer, sponsor, manager, obligor or other connected person in respect of a Reference Asset) and, in the event that the return on the Security is less than the Issue Price of such Security, a holder will not have recourse under such Security to any Reference Asset (or any issuer, sponsor, manager, obligor or other connected person in respect of a Reference Asset). Securities linked to one or more Reference Assets are not in any way sponsored, endorsed or promoted by any issuer, sponsor, manager, obligor or other connected person in respect of any Reference Assets and such entities have no obligation to take into account the consequences of their actions on any Securityholder.

Securities with foreign exchange risks

Where the applicable Final Terms of the Securities provide that the Specified Currency is different to the currency of the Reference Assets, the investors in such Securities may be exposed not only to the performance of the Reference Assets but also to the performance of such Specified Currency which cannot be predicted as well as the relative performance of the Specified Currency and the currency of the relevant Reference Assets. Prospective investors should be aware that foreign exchange rates are, and have been, highly volatile and determined by supply and demand for currencies in the international foreign exchange markets, which are subject to economic factors, including inflation rates in the countries concerned, interest rate differences between the respective countries, economic forecasts, international political factors, currency convertibility and safety of making financial investments in the currency concerned, speculation and measures taken by governments and central banks (for example, imposition of regulatory controls or taxes, issuance of a new currency to replace an existing currency, alteration of the exchange rate or exchange characteristics by devaluation or revaluation of a currency or imposition of exchange controls with respect to the exchange or transfer of a specified currency that would affect exchange rates as well as the availability of a specified currency). Foreign exchange fluctuations between an investor's home currency and the Specified Currency may affect investors who intend to convert gains or losses from the exercise or sale of Securities into their home currency.

The Notes may be redeemed prior to their scheduled redemption date

The applicable Final Terms for a particular Series of Notes may provide that the Note Issuer has a right to redeem the Notes prior to their scheduled redemption date. If market interest rates decrease below their level at the relevant Note Issue Date, the risk to Noteholders that the Note Issuer will exercise its right of early redemption increases. As a consequence, the yields received upon redemption may be lower than expected, and the relevant early cash settlement amount in respect of the Notes may be lower than the Note Issue Price paid by the Noteholder and may be zero. As a consequence, the Noteholder may not receive the total amount of the capital invested. In addition, investors that choose to reinvest monies they receive through an early redemption may be able to do so only in securities with a lower yield than the redeemed Notes.

The applicable Final Terms for a particular Series of Notes may provide that the Issuer may, or will (if automatic early redemption is specified in the applicable Final Terms), redeem the Notes prior to their scheduled redemption date if a Specified Early Redemption Event occurs. A Specified Early Redemption Event may relate to the level, price, value or performance of one or more Reference Assets and/or such factor as compared to a specified level, price, value, barrier, threshold, trigger or other factor, as specified in the applicable Final Terms. The relevant redemption amount or the value of the Warrants received by Noteholders in such circumstances may be lower than the Note Issue Price paid by the Noteholder and may be zero. As a consequence, upon such redemption the Noteholder may not receive the total amount of the capital invested. In addition, investors that choose to reinvest monies they receive through an early redemption may be able to do so only in securities with a lower yield than the redeemed Notes. Accordingly, such early redemption may affect the return on, and value of, the Securities.

Principal protected Securities are only principal protected to the extent that the Securities are held to maturity. As such, if principal protected Securities are redeemed or cancelled early Securityholders may lose some or all of their principal.

Adjustment to or early redemption or cancellation of the Securities and reinvestment risk following an Additional Disruption Event

If an Additional Disruption Event occurs, the relevant Issuer will either (i) request the relevant Determination Agent to adjust the terms and conditions of the Securities (without the consent of the Securityholders) or (ii) procure the early redemption or cancellation of such Securities, in each case, in accordance with the relevant Conditions, any applicable Relevant Annex and the applicable Final Terms. An investor in such Securities should be aware that depending on the terms and conditions of the Security in question, the early cash settlement amount payable on any redemption may be less than the Securityholder's initial investment. Following any such early redemption or cancellation of Securities, an investor in such Securities may not be able to reinvest the amount received at any effective interest rate as high as the interest rate or yield on the Securities being redeemed or cancelled and may only be able to do so at a significantly lower rate. Investors in Securities should consider reinvestment risk in light of other investments available at that time.

Early Redemption or Cancellation of Securities

If the Securities are redeemed or cancelled prior to their due date for redemption or exercise (including as a result of an exercise of any call option, the occurrence of a Specified Early Redemption Event or following the occurrence of an Additional Disruption Event), the relevant Issuer will take into account when determining the relevant settlement amount, and deduct therefrom, an amount in respect of all costs, losses and expenses (if any) incurred (or expected to be incurred) by or on behalf of the relevant Issuer in connection with the redemption or cancellation of the Securities, including without duplication or limitation, hedging termination and funding breakage costs (whether actual or notional). Such costs, losses and expenses will reduce the amount received by Securityholders on redemption or cancellation and may reduce the settlement amount to zero. The Issuers and the Guarantor are not under any duty to hedge themselves at all or in any particular manner, and are not required to hedge themselves in a manner that would (or may be expected to) result in the lowest costs, losses and expenses.

Disrupted Days and Disruption Events

Where the relevant Determination Agent has determined that a day on which a valuation or determination is to be made is a disrupted day or that a relevant disruption event (including, for example, a failure to open of an Exchange or Related Exchange on a Valuation Date or an Averaging Date, as applicable) has occurred, any such determination may have an effect on the timing of valuation and consequently may adversely affect the value of the relevant Securities and/or may delay exercise of any rights in relation to the Securities and/or settlement (or the Valuation Date or Averaging Date or other observation date as applicable) in respect of those Securities. Prospective investors should review the relevant conditions of the Securities, any applicable Relevant Annex and the applicable Final Terms to ascertain whether and how such provisions apply to any Securities they are considering purchasing.

Valuation of the Securities: commissions and/or fees

Prospective investors in the Securities should be aware that the issue price may include commissions and/or other fees paid by the relevant Issuer to distributors as payment for distribution services. This can cause a difference between the theoretical value of the Securities and any bid and offer prices quoted by the relevant Issuer, the Guarantor (if applicable), any Group affiliate or any third party. Information with respect to the amount of these inducements, commissions and fees will be included in the applicable Final Terms and/or may be obtained from the relevant Issuer or distributor upon request.

Hedging

Prospective purchasers intending to purchase Securities to hedge against the market risk associated with investing in a reference index (or basket of indices), share (or basket of shares), currency (or basket of currencies), commodity (or basket of commodities) or other asset or basis of reference, or an exposure to inflation, which may be specified in the applicable Final Terms, should recognise the complexities of utilising Securities in this manner. For example, the value of the Securities may not exactly correlate with the value of the Reference Assets or basis of reference. Due to fluctuating supply and demand for the Securities there is no assurance that their value will correlate with movements in the price or value of the Reference Assets or basis of reference. For these reasons, among others, it may not be possible to purchase or liquidate Securities in a portfolio at the prices used to calculate the value of any Reference Asset or basis of reference.

Certain Additional Risk Factors Associated with the Reference Assets

An investment in the Securities should only be made after assessing the direction, timing and magnitude of potential future changes in the value of the relevant Reference Assets and/or the composition or method of calculation of the Reference Assets, as the return of any such investment will be dependent upon such changes. More than one risk factor may have simultaneous effect with regard to the Securities such that the effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a compounding effect which may not be predictable. No assurance can be given as to the effect that any combination of risk factors may have on the value of the Securities.

Investment in the Securities involves a number of risks, which may include, among others, interest rate, foreign exchange, time value and political risks. Prospective purchasers of Securities should recognise that they may lose all or part of the amount initially invested by them. Prospective purchasers of the Securities should be experienced with respect to such investments and should reach an investment decision only after careful consideration, with their advisers when appropriate, of the suitability of the investment in light of their particular financial circumstances, the information set forth herein and the information regarding the relevant Securities and the particular Reference Assets or basis of reference to which the value of the relevant Securities may relate, as specified in the applicable Final Terms.

The Note Issuer may issue several series of Notes relating to various reference securities, currencies, commodities or other assets or bases of reference which may be specified in the applicable Final Terms. However, no assurance can be given that the Note Issuer will issue any Notes other than the Notes to which a particular Final Terms relates. At any given time, the number of Notes outstanding may be substantial. Notes provide opportunities for investment and pose risks to investors as a result of fluctuations in the value of the Reference Assets or basis of reference to which they and/or the related Warrants are linked. In general, certain of the risks associated with the Notes are similar to those generally applicable to other options or warrants of private corporate issuers. Options or warrants on equities or debt securities are priced primarily on the basis of the value of underlying securities whilst currency and commodity linked options or warrants are priced primarily on the basis of present and expected values of the reference currency (or basket of currencies) or commodity (or basket of commodities) specified in the applicable Final Terms.

Possible Illiquidity of the Secondary Market

There can be no assurance as to how Securities will trade in the secondary market or whether such market will be liquid or illiquid, which may adversely affect the value of the Securities and/or the ability of the Securityholder to dispose of them. The number of Securities of any Series may be relatively small, further adversely affecting the liquidity of such Securities. The relevant Issuer may list Securities on the London Stock Exchange or any other exchange as is specified in the applicable Final Terms or may issue Securities which are not listed on any exchange. However, no assurance can be given that any secondary trading market will develop for the Securities. If Securities are not listed or traded on any exchange, pricing information for such Securities may be more difficult to obtain and the liquidity of such Securities may be adversely affected. The fact that Securities are listed will not necessarily lead to greater liquidity.

If additional and competing products are introduced in the markets, this may adversely affect the value of the Securities.

Cancellation of the Securities in the Event of Illegality or Physical Impossibility

If the relevant Issuer determines that the performance of any of its absolute or contingent obligations under the Securities has become illegal or a physical impossibility in whole or in part for any reason, the relevant Issuer may redeem or cancel the Securities by paying each holder of such Securities an amount equal to the relevant early cash settlement amount of such Security, notwithstanding such illegality. Such cancellation may result in an investor not realising a return on an investment in the relevant Securities.

Issuer/Guarantor and Conflicts of Interest

The relevant Issuer and its affiliates may engage in trading and market-making activities and may hold long or short positions in the relevant Reference Asset(s) and other instruments or derivative products based on or related to the relevant Reference Asset(s) for their proprietary accounts or for other accounts under their management. The Issuers and their respective affiliates may also issue Securities in respect of the relevant Reference Asset(s) which are securities, or issue derivative instruments in respect thereof. To the extent that any Issuer, directly or through its affiliates, serves as issuer, agent, manager, sponsor or underwriter of such securities or other instruments, its interests with respect to such products may be adverse to those of the Securityholders. The Issuers or their affiliates may also act as underwriter in connection with future offerings of securities which comprise the Reference Assets. Such activities could present certain conflicts of interest, could influence the prices of such Reference Assets and could adversely affect the value of the Securities.

Certain affiliates of the Issuers may from time to time, by virtue of their status as underwriter, advisor or otherwise, possess or have access to information relating to the Securities, the Reference Asset(s) and any derivative instruments referencing them. Such affiliates will not be obliged to and will not disclose any such information to a purchaser of Securities.

In connection with the offering of the Securities, the relevant Issuer, the Guarantor (if applicable) and/or any of its affiliates may enter into one or more hedging transactions with respect to the Reference Asset(s) or related derivatives. In connection with such hedging activities or with respect to proprietary or other trading activities by the relevant Issuer, the Guarantor (if applicable) and/or any of its affiliates, the relevant Issuer, Guarantor (if applicable) and/or any of its affiliates may enter into transactions in the Reference Asset(s) or related derivatives which may, but are not intended to, affect the market price, liquidity or value of the Securities and which could be deemed to be adverse to the interest of the relevant Securityholders.

Determination Agents and Conflicts of Interest

As each Determination Agent is an affiliate of the Bank (or may be the same legal entity as the Bank or the same division of the Bank), potential conflicts of interest may exist between a Determination Agent and the Securityholders, including with respect to the exercise of the very broad discretionary powers of the Determination Agent. Each Determination Agent has the authority (i) to determine whether certain specified events and/or matters so specified in the conditions relating to a series of Securities have occurred, and (ii) to determine any resulting adjustments and calculations as described in such conditions. Prospective investors should be aware that any determination made by a Determination Agent may have an impact on the value and financial return of the Securities. Any such discretion exercised by, or any calculation made by, a Determination Agent (in the absence of manifest error) shall be binding on the relevant Issuer and all Securityholders.

Proprietary Index Sponsor and Conflicts of Interest

An Issuer or certain affiliates of an Issuer may be the sponsor of a proprietary index which is referenced by a Security. Such index may be developed, owned, calculated and maintained by an affiliate of the Issuers, who would be responsible for the composition, calculation and maintenance of such index. In such circumstances, the index sponsor would be under no obligation to take into account the interests of the Securityholders referenced by such index. In such capacity as index sponsor, they will have the authority to make determinations that could materially affect the value of the Security.

Nominee Arrangements

Where a distributor and/or a nominee service provider is used by an investor to invest in the Notes, such investor will only receive payments and/or deliveries of Warrants and Preference Shares on the basis of arrangements entered into by the investors with the distributor or nominee service provider as the case may be. Such investors must look exclusively to the distributor or nominee service provider for all payments and/or deliveries attributable to the Securities. Neither the relevant Issuer, the Guarantor, the Dealer, either Determination Agent nor any other person will be responsible for the acts or omissions of the distributor or nominee service provider, nor do any of them make any representation or warranty, express or implied, as to the services provided by the distributor or nominee service provider.

Taxation

Potential purchasers of Securities should be aware that duties and other taxes and/or expenses, including any applicable depositary charges, transaction charges, stamp duty and other charges may be levied in accordance with the laws and practices in the countries where the Securities are transferred and/or where Warrants and Preference Shares are delivered.

A holder of Securities must pay all taxes and expenses relating to the redemption or exercise of the Securities. The relevant Issuer is not liable for or otherwise obliged to pay any such taxes or expenses and all payments and/or deliveries made by the relevant Issuer will be made subject to any such taxes or expenses which may be required to be paid, being paid.

The summaries set out under the heading "Taxation" in this document are limited as described therein and do not consider all tax aspects of an investment in the Securities. Prospective investors in Securities should take their own advice in relation to all the tax implications of their investment.

The information on taxation contained in this Base Prospectus is based on the law and practice currently in force in the UK and is subject to change. The effect of the current taxation regimes in the UK may vary depending upon the individual circumstances of an investor. The levels and bases of, and reliefs from, taxation can also change. Neither Issuer nor the Guarantor gives any assurance as to the actual tax treatment of the Securities, or of a particular investor, as a result of the purchase, holding, sale or exercise of a Security.

Potential purchasers of Securities should consult their own independent tax advisers. In addition, potential purchasers should be aware that tax regulations and their application by the relevant taxation authorities change from time to time. Accordingly, it is not possible to predict the precise tax treatment which will apply at any given time.

The attention of potential purchasers of the Notes is drawn to the section headed "Taxation".

Additional Risk Factors, Disclaimers and Considerations Associated with Certain Securities

Securities may be issued subject to additional disclaimers and considerations in respect of risk and tax consequences involved in investing in such Securities. The text of such additional disclaimers and considerations (if any) will be set out in full in the applicable Relevant Annex and/or the applicable Final Terms. Prospective purchasers should understand the risks, regulatory and tax implications associated with an investment in the Securities and should only reach an investment decision after careful consideration with their legal, tax, accounting and other advisers, of the suitability of an investment in the Securities in the light of all the information set out in this Base Prospectus, any Relevant Annex, any supplement and the applicable Final Terms.

Modification and Substitution

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

Under the Note Conditions and the guarantee of the Warrants and the Preference Shares, the Bank may be substituted as primary obligor under the Notes or as guarantor in respect of the Warrants and the Preference Shares at any time by any entity with a long-term rating at least equivalent to that of the Bank.

Under the Warrant Conditions, BCCL may be substituted as the obligor under the Warrants at any time by any entity provided that the obligations of the new obligor are guaranteed by the Bank.

EU Savings Directive

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

The European Commission has proposed certain amendments to the Directive, which may, if implemented amend or broaden the scope of the requirements described above.

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

Change of law

The Note Conditions and the Warrant Conditions are based on English law in effect as at the date of this Base Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Base Prospectus.

Legal investment considerations may restrict certain investments

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

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:

In respect of information relating to the Securities

• the Terms and Conditions of the Notes set out on pages 38 to 56 (inclusive) and the Terms and Conditions of the Warrants set out on pages 57 – 70 (inclusive) of the Offering Circular dated 28 December 2005;
• the Terms and Conditions of the Notes set out on pages 38 to 57 (inclusive) and the Terms and Conditions of the Warrants set out on pages 58 – 70 (inclusive) of the Offering Circular dated 6 April 2006;
• the Terms and Conditions of the Notes set out on pages 37 to 56 (inclusive) and the Terms and Conditions of the Warrants set out on pages 57 – 68 (inclusive) of the Offering Circular dated 7 April 2007;
• the Terms and Conditions of the Notes set out on pages 37 to 56 (inclusive) and the Terms and Conditions of the Warrants set out on pages 57 – 68 (inclusive) of the Base Prospectus dated 8 April 2008;
• the Terms and Conditions of the Notes set out on pages 41 to 63 (inclusive) and the Terms and Conditions of the Warrants set out on pages 64 to 81 (inclusive) of the Base Prospectus dated 9 April 2009; and
• the Terms and Conditions of the Notes set out on pages 65 to 102 (inclusive), the Terms and Conditions of the Warrants set out on pages 103 to 117 (inclusive), the Additional Terms and Conditions for Commodity Linked Securities set out on pages 130 to 176 (inclusive), the Additional Terms and Conditions for Equity Linked Securities set out on pages 179 to 196 (inclusive), the Additional Terms and Conditions for FX Linked Securities set out on pages 199 to 223 (inclusive) and the Additional Terms and conditions for Inflation Linked Securities set out on pages 227 to 249 (inclusive) of the Base Prospectus dated 30 March 2010.

In respect of information relating to the Bank, the Group and the Holding Company:

• the joint Annual Report of Barclays Bank PLC (the "Bank") and Barclays PLC, as filed with the U.S. Securities and Exchange Commission on Form 20-F in respect of the years ended 31 December 2009 and 31 December 2010 (the "Joint Annual Report"), with the exception of the information incorporated by reference in the Joint Annual Report referred to in the Exhibit Index of the Joint Annual Report, which shall not be deemed to be incorporated in this Base Prospectus; and
• the Annual Reports of the Bank containing the audited consolidated financial statements of the Bank in respect of the years ended 31 December 2009 (the "2009 Bank Annual Report") and 31 December 2010 (the "2010 Bank Annual Report"), respectively

In respect of information relating to BCCL:

• the Annual Reports of BCCL containing the audited accounts of BCCL in respect of the years ended 31 December 2008 (the "2008 BCCL Annual Report" and 31 December 2009 (the "2009 BCCL Annual Report"), respectively.

The above documents may be inspected at the registered office of each Issuer and at the specified office of the Issue and Paying Agent as described in the section entitled "GENERAL INFORMATION" of this Base Prospectus.

The table below sets out the relevant page references for all of the information contained within the Joint Annual Report as filed on Form 20-F:

Section 1 - Business Review
Key performance indicators	2
Financial review	7
Citizenship	39
Section 2 – Risk Management and Governance
Risk management	42
Directors' report	124
Corporate governance report	130
Remuneration report	147
Section 3 – Additional Financial Information
Risk factors	164
Additional financial information	167
Section 4 - Financial Statements
Presentation of information	184
Independent Registered Public Accounting Firm's report for Barclays PLC	185
Consolidated Financial Statements Barclays PLC	186
Independent Registered Public Accounting Firm's report for Barclays Bank PLC	270
Barclays Bank PLC data	271
Section 5 - Shareholder Information	287

Each of the Bank and Barclays PLC has applied International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board and as adopted by the European Union ("EU") in the financial statements incorporated by reference above. A summary of the significant accounting policies for each of the Bank and Barclays PLC is included in each of the Joint Annual Report, the 2009 Bank Annual Report and the 2010 Bank Annual Report.

On 1 January 2010, for management reporting purposes, the Group reorganised its activities under the following business groupings: UK Retail Banking, Barclaycard, Western Europe Retail Banking, Barclays Africa, ABSA, Barclays Capital, Barclays Corporate, Barclays Wealth, Investment Management and Head Office Functions and Other Operations. In each of the Joint Annual Report and the 2010 Bank Annual Report, the comparative information has been restated to reflect this reorganisation.

FORM OF THE SECURITIES

Form of the Notes

Bearer Notes

Each Tranche of Notes in bearer form will be initially issued in the form of a temporary global note (a "Temporary Global Note") or, if so specified in the applicable Final Terms, a permanent Global Note (a "Permanent Global Note") which, in either case, will be delivered on or prior to the original issue date of the Tranche to a common depositary (the "Common Depositary") for, Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") or to a depositary for any other relevant clearing system specified in the applicable Final Terms (and references in this section to Euroclear and Clearstream, Luxembourg shall be deemed to include references to any such other clearing system). Whilst any Bearer Note is represented by a Temporary Global Note, payments of principal, interest (if any) and any other amount payable in respect of those Notes due prior to the Exchange Date (as defined below) will be made against presentation of the Temporary Global Note only to the extent that certification (in a form to be provided) to the effect that the beneficial owners of interests in such Note are not U.S. persons or persons who have purchased for resale to any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/or Clearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like certification (based on the certifications it has received) to the Principal Notes Agent.

On and after the date (the "Exchange Date") which is 40 days after a Temporary Global Note is issued, interests in such Temporary Global Note will be exchangeable (free of charge) upon a request as described therein for interests in a Permanent Global Note of the same Series, against certification of beneficial ownership as described above unless such certification has already been given. The holder of a Temporary Global Note will not be entitled to collect any payment of interest, principal or other amount due on or after the Exchange Date unless, upon due certification, exchange of the Temporary Global Note for an interest in a Permanent Global Note is improperly withheld or refused.

Payments of principal, interest (if any) or any other amounts on a Permanent Global Note will be made through Euroclear and/or Clearstream, Luxembourg against presentation or surrender (as the case may be) of the Permanent Global Note without any requirement for certification.

Each Permanent Global Note will be exchangeable (free of charge), in whole but not in part, for definitive Bearer Notes with, where applicable, interest coupons attached only upon the occurrence of an Exchange Event. For these purposes, "Exchange Event" means that (i) an Event of Default (as defined in Condition 20) has occurred and is continuing, (ii) the Bank has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system is available or (iii) the Bank has or will become subject to adverse tax consequences which would not be suffered were the Bearer Notes represented by the Permanent Global Note in definitive form. The Bank will promptly give notice to Noteholders in accordance with Condition 12 if an Exchange Event occurs. In the event of the occurrence of an Exchange Event, Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Global Note) may give notice to the Principal Notes Agent requesting exchange and, in the event of the occurrence of an Exchange Event as described in (iii) above, the Bank may also give notice to the Principal Notes Agent requesting exchange. Any such exchange shall occur not later than 45 days after the date of receipt of the first relevant notice by the Principal Notes Agent.

The following legend will appear on all Bearer Notes which have an original maturity of more than 1 year and on all interest coupons relating to such Notes:

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

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

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

Pursuant to the Agency Agreement (as defined under "Terms and Conditions of the Notes"), the Principal Notes Agent shall arrange that, where a further Tranche of Bearer Notes is issued which is intended to form a single Series with an existing Tranche of Bearer Notes, the Notes of such further Tranche shall be assigned a common code and ISIN which are different from the common code and ISIN assigned to Notes of any other Tranche of the same Series until at least the expiry of the distribution compliance period (as defined in Regulation S under the Securities Act) applicable to the Notes of such Tranche.

Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms but, for the avoidance of doubt, shall not include the Operator.

In the event that (i) payment of any amount due and payable by the Note Issuer in respect of any Bearer Note under the Note Conditions or delivery of the Warrants (as provided in Note Condition 4) in respect of such Note has not occurred within 40 Business Days of the due date for such payment or delivery or (ii) Euroclear and Clearstream, Luxembourg are closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announce an intention to cease business permanently and no successor or, in the opinion of the Note Issuer, alternative clearing system is available, then the Global Note representing such Note shall become void at 8:00 pm (London time) on such fortieth Business Day or fourteenth day or upon such cessation, as the case may be. At the same time, holders of interests in such Global Note credited to their accounts with Euroclear and/or Clearstream, Luxembourg, as the case may be, will become entitled to proceed directly against the Bank on the basis of statements of account provided by Euroclear and/or Clearstream, Luxembourg on and subject to the terms of an amended and restated deed of covenant (the "Deed of Covenant") dated 9 April 2009 and executed by the Bank.

Uncertificated Registered Notes

Each Tranche of Uncertificated Registered Notes will be in uncertificated registered form comprising Notes which are uncertificated units of a security in accordance with the Regulations.

Uncertificated Registered Notes will be credited to the subscribers' Euroclear UK & Ireland accounts on the issue date thereof upon certification as to non-U.S. beneficial ownership.

Uncertificated Registered Notes will not be exchangeable for Notes in definitive registered form.

Title to Uncertificated Registered Notes is recorded on the relevant Operator register of corporate securities.

Form of the Warrants

Each Tranche of Warrants will be in registered form and will be issued in the form of a permanent Global Warrant (a "Global Note") which will be delivered on or prior to the original issue date of the Tranche to the Common Depositary or to a depositary for any other relevant clearing system specified in the applicable Final Terms.

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

Warrants will not be issued in uncertificated form.

Form of the Preference Shares

It is intended that a registered certificate representing the Preference Shares of each Class will be delivered by BCCL either (i) to the sole beneficial owner of the Preference Shares of the relevant Class or, if there is more than one beneficial owner, to the Common Depositary at or after the exercise date of the related Warrants. As the Preference Shares are expected to be eligible for clearing and settlement through Euroclear and Clearstream, Luxembourg, accountholders should note that they will not themselves receive registered certificates representing Preference Shares but instead Preference Shares will be credited to their securities account with the relevant clearing system. It is anticipated that only in exceptional circumstances (such as the closure of Euroclear and Clearstream, Luxembourg and the non-availability of any alternative or successor clearing system) will registered certificates in respect of Preference Shares be issued directly to accountholders.

Preference Shares will not be issued in uncertificated form.

FORM OF THE APPLICABLE FINAL TERMS

Set out below is the form of Final Terms which will, except in certain circumstances, be completed for each Tranche of Notes issued under the Programme.

BARCLAYS BANK PLC

(Incorporated with limited liability in England and Wales)

BARCLAYS CAPITAL (CAYMAN) LIMITED

(Incorporated as an exempted company with limited liability in the Cayman Islands) (Guaranteed by Barclays Bank PLC)

Programme for the issuance of Structured Investment Management Plan Linked to Equity (S.I.M.P.L.E.) Notes

Issue by Barclays Bank PLC of £[ ] [Non Interest Bearing] Notes due [ ]

Series [ ]

Issue Price: [ ]% of par

[The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer of the Notes may only do so:

• (i) in circumstances in which no obligation arises for the Bank or the Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or
• (ii) in those Public Offer Jurisdictions mentioned in Paragraph 39 of the Final Terms relating to the Notes set out in Part A below, provided such person is one of the persons mentioned in Paragraph 39 of the Final Terms relating to the Notes set out in Part A below and that such offer is made during the Offer Period specified for such purpose therein.

Neither the Bank nor the Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.]1

[The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Bank or the Dealer to publish a prospectus pursuant to Article 3 of the

¹ Consider including this legend where a non-exempt offer of Notes is anticipated.

Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Bank nor the Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances].2

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus (the "Base Prospectus") dated 30 March 2011, as supplemented and amended, which constitutes a base prospectus for the purposes of the Prospectus Directive (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on Barclays Bank PLC (the "Bank") and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at the registered office of the Bank (1 Churchill Place, London E14 5HP) and at the specified office of the Principal Notes Agent (One Canada Square, London E14 5AL) and copies may be obtained from those offices.

[The following alternative language applies if the first tranche of an issue which is being increased was issued under an [Offering Circular/Base Prospectus] with an earlier date.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the [offering circular/base prospectus] dated [original date] which are incorporated by reference in the Base Prospectus dated 30 March 2011 and attached hereto. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive (the "Prospectus Directive") and must be read in conjunction with the Base Prospectus dated 30 March 2011 (the "Base Prospectus") which constitutes a base prospectus for the purposes of the Prospectus Directive. Full information on Barclays Bank PLC (the "Bank") and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. Copies of the Base Prospectus is available for viewing at the registered office of the Bank (1 Churchill Place, London E14 5HP) and at the specified office of the Principal Notes Agent (One Canada Square, London E14 5AL) and copies may be obtained from those offices.]

Barclays Capital

[date]

2 Consider including this legend where only an exempt offer of Notes is anticipated.

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

Each investor (a "Noteholder") by purchasing the Notes shall be deemed to have made its own independent investigations and assessment of (i) the Notes, (ii) the Warrants into which the Notes may be exchanged (the "Warrants"), (iii) the Preference Shares for which the Warrants are exercisable (the "Preference Shares" and, together with the Notes and the Warrants, the "Securities") and (iv) the commodity, equity, FX rate, index, inflation, a basket comprising a range or a combination of asset classes or other underlying asset(s) to which the return on the Securities is linked (the "Underlying") and the performance of the Underlying Furthermore, neither the Bank nor Barclays Capital (Cayman) Limited ("BCCL") is, and nor shall either of them be deemed to be, giving any assurances regarding the prospects or performance of the Underlying.

Each investor by purchasing the Notes shall be deemed to acknowledge its understanding and acceptance on the date on which it purchases the Notes and so becomes a Noteholder that (a) it is acting for its own account and it has made its own independent decision to purchase the Notes or a direct or indirect interest (including by way of participation) in the Notes and as to whether such a holding is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary; (b) it is not relying on any communication (written or oral) of the Bank or any affiliate thereof as investment advice or as a recommendation to purchase the Notes or a direct or indirect interest (including by way of participation) in the Notes; (c) it is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of holding the Notes and, if exchanged, the Warrants and, if exercised, the Preference Shares or a direct or indirect interest (including by way of participation) in the same; and (d) neither the Bank nor any affiliate thereof is acting as a fiduciary for or an adviser to it in respect of the Securities. Each Noteholder, by purchasing the Notes, acknowledges that it has read and understood the Base Prospectus, including without limitation the risk factors set out in it.

The distribution of this document and the offer of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Final Terms may come are required by the Bank to inform themselves about and to observe any such restrictions. Details of selling restrictions for various jurisdictions are set out in "Subscription and Sale" in the Base Prospectus. In particular, the Securities have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act") and are subject to U.S. tax law requirements. Trading in such securities has not been approved by the US Commodity Futures Trading Commission under the US Commodity Exchange Act. Subject to certain exceptions, the Securities may not at any time be offered, sold or delivered in the United States or to U.S. persons, nor may any U.S. persons at any time trade or maintain a position in such securities.

[Index Disclaimer:

[Insert mandatory disclaimer where a proprietary index is being used which requires specific language]]

[Where the Underlying is another Index without its own mandatory disclaimer: The Index is currently sponsored by the Sponsor. This transaction is not in any way sponsored, endorsed or promoted by the Sponsor. The Sponsor has no obligation to take the needs of any party into consideration in composing, determining or calculating the Index (or causing the Index to be calculated). In addition, the Sponsor makes no representation or warranty whatsoever, express or implied, as to the results to be obtained from the use of the Index and/or the level at which the Index stands at any particular time on any particular day or otherwise and shall not be liable, whether in negligence or otherwise, to any party for any error in the Index or under any obligation to advise any party of any error therein.]

FINAL TERMS

PART A

FINAL TERMS RELATING TO THE NOTES

Parties
Note Issuer:			Barclays Bank PLC
		Dealer and Stabilising Manager:	Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 5BB
		Note Determination Agent:		[Barclays Capital Securities Limited/Barclays Bank PLC/specify other]
		Provisions relating to the Notes
1.		Title of the Notes:	£[			] [Non Interest Bearing] Notes due [ ]
2.	(a)	Series:	[	]
	(b)	Tranche:	[ ] (If fungible with an existing Series, give details of this Series including the date on which the Notes become fungible)
3.		Specified Currency:				[Pounds Sterling ("£")][specify other]
4.	Notes:	Aggregate principal amount of the
	(a)	Series:	£[	]
	(b)	Tranche:	£[	]
5.		Denomination and number of Notes:	£[	] ([		] Notes)
6.		Form of Note:				[[Temporary Global Note exchangeable for a] Permanent Global Note][Uncertificated Registered Notes].
7.		Note Trade Date:	[	]
8.		Note Issue Date:	[	]
9.		Note Issue Price:				[100 per cent. of par][specify other]
10.		The following Relevant Annex(es) shall apply to the Notes: (specify each applicable Relevant	[FX Linked Annex]			[Commodity Linked Annex] [Equity Linked Annex]

	Annex):				[Inflation Linked Annex] [Not Applicable]
			Provisions relating to interest (if any) payable on the Note
11.	Interest:				[Not Applicable][Applicable] (If not applicable delete the remaining sub-paragraphs of this paragraph)
	(a)		Calculation Amount:		[	]
	(b)		Interest Amount:		[In respect of the Interest Calculation Period shall be equal to [ ] per cent. of the Calculation Amount as at the Issue Date]] (where there is a single Interest Calculation Period which is less than one year and the rate provided is not a rate per annum)
						[As per Conditions 3 and 21 of the Note Conditions]
	(c)		Interest Basis:		[Fixed Rate] [Floating Rate] [Variable Rate: [Index Linked Interest/Equity Linked Interest/ Commodity Linked Interest/FX Linked Interest/Inflation Linked Interest] [Non Interest Bearing] [specify other]
						(further particulars specified below)
	(d)		Interest Rate(s):
		(i)	Fixed Rate:		[[	] per cent. per annum][Not Applicable]
		(ii)	Floating Rate		Applicable]	[Screen Rate Determination] [ISDA Determination] [Not
	(iii) Variable Rate:			Equity Linked – see paragraph 25 Index Linked – see paragraph 26 Inflation Linked – see paragraph 27 FX Linked – see paragraph 28 Commodity Linked – see paragraph 29 [Not Applicable]
		(iv)	Non Interest Bearing:			[Applicable] [Not Applicable]
	(e)		Screen Rate Determination:			[Not Applicable] [Applicable] (If not applicable delete the remaining sub-paragraphs of this paragraph)
		(i)	Reference Rate:		[	]

				(If other than LIBOR or EURIBOR, provide details as to how the Interest Rate is to be determined)
	(ii) Relevant Page:		Screen	[Reuters	Screen LIBOR01 Page] [Reuters Screen EURIBOR01 Page] [specify other]
(f)		ISDA Determination:			[Not Applicable] [Applicable] (If not applicable delete the remaining sub-paragraphs of this paragraph)
	(i)	Floating Option:	Rate	[	]
	(ii)	Designated Maturity:		[	]
	(iii)	Reset Date:			[First day of Interest Calculation Period] [specify other]
(g)	Margin:			[	] [Not Applicable]
(h)	Rate:	Minimum/Maximum Interest			[Not Applicable] [Applicable] (If not applicable delete the remaining sub-paragraphs of this paragraph)
	(i)	Minimum Rate	Interest	[	] per cent. per annum
	(ii)	Maximum Rate	Interest	[	] per cent. per annum
(i)	Interest Date:		Commencement		[Issue Date] [specify other] [Not Applicable]
(j)		Interest Determination Date:			[As per Conditions 3 and 21 of the Note Conditions] [Arrears Setting applicable] [specify other]
(k)		Interest Calculation Periods:			[As defined in Condition 21 of the Note Conditions] [specify other] [Not Applicable]
	(i)	Interest Period End Dates:		[Each	Interest Payment Date] [specify other] [Not Applicable]
	(ii)	Interest calculation method for short or long Interest Calculation Periods:			[Linear Interpolation] [specify other] [Not Applicable]
(l)		Interest Payment Dates:		[[	] in each year] [Note Redemption Date] [specify other] [Not Applicable]
(m)		Day Count Fraction:			[Actual/Actual (ISMA)] [Actual/Actual]

[Actual/Actual (ISDA)] [Actual/365 (Fixed)] [Actual/360] [30/360] [360/360] [Bond Basis] [30E/360] [Eurobond Basis] [30E/360 (ISDA)]

(n) Business Day Convention: [Following] [Modified Following] [Nearest] [Preceding]

(o) Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest, if different from those set out in the Note Conditions: [specify any other interest provisions\* .]

Provisions regarding redemption

*

12.		Note Redemption Date:	[ ] [subject to adjustment in accordance with the [ ] Business Day Convention]
13.	Call Option:		[Not Applicable][Applicable]
14.		Specified Early Redemption:	[Not Applicable] [Applicable] (If not applicable delete the remaining sub-paragraphs of this paragraph)
	(a)	Specified Early Redemption Event:	[provide details]
	(b)	Automatic Early Redemption:	[Not Applicable] [Applicable]
	(c)	Specified Early Redemption Event Settlement Date:	[ ] [subject to adjustment in accordance with the [ ] Business Day Convention]
	(d)	Specified Early Redemption Event Note Redemption	[£[ ] per Note [unless on the Specified Early Redemption Event Determination Date the market value

Note the requirements of Annex V: 4.7 of the PD Regulation in this respect:

^"The nominal interest rate and provisions relating to interest payable.

The date from which interest becomes payable and the due dates for interest

The time limit on the validity of claims to interest and repayment of principal.

Where the rate is not fixed, description of the underlying on which it is based and of the method used to relate the two and an indication where information about the past and the further performance of the underlying and its volatility can be obtained.

A decription of any market disruption or settlement disruption event that affects the underlying

Adjustment rules with relation to events concerning the underlying

Name of the calculation agent.

If the security has a derivative component in the interest payment, provide a clear and comprehensive explanation to help investors understand how the value of their investment is affected by the value of the underlying instrument(s), especially under the circumstances when the risks are most evident."

Amount: of a Warrant determined by the Note Determination Agent in good faith and in a commercially reasonable manner (the "Warrant Market Value") is more than £[insert denomination of Note] in which case the Specified Early Redemption Event Note Redemption Amount shall be determined as follows:

• (a) if the Warrant Market Value is more than £[insert denomination of Note] but equal to or less than £[insert Issue Price of Note multiplied by [X]], the Specified Early Redemption Event Note Redemption Amount shall be an amount equal to the Warrant Market Value; and
• (b) if the Warrant Market Value is more than £[insert Issue Price of Note multiplied by [X]], the Specified Early Redemption Event Redemption Amount shall be £[insert Issue Price of Note multiplied by [X]]]3

[specify other]

• (e) Specified Early Redemption Event Determination Date: [ ]
• (f) Specified Early Redemption Event Warrant Delivery Date: [As defined in Condition 21 of the Note Conditions] [specify other]
• (g) Specified Early Redemption Event Note Redemption Notice Time: [10:00 am Brussels time (in the case of Euroclear Bank), 11:00 am Brussels time (if delivered by EUCLID) or 10:00 am Luxembourg time (in the case of Clearstream, Luxembourg)][specify other]

15. Additional Disruption Events:\\

• (i) Change in Law: [Not] Applicable
• (ii) Tax Event: [Not] Applicable
• (iii) Hedging Disruption: [Not] Applicable
• (iv) Increased Cost of Hedging: [Not] Applicable
• (v) Affected Jurisdiction Hedging Disruption: [Not Applicable] [Applicable: The Affected Jurisdiction is [specify]]
• (vi) Affected Jurisdiction [Not Applicable] [Applicable: The Affected Jurisdiction is

3 Not to be included for products which are principal protected. Where non-principal protected: [X] is equal to 1 plus 0.05 for each full year between the Note Issue Date and the Specified Early Redemption Event Settlement Date, for this purpose any remaining period of less than a year should be ignored. ** The first four options should generally be completed as "Applicable", unless there is a good reason why they should be

^"Not Applicable". See Note Condition 21.

		Increased Cost of Hedging:	[specify]]
	(vii)	Other:	[Not Applicable] [specify]
16.		Note Early Redemption Date:	[The second Business Day after the [Special Note][Note Issuer] Redemption Notice is received, provided that the Note Early Redemption Date must fall no later than two Business Days prior to the Note Redemption Date][specify other]
17.		Early Cash Settlement Amount:
	(i)	For the purpose of Note Condition 4.2:	[As stated in Condition 21 of the Note Conditions] [No entitlement to accrued interest will arise on any early redemption.][specify other] [Not Applicable]
	(ii)	For the purpose of Note Condition 4.4:	[As stated in Condition 21 of the Note Conditions] [No entitlement to accrued interest will arise on any early redemption.][specify other]
	(iii)	For the purpose of Note Condition 11:	[As stated in Condition 21 of the Note Conditions] [No entitlement to accrued interest will arise on any early redemption.][specify other]
	(iv)	For the purpose of Note Condition 20:	[As stated in Condition 21 of the Note Conditions] [No entitlement to accrued interest will arise on any early redemption.][specify other]
18.		Note Redemption Amount:	[£[ ] per Note [unless on the Election Valuation Date the market value of a Warrant determined by the Note Determination Agent in good faith and in a commercially reasonable manner (the "Warrant Market Value") is more than £[insert denomination of Note] in which case the Note Redemption Amount shall be determined as follows:
			(a) if the Warrant Market Value is more than £[insert denomination of Note] but equal to or less than £[insert Issue Price of Note multiplied by [X]], the Note Redemption Amount shall be an amount equal to the Warrant Market Value; and
			(b) if the Warrant Market Value is more than £[insert Issue Price of Note multiplied by [X]], the Redemption Amount shall be £[insert Issue Price

[specify other]

of Note multiplied by [X]] ]4

4

Not to be included for products which are principal protected. Where non-principal protected: [X] is equal to 1 plus 0.05 for each full year between the Note Issue Date and the Note Redemption Date, for this purpose any remaining period of less than a year should be ignored.

19.		Note Redemption Notice Time:	[10:00 am Brussels time (in the case of Euroclear Bank), 11:00 am Brussels time (if delivered by EUCLID) or 10:00 am Luxembourg time (in the case of Clearstream, Luxembourg)][specify other]
20.		Procedures for giving Note Issuer Redemption Notice and Noteholders' Notice if other than as specified in Condition 5.2(a)(ii) :	[Not Applicable][specify]
21.		Procedures for giving Note Issuer Specified Early Redemption Event Redemption Notice and Specified Early Redemption Event Note Redemption Notice if other than as specified in Condition 5.2(a)(iii):	[Not Applicable][specify]
22.		Procedure for giving Special Note Redemption Notice and Noteholders' Notice if other than as specified in Condition 5.2(a)(iv) :	[Not Applicable][specify]
23.		Warrants which may be purchased using the Note Redemption Amount:	[ ] [Commodity Linked] [Equity Linked] [FX Linked], [Index Linked] [Inflation Linked] Warrants, Series [ ], issued by Barclays Capital (Cayman) Limited and guaranteed by Barclays Bank PLC. The Warrants are exercisable for Class [ ] Redeemable Preference Shares in Barclays Capital (Cayman) Limited guaranteed by Barclays Bank PLC.
24.		Election Valuation Date:	[ ]
		Provisions relating to Relevant Annexes
25.		Equity Linked Provisions:	[Applicable] [Not Applicable] (if not applicable, delete the remaining sub-paragraphs of this paragraph)
	(i)	Share(s) (each a "Reference Asset"):	[Define and specify details of each share and the related Share]
	(ii)	Exchange[s]:	[ ]
	(iii)	Related Exchange[s]:	[All Exchanges] [specify other]
			[Not Applicable]
	(iv)	Weighting for each Reference Asset comprising	[Specify]
		the Basket of Reference Assets:	[Not Applicable]

	(v)	Initial	Price Reference Asset:	of	each	[	]
	(vi)		Substitution of Shares:			[Applicable] [Not Applicable]
	(vii)	Averaging:				[Applicable] [Not Applicable] (if not applicable, delete the remaining sub-paragraphs of this paragraph)
		(a)	Averaging Dates:			[ applies, [	] [or,	if ]]	Specified		Early	Redemption	Event
		(b)	Consequence of an Averaging being a Disrupted Day:		Date	[Omission] [Postponement] [Modified Postponement]
	(viii)		Additional Disruption Event:			Initial	[Insolvency Filing] [Increased Cost of Stock Borrow: Stock Asset]][Loss of Stock Borrow: Maximum Stock Loan Rate: [specify per Reference Asset]] [Fund Disruption Event] [specify other] [Not Applicable]	Loan	Rate:		[specify	per	Reference
	(ix)	FX Disruption Event:					[Applicable] [Not Applicable] (if not applicable, delete the remaining sub-paragraphs of this paragraph)
		(a)	Specified Currency:			[	]
		(b)	Settlement Currency:			[	]
		(c)	Specified Jurisdiction:			[	]
	(x)		Valuation Date:			[Definitions	in apply][Specify other]	Part	C	of	Equity	Linked	Annex
	(xi)		Valuation Time			[Definitions	in apply][Specify other]	Part	C	of	Equity	Linked	Annex
	(xii)		Other adjustments:			[specify] [Not Applicable]
26.	Index Linked Provisions:						[Applicable] [Not Applicable] (if not applicable, delete the remaining sub-paragraphs of this paragraph)
	(i)		Index/Indices "Reference Asset"):	(each	a		[Define and specify details of each index or basket, the related Index Sponsor and whether the Index is a Multi-exchange Index]

(ii)			[	]
(iii)	Exchange[s]: Related Exchange[s]: Weighting for Reference Asset comprising the Basket of Assets: Averaging: (a) Averaging Dates: (b) Averaging Day: Additional Disruption Event: FX Disruption Event: (a) (b) Settlement Currency: (c) Specified Jurisdiction: Valuation Date: Specified methodology for determining Index Level if the Valuation Date is			[All Exchanges] [Specify other]
				[Not Applicable]
(iv)		each Reference	[Specify] [Not Applicable]
(v)				[Applicable] [Not Applicable]
				(if not applicable, delete the remaining sub-paragraphs of this paragraph)
			[ applies, [	] [or, if Specified Early Redemption Event ]]
		Consequence of an Date being a Disrupted		[Omission] [Postponement] [Modified Postponement]
(vi)				[specify] [Not Applicable]
(vii)			[Applicable] [Not Applicable] (if not applicable, delete the remaining sub-paragraphs of this paragraph)
		Specified Currency:	[	]
			[	]
			[	]
(viii)			[Definitions	in Part C of Equity Linked Annex apply][Specify other]
(ix)		a Disrupted Day:	apply]	[specify][Paragraph 1.4 of Part B of Equity Linked Annex
(x)		Valuation Time:	[Definitions	in Part C of Equity Linked Annex apply][Specify other]
(xi)		Other adjustments:		[Specify] [Not Applicable]

27.		Inflation Linked Provisions:	[Applicable] [Not Applicable] (if not applicable, delete the remaining sub-paragraphs of this paragraph)
	(i)	Single inflation index or	[Single Index: [ ]]
		basket of inflation indices (each a "Reference Asset")	[Basket of Indices: [ ]]
		and details of the relevant sponsors (the "Index	Index Sponsor(s): [ ]
		Sponsor(s)"):	(Define and include details for each relevant index)
	(ii)	Related Bond:	[Applicable (specify details)] [Not Applicable]
		Fallback Bond:	[Applicable (specify details)] [Not Applicable]
	(iii)	Related Bond Redemption Event:	[Applicable] [Not Applicable]
	(iv)	Use of Re-based Index:	[Applicable] [Not Applicable]
			(if not applicable, delete the remaining sub-paragraphs of this paragraph)
	(a)	Acceleration upon	[Applicable] [Not Applicable]
		Re-basing of Index:	(if not applicable, delete (b) below)
	(b)	Alternative settlement amount:	[specify]
	(v)	Cut-Off Date:	[As per the Inflation Linked Annex] [Other (specify)]
	(vi)	Reference Month:	[As per the Inflation Linked Annex] [Other (specify)]
	(vii)	Hedging Disruption/Increased Cost	Hedging Disruption: [Yes/No]
		of Hedging to constitute Additional Disruption Events:	Increased Cost of Hedging: [Yes/No]
	(viii)	Other Additional Disruption Events:	[None/specify]
28.		FX Linked Provisions:	[Not Applicable] [Applicable] (if not applicable, delete the remaining sub-paragraphs of this paragraph)
	(i)	Single FX Rate, Basket of FX Rates, FX index, or FX	[FX Rate: [ ]]
		linked product (each a "Reference Asset"):	[Basket of FX Rates: [ ]]

[FX index: [insert formula]]

(ii)	FX Rate Source(s):					[	]
(iii)	Specified Time:					[	]
(iv)	Specified Rate:					[	]
(v)	Spot Rate:					[	]
(vi)	Principal Financial Centre:											[As per the FX Linked Annex] [Other (specify)]
(vii)	Elective FX Disruption Event:						[Applicable] [The following event shall also constitute an Elective FX Disruption Event: [specify]]] [Not Applicable] (if not applicable, delete the remaining sub-paragraphs of this paragraph)
	(a)		Benchmark Obligation Default:			[Applicable Applicable]		(specify		Benchmark		Obligation)]	[Not
	(b) Price Materiality: Primary Rate:					[Applicable] [Not Applicable] (if not applicable, delete the remaining sub-paragraphs of this paragraph)
		-				[	]
	- Secondary Rate:			[	]
		-	Price Materiality	Percentage:		[	]
	(c)		FX Disruption Events:			Applicable – As per the FX Linked Annex. [The following event shall also constitute an FX Disruption Event - specify]
(viii)	Averaging:					[Insert methodology [Not Applicable]] (if not applicable, delete the remaining sub-paragraphs of this paragraph)
	(a)		Averaging Dates:			[ applies, [	] [or,	if ]]	Specified		Early	Redemption	Event
	(b)		Business Convention:		Day							[Modified Following Business Day Convention] [other]
	(c)	Day:	Consequences an Averaging Date being a Disrupted		of							[Omission] [Postponement] [Modified Postponement]

	(ix)	Rate Calculation Date:	[ ] [or, if Specified Early Redemption Event applies, [ ]]
	(x)	Additional Disruption Events:	[None/specify]
	(xi)	Business Day Convention relating to Valuation Date:	[Modified Following Business Day Convention][specify other]
29.		Commodity Linked Provisions:	[Applicable] [Not Applicable] (if not applicable, delete the remaining sub-paragraphs of this paragraph)
	(i)	Relevant Commodity,	[Relevant Commodity: [ ]]
		Commodity Index, Basket of Commodities/Commodity	[Commodity Index: [ ]]
		Indices (including weighting of commodities/commodity indices) (each a "Reference Asset"):	[Basket of Commodities/Commodity Indices: [ ] (include weighting)]
	(ii)	Commodity Reference Price:	[ ]
	(iii)	Price Source(s):	[ ] [Not Applicable]
	(iv)	Exchange(s):	[ ] [Not Applicable]
	(v)	Specified Price:	[ ]
	(vi)	Delivery Date:	[[date][month and year][Nearby Month details][Method details][other]] [or, if Specified Early Redemption Event applies, [ ]] [Not Applicable]. (specify whether price based on spot market, First Nearby Month, Second Nearby Month, etc.)
	(vii)	Pricing Date(s):	[ ][subject to adjustment in accordance with the Commodity Business Day Convention]
		Common Pricing: (include only if Basket of Commodities/Commodity Indices)	[Applicable] [Not applicable]
	(viii)	Commodity Market Disruption Events:	[As per the Commodity Linked Annex] [Other (Specify)]
		Disruption Fallback(s):	[As per the Commodity Linked Annex] [Other (specify)]
		Fallback Reference Price:	[specify] [Not Applicable]

		Additional provisions for Trading Disruption:	[If Trading Disruption applies, specify any additional futures contracts, options contracts or commodities and the related exchange to which Trading Disruption relates]
	(ix)	Adjustments to Commodity Index:	[As per the Commodity Linked Annex] [Not Applicable]
	(x)	Commodity Business Day Convention:	[Following] [Modified Following] [Nearest] [Preceding]
	(xi)	Additional Disruption Events:	[None/specify]
General
30.		Warrant Delivery Date:	[As defined in Condition 21 of the Note Conditions][specify other]
31.		Additional Business Centres:	[None][specify]
32.		Other relevant Conditions:	[ ][Not Applicable]
33.		Selling Restrictions:	[As described in the Base Prospectus] [specify other] [Not Applicable]
34.		Applicable TEFRA exemption (for bearer instruments only)	[TEFRA C][TEFRA D][Not Applicable]
35.		Total commission and concession:	[ ][Not Applicable]
36.		Relevant Clearing Systems:	[Euroclear and Clearstream, Luxembourg][specify other][Euroclear and Clearstream, Luxembourg in relation to any delivery of Warrants. The Notes are Uncertificated Registered Notes and accordingly there is no Relevant Clearing System in relation to them]
37.		Non-exempt Offer	[Not Applicable] [An offer of the Notes may be made by the Dealer [and [specify names of other financial intermediaries/placers making non-exempt offers, to the extent known OR consider a generic description of other parties involved in non-exempt offers (e.g. "other parties authorised by the Dealer") or (if relevant) note that other parties may make non-exempt offers in the Public Offer Jurisdictions during the Offer Period, if not known]] (together with the Dealer, the "Financial Intermediaries") other than pursuant to Article 3(2) of the Prospectus Directive in [specify relevant Member State(s) - which must be jurisdictions where the Base Prospectus and any supplements have been passported (in addition to the jurisdiction where approved and published)] ("Public Offer Jurisdictions") during the

period from [specify date] until [specify date or a formula such as "the Issue Date" or "the date which falls [ ] Business Days thereafter"] ("Offer Period"). See further Paragraph 9 of Part B below.

38.	Changes to Principal Note Agent or	[None/ specify]
	Registrar or other agents appointed:

39. Provisions relating to redenomination: [Not Applicable] [specify] (Only applicable to interest bearing Notes. See Note Condition 1(f))

Operational Information

ISIN Code: [ ] Common Code: [ ] Other Codes: [specify][Not Applicable]

[PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue [and] [public offer in the Public Offer Jurisdictions] [and] [admission to trading on [specify relevant regulated market and, if relevant, listing on an official list] of the Notes described herein] pursuant to the Programme for the issuance of Structured Investment Management Plan Linked to Equity (S.I.M.P.L.E.) Notes of Barclays Bank PLC.]

[LISTING AND ADMISSION TO TRADING APPLICATION

These Final Terms comprise the final terms required to list and have admitted to trading the issue of the Notes described herein pursuant to the Programme for the issuance of Structured Investment Management Plan Linked to Equity (S.I.M.P.L.E.) Notes of Barclays Bank PLC.]

FINAL TERMS RELATING TO THE WARRANTS

Parties

1.		Warrant Issuer:	Barclays Capital (Cayman) Limited
2.		Warrant Guarantor:		Barclays Bank PLC
3.		Warrant Determination Agent:	[Barclays		Capital PLC/specify other]		Securities		Limited/Barclays		Bank
		Provisions relating to the Warrants
4.	(a)	Series:	[	]
	(b)	Tranche:	[	]
5.		Number of Warrants being issued:
	(a)	Series:	[	]
	(b)	Tranche:	[	]
6.		Warrant Trade Date:	[	]
7.	Warrant Issue Date:			]
8.	Warrant Issue Price:				] per Warrant
9.	Preference Shares for which the Warrants may be exercised:			Class [					] Redeemable Preference Shares in Barclays Capital (Cayman) Limited guaranteed by Barclays Bank
10.	The following Relevant Annex(es) shall apply to the Warrants (specify each applicable Relevant Annex):				[Commodity Linked Annex] [Equity Linked Annex] [FX Linked Annex] [Inflation Linked Annex] [Not Applicable]
11.		Additional Disruption Events**:
	(i)	Change in Law:	[Not] Applicable
	(ii)	Tax Event:	[Not] Applicable
	(iii)	Hedging Disruption:	[Not] Applicable
	(iv)	Increased Cost of Hedging:	[Not] Applicable

** The first four options should generally be completed as "Applicable", unless there is a good reason why they should be "Not Applicable". See Note Condition 21.

	(v)	Affected Hedging Disruption:	Jurisdiction	[Not Applicable] [Applicable: The Affected Jurisdiction is [specify]]
	(vi)	Affected Increased Hedging:	Jurisdiction Cost of	[Not Applicable] [Applicable: The Affected Jurisdiction is [specify]]
	(vii)	Other:		[Not Applicable] [specify]
12.		Warrant Exercise Price:		[specify formula and appropriate definitions here]
				The Warrant Exercise Price of each Warrant will constitute the issue price of the relevant Preference Share.
				If it appears that the Warrant Exercise Price may be less than £0.01 or a negative number as determined in accordance with the formula set out above, the Warrant Determination Agent will, in its sole and absolute discretion, adjust the Warrant Exercise Price and the redemption amount per Preference Share so as to ensure that the Warrant Exercise Price per Warrant exercised is not less than £0.01 or is not a negative number.
13.		Warrant Exercise Date:		[ ], provided that, if such date is not a Business Day, the Warrant Exercise Date shall be the immediately succeeding Business Day.
14.		Warrant Settlement Date:		[ ] or, if such day is not a Business Day, the immediately following Business Day.
15.		Specified Early Exercise Event:		[Applicable] [Not Applicable] (if not applicable, delete the remaining sub-paragraphs of this paragraph)
	(a)	Specified Early Exercise		[specify formula and appropriate definitions here]
		Event Warrant Exercise Price:		The Warrant Exercise Price of each Warrant will constitute the issue price of the relevant Preference Share.
				If it appears that the Warrant Exercise Price may be less than £0.01 or a negative number as determined in accordance with the formula set out above, the Warrant Determination Agent shall, in its sole and absolute discretion, adjust the Warrant Exercise Price and the redemption amount per Preference Share so as to ensure that the Warrant Exercise Price per Warrant exercised is not less than £0.01 or is not a negative number.
	(b)	Specified Early Exercise Event Warrant Exercise Date:		[ ], provided that, if such date is not a Business Day, the Warrant Exercise Date shall be the immediately succeeding Business Day.

	(c)	Specified Early Exercise Event Warrant Settlement Date:	[ ] or, if such day is not a Business Day, the immediately following Business Day.
	(d)	Specified Early Exercise Event Cash Settlement	[specify formula and appropriate definitions here]
		Amount:	[If it appears that the Cash Settlement Amount may be a negative number as determined in accordance with the formula set out above, the Warrant Determination Agent shall, in its sole and absolute discretion, adjust the Cash Settlement Amount so as to ensure that the Cash Settlement Amount per Warrant exercised is not a negative number.]
16.	(i)	Option to vary settlement applies:	[Yes/No]
	(ii)	If yes, the Cash Settlement Amount:	[specify formula and appropriate definitions here]
			[If it appears that the Cash Settlement Amount may be a negative number as determined in accordance with the formula set out above, the Warrant Determination Agent shall, in its sole and absolute discretion, adjust the Cash Settlement Amount so as to ensure that the Cash Settlement Amount per Warrant exercised is not a negative number.]
	(iii)	If yes, the Cash Settlement Date:	[Condition 4.3 applies][Specify other]
17.		Early Cash Settlement Amount:	[As set out in Warrant Condition 6] [specify other]
18.	Guaranteed Amount:	Cash Settlement	The Guaranteed Cash Settlement Amount (as defined in Condition 3 of the Warrant Conditions) will be calculated by the Warrant Determination Agent in its sole and absolute discretion [or, if the Warrant Issuer has elected to vary settlement of the Warrants in accordance with Condition 4.3 of the Warrant Conditions, will be the Cash Settlement Amount.]
19.		Early Cancellation Notice Period:	[As stated in Condition 4.4 of the Warrant Conditions][specify other]
20.		Early Cancellation Date:	[As stated in Condition 4.4 of the Warrant Conditions][specify other]
21.		Equity Linked Warrants:	[Applicable] [Not Applicable] (if not applicable, delete the remaining sub-paragraphs of this paragraph)
	(i)	Share(s) (each a	[Define and specify details of each share and the related

		"Reference Asset"):	Share]
(ii)	Exchange[s]:		[	]
(iii)		Related Exchange[s]:		[All Exchanges] [specify other]
				[Not Applicable]
(iv)	Weighting	for each	[Specify]
	Reference	Asset comprising the Basket of Reference Assets:		[Not Applicable]
(v)	Initial	Price of each Reference Asset:	[	]
(vi)		Substitution of Shares:		[Applicable] [Not Applicable]
(vii)	Averaging:			[Applicable] [Not Applicable] (if not applicable, delete the remaining sub-paragraphs of this paragraph)
	(a)	Averaging Dates:	[ [	] [or, if Specified Early Redemption Event applies, ]]
	(b)	Consequence of an Averaging Date being a Disrupted Day:		[Omission] [Postponement] [Modified Postponement]
(viii)	Additional	Disruption Event in respect of Equity Linked Warrants:		[Insolvency Filing] [Increased Cost of Stock Borrow: Initial Stock Loan Rate: [specify per Reference Asset]][Loss of Stock Borrow: Maximum Stock Loan Rate: [specify per Reference Asset]] [Fund Disruption Event] [specify other] [Not Applicable]
(ix)		FX Disruption Event:		[Applicable] [Not Applicable] (if not applicable, delete the remaining sub-paragraphs of this paragraph)
	(a)	Specified Currency:	[	]
	(b)	Settlement Currency:	[	]
	(c)	Specified Jurisdiction:	[	]
(x)		Valuation Date:	other]	[Definitions in Part C of Equity Linked Annex apply][Specify

	(xi)		Valuation Time	other]	[Definitions in Part C of Equity Linked Annex apply][Specify
	(xii)		Other adjustments:		[specify] [Not Applicable]
22.			Index Linked Warrants:		[Applicable] [Not Applicable] (if not applicable, delete the remaining sub-paragraphs of this paragraph)
	(i)		Index/Indices (each a "Reference Asset"):		[Define and specify details of each index or basket, the related Index Sponsor and whether the Index is a Multi-exchange Index]
	(ii)		Exchange[s]:	[	]
	(iii)		Related Exchange[s]:		[All Exchanges] [Specify other]
					[Not Applicable]
	(iv)	Weighting Reference	for each Asset comprising the Basket of Reference Assets:		[Specify] [Not Applicable]
	(v)	Averaging:			[Applicable] [Not Applicable]
					(if not applicable, delete the remaining sub-paragraphs of this paragraph)
		(a)	Averaging Dates:	[ [	] [or, if Specified Early Redemption Event applies, ]]
		(b)	Consequence of an Averaging Date being a Disrupted Day:		[Omission] [Postponement] [Modified Postponement]
	(vi)	Additional	Disruption Event in respect of Index Linked Warrants:		[specify] [Not Applicable]
	(vii)		FX Disruption Event:		[Applicable] [Not Applicable] (if not applicable, delete the remaining sub-paragraphs of this paragraph)
		(a)	Specified Currency:	[	]
		(b)	Settlement Currency:	[	]
		(c)	Specified	[	]

Jurisdiction:

	(viii)	Valuation Date:	[Definitions in Part C of Equity Linked Annex apply][Specify other]
	(ix)	Specified methodology for determining Index Level if the Valuation Date is a Disrupted Day:	[specify][Paragraph 1.4 of Part B of Equity Linked Annex apply]
	(x)	Valuation Time:	[Definitions in Part C of Equity Linked Annex applies][Specify other]
	(xi)	Other adjustments:	[Specify] [Not Applicable]
23.		Inflation Linked Warrants:	[Applicable] [Not Applicable] (if not applicable, delete the remaining sub-paragraphs of this paragraph)
	(i)	Single inflation index or	[Single Index: [ ]]
		basket of inflation indices (each a "Reference	[Basket of Indices: [ ]]
		Asset") and details of the relevant sponsors (the	Index Sponsor(s): [ ]
		"Index Sponsor(s)"):	(Define and include details for each relevant index)
	(ii)	Related Bond:	[Applicable (specify details)] [Not Applicable]
		Fallback Bond:	[Applicable (specify details)] [Not Applicable]
	(iii)	Related Bond Redemption Event:	[Applicable] [Not Applicable]
	(iv)	Use of Re-based Index:	[Applicable] [Not Applicable] (if not applicable, delete the remaining sub-paragraphs of this paragraph)
		(a) Acceleration upon Re-basing of Index:	[Applicable] [Not Applicable] (if not applicable, delete (b) below)
		(b) Alternative settlement amount:	[specify]
	(v)	Cut-Off Date:	[As per the Inflation Linked Annex] [Other (specify)]
	(vi)	Reference Month:	[As per the Inflation Linked Annex] [Other (specify)]
	(vii)	Hedging	Hedging Disruption: [Yes/No]
		Disruption/Increased Cost of Hedging to constitute Additional Disruption Events:	Increased Cost of Hedging: [Yes/No]

	(viii)	Other Disruption Events:			Additional		[None/specify]
24.		FX Linked Warrants:					this paragraph)	[Not Applicable] [Applicable]		(if not applicable, delete the remaining sub-paragraphs of
	(i)			Single FX Rate, Basket of		[FX Rate: [		]]
				FX Rates, FX index, or FX-linked product (each a				[Basket of FX Rates: [	]]
				"Reference Asset"):				[FX index: [insert formula]]
	(ii)			FX Rate Source(s):		[	]
	(iii)	Specified Time:				[	]
	(iv)	Specified Rate:				[	]
	(v)	Spot Rate:				[	]
	(vi)	Principal Centre:			Financial				[As per the FX Linked Annex] [Other (specify)]
	(vii)	Elective Event:		FX	Disruption		this paragraph)			[Applicable] [The following event shall also constitute an Elective FX Disruption Event: [specify]]] [Not Applicable] (if not applicable, delete the remaining sub-paragraphs of
		(a)		Benchmark Obligation Default:		[Applicable Applicable]		(specify	Benchmark	Obligation)]	[Not
		(b)		Price Materiality:			this paragraph)	[Applicable] [Not Applicable]		(if not applicable, delete the remaining sub-paragraphs of
			-	Primary Rate:		[	]
			-	Secondary Rate:		[	]
			-	Price Materiality Percentage:		[	]
		(c) FX	Events:		Disruption	specify]				Applicable – As per the FX Linked Annex. [The following event shall also constitute an FX Disruption Event -

	(viii)	Averaging:		[Insert methodology [Not Applicable]] (if not applicable, delete the remaining sub-paragraphs of this paragraph)
		(a)	Averaging Dates:	[ ] [or, if Specified Early Redemption Event applies, [ ]]
		(b)	Business Day Convention:	[Modified Following Business Day Convention] [other]
		(c)	Consequences of an Averaging Date being a Disrupted Day:	[Omission] [Postponement] [Modified Postponement]
	(ix)		Rate Calculation Date:	[ ] [or, if Specified Early Redemption Event applies, [ ]]
	(x)	Additional Events	Disruption relating to FX Linked Warrants:	[None/specify]
	(xi)		Business Day Convention relating to Valuation Date:	[Modified Following Business Day Convention][specify other]
25.			Commodity Linked Warrants:	[Applicable] [Not Applicable] (if not applicable, delete the remaining sub-paragraphs of this paragraph)
	(i)	Relevant	Commodity,	[Relevant Commodity: [ ]]
		of	Commodity Index, Basket	[Commodity Index: [ ]]
		Indices weighting indices)	Commodities/Commodity (including of commodities/commodity (each a "Reference Asset"):	[Basket of Commodities/Commodity Indices: [ ] (include weighting)]
	(ii)	Commodity Price:	Reference	[ ]
	(iii)		Price Source(s):	[ ] [Not Applicable]
	(iv)		Exchange(s):	[ ] [Not Applicable]
	(v)		Specified Price:	[ ]
	(vi)		Delivery Date:	[[date][month and year][Nearby Month details][Method details][other]] [or, if Specified Early Redemption Event applies, [ ]] [Not Applicable]

			(specify whether price based on spot market, First Nearby Month, Second Nearby Month, etc.)
	(vii)	Pricing Date(s):	[ ][subject to adjustment in accordance with the Commodity Business Day Convention] [or, if Specified Early Redemption Event applies, [ ]]
		Common Pricing: (include only if Basket of Commodities/Commodity Indices)	[Applicable] [Not applicable]
	(viii)	Commodity Market Disruption Events:	[As per the Commodity Linked Annex] [Other (Specify)]
		Disruption Fallback(s):	[As per the Commodity Linked Annex] [Other (specify)]
		Fallback Reference Price:	[specify] [Not Applicable]
		Additional provisions for Trading Disruption:	[If Trading Disruption applies, specify any additional futures contracts, options contracts or commodities and the related exchange to which Trading Disruption relates]
	(ix)	Adjustments to Commodity Index:	[As per the Commodity Linked Annex] [Not Applicable]
	(x)	Commodity Business Day Convention:	[Following] [Modified Following] [Nearest] [Preceding]
	(xi)	Additional Disruption Events relating to Commodity Linked Warrants:	[None/specify]
26.		Relevant Clearing Systems:	[Euroclear and Clearstream, Luxembourg][specify other]
27.		Additional Business Centres:	[None] [specify]
28.		Other Conditions:	[specify][Not Applicable]
29.	Preference Date:	Share Redemption	[ ]
	ISIN Number: Common Code:	[ ] [ ] [specify any other relevant code]

FINAL TERMS RELATING TO THE PREFERENCE SHARES

1.	Preference Share Issuer:	Barclays Capital (Cayman) Limited
2.	Preference Share Issue Date:	[ ]
3.	Preference Share Class:	Class [ ]
4.	Preference Share Redemption Amount:	£[specify formula and any additional definitions necessary]
5.	Preference Share Redemption Date:	[ ]
6.	Warrant Settlement Date:	The date defined as such in the Warrant Final Terms
7.	Preference Share Agent:	The Bank of New York Mellon (Appointment only operative once Global Preference Share delivered to a common depositary for Euroclear and Clearstream, Luxembourg)
8.	Form of Preference Shares:	Global registered
9.	Preference Share Issue Price:	See paragraph 12 of Warrant Final Terms
10.	Minimum tradeable size:	One Preference Share
	ISIN Number: [ ] Common Code: [ ] [specify any other relevant code]

PART B

1. LISTING AND ADMISSION TO TRADING

(i) Listing and admission to trading: [Application has been made by the Bank (or on its behalf) for the Notes to be admitted to trading on [specify relevant regulated market (for example the Bourse de Luxembourg, the London Stock Exchange's regulated market or the Regulated Market of the Irish Stock Exchange), and, if relevant, listing on an official list (for example, the Official List of the UK Listing Authority)] with effect from [ ].] [Application is expected to be made by the Bank (or on its behalf) for the Notes to be admitted to trading on [specify relevant regulated market (for example the Bourse de Luxembourg, the London Stock Exchange's Regulated Market or the regulated market of the Irish Stock Exchange), and, if relevant, listing on an official list (for example, the Official List of the UK Listing Authority)] with effect from [ ].] [Not Applicable.]

No application has been or will be made to list or admit to trading the Warrants and the Preference Shares on any stock exchange or market.

2. RATINGS

Ratings of the Notes: [The Notes have not been individually rated.]

[The Notes have been rated:

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

[The credit ratings included or referred to above will be treated for the purposes of Regulation (EC) No 1060/2009 on credit rating agencies (the "CRA Regulation") as having been issued by [Fitch Ratings Limited][, Moody's Investor Service Limited][ and Standard & Poor's Credit Market Services Europe Limited], [each of] which is established in the European Union and has applied through its respective London office to be registered under the CRA Regulation, although the result of such applications has not yet been determined]

[A brief explanation of the meaning of the ratings if this has previously been published by the rating provider]]

3. NOTIFICATION

The [name of competent authority in home Member State] [has been requested to provide/has provided - include first alternative for an issue which is contemporaneous with the establishment or update of the Programme and the second alternative for subsequent issues] the [names of competent authorities of host Member States] with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive.]

4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE NOTE ISSUE

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

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

[(i)	Reasons for the Offer:	[ ]
		(See "Use of Proceeds" wording in the Base Prospectus – if reasons for offer different from making profit and/or hedging certain risks will need to include those reasons here)]
[(ii)]	Estimated net proceeds:	[ ]
		(If proceeds are intended for more than one use will need to split out and present in order of priority. If proceeds insufficient to fund all proposed uses state amount and sources of other funding)
[(iii)]	Estimated total expenses:	[ ]
		[Include breakdown of expenses]] (Delete if the minimum denomination is greater than or equal to EUR 50,000 (or its equivalent))

6. YIELD OF THE NOTES (FIXED RATE NOTES ONLY) INDICATION OF YIELD: [ ][Not Applicable] [Calculated as [include details of method of calculation in summary form] on the Note Issue Date.]

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

7. HISTORIC INTEREST RATES (FLOATING RATE NOTES ONLY)

[Details of historic [LIBOR/EURIBOR/other] rates can be obtained from [Reuters].][Not Applicable]

8. PERFORMANCE OF THE UNDERLYING, EXPLANATION OF EFFECT ON VALUE OF THE SECURITIES AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING

Information relating to the [name of Index], including its past and future performance and volatility, may be obtained from [specify].

Investors should note that historical performance should not be taken as an indication of future performance.

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

In certain circumstances (including [at the Note Issuer's option or]5 for reasons of illegality [or as a result of a change in law or hedging disruption]6 ) the Notes may be redeemed early. In such cases, the amount payable will be an amount in cash which shall be the market value of a Note adjusted to take into account any costs, losses or expenses which are incurred (or are expected to be incurred) by (or on behalf of) the Note Issuer in connection with the early redemption or cancellation of the Notes (including (without duplication or limitation) hedging termination and funding breakage costs (whether actual or notional)), all as determined by the Note Determination Agent in its sole and absolute discretion. If the Warrants cannot be delivered through the clearing systems because of a continuing Settlement Disruption Event, the Note Issuer may deliver the Warrants in another commercially reasonable manner or may instead pay an amount in cash representing the fair market value of the Warrant less the cost to the Note Issuer and/or its Affiliates of unwinding any underlying hedging arrangements, all as determined by the Note Determination Agent in its sole and absolute discretion. In the case of an early termination, the Noteholder will not receive the full benefit of any increase in the Index that takes place after the early termination and before the Election Valuation Date.

It is also possible that the Warrants could be terminated early for reasons of illegality. In such a case, the Warrant Issuer will pay to each Warrantholder an amount in respect of each Warrant held by such holder, which amount shall be the market value of a Warrant notwithstanding such illegality adjusted to take into account any costs, losses or expenses which are incurred (or are expected to be incurred) by (or on behalf of) the Warrant Issuer in connection with the cancellation of the Warrants (including (without duplication or limitation) hedging termination and funding breakage costs (whether actual or notional)) plus, if already paid by or on behalf of the Warrantholder, the Warrant Exercise Price, all as determined by the Warrant Determination Agent in its sole and absolute discretion. If the Preference Shares are to be delivered through the clearing systems and cannot be so delivered because of a continuing Settlement Disruption Event, BCCL may deliver the Preference Shares in another commercially reasonable manner or may instead pay an amount in cash representing the fair market value of the Preference Share less the cost to the Warrant Issuer and/or its Affiliates of unwinding any underlying hedging arrangements, all as determined by the Warrant Determination Agent in its sole and absolute discretion.

Investors should note that the Note Determination Agent and the Warrant Determination Agent are entities in the same group as the Note Issuer and the Warrant Issuer, respectively, and may

5

This should only be included where Call Option in point 13 of the Note Final Terms is expressed to be applicable. 6

This should only be included (amended if necessary) where any part of point 15 of the Note Final Terms is expressed to be applicable.

therefore be subject to conflicts of interest in performing their respective duties under the Notes and the Warrants.

9. TERMS AND CONDITIONS OF THE OFFER

Non-exempt public offer provisions:	[Not Applicable] [Applicable] (if not applicable, delete the remaining sub-paragraphs of this paragraph)
Offer Price:	[Issue Price/Not applicable/specify]
Conditions to which the offer is subject:	[Not applicable/give details]
Description of the application process:	[Not applicable/give details]
Details of the minimum and/or maximum amount of application:	[Not applicable/give details]
Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:	[Not applicable/give details]
Details of the method and time limits for paying up and delivering the Notes:	[Not applicable/give details]
Manner in and date on which results of the offer are to be made public:	[Not applicable/give details]
Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:	[Not applicable/give details]
Categories of potential investors to which the Notes are offered and whether tranche(s) have been reserved for certain countries:	[Not applicable/give details]
Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:	[Not applicable/give details]
Amount of any expenses and taxes specifically charged to the subscriber or purchaser:	[Not applicable/give details]
Name(s) and address(es), to the extent known to the Bank, of the placers in the various countries where the offer takes place:	[None/give details]

TERMS AND CONDITIONS OF THE NOTES

The following are the Conditions of the Notes (the "Note Conditions") which will be (in the case of Bearer Notes) incorporated into each Temporary Global Note and each Permanent Global Note and each Definitive Note issued, subject to amendment and as supplemented or varied in accordance with the provisions of the applicable Final Terms or Pricing Supplement and any Relevant Annex specified to be applicable in such Final Terms or Pricing Supplement. Where a Relevant Annex is specified in the applicable Final Terms or Pricing Supplement for any Notes, these Conditions shall be subject to contrary provisions contained in such Relevant Annex and will not apply to the extent they are inconsistent with the provisions of such Relevant Annex. In all cases, these Conditions and the provisions of such Relevant Annex shall be subject to the applicable Final Terms or Pricing Supplement, and will not apply to the extent they are inconsistent with the provisions of such Final Terms or Pricing Supplement. Words and expressions defined or used in the applicable Final Terms or Pricing Supplement shall have the same meanings where used in these Conditions unless the context otherwise requires or unless otherwise stated.

This Note is one of a Series (as defined below) of Notes issued by Barclays Bank PLC (the "Note Issuer") pursuant to the Agency Agreement (as defined below).

References herein to the "Notes" shall be references to the Notes of this Series and shall mean (i) in relation to any Bearer Notes (as defined below) represented by a Global Note or any Uncertificated Registered Notes (each as defined below), units of the lowest denomination in the currency of such Notes (each as specified in the applicable Final Terms (as defined below)), (ii) each Global Note and (iii) any definitive Bearer Notes issued in exchange for a Global Note.

Interest bearing definitive Bearer Notes have interest coupons ("Coupons") attached on issue. The Notes (other than Uncertificated Registered Notes) and the Coupons are issued pursuant to an Amended and Restated Agency Agreement (such Amended and Restated Agency Agreement as amended and/or supplemented and/or restated from time to time, the "Agency Agreement") dated 30 March 2011 and made between, inter alios, the Note Issuer and certain agents and (in the case of Bearer Notes) with the benefit of a deed of covenant (the "Deed of Covenant") dated 9 April 2009 entered into by the Note Issuer. In relation to issues of Uncertificated Registered Notes, the Note Issuer has entered into an agreement with a registrar in respect of such Notes.

These Terms and Conditions (the "Conditions") include summaries of, and are subject to, the provisions of the Agency Agreement. The Noteholders (as defined below) and holders of the Coupons (the "Couponholders") are entitled to the benefit of, and are deemed to have notice of and are bound by, the provisions of the Agency Agreement (insofar as they relate to the Notes and/or Coupons) and the applicable Final Terms, which are binding on them. Copies of the Agency Agreement and the Deed of Covenant are available for inspection at the registered office of the Note Issuer and the specified offices of the Paying Agents (as defined below). The note determination agent, the principal notes agent and the registrar for the time being are referred to below respectively as the "Note Determination Agent", the "Principal Notes Agent" and the "Registrar". In respect of any issue of Notes, "Note Agents" means the Note Determination Agent and the Principal Notes Agent together with, in the case of Bearer Notes, any other paying agents appointed (the "Paying Agents") and, in the case of Uncertificated Registered Notes, the Registrar, and any other agent or agents appointed from time to time in respect of the Notes.

Unless otherwise specified in the applicable Final Terms, the initial Note Agents shall be as follows:

• (a) the initial Note Determination Agent shall be Barclays Bank PLC or Barclays Capital Securities Limited, as specified in the applicable Final Terms;
• (b) the initial Principal Notes Agent shall be The Bank of New York Mellon (acting through its London branch); and
• (c) the initial Registrar in respect of Uncertificated Registered Notes shall be Computershare Investor Services PLC.

In connection with any issue of Notes, the Note Issuer may appoint agents other than, or additional to, the Note Agents specified above in accordance with the terms of the Agency Agreement. Such other or additional Note Agents shall be specified in the applicable Final Terms. References in these Conditions to Note Agents shall be to the initial Note Agents specified above or as specified in the applicable Final Terms, or the then current Successor (whether direct or indirect) of such Note Agent appointed in accordance with these Conditions and the Agency Agreement with respect to such Notes.

The final terms for this Note (or the relevant provisions thereof) are set out in the Final Terms or Pricing Supplement attached to or endorsed on this Note which supplement these Conditions and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the Conditions, replace or modify the Conditions for the purposes of this Note, subject as set out in Condition 1.3(c). References to the "applicable Final Terms" are to the Final Terms or Pricing Supplement, as the case may be, (or the relevant provisions thereof) attached to or endorsed on this Note.

To the extent that the provisions of any Relevant Annex are expressed in the applicable Final Terms to apply to the Notes, references therein to: (i) "Securities" and "Securityholders" shall be construed as references to the Notes and the Noteholders; (ii) "Issuer" shall be construed as references to the Note Issuer; and (iii) "Determination Agent" shall be construed as references to the Note Determination Agent.

As used herein, "Tranche" means Notes which are identical in all respects (including as to listing and admission to trading) and "Series" means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (a) expressed to be consolidated and form a single series and (b) identical in all respects (including as to listing and admission to trading) except for their respective Note Issue Dates, Interest Commencement Dates (if any) and/or Note Issue Prices.

Words and expressions defined in the Agency Agreement or used in the applicable Final Terms shall have the same meanings where used in the Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Agency Agreement and the applicable Final Terms, the applicable Final Terms will prevail.

1. FORM, DENOMINATION, TITLE, TRANSFER AND REDENOMINATION

1.1. Form

(a) Form of Notes

Notes will be issued in bearer form ("Bearer Notes") (with or without Coupons) or in uncertificated registered form ("Uncertificated Registered Notes"), in each case, as specified in the applicable Final Terms. Bearer Notes may not be exchanged for Uncertificated Registered Notes and vice versa.

Bearer Notes will initially be issued in global form ("Global Notes"), and may only be exchanged for Bearer Notes in definitive form ("Definitive Notes") if an Exchange Event occurs and Global Notes are to be exchanged for Definitive Notes in accordance with the terms of the relevant Global Note and, if issued, will be serially numbered. The Note Issuer will promptly give notice to Noteholders in accordance with Condition 12 if an Exchange Event occurs.

(b) Initial Issue of Global Notes

The relevant Global Note may be delivered on or prior to the original issue date of the Tranche to a common depositary (a "Common Depositary") for the Relevant Clearing System.

Upon the initial deposit of a Global Note with a Common Depositary, the Relevant Clearing System will credit each subscriber with a nominal amount of Bearer Notes equal to the nominal amount for which it has subscribed and paid.

(c) Exchange of Global Notes

Each Series of Bearer Notes will be initially issued in the form of a temporary global note in bearer form (a "Temporary Global Note") and will be exchangeable, free of charge to the holder, on and after its Exchange Date in whole or in part upon certification as to non-US beneficial ownership in the form set out in the Agency Agreement for interests in a permanent bearer global note (a "Permanent Global Note").

Each Permanent Global Note will be exchangeable, free of charge to the holder, on or after its Exchange Date in whole but not in part for Definitive Notes only upon the occurrence of an Exchange Event.

On or after any due date for exchange, the holder of a Global Note may surrender such Global Note or, in the case of a partial exchange, present it for endorsement to or to the order of the Principal Note Agent. In exchange for any Global Note, or the part thereof to be exchanged, the Note Issuer will (i) in the case of a Temporary Global Note exchangeable for a Permanent Global Note, deliver, or procure the delivery of, a Permanent Global Note in an aggregate nominal amount equal to that of the whole or that part of a Temporary Global Note that is being exchanged or, in the case of a subsequent exchange, endorse, or procure the endorsement of, a Permanent Global Note to reflect such exchange or (ii) in the case of a Global Note exchangeable for Definitive Notes, deliver, or procure the delivery of, an equal aggregate nominal amount or aggregate number, as applicable, of duly executed and authenticated Definitive Notes. On exchange in full of the Permanent Global Note, the Note Issuer will, if the holder so requests, procure that it is cancelled and returned to the holder together with the relevant Definitive Notes.

1.2. Denomination

The applicable Final Terms will specify the denomination or denominations in which the Notes are issued, together with the aggregate principal amount and currency of the Notes.

1.3. Title

(a) Bearer Notes

Subject to Condition 1.3(b), the Note Issuer and the relevant Note Agents shall (except as otherwise required by law or ordered by a court of competent jurisdiction) deem and treat the holder of any Bearer Note or Coupon as its absolute owner for all purposes (whether or not such Note is overdue and regardless of any notice of ownership, trust or any interest in it, any writing on it (or on the Global Note representing it) or its theft or loss) and no person shall be liable for so treating the holder.

In these Conditions, "Noteholder" means the bearer of any Bearer Note and "holder" means, in relation to a Bearer Note or Coupon, the bearer of such Bearer Note or Coupon.

(b) Cleared Notes

Notwithstanding Condition 1.3(a) for so long as any Bearer Notes are Global Notes held by a Common Depositary ("Cleared Notes"), each person (other than the Relevant Clearing System itself) who is for the time being shown in the records of the Relevant Clearing System as the holder of a particular nominal amount of Notes represented by the relevant Global Note (in which regard any certificate or other document issued by such Relevant Clearing System as to the nominal amount of Notes standing to the account of any person shall be conclusive and binding for all purposes, save in the case of manifest error) shall (except as otherwise required by law or ordered by a court of competent jurisdiction) be treated by the Note Issuer and the relevant Note Agents as the Noteholder and absolute owner of such nominal amount of Notes for all purposes other than with respect to the payments and deliveries on such Notes and the deposit or surrender of such Notes required in connection with any payment, redemption or exercise of any option or election under the Notes.

For the purpose of payments and deliveries and any obligation to deposit and/or surrender Cleared Notes, the relevant Common Depositary shall be treated by the Note Issuer and the relevant Note Agents as the holder and absolute owner of such nominal amount of Notes in accordance with and subject to the terms of the relevant Global Note. Payments and deliveries in respect of Cleared Notes will be made through the Relevant Clearing System against presentation of the Global Note.

(c) Uncertificated Registered Notes

The Uncertificated Registered Notes shall be issued in uncertificated registered form in accordance with the Uncertificated Securities Regulations 2001, including any modification or re-enactment thereof for the time being in force (the "Regulations"). The Uncertificated Registered Notes are participating securities for the purposes of the Regulations. Title to the Uncertificated Registered Notes is recorded on the relevant Operator register of corporate securities. The Registrar on behalf of the Note Issuer shall maintain a record of uncertified corporate securities (the "Record") in relation to the Uncertificated Registered Notes and shall procure that the Record is regularly updated to reflect the Operator register of corporate securities in accordance with the rules of the Operator. Subject to this requirement, (i) each person who is for the time being shown in the Record as the holder of a particular number of Uncertificated Registered Notes shall be treated by the Note Issuer and the Registrar as the holder of such number of Uncertificated Registered Notes for all purposes (and the expressions "Noteholder" and "holder of Uncertificated Registered Notes" and related expressions shall be construed accordingly), and (ii) none of the Note Issuer and the Registrar shall be liable in respect of any act or thing done or omitted to be done by it or on its behalf in reliance upon the assumption that the particulars entered in the Record which the Registrar maintains are in accordance with particulars entered in the Operator register of corporate securities relating to the Uncertificated Registered Notes.

No provisions of these Conditions as amended in accordance with the applicable Final Terms shall (notwithstanding anything contained therein) apply or have effect to the extent that it is in any respect inconsistent with (I) the holding of title to Uncertificated Registered Notes in uncertificated form, (II) the transfer of title to Uncertificated Registered Notes by means of a relevant system or (III) the Regulations. Without prejudice to the generality of the preceding sentence and notwithstanding anything contained in these Conditions or the applicable Final Terms, so long as the Uncertificated Registered Notes are participating securities, (A) the Operator register of corporate securities relating to the Uncertificated Registered Notes shall be maintained at all times in the United Kingdom, (B) the Uncertificated Registered Notes may be issued in uncertificated form in accordance with and subject as provided in the Regulations, and (C) for the avoidance of doubt, the Conditions and the applicable Final Terms in relation to any Uncertificated Registered Note shall remain applicable notwithstanding that they are not endorsed on any certificate for such Uncertificated Registered Note.

As used herein each of "Operator register of corporate securities", "participating securities", "record of uncertificated corporate securities" and "relevant system" is as defined in the Regulations and the relevant Operator (as such term is used in the Regulations) is Euroclear UK & Ireland Limited or any additional or alternative operator from time to time approved by the Issuer and the Registrar in relation to the Uncertificated Registered Notes and in accordance with the Regulations. Any reference herein to the "Operator" shall, whenever the context so permits, be deemed to include a reference to any such additional or alternative Operator from time to time and notified to the Uncertificated Registered Noteholders in accordance with Condition 12.

Notes in definitive registered form will not be issued, either initially or in exchange for an Uncertificated Registered Note.

1.4. Transfer of Notes

Subject as set out above, title to the Bearer Notes and Coupons will pass by delivery.

Title to Uncertificated Registered Notes will pass upon registration of the transfer in the Operator register of corporate securities. All transactions in relation to Uncertificated Registered Notes (including transfers of Uncertificated Registered Notes) in the open market or otherwise must be effected through an account at the Operator subject to and in accordance with the rules and procedures for the time being of the Operator.

1.5. Redenomination

Where the applicable Final Terms specify the currency of the Notes to be Pounds Sterling, the Notes shall, without requiring the consent of the Noteholders or the Couponholders but upon the Note Issuer having given prior notice to the Principal Notes Agent and the Relevant Clearing Systems and at least 30 days' prior notice to the Noteholders in accordance with Condition 12, be redenominated in euro with effect from the Redenomination Date specified in the notice.

The redenomination of the Notes into euro will have effect as follows:

• (a) the Notes shall be deemed to be redenominated in euro in the denomination of euro 0.01 with a nominal amount for each Note equal to the nominal amount of that Note in Pounds Sterling, converted into euro at the Established Rate, provided that, if the Note Issuer determines, with the agreement of the Principal Notes Agent, that the then market practice in respect of the redenomination in euro of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Note Issuer shall promptly notify the Noteholders, the stock exchange (if any) on which the Notes may be listed and the Paying Agents of such deemed amendments;

• (b) save to the extent that an Exchange Notice has been given in accordance with paragraph (d) below, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate nominal amount of Notes presented (or, as the case may be, in respect of which Coupons are presented) for payment by the relevant holder and the amount of such payment shall be rounded down to the nearest euro 0.01;

• (c) if definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the expense of the Note Issuer in the denominations of euro 1.00, euro 1,000, euro 10,000, euro 100,000 and (but only to the extent of any remaining amounts less than euro 1.00 or such smaller denominations as the Principal Notes Agent may approve) euro 0.01 and such other denominations as the Principal Notes Agent shall determine and notify to the Noteholders;

• (d) if issued prior to the Redenomination Date, all unmatured Coupons denominated in Pounds Sterling (whether or not attached to the Notes) will become void with effect from the date on which the Note Issuer gives notice (the "Exchange Notice") that replacement euro-denominated Notes and Coupons are available for exchange (provided that such securities are so available) and no payments will be made in respect of them. The payment obligations contained in any Notes so issued will also become void on that date although those Notes will continue to constitute valid exchange obligations of the Note Issuer. New euro-denominated Notes and Coupons will be issued in exchange for Notes and Coupons denominated in Pounds Sterling in such manner as the Principal Notes Agent may specify and as shall be notified to the Noteholders in the Exchange Notice. No Exchange Notice may be given less than 15 days prior to any date for payment of principal or interest on the Notes;
• (e) after the Redenomination Date, all payments in respect of the Notes and the Coupons, other than payments of interest in respect of periods commencing before the Redenomination Date, will be made solely in euro as though references in the Notes to Pounds Sterling were to euro. Payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque; and
• (f) if the applicable Final Terms specify that the Notes will bear interest and interest for any period ending on or after the Redenomination Date is required to be calculated for a period ending other than on an interest payment date, it will be calculated in the manner specified in the Final Terms or the Exchange Notice, as the case may be, provided (in the latter case) that the calculation complies with conventions then applicable to instruments denominated in euro.

For the purposes of the Conditions, the following expressions have the following meanings:

Established Rate means the rate for the conversion of Pounds Sterling (including compliance with rules relating to roundings in accordance with applicable European Community regulations) into euro established by the Council of the European Union pursuant to Article 123 of the Treaty;

euro means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty;

Redenomination Date means (in the case of interest bearing Notes) any date for payment of interest under the Notes or (in the case of Non Interest Bearing Notes) any date, in each case specified by the Note Issuer in the notice given to the Noteholders pursuant to this Condition 1.5 and which falls on or after the date on which the United Kingdom first participates in the third stage of European economic and monetary union; and

Treaty means the Treaty establishing the European Community, as amended.

2. STATUS

The Notes and any Coupons relating to them constitute unsecured and unsubordinated obligations of the Note Issuer and rank equally among themselves. The payment obligations of the Note Issuer under the Notes and any related Coupons will rank equally with all other present and future unsecured and unsubordinated obligations of the Note Issuer (except for such obligations as may be preferred by provisions of law that are both mandatory and of general application). The Notes do not evidence deposits of the Notes Issuer. The Notes are not insured or guaranteed by any government or government agency.

3. INTEREST

3.1. Interest Bearing Notes

If the applicable Final Terms specify that interest applies to the Notes, each Note will bear interest on its applicable Calculation Amount from and including the Interest Commencement Date at a rate or rates per annum (expressed as a percentage) (the "Interest Rate") specified in, or determined in accordance with, the applicable Final Terms. Interest will be payable in arrear on the date or dates specified in the applicable Final Terms (the "Interest Payment Dates" and each an "Interest Payment Date"). Subject to the other provisions of this Condition 3, the Interest Amount payable per Calculation Amount in respect of any Note on any Interest Payment Date will be calculated by the Note Determination Agent in respect of the immediately preceding Interest Calculation Period and shall be equal to the product of the applicable Interest Rate, the applicable Calculation Amount (determined by reference to the Calculation Amount as at the first day of the relevant Interest Calculation Period unless otherwise specified in the applicable Final Terms) and the Day Count Fraction for the relevant Interest Calculation Period, unless an Interest Amount (or other formula for its calculation) is specified in respect of such Interest Calculation Period in the applicable Final Terms, in which case the amount of interest payable per Calculation Amount in respect of such Note for such period shall equal such Interest Amount (or be calculated in accordance with such formula). If the applicable Final Terms specify the Notes to be Non Interest Bearing Notes, the Notes will not bear interest except in respect of any overdue principal following the due date for redemption (or such other date as specified in the applicable Final Terms).

Notwithstanding anything to the contrary in this Condition 3, the accrual and/or payment of interest may be contingent on, or calculated by reference to, the performance, price, value or level or other factor relating to one or more Reference Assets if so specified in the applicable Final Terms. The interest payable per Calculation Amount, Interest Rate or any Interest Amount, in each case, for an Interest Calculation Period, may be calculated by reference to:

• (i) the number of calendar days in a specified period on which a specified rate and/or price, value or level of one or more Reference Assets has a particular value, is within a specified range or is above/below a specified value, price or level; and/or
• (ii) the rate for the immediately preceding Interest Calculation Period; and/or
• (iii) a range accrual factor, multiplier or other factor; and/or
• (iv) any other method or formula.

Any amendments to this Condition 3 and/or any additional provisions relating to the Notes (including the identity of any Reference Assets) will be set out in the applicable Final Terms.

Interest shall cease to accrue on each Note on the due date for redemption unless upon due presentation payment is improperly withheld or refused, in which event interest shall continue to accrue (before as well as after judgement) at the Interest Rate in the manner provided in this Condition 3 to the Relevant Date as if such period was an Interest Calculation Period.

3.2. Interest on Fixed Rate Securities

If "Fixed Rate" is specified as the Interest Basis in the applicable Final Terms, the Interest Rate for each Interest Calculation Period will be the rate specified in the applicable Final Terms.

3.3. Interest on Floating Rate Securities

Subject to Conditions 3.3(c) and (d), if "Floating Rate" is specified as the Interest Basis in the applicable Final Terms, the Interest Rate for an Interest Calculation Period will be the rate determined by the Note Determination Agent in the manner specified in the applicable Final Terms pursuant to Condition 3.3(a) or 3.3(b) or as otherwise provided in the applicable Final Terms. In respect of any short or long Interest Calculation Period as specified in the applicable Final Terms the Note Determination Agent will determine the Interest Rate using Linear Interpolation or such other formula or method (if any) as is specified in the applicable Final Terms.

(a) ISDA Determination for Floating Rate Securities

If "ISDA Determination" is specified as applicable in the applicable Final Terms, the Interest Rate for an Interest Calculation Period will be the relevant ISDA Rate. If with respect to a Reset Date for an Interest Calculation Period, in the opinion of the Note Determination Agent (a) the ISDA Rate is not published or made available to the market and/or (b) the Note Determination Agent determines that an alternative market rate is in more common usage, the Note Determination Agent shall determine the Interest Rate for such Interest Calculation Period at its sole and absolute discretion.

(b) Screen Rate Determination for Floating Rate Securities

If "Screen Rate Determination" is specified as applicable in the applicable Final Terms, the Interest Rate for an Interest Calculation Period will, subject as provided below, be either:

• (i) the offered quotation; or
• (ii) the arithmetic mean of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Rate that appears or appear, as the case may be, on the Relevant Screen Page as at 11:00 a.m. (London time, in the case of LIBOR, or Brussels time, in the case of EURIBOR) on the Interest Determination Date in question (as specified in the applicable Final Terms or as defined below) relating to such Interest Calculation Period, all as determined by the Note Determination Agent in accordance with the other provisions of this Condition 3. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Note Determination Agent for the purpose of determining the arithmetic mean of such offered quotations.

If the "Reference Rate" from time to time in respect of the Notes is specified in the applicable Final Terms as being other than LIBOR or EURIBOR, the Interest Rate in respect of the Notes will be determined as provided in the applicable Final Terms.

If, on any Interest Determination Date relating to such Interest Calculation Period, the Relevant Screen Page is not available or, if Condition 3.3(b)(i) applies and no such offered quotation appears on the Relevant Screen Page, or, if Condition 3.3(b)(ii) applies and fewer than three such offered quotations appear on the Relevant Screen Page, in each case as at the time specified above, subject as provided below, the Note Determination Agent shall request, if the Reference Rate is LIBOR, the principal London office of each of the Reference Banks or, if the Reference Rate is EURIBOR, the principal Euro-zone office of each of the Reference Banks, to provide the Note Determination Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate if the Reference Rate is LIBOR, at approximately 11:00 a.m. (London time), or if the Reference Rate is EURIBOR, at approximately 11:00 a.m. (Brussels time) on the Interest Determination Date in question. If two or more of the Reference Banks provide the Note Determination Agent with such offered quotations, the Interest Rate for such Interest Calculation Period shall be the arithmetic mean of such offered quotations as determined by the Note Determination Agent.

If the preceding paragraph applies and the Note Determination Agent determines that fewer than two Reference Banks are providing offered quotations, subject as provided below, the Interest Rate shall be the arithmetic mean of the rates per annum (expressed as a percentage) as communicated to (and at the request of) the Note Determination Agent by the Reference Banks or any two or more of them, at which such banks were offered, if the Reference Rate is LIBOR, at approximately 11:00 a.m. (London time) or, if the Reference Rate is EURIBOR, at approximately 11:00 a.m. (Brussels time) on the relevant Interest Determination Date, deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate by leading banks in, if the Reference Rate is LIBOR, the London inter-bank market or, if the Reference Rate is EURIBOR, the Euro-zone inter-bank market, as the case may be, or, if fewer than two of the Reference Banks provide the Note Determination Agent with such offered rates, the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean of the offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, at which, if the Reference Rate is LIBOR, at approximately 11:00 a.m. (London time) or, if the Reference Rate is EURIBOR, at approximately 11:00 a.m. (Brussels time), on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Issuer suitable for such purpose) informs the Note Determination Agent it is quoting to leading banks in, if the Reference Rate is LIBOR, the London inter-bank market or, if the Reference Rate is EURIBOR, the Euro-zone inter-bank market, as the case may be, provided that, if the Interest Rate cannot be determined in accordance with the foregoing provisions of this paragraph, the Interest Rate for such Interest Calculation Period shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin or Minimum or Maximum Interest Rate is to be applied to the relevant Interest Calculation Period from that which applied to the last preceding Interest Calculation Period, the Margin or Minimum or Maximum Interest Rate relating to the relevant Interest Calculation Period, in place of the Margin or Minimum or Maximum Interest Rate relating to that last preceding Interest Calculation Period).

(c) Margin

If any Margin is specified in the applicable Final Terms (either (i) generally or (ii) in relation to one or more Interest Calculation Periods), an adjustment shall be made to all Interest Rates, in the case of (i), or the Interest Rate for the specified Interest Calculation Periods, in the case of (ii), calculated in accordance with Condition 3.3(b) above by adding (if a positive number) or subtracting the absolute value (if a negative number) of such Margin, subject always to Condition 3.3(d).

(d) Minimum Interest Rate and/or Maximum Interest Rate

If any Minimum Interest Rate or Maximum Interest Rate is specified in the applicable Final Terms (either (i) generally or (ii) in relation to one or more Interest Calculation Periods), then all Interest Rates in the case of (i), or the Interest Rate for the specified Interest Calculation Periods, in the case of (ii), shall be subject to such Minimum Interest Rate or Maximum Interest Rate, as applicable.

3.4. Variable Rate Notes

Each Variable Rate Note bears interest on the basis of the formula or method specified for such purpose in the applicable Final Terms, as determined by the Note Determination Agent in accordance with the other provisions of this Condition 3. Where the prices for one or more Reference Assets are quoted in a currency other than the Specified Currency, the Note Determination Agent shall use the Exchange Rate to convert such prices into the Specified Currency, at such time or times and on such dates as the Note Determination Agent deems appropriate.

3.5. Non Interest Bearing Notes

If "Non Interest Bearing" is specified as the Interest Basis in the applicable Final Terms, the Notes will not bear interest and references to interest and Coupons in these Note Conditions are not applicable, provided however that where the nominal amount of a Non Interest Bearing Note is not paid by the Note Issuer when due, the amount due and payable shall be the Note Redemption Amount (without accrued interest).

3.6. Calculations

For the purposes of any calculations required pursuant to the Conditions (unless otherwise specified in any applicable Relevant Annex or the applicable Final Terms), (a) all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with 0.000005 of a percentage point being rounded up), (b) all figures shall be rounded to seven significant figures (provided that if the eighth significant figure is a 5 or greater, the seventh significant figure shall be rounded up), and (c) all currency amounts that fall due and payable shall be rounded to the nearest unit of such currency (with half a unit being rounded up), save in the case of yen, which shall be rounded down to the nearest yen. For these purposes, "unit" means the lowest amount of such currency that is available as legal tender in the country of such currency. If Securities are in global form or uncertificated registered form, (x) any calculations in respect of such Securities shall be made in respect of the aggregate nominal amount or number, as the case may be, of such Securities from time to time outstanding (or the relevant affected portion thereof) and (y) the result of any such calculation shall be rounded in accordance with the relevant method above.

3.7. Determination and Publication of Rates and Amounts

As soon as practicable on such date as the Principal Notes Agent or, as applicable, the Note Determination Agent may be required to calculate any rate or amount, obtain any quotation or make any determination or calculation in respect of or in connection with any Note, such Note Agent shall determine such rate and calculate such amount in respect of each Note, obtain any required quotation or make such determination or calculation, as the case may be, and cause the rate and amount so calculated to be notified to the Note Issuer, each of the other Paying Agents and the Noteholders and, if the Notes are listed on a stock exchange and the rules of such exchange or other relevant authority so require, such exchange or other relevant authority as soon as possible after their determination but in no event later than (i) the commencement of the relevant Interest Calculation Period, if applicable and if determined prior to such time, in the case of notification to such exchange of a Rate of Interest and Interest Amount, or (ii) in all other cases the fourth Business Day following such determination.

Where any Interest Payment Date is subject to adjustment pursuant to Condition 3.9, the Interest Amounts and the Interest Payment Date so published may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without notice in the event of an extension or shortening of the Interest Calculation Period. If interest bearing Notes become due and payable pursuant to Condition 20, the accrued interest and the Interest Rate payable in respect of the Notes shall nevertheless continue to be calculated as previously in accordance with the applicable Final Terms but no publication of the Interest Rate or the Interest Amount so calculated need be made. The determination of any rate or amount, the obtaining of each quotation and the making of each determination or calculation by the Principal Notes Agent or, as applicable, the Note Determination Agent shall (in the absence of manifest error) be final and binding upon all parties.

3.8. Postponement of Payments and Settlement

If the interest payable in respect of any Interest Calculation Period is determined by reference to one or more Valuation Dates and/or Averaging Dates (or any other date on which the underlying assets are observed as specified in the Relevant Annex) and any such Valuation Date and/or Averaging Date (or such other date) either (A) in the case where the Equity Linked Relevant Annex applies, is not a Scheduled Trading Day then such Valuation Date and/or Averaging Date (or such other date) shall be postponed until the next following Scheduled Trading Day unless otherwise provided in the Relevant Annex or (B) is affected by a market disruption, price disruption or other disruption as specified in any applicable Relevant Annex or in the applicable Final Terms, then such Valuation Date and/or Averaging Date (or such other date) may be postponed as specified in such applicable Relevant Annex or as set out in the applicable Final Terms, provided that in each case such Valuation Date and/or Averaging Date (or such other date) will not be postponed beyond the second Business Day preceding the relevant Interest Payment Date or any other date specified in the applicable Final Terms as the date on which the relevant payment is to occur and if any such date is postponed to such second Business Day and such second Business Day either (i) in the case where the Equity Linked Relevant Annex applies, is not a Scheduled Trading Day or (ii) is so affected as specified above, the Note Determination Agent shall determine in a commercially reasonable manner the relevant amount due to be paid. In connection with the postponement of any Valuation Date and/or Averaging Date(s) the relevant Interest Payment Date and certain other dates, as applicable, may be postponed as specified in such applicable Relevant Annex or the applicable Final Terms. No additional amounts shall be payable or deliverable by the Note Issuer because of such postponement.

3.9. Business Day Convention

If (1) there is no numerically corresponding day of the calendar month in which an Interest Period End Date should occur or (2) if any date which is specified to be subject to adjustment in accordance with a Business Day Convention would otherwise fall on a day that is not a Business Day, then such date will be adjusted according to the Business Day Convention specified in the applicable Final Terms. If the Business Day Convention is specified to be:

• (a) the "Following", such date shall be postponed to the next day that is a Business Day;
• (b) the "Modified Following", such date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event such date shall be brought forward to the immediately preceding Business Day;
• (c) the "Nearest", such date will be the first preceding day that is a Business Day if the relevant date otherwise falls on a day other than a Sunday or a Monday and will be the first following day that is a Business Day if the relevant date otherwise falls on a Sunday or a Monday; or
• (d) the "Preceding", such date shall be brought forward to the immediately preceding Business Day.

3.10. Nature of the Return

Any interest paid to the Noteholder shall constitute consideration paid for the use of the principal and for the assumption of risk that the Noteholder may not recover its original investment or that its return may be variable.

4. REDEMPTION

4.1. Redemption on the Note Redemption Date

Subject to the provisions of and in accordance with Condition 5 and unless previously redeemed or purchased and cancelled in accordance with Condition 4.5, each Note will be redeemed on the Note Redemption Date and the relevant Noteholder may, at its option, either:

• (a) elect to receive payment on the Note Redemption Date of the Note Redemption Amount in respect of such Note; or
• (b) direct the Note Issuer to apply the Note Redemption Amount in respect of such Note in purchasing for delivery on the Warrant Delivery Date, one Warrant upon payment by, or on behalf of, the relevant Noteholder of any applicable Taxes and Redemption Expenses,

in each case subject to and in accordance with the Conditions and subject to any applicable fiscal or other laws or regulations.

The Noteholder will be deemed to have directed the Note Issuer to apply the Note Redemption Amount in the manner set out in paragraph (b) above unless the relevant Noteholder states in the Note Maturity Redemption Notice delivered under Condition 5.2(a)(i) that he has elected to receive payment of the Note Redemption Amount on the Note Redemption Date in respect of each Note held by him.

Any election to receive payment of the Note Redemption Amount made in the Note Maturity Redemption Notice will be deemed to be void (and accordingly the relevant Noteholder will be deemed to have directed the Note Issuer to apply the Note Redemption Amount in respect of the Notes the subject of the notice in the manner set out in paragraph (b) above) if, on the Election Valuation Date, the market value of each Warrant, determined by the Note Determination Agent in good faith and in a commercially reasonable manner, is less than the Denomination.

Where a Noteholder opts, in accordance with paragraph (b) above, for the Note Issuer to apply the Note Redemption Amount in respect of a Note to purchase a Warrant, the Warrant is delivered by the Note Issuer to the Noteholder in respect of the Note as consideration for the use of the par amount of the Note and in compensation for and in recognition that in certain circumstances the value of the Warrant on the Warrant Delivery Date may not be more than the par value of the Note.

4.2. Early Redemption at the option of the Note Issuer

If Call Option is specified as applicable in the applicable Final Terms, the Note Issuer may redeem the Notes on any Note Early Redemption Date. If the Note Issuer exercises this option in accordance with the provisions of Condition 5.2(a)(ii), it will redeem the Notes, subject to and in accordance with the Conditions and the applicable Final Terms, in whole (but not in part) on the Note Early Redemption Date, and the Noteholders will receive from the Note Issuer on the Note Early Redemption Date (or the earliest practicable date thereafter), the Early Cash Settlement Amount in respect of such Notes, subject to any applicable fiscal or other laws or regulations and subject to and in accordance with the Conditions and the applicable Final Terms. Payment of any applicable Taxes and Redemption Expenses will be made by the Noteholders and the Note Issuer shall not have any liability in respect thereof.

4.3. Early Redemption following the occurrence of a Specified Early Redemption Event

If Specified Early Redemption is specified as applicable in the applicable Final Terms and a Specified Early Redemption Event occurs, the Issuer may, or shall if Automatic Early Redemption is specified as applicable in the applicable Final Terms, redeem the Notes in whole (but not in part) on the Specified Early Redemption Event Settlement Date. If the Notes are redeemed in accordance with this Condition 4.3, the Noteholder may, at its option, either:

• (a) elect to receive payment on the Specified Early Redemption Event Settlement Date of the Specified Early Redemption Event Note Redemption Amount in respect of such Note; or
• (b) direct the Note Issuer to apply the Specified Early Redemption Event Note Redemption Amount in respect of such Note in purchasing for delivery on the relevant Specified Early Redemption Event Warrant Delivery Date, one Warrant upon payment by, or on behalf of, the relevant Noteholder of any applicable Taxes and Redemption Expenses,

in each case subject to and in accordance with the Conditions and subject to any applicable fiscal or other laws or regulations.

The Noteholder will be deemed to have directed the Note Issuer to apply the Specified Early Redemption Event Note Redemption Amount in the manner set out in paragraph (b) above unless the relevant Noteholder states in the Specified Early Redemption Event Note Redemption Notice delivered under Condition 5.2(a)(iii) that he has elected to receive payment of the Specified Early Redemption Event Note Redemption Amount on the Specified Early Redemption Event Settlement Date in respect of each Note held by him.

Any election to receive payment of the Specified Early Redemption Event Note Redemption Amount made in the Specified Early Redemption Event Note Redemption Notice will be deemed to be void (and accordingly the relevant Noteholder will be deemed to have directed the Note Issuer to apply the Specified Early Redemption Event Note Redemption Amount in respect of the Notes (the subject of the notice) in the manner set out in paragraph (b) above) if, on the relevant Specified Early Redemption Event Determination Date, the market value of each Warrant, determined by the Note Determination Agent in good faith and in a commercially reasonable manner, is less than the Denomination.

Where a Noteholder elects, in accordance with paragraph (b) above, for the Note Issuer to apply the Specified Early Redemption Event Note Redemption Amount in respect of a Note to purchase a Warrant, the Warrant is delivered by the Note Issuer to the Noteholder in respect of the Note as consideration for the use of the par amount of the Note and in compensation for and in recognition that in certain circumstances the value of the Warrant on the relevant Specified Early Redemption Event Warrant Delivery Date may not be more than the par value of the Note.

If any calculation relating to a Specified Early Redemption Event is determined by reference to one or more Valuation Dates and/or Averaging Dates (or any other date on which the underlying assets are observed as specified in the Relevant Annex) and any such Valuation Date and/or Averaging Date (or such other date) either (A) in the case where the Equity Linked Relevant Annex applies, is not a Scheduled Trading Day then such Valuation Date and/or Averaging Date (or such other date) shall be postponed until the next following Scheduled Trading Day unless otherwise provided in the Relevant Annex or (B) is affected by a market disruption, price disruption or other disruption as specified in any applicable Relevant Annex or in the applicable Final Terms, then such Valuation Date and/or Averaging Date (or such other date) may be postponed as specified in such applicable Relevant Annex or as set out in the applicable Final Terms, provided that in each case such Valuation Date and/or Averaging Date (or such other date) will not be postponed beyond the second Business Day preceding the relevant Specified Early Redemption Event Settlement Date or any other date specified in the applicable Final Terms as the date on which the relevant payment or other settlement is to occur and if any such date is postponed to such second Business Day and such second Business Day either (i) in the case where the Equity Linked Relevant Annex applies, is not a Scheduled Trading Day or (ii) is so affected as specified above, the Note Determination Agent shall determine in a commercially reasonable manner the relevant amount due to be paid or other settlement to be made. In connection with the postponement of any Valuation Date and/or Averaging Date(s) the relevant Specified Early Redemption Event Settlement Date and certain other dates, as applicable, may be postponed as specified in such applicable Relevant Annex or the applicable Final Terms. No additional amounts shall be payable or deliverable by the Note Issuer because of such postponement.

4.4. Early Redemption or Adjustment following the occurrence of an Additional Disruption Event

If an Additional Disruption Event occurs, the Note Issuer may, at its sole and absolute discretion:

• (a) request that the Note Determination Agent determines, at its sole and absolute discretion, whether an appropriate adjustment can be made to the Conditions and any other provisions relating to the Notes to account for the economic effect of such event on the Notes and to preserve substantially the economic effect to the Noteholders of a holding of the relevant Notes. If the Note Determination Agent determines that such adjustment(s) can be made, the Note Issuer shall determine the effective date of such adjustment(s) and take the necessary steps to effect such adjustment(s). The Note Issuer shall notify Noteholders of any such adjustment(s) in accordance with Condition 12 as soon as reasonably practicable after the nature and effective date of the adjustments is determined. If the Note Determination Agent determines that no adjustment that could be made would produce a commercially reasonable result and preserve substantially the economic effect to the Noteholders of a holding of the relevant Note it shall notify the Note Issuer of such determination and no adjustment(s) shall be made. None of the Note Determination Agent, the Note Issuer or any other party shall be liable to any holder, Noteholder or any other person for any determination and/or adjustment made by the Note Determination Agent and/or the Note Issuer pursuant to this Condition 4.4(a); or
• (b) on giving not less than 10 Business Days' irrevocable notice to Noteholders (or such other notice period as may be specified in the applicable Final Terms) (such period the "Early Redemption Notice Period") in accordance with Condition 12 (such notice an "Additional Disruption Event Redemption Notice") redeem all of the Notes of the relevant Series in whole at their Early Cash Settlement Amount on the Early Cash Redemption Date.

4.5. Cancellation

Without prejudice to the provisions of Condition 18, the Notes, once redeemed by or on behalf of the Note Issuer, will forthwith be cancelled and accordingly may not be reissued or resold.

5. REDEMPTION PROCEDURES

5.1. General

The redemption of Notes shall be effected only in accordance with this Condition 5 unless different procedures are specified in the applicable Final Terms.

5.2. Redemption Notices

(a) Redemption Notices generally

(i) Where Notes are being redeemed on the Note Redemption Date

Unless otherwise specified in the applicable Final Terms, payment of the Note Redemption Amount on the Note Redemption Date or delivery of the Warrants on the Warrant Delivery Date to, or to the order of, the relevant Noteholder is conditional upon the Noteholder delivering (in the case of Bearer Notes) in writing or by S.W.I.F.T. to the Relevant Clearing System and (in the case of Uncertificated Registered Notes) by a Dematerialised Instruction to the Operator, with a copy (delivered either by S.W.I.F.T. or in writing) to the Principal Notes Agent and (in the case of Uncertificated Registered Notes) to the Registrar, a duly completed irrevocable notice (a "Note Maturity Redemption Notice") substantially in the form set out in Schedule 8 to the Agency Agreement (copies of which may be obtained from the specified office of the Paying Agents) not later than 5:00 pm (London time) on the second Business Day before the Note Redemption Date. The Note Maturity Redemption Notice may specify that it is subject to certain specified additional conditions or requirements.

(ii) Where Notes are being redeemed by the Note Issuer pursuant to Condition 4.2

Unless otherwise specified in the applicable Final Terms, if the Note Issuer wishes to redeem the Notes pursuant to Condition 4.2, the Note Issuer must give Noteholders notice of redemption (a "Note Issuer Redemption Notice") in accordance with Condition 12 (which notice will be irrevocable and will specify the Early Cash Settlement Amount) and, at the same time, deliver a copy of the Note Issuer Redemption Notice to the Principal Notes Agent and the Relevant Clearing System. The Note Issuer Redemption Notice may specify that it is subject to certain specified additional conditions or requirements.

A Note Issuer Redemption Notice given in respect of any Notes must be given no later than the Note Redemption Notice Time on any Business Day. A Note Issuer Redemption Notice received after the Note Redemption Notice Time on any day will be deemed received on the next following Business Day.

Unless otherwise specified in the applicable Final Terms, payment of the Early Cash Settlement Amount on the Note Early Redemption Date to or to the order of the relevant Noteholder is conditional upon the Noteholder delivering (in the case of Bearer Notes) in writing or by S.W.I.F.T. to the Relevant Clearing System and (in the case of Uncertificated Registered Notes) by a Dematerialised Instruction to the Operator, with a copy (delivered either by S.W.I.F.T. or in writing) to the Principal Notes Agent and (in the case of Uncertificated Registered Notes) the Registrar, a duly completed Noteholder's Notice not later than the Note Redemption Notice Time on the Note Early Redemption Date.

(iii) Where Notes are being redeemed by the Note Issuer pursuant to Condition 4.3

Unless otherwise specified in the applicable Final Terms, if the Notes are to be redeemed pursuant to Condition 4.3, the Note Issuer must give Noteholders notice of redemption (a "Note Issuer Specified Early Redemption Event Redemption Notice") in accordance with Condition 12 (which notice will be irrevocable and will provide details of the Specified Early Redemption Event) and, at the same time, deliver a copy of the Note Issuer Specified Early Redemption Event Redemption Notice to the Principal Notes Agent and the Relevant Clearing System.

A Note Issuer Specified Early Redemption Event Redemption Notice given in respect of any Notes must be given no later than the Specified Early Redemption Event Note Redemption Notice Time on any Business Day.

Unless otherwise specified in the applicable Final Terms, payment of the Specified Early Redemption Event Note Redemption Amount on the Specified Early Redemption Event Settlement Date or delivery of the Warrants on the Specified Early Redemption Event Warrant Delivery Date to, or to the order of, the relevant Noteholder is conditional upon the Noteholder delivering (in the case of Bearer Notes) in writing or by S.W.I.F.T. to the Relevant Clearing System and (in the case of Uncertificated Registered Notes) by a Dematerialised Instruction to the Operator, with a copy (delivered either by S.W.I.F.T. or in writing) to the Principal Notes Agent and (in the case of Uncertificated Registered Notes) to the Registrar, a duly completed irrevocable notice (a "Specified Early Redemption Event Note Redemption Notice") substantially in the form set out in Schedule 8 to the Agency Agreement (copies of which may be obtained from the specified office of the Paying Agents) not later than 5:00 pm (London time) on the second London Business Day before the Specified Early Redemption Event Settlement Date. The Specified Early Redemption Event Note Redemption Notice may specify that it is subject to certain specified additional conditions or requirements.

(iv) Where Notes are being redeemed by the Note Issuer pursuant to Condition 4.4

Unless otherwise specified in the applicable Final Terms, if the Note Issuer wishes to redeem the Notes pursuant to Condition 4.4, the Note Issuer must give Noteholders notice of redemption (a "Special Note Redemption Notice") in accordance with Condition 12 (which notice will be irrevocable and will specify the Early Cash Settlement Amount) and, at the same time, deliver a copy of the Special Note Redemption Notice (in the case of Bearer Notes) to the Principal Notes Agent and the Relevant Clearing System and (in the case of Uncertificated Registered Notes) by a Dematerialised Instruction to the Operator with a copy to the Registrar. The Special Note Redemption Notice may specify that it is subject to certain specified additional conditions or requirements.

A Special Note Redemption Notice given in respect of any Notes must be given no later than the Note Redemption Notice Time on any Business Day. A Special Note Redemption Notice received after the Note Redemption Notice Time on any day will be deemed received on the next following Business Day.

Unless otherwise specified in the applicable Final Terms, payment of the Early Cash Settlement Amount on the Note Early Redemption Date to or to the order of the relevant Noteholder is conditional upon the Noteholder delivering (in the case of Bearer Notes) in writing or by S.W.I.F.T. to the Relevant Clearing System or (in the case of Uncertificated Registered Notes) by a Dematerialised Instruction to the Operator, with a copy (delivered either by S.W.I.F.T. or in writing) to the Principal Notes Agent and (in the case of Uncertificated Registered Notes) the Registrar, a duly completed Noteholder's Notice not later than the Note Redemption Notice Time on the Note Early Redemption Date.

(b) Effect of Redemption Notices

A Note Maturity Redemption Notice, a Specified Early Redemption Event Note Redemption Notice or a Noteholder's Notice, as the case may be, if delivered in accordance with Condition 5.2(a)(i), (ii), (iv) and (iv), as the case may be, shall, inter alia, contain:

• (A) an irrevocable instruction to the Relevant Clearing System (in the case of Bearer Notes) or the Operator (in the case of Uncertificated Registered Notes) to debit the designated Securities Account for each Note to be redeemed on the Note Redemption Date, Specified Early Redemption Event Settlement Date or Note Early Redemption Date, as the case may be;
• (B) in the case of a Note Maturity Redemption Notice and a Specified Early Redemption Event Note Redemption Notice, an irrevocable instruction to the Relevant Clearing System and (in the case of Uncertificated Registered Notes) the Operator either (i) to credit the Cash Account of the Noteholder at the Relevant Clearing System or the Operator, as the case may be, with the Note Redemption Amount on the Note Redemption Date or the Specified Early Redemption Event Note Redemption Amount on the Specified Early Redemption Event Note Settlement Date, as the case may be, or (ii) to credit the Securities Account of the Noteholder at the Relevant Clearing System with the Warrant on the Warrant Delivery Date or the Specified Early Redemption Event Warrant Delivery Date, as the case may be, depending on the election made pursuant to Condition 4.1 or Condition 4.3, as the case may be;
• (C) in the case of a Noteholders' Notice, an irrevocable instruction to the Relevant Clearing System (in the case of Bearer Notes) or the Operator (in the case of Uncertificated Registered Notes) to credit the Cash Account of the Noteholder at the Relevant Clearing System (in the case of Bearer Notes) or the Operator (in the case of Uncertificated Registered Notes) with any Early Cash Settlement Amount payable on the Note Early Redemption Date;
• (D) the name(s) and number(s) of the relevant Securities Account(s) and Cash Account(s) and, if applicable, the relevant Participant ID;
• (E) an undertaking by the relevant Noteholder to pay any applicable Redemption Expenses in accordance with Condition 5.4 and an authority to debit the Cash Account of the Noteholder at the Relevant Clearing System (in the case of Bearer Notes) or the Operator (in the case of Uncertificated Registered Notes) in respect thereof;
• (F) an undertaking by the relevant Noteholder to pay any applicable Taxes in accordance with Conditions 5.4 and 8; and
• (G) (in the case of Uncertificated Registered Notes) an irrevocable agreement to deliver such instructions to the Operator as may be requested by the Registrar to give effect to the delivery and payment arrangements described above.

(c) US Certification requirements

The Noteholder must make the following certification (or such other form of certification as may be agreed between the Note Issuer or one of its Affiliates and the Noteholder to equivalent effect) in each Note Maturity Redemption Notice, Specified Early Redemption Event Note Redemption Notice and Noteholders' Notice:

"Neither the person holding the Notes referred to in this notice, nor any person on whose behalf the Notes are being held when redeemed, is a US person or a person within the United States (as such terms are defined in Regulation S under the Securities Act).

We understand that this notice is required in connection with certain securities, commodities and other legislation in the United States. If administrative or legal proceedings are commenced or threatened in connection with which this notice is or might be relevant, we irrevocably authorise you to produce this notice or a copy thereof to any interested party in such proceedings."

5.3. Liability

Redemption of the Notes, payments by the Note Issuer and any Paying Agent and any transfer of the Warrants by the Note Issuer and/or any Paying Agent will be subject in all cases to all applicable fiscal and other laws, regulations and practices in force at such time (including, without limitation, any relevant exchange control laws or regulations and the Relevant Rules) and none of the Note Issuer or any Paying Agent shall incur any liability whatsoever if it is unable to effect any payments or transfers contemplated, after using all reasonable efforts, as a result of any such laws, regulations and practices. None of the Note Issuer or any Paying Agent shall under any circumstances be liable for any acts or defaults of any Relevant Clearing System in the performance of its duties in relation to the Notes.

5.4. Settlement by the Note Issuer

(a) Delivery of Warrants at Maturity or on a Specified Early Redemption Event

As soon as practicable after the second Business Day before the Note Redemption Date or the Specified Early Redemption Event Settlement Date, as the case may be, the Note Issuer will confirm to the Relevant Clearing System and to the Principal Notes Agent the amount of any applicable Taxes which the Note Issuer or the relevant Paying Agent is required to withhold or deduct and the amount of any Redemption Expenses incurred by the Note Issuer. Subject to receipt of such information and to compliance by the Noteholder with the redemption procedure set out in these Conditions, the Relevant Clearing System will, on or before the Warrant Delivery Date or the Specified Early Redemption Event Warrant Delivery Date, as the case may be, transfer from the Cash Account of the relevant Noteholder to the Bank Account an amount equal to (1) any such Taxes and (2) any such Redemption Expenses. The Note Issuer will ensure that delivery of the Warrants to the Noteholder takes place on the Warrant Delivery Date or the Specified Early Redemption Event Warrant Delivery Date, as the case may be. The Note Issuer shall not be responsible for any delay or failure in the transfer of the Warrants once such steps have been carried out, whether resulting from settlement periods of clearing systems, acts or omissions of registrars or otherwise and shall have no responsibility for the lawfulness of the acquisition or transfer of the Warrants or any interest therein by any Noteholder or any other person.

If the Taxes and Redemption Expenses payable by any Noteholder have not been credited to the Bank Account (in favour of the Note Issuer) as required by this Condition 5.4, then the Note Issuer shall be under no obligation to transfer the Warrants to such Noteholder or make any payment of any nature to such Noteholder in respect of the Notes being redeemed, and the Note Maturity Redemption Notice, the Specified Early Redemption Event Note Redemption Notice or the Noteholders' Notice, as the case may be, delivered by such Noteholder in respect of such Notes shall thereafter be null and void for all purposes.

Notes redeemed at the same time by the same Noteholder will be aggregated for the purpose of determining the aggregate number of Warrants to be delivered. All Warrants will be delivered at the risk of the relevant Noteholder.

(b) Payment of the Note Redemption Amount at Maturity

Subject to compliance by the Noteholder with the redemption procedure set out in these Conditions, the Note Issuer shall pay or cause to be paid on the Note Redemption Date the Note Redemption Amount (less any Taxes or Redemption Expenses that the Note Issuer is authorised or required to deduct) to the Relevant Clearing System for credit to the relevant Noteholder's Cash Account designated in the relevant Note Maturity Redemption Notice for value on the Note Redemption Date. The Note Issuer shall not be liable for the failure of any third party to credit the Noteholder's Cash Account or for payment effected to persons not entitled thereto.

(c) Payment of the Specified Early Redemption Event Note Redemption Amount at the Specified Early Redemption Event Settlement Date

Subject to compliance by the Noteholder with the redemption procedure set out in these Conditions, the Note Issuer shall pay or cause to be paid on the Specified Early Redemption Event Settlement Date the Specified Early Redemption Event Note Redemption Amount (less any Taxes or Redemption Expenses that the Note Issuer is authorised or required to deduct) to the Relevant Clearing System for credit to the relevant Noteholder's Cash Account designated in the relevant Specified Early Redemption Event Note Redemption Notice for value on the Specified Early Redemption Event Settlement Date. The Note Issuer shall not be liable for the failure of any third party to credit the Noteholder's Cash Account or for payment effected to persons not entitled thereto.

(d) Payment of the Early Cash Settlement Amount on Early Redemption

Subject to compliance by the Noteholder with the redemption procedure set out in these Conditions, the Note Issuer shall pay or cause to be paid on the Note Early Redemption Date the Early Cash Settlement Amount (less any Taxes or Redemption Expenses that the Note Issuer is authorised or required to deduct) to the Relevant Clearing System for credit to the relevant Noteholder's Cash Account designated in the relevant Noteholders' Notice for value on the Note Early Redemption Date. The Note Issuer shall not be liable for the failure of any third party to credit the Noteholder's Cash Account or for payment effected to persons not entitled thereto.

5.5. Warrant Settlement Disruption Event

If, in accordance with Condition 4.1 or Condition 4.3, the Noteholder has elected to receive Warrants but a Warrant Settlement Disruption Event prevents the delivery of such Warrants on the Warrant Delivery Date or the Specified Early Redemption Event Warrant Delivery Date, as the case may be, then the Warrant Delivery Date or the Specified Early Redemption Event Warrant Delivery Date, as the case may be, will be the first succeeding day on which delivery of the Warrants can take place through the Relevant Clearing System unless a Warrant Settlement Disruption Event prevents settlement on each of the 10 Relevant Clearing System Business Days immediately following the original date that, but for the Warrant Settlement Disruption Event, would have been the Warrant Delivery Date or the Specified Early Redemption Event Warrant Delivery Date, as the case may be.

In that case, the Note Issuer may, in its sole discretion, elect to (1) satisfy its obligations in respect of the relevant Note by payment in cash of the Settlement Disruption Amount not later than the third Business Day following the date that the notice of such election is given to Noteholders in accordance with Condition 12, or (2) if the Warrants can be delivered in any other commercially reasonable manner, as determined by the Note Issuer in its sole discretion, designate that the Warrant Delivery Date or the Specified Early Redemption Event Warrant Delivery Date, as the case may be, will be the first day on which settlement of a sale of the Warrants executed on that tenth Relevant Clearing System Business Day customarily would take place using such other commercially reasonable manner of delivery. All determinations made by the Note Issuer will be conclusive and binding upon the Noteholders and the Note Issuer except in the case of manifest error.

For so long as the delivery of the Warrants in respect of any Note is not practicable by reason of a Warrant Settlement Disruption Event, the relevant Noteholders shall not be entitled to any payment, whether of interest or otherwise, on such Note as a result of any delay in the delivery of the Warrants pursuant to this Condition.

5.6. Effect of Note Issuer Redemption Notice, Note Issuer Specified Early Redemption Event Redemption Notice and Special Note Redemption Notice

Upon the expiry of an Note Issuer Redemption Notice, a Note Issuer Specified Early Redemption Event Redemption Notice or a Special Note Redemption Notice, as the case may be, that has been given in the prescribed manner, the Note Issuer shall, subject to the requirements of these Conditions, be bound to redeem the Notes unless previously redeemed or purchased and cancelled.

6. PAYMENTS

6.1. Definitive Notes

Payments of principal and interest (if any) in respect of Definitive Notes will, subject as mentioned below, be made against and subject to presentation and surrender (or, in the case of part payment of any sum due or part delivery, endorsement) of the relevant Definitive Notes and any relevant Coupons to the Principal Notes Agent at the office of any Paying Agent outside the United States by a cheque payable in the relevant currency drawn on, or, at the option of the holder, by transfer to an account (which, in the case of a payment in Japanese yen to a non-resident of Japan, shall be a non-resident account) denominated in such currency with, an Account Bank, subject to certification of non-US beneficial ownership, as applicable.

Holders of Definitive Notes will not be entitled to any interest or other payment for any delay in receiving any amount due in respect of any such Note as a result of a transfer made in accordance with this Condition 6.1 being credited to such holder's account after the due date for payment.

In the case of part payment of any sum due or part delivery, a record of each payment and delivery made in respect of a Definitive Note of any Series will be made on the relevant Definitive Note by or on behalf of the Principal Notes Agent, and such record shall be prima facie evidence that the payment or delivery in question has been made.

Notwithstanding the foregoing, if any Bearer Notes are denominated in US dollars, payments in respect thereof may be made at the specified office of any Paying Agent in New York City in the same manner as aforesaid if (i) the Note Issuer shall have appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment of the amounts on the Bearer Notes in the manner provided above when due, (ii) payment in full of such amounts at all such offices is illegal or effectively precluded by exchange controls or other similar restrictions on payment or receipt of such amounts and (iii) such payment is then permitted by United States law, without involving, in the opinion of the Note Issuer, any adverse tax consequence to the Note Issuer.

6.2. Global Notes

No payment or delivery falling due after the Exchange Date will be made on any Global Notes unless exchange for an interest in a Permanent Global Note or for Definitive Notes is improperly withheld or refused. Payments on any Temporary Global Note before the Exchange Date will only be made against presentation of certification as to non-US beneficial ownership in the form set out in the Agency Agreement. All payments and deliveries in respect of Notes represented by a Global Note will be made against and subject to presentation for endorsement and, if no further payment or delivery falls to be made in respect of the Notes, surrender of that Global Note to or to the order of the Principal Notes Agent or such other Paying Agent as shall have been notified to the Noteholders for such purpose. A record of each payment or delivery so made will be endorsed on each Global Note, which endorsement will be prima facie evidence that such payment or delivery has been made in respect of the Notes. Condition 8.2(e) will apply to Definitive Notes only.

Each of the persons shown in the records of the Relevant Clearing System as the holder of a Global Note must look solely to the Relevant Clearing System for his share of each payment made by the Note Issuer to the bearer of such Global Note and in relation to all other rights arising under the Global Notes, subject to and in accordance with the Relevant Rules of the Relevant Clearing System. Such persons shall have no claim directly against the Note Issuer in respect of payments or deliveries due on the Notes for so long as the Notes are represented by such Global Notes and such obligations of the Note Issuer will be discharged by payment to the bearer of such Global Note in respect of each amount so paid.

None of the Note Issuer or the Note Agents will have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. None of the persons appearing from time to time in the records of the Relevant Clearing System as the holder of any portion of a Global Note shall have any claim directly against the Note Issuer in respect of any payment or delivery due on the Global Note, and the Note Issuer's obligations to make any such payment shall be discharged by payment or delivery of the requisite amount to the holder of the Global Note.

6.3. Payments in respect of Uncertificated Registered Notes

Subject as provided below, the Note Issuer shall pay or cause to be paid payments of principal in respect of Uncertificated Registered Notes to the relevant Noteholder's Cash Account for value on the Note Redemption Date or Note Early Redemption Date, as the case may be, such payment to be made in accordance with the rules of the Operator.

Payments of interest (if any) in respect of Uncertificated Registered Notes will be discharged by payment (as shown in the records of the Operator) to the Cash Account of the relevant Noteholder. Each of the persons shown in the Operator register of corporate securities as the holder of a particular principal amount of Uncertificated Registered Notes must look solely to the settlement bank or institution at which its Cash Account is held for his share of each such payment so made by or on behalf of the Note Issuer.

6.4. Payment Day

If the due date for any payment in respect of any Note is not a Payment Day, then payment will not be made until the next succeeding Payment Day, and the holder thereof shall not be entitled to any further payment in respect of such delay.

Holders of the Notes will not be entitled to any interest or other payment for any delay in receiving any amount due in respect of any such Note as a result of a transfer made in accordance with this Condition 6 being credited to such holder's account after the due date for payment.

Payments by the Note Issuer or any Note Agent, as the case may be, will be subject to any fiscal or other laws and regulations.

7. NOTE AGENTS

7.1. Appointment of Note Agents

The Principal Notes Agent, the Paying Agents, the Registrar and the Note Determination Agent act solely as agents of the Note Issuer and do not assume any obligation or relationship of agency or trust for or with any Noteholder or holder. The Note Issuer reserves the right at any time to vary or terminate the appointment of the Principal Notes Agent, any other Paying Agent, the Registrar or the Note Determination Agent and to appoint additional or other Paying Agents provided that the Note Issuer shall at all times maintain (i) a Principal Note Agent, (ii) a Registrar in relation to Uncertificated Registered Notes, (iii) one or more Note Determination Agent(s) where the Conditions so require, (iv) such other agents as may be required by any other stock exchange on which the Notes may be listed and (v) a Paying Agent with a specified office in a European Union member state that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive. Notice of any termination of appointment and of any changes to the specified office of any Note Agent will be given to Noteholders in accordance with Condition 12.

7.2. Modification of Agency Agreement

The Note Issuer shall only permit any modification of, or any waiver or authorisation of any breach or proposed breach of, or any failure to comply with, the Agency Agreement, if to do so would not in the opinion of the Note Issuer be expected to be materially prejudicial to the interests of the Noteholders or if such modification is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of any applicable law or to cure, correct or supplement any defective provision contained therein.

Any such modification shall be binding on the Noteholders and shall be notified to the Noteholders in accordance with Condition 12 as soon as practicable thereafter, provided that failure to give, or non-receipt of, such notice will not affect the validity or binding nature of such modification.

7.3. Responsibility of the Note Issuer and the Note Agents

The Principal Notes Agent and the Note Determination Agent, as appropriate, shall have no responsibility or liability to any person for errors or omissions in any calculations or determinations made, or actions taken, pursuant to the Conditions and all such calculations and determinations shall (save in the case of manifest error) be final and binding on the Note Issuer, the Note Agents and the Noteholders.

None of the Note Issuer or any Note Agent shall be held responsible for any loss or damage resulting from any legal enactment (domestic or foreign), the intervention of a public authority (domestic or foreign), an act of war, strike, blockade, boycott, lockout or any other similar event or circumstance. The reservation in respect of strikes, blockades, boycotts and lockouts shall also apply if any of such parties itself take such measures or becomes the subject of such measures. Under none of the circumstances referred to in this paragraph shall any of the Note Issuer or Note Agents be liable to pay compensation to any Noteholder for any loss, damage, liability, cost, claim, action or demand to any Noteholder in the absence of fraud. Furthermore under none of the circumstances referred to in this paragraph shall any of the Note Issuer or Note Agents be liable to any Noteholder for loss of profit, indirect loss or damage or consequential loss or damage, notwithstanding it having been pre-advised of the possibility of such loss.

Where any of the Note Issuer or Note Agents, due to any legal enactment (domestic or foreign), the intervention of a public authority (domestic or foreign), an act of war, strike, blockade, boycott, lockout or any other similar event or circumstance, is prevented from effecting payment or delivery, such payment or delivery may be postponed until the time the event or circumstance impeding payment or delivery has ceased, with no obligation to pay or deliver any additional amounts in respect of such postponement.

8. TAXATION

8.1. Noteholder to pay Taxes

A Noteholder whose Notes are redeemed shall pay all Taxes payable in connection with (i) the payment of each (if any) amount of interest and/or the payment of the Note Redemption Amount, Specified Early Redemption Event Note Redemption Amount and/or the Early Cash Settlement Amount or (ii) the transfer or delivery of Warrants. The Note Issuer is not liable for or otherwise obliged to pay any Taxes that may arise as a result of (i) the ownership, transfer, redemption or enforcement of any Note; or (ii) the transfer or delivery of the Warrants.

8.2. Withholding or Deduction

Except as otherwise specified in the applicable Final Terms, all payments in respect of the Notes shall be made free and clear of, and without withholding or deduction for, any present or future Taxes of whatever nature imposed, levied, collected, withheld or assessed by or within the Note Issuer Jurisdiction (or any authority or political subdivision thereof or therein having power to tax) unless such withholding or deduction is required by law. In that event, the Note Issuer shall pay such additional amounts ("Additional Amounts") as may be necessary in order that the net amounts receivable by the relevant holder after such withholding or deduction shall equal the respective amounts that would have been receivable by such holder in the absence of such withholding or deduction. Notwithstanding the above, no Additional Amounts shall be payable with respect to any Note:

• (a) to, or to a third party on behalf of, a holder who is liable to such Taxes in respect of such Notes by reason of his having a connection with the Note Issuer Jurisdiction other than the mere holding of the relevant Note; or
• (b) to, or to a third party on behalf of, a holder who could lawfully avoid (but has not so avoided) such deduction or withholding by complying or procuring that any third party complies with any statutory requirements or by making or procuring that any third party makes a declaration of non-residence or other similar claim for exemption to any tax authority in the place where the relevant Note is presented for payment; or
• (c) presented for payment more than 30 calendar days after the Relevant Date, except to the extent that the holder would have been entitled to an Additional Amount on presenting such Note for such payment on the last day of such 30-day period; or
• (d) where such withholding or deduction is imposed on a payment to an individual and required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income, or any law implementing or complying with, or introduced in order to conform to, such Directive; or
• (e) (except in the case of Uncertificated Registered Notes) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent without such deduction or withholding; or

(f) unless it is proved, to the satisfaction of the Principal Notes Agent or the Paying Agent to whom the Note is presented, that the holder is unable to avoid such withholding or deduction by satisfying any applicable certification, identification or reporting requirements or by making a declaration of non-residence or other similar claim for exemption to the relevant tax authorities.

The imposition of any withholding or deduction on any payments in respect of the Notes by or on behalf of the Notes Issuer will be a "Tax Event" if such withholding or deduction is required by law.

References in the Conditions to (i) "principal" shall be deemed to include any premium payable in respect of the Notes, Note Redemption Amounts, Specified Early Redemption Event Note Redemption Amounts, Early Cash Settlement Amounts and all other amounts in the nature of principal payable pursuant to Condition 4, (ii) "interest" shall be deemed to include all interest amounts and all other amounts payable pursuant to Condition 3 or any amendment or supplement to it and (iii) "principal" and/or "interest" shall be deemed to include any additional amounts that may be payable under this Condition 8.

9. PRESCRIPTION

Any claim including, but not limited to, claims for principal, premium (if any) and/or interest (if any) against the Note Issuer in respect of any Notes will become void unless made within a period of 10 years (in the case of principal) or five years (in the case of interest) from the Relevant Date.

10. REPLACEMENT OF BEARER NOTES

Should any Bearer Note be lost, stolen, mutilated, defaced or destroyed it may, subject to all applicable laws, regulations and stock exchange or any other relevant regulatory authority requirements, be replaced at the specified office of a Paying Agent upon payment by the claimant of the expenses and Taxes incurred in connection therewith and on such terms as to evidence, security and indemnity as the Note Issuer may require. If any Bearer Note is mutilated or defaced it must be surrendered before replacements will be issued.

11. ILLEGALITY OR IMPRACTICABILITY

Without duplication or prejudice to Condition 5.5, if the Note Issuer determines that the performance of any of its absolute or contingent obligations under the Notes has become illegal or a physical impracticability in whole or in part for any reason or if the Note Issuer determines that the performance by the issuer of the Warrants or the Preference Shares relating to the Notes of any of its absolute or contingent obligations under such Warrants or Preference Shares has become illegal or a physical impracticability in whole or in part for any reason, the Note Issuer may redeem or cancel the Notes in whole (but not in part) by giving notice to Noteholders in accordance with Condition 12.

If the Note Issuer redeems or cancels the Notes then the Note Issuer will, if and to the extent permitted by applicable law, pay an amount to each Noteholder in respect of each Note held by such Noteholder, which amount shall be the Early Cash Settlement Amount of such Note. Payment will be made in such manner as shall be notified to the Noteholders in accordance with Condition 12.

Notwithstanding the redemption of any Notes under Condition 11, the holder of any such Notes shall not be entitled to receive payment for such Notes until such time as it shall have delivered a notice containing the information required by Condition 5.2(b), together with the relevant US certification as required by Condition 5.2(c), to the Relevant Clearing System (with a copy to the Principal Notes Agent).

12. NOTICES

12.1. To Noteholders

All notices to the Noteholders will be deemed to have been duly given and valid if:

• (a) (in the case of Uncertificated Registered Notes) delivered to the address of the Noteholder appearing in the Record on the second Business Day immediately prior to despatch of such notice, by first class post or, if such address is not in the United Kingdom, by airmail post (any such notice to be delivered or sent at the risk of the relevant Noteholder); and/or
• (b) (in the case of Bearer Notes) if published in a daily newspaper of general circulation in England (which is expected to be the Financial Times) and will be deemed to have been given on the date of first publication; and/or
• (c) for Notes listed on a stock exchange or admitted to trading by another relevant authority, if given in accordance with the rules and regulations of the relevant stock exchange or other relevant authority; and/or
• (d) (in the case of Notes held through a Relevant Clearing System), in substitution for publication as required above, notices to Noteholders may be given to the Relevant Clearing System provided that any publication or other requirements required pursuant to this Condition shall also be complied with if applicable.

Any notice given to the Noteholders in accordance with this Condition 12 shall also be sent to any stock exchange on which the Notes are for the time being listed. Any notice under this Condition 12 shall be deemed to have been given on the date on which it is sent to the Relevant Clearing System or published, as the case may be, and, if published more than once or on different dates, on the date of the first such publication. If any publication required pursuant to Condition 12.1(b) is not practicable, notice shall be validly given if published in another leading English language daily newspaper with circulation in Europe on the date of first publication.

Holders of Coupons shall be deemed for all purposes to have notice of the contents of any notice given to holders of Notes in accordance with this Condition

12.2. To the Note Issuer

All notices to the Note Issuer must be sent to the address specified for the Note Issuer in the Agency Agreement or to such other person or place as shall be specified by the Note Issuer by notice given to Noteholders in accordance with this Condition 12.

12.3. Validity of Notices

Any determinations as to whether any notice is valid, effective and/or duly completed and in the proper form shall be made (i) in the case of Notes held through a Relevant Clearing System, by the Note Issuer and the Relevant Clearing System, (ii) in the case of Uncertificated Registered Notes, by the Note Issuer and the Registrar or (iii) in the case of any other Notes by the Note Issuer, in consultation with the Principal Notes Agent and shall be conclusive and binding on the Note Issuer, the Note Agents and the relevant Noteholder(s).

Any notice determined not to be valid, effective, complete and in proper form shall be null and void unless the Note Issuer and the Relevant Clearing System or Registrar, if applicable, agree otherwise. This provision shall not prejudice any right of the person delivering the notice to deliver a new or corrected notice.

The Principal Notes Agent or Registrar shall use all reasonable endeavours promptly to notify any Noteholder submitting a notice if it is determined that such notice is not valid, effective, complete or in the proper form. In the absence of negligence or wilful misconduct on its part, none of the Note Issuer, the Relevant Clearing System or any Note Agent, as the case may be, shall be liable to any person with respect to any action taken or omitted to be taken by it in connection with any notification to a Noteholder or determination that a notice is not valid, effective, complete or in the proper form.

13. SUBSTITUTION

The Note Issuer shall be entitled at any time, without the consent of the Noteholders, to substitute any other entity the identity of which shall be in the absolute discretion of the Note Issuer (the "New Note Issuer") to act as issuer in respect of the Notes, provided that (i) the New Note Issuer's long term unsecured, unsubordinated and unguaranteed debt obligations are rated at least the same as the Note Issuer's long term unsecured, unsubordinated and unguaranteed rating at the date on which the substitution is to take effect or the New Note Issuer has an equivalent long term unsecured, unsubordinated and unguaranteed rating from another internationally recognised rating agency and (ii) no event of default as set out in Condition 20 shall occur as a result thereof.

In the event of any such substitution, any reference in these Conditions to the Note Issuer shall be construed as a reference to the New Note Issuer. Such substitution shall be promptly notified to the Noteholders in accordance with Condition 12. In connection with such right of substitution, the Note Issuer shall not be obliged to have regard to the consequences of the exercise of such right for individual Noteholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with or subject to the jurisdiction of, any particular territory, and no Noteholder shall be entitled to claim from the Note Issuer or the New Note Issuer any indemnification or payment in respect of any tax consequence of any such substitution upon such Noteholder.

14. GOVERNING LAW

The Notes, the Agency Agreement and any non-contractual obligations arising out of or in connection with the Notes and the Agency Agreement are governed by and shall be construed in accordance with English law.

The Courts of England are to have exclusive jurisdiction to settle any disputes that may arise out of or in connection with any Notes and/or the Agency Agreement and accordingly any legal action or proceedings arising out of or in connection with them (together in this Condition referred to as "Proceedings") shall be brought in such courts.

15. SEVERABILITY

Should any of the provisions contained in these Conditions be or become invalid, the validity of the remaining provisions shall not be affected in any way.

16. MODIFICATION AND MEETINGS

16.1. Modifications to the Conditions

The Note Issuer may, without the consent of the Noteholders, make any modification to these Conditions and/or any Notes that in its opinion is not materially prejudicial to the interests of the Noteholders or that is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of the law of the Note Issuer Jurisdiction or to cure, correct or supplement any defective provision contained herein and/or therein.

Any such modification shall be binding on the Noteholders and any such modification shall be notified to the Noteholders in accordance with Condition 12 as soon as practicable thereafter. Failure to give, or non-receipt of, such notice will not affect the validity of such modification.

16.2. Meetings of Noteholders

The Agency Agreement contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreement) of a modification of the Conditions or the Agency Agreement. At least 21 days' notice (exclusive of the day on which the notice is given and of the day on which the meeting is to be held) specifying the date, time and place of the meeting shall be given to Noteholders.

Such a meeting may be convened by the Note Issuer or Noteholders holding not less than 10 per cent. of the Notes for the time being outstanding. The quorum at a meeting of the Noteholders (except for the purpose of passing an Extraordinary Resolution) will be two or more persons holding or representing not less than 10 per cent. of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the amount of Notes so held or represented. The quorum at a meeting of Noteholders for the purpose of passing an Extraordinary Resolution to consider certain reserved matters (set out in paragraph 3.4 of Schedule 3 to the Agency Agreement) will be two or more persons holding or representing not less than 75 per cent. of the Notes for the time being outstanding or at any adjourned meeting two or more persons being or representing Noteholders holding not less than 25 per cent. of the Notes for the time being outstanding. A resolution will be an Extraordinary Resolution when it has been passed at a duly convened meeting by not less than three fourths of the votes cast by Noteholders at such meeting as, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, regardless of whether they are present at the meeting, and on all Couponholders. The Agency Agreement provides that a resolution in writing signed by or on behalf of the holders of not less than 90 per cent. in nominal amount outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders.

17. FURTHER ISSUES

The Note Issuer shall be at liberty from time to time, without the consent of the Noteholders, to create and issue further notes so as to form a single Series with the Notes.

18. PURCHASES

The Note Issuer and any of its subsidiaries may at any time purchase Notes (provided that all unmatured Coupons (if any) relating thereto are attached thereto or surrendered therewith) in the open market or otherwise at any price.

All Notes so purchased by or on behalf of the Note Issuer or any of its subsidiaries may (but need not) be cancelled (in the case of Bearer Notes, by surrendering each such Note together with all unmatured Coupons (if any) to the Principal Notes Agent). All Notes redeemed by the Note Issuer shall be cancelled forthwith (together with all unmatured Coupons (if any) attached thereto or surrendered therewith). Any Notes so cancelled may not be re-issued or resold and the obligations of the Note Issuer in respect of any such Notes shall be discharged.

Cancellation of Notes represented by a Global Note (other than upon its redemption) will be effected by a reduction in the nominal amount of the relevant Global Note.

19. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

The Notes do not confer on a third party any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Notes but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

20. EVENTS OF DEFAULT

The holder of any Note may give notice to the Note Issuer that such Note is, and such Note shall accordingly immediately on such date become, due and repayable at the Early Cash Settlement Amount on, or as soon as reasonably practicable following, the first date on which any of the following events (each an "Event of Default") has occurred and is continuing:

• (a) any principal or interest on such Notes has not been paid within 14 calendar days following the due date for payment. The Note Issuer shall not, however, be in default if such sums were not paid in order to comply with a mandatory law, regulation or order of any court of competent jurisdiction. Where there is doubt as to the validity or applicability of any such law, regulation or order, the Note Issuer will not be in default if it acts on the advice given to it during such 14 calendar day period by independent legal advisers; or
• (b) the Note Issuer breaches any provision of such Notes that is materially prejudicial to the interests of the holders of such Notes and that breach has not been remedied within 30 calendar days after the Note Issuer has received notice thereof from Noteholders holding at least one-tenth in principal amount of the Notes demanding remedy; or
• (c) an order is made or an effective resolution is passed for the winding up of the Note Issuer (otherwise than in connection with a scheme of reconstruction, merger or amalgamation the terms of which have previously been approved by an Extraordinary Resolution of the holders of such Notes).

21. DEFINITIONS

"Account Bank" means, in relation to a payment denominated in a particular currency, a bank in the principal financial centre for such currency as determined by the Note Determination Agent or, where the relevant payment is denominated in euro, in a city in which banks have access to the TARGET2 System.

"Additional Disruption Event" means each of (i) Change in Law, (ii) Tax Event, (iii) Hedging Disruption, and (iv) Increased Cost of Hedging unless the applicable Final Terms specify that such events shall not constitute Additional Disruption Events for the purposes of the Notes, (v) Affected Jurisdiction Hedging Disruption and/or Affected Jurisdiction Increased Cost of Hedging if specified as applicable in the applicable Final Terms and (vi) any other event specified as such in the applicable Final Terms and any applicable Relevant Annex. For the avoidance of doubt, in the event of any inconsistency between any applicable Relevant Annex and the applicable Final Terms, as to what constitutes an Additional Disruption Event for the purposes of the Notes, the applicable Final Terms shall prevail.

"Affected Jurisdiction Hedging Disruption" means that the Note Issuer and/or any of its Affiliates is unable, after using commercially reasonable efforts, to either (i) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the equity price risk (or any other relevant price risk including, but not limited to, the currency risk) of entering into and performing its obligations with respect to the Notes or the Warrants or Preference Shares relating to the Notes or (ii) freely realise, recover, receive, repatriate, remit or transfer the proceeds of Hedge Positions or such Notes, Warrants or Preference Shares between accounts within the Affected Jurisdiction or from accounts within the Affected Jurisdiction to accounts outside of the Affected Jurisdiction.

"Affected Jurisdiction Increased Cost of Hedging" means that the Note Issuer and/or any of its Affiliates would incur a materially increased (as compared with circumstances existing on the Note Issue Date) amount of tax, duty, expense or fee (other than brokerage commissions) to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the equity price risk (or any other relevant price risk including, but not limited to, the currency risk) of entering into and performing its obligations with respect to the Notes or the Warrants or Preference Shares relating to the Notes, or (B) realise, recover or remit the proceeds of Hedge Positions or such Notes, Warrants or Preference Shares between accounts within the Affected Jurisdiction or from accounts within the Affected Jurisdiction to accounts outside the Affected Jurisdiction.

"Affected Jurisdiction" means the jurisdiction of the Hedge Positions as specified in the applicable Final Terms.

"Affiliate" means, in relation to any entity (the "First Entity"), any entity controlled, directly or indirectly, by the First Entity, any entity that controls, directly or indirectly, the First Entity or any entity directly or indirectly under common control with the First Entity. For these purposes "control" means ownership of a majority of the voting power of an entity.

"Bank Account" means the cash account of the Principal Notes Agent at the Relevant Clearing System as notified by the Principal Notes Agent when requested by the relevant Noteholder or Note Issuer, as the case may be.

"Business Day" means a day which is each of:

• (a) a day other than a Saturday or Sunday on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London and any Additional Business Centre specified in the applicable Final Terms;
• (b) in respect of Cleared Notes, a Relevant Clearing System Business Day;
• (c) in relation to any sum payable in a currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant currency (if other than London and any Additional Business Centre specified in the applicable Final Terms); and
• (d) in relation to any sum payable in euro, a TARGET2 Business Day.

"Business Day Convention" means any of the business day conventions specified in Condition 3.9.

"Cash Account" means the cash account at the Relevant Clearing System (in the case of Bearer Notes) or cash memorandum account as shown in the records of the Operator (in the case of Uncertificated Registered Notes) designated by a Noteholder in a Note Maturity Redemption Notice or a Noteholder's Notice, as the case may be, or otherwise notified to the Note Issuer.

"Change in Law" means that, on or after the Note Trade Date, (a) due to the adoption or announcement of or any change in any applicable law or regulation (including, without limitation, any tax law) or (b) due to the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), the Note Issuer determines in its sole and absolute discretion that (i) it has become illegal for the Note Issuer and/or any of its Affiliates to hold, acquire, deal in or dispose of the Hedge Positions relating to the Notes or the Warrants or Preference Shares relating to the Notes or contracts in securities, options, futures, derivatives or foreign exchange relating to the Notes or such Warrants or Preference Shares, or (ii) the Note Issuer or any of its Affiliates will incur a materially increased cost in performing their obligations under such Notes, Warrants or Preference Shares (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on their tax position).

"Clearstream, Luxembourg" means Clearstream Banking, société anonyme and its successors and assigns.

"Clearstream Rules" means the Management Regulations of Clearstream, Luxembourg and the Instructions to Participants of Clearstream, Luxembourg, as may be from time to time amended, supplemented or modified.

"Day Count Fraction" means, in respect of the calculation of an amount of interest on any Note for any period of time (whether or not constituting an Interest Calculation Period, the "Calculation Period"):

• (a) if "Actual/Actual (ISMA)" is specified in the applicable Final Terms:
• (i) if the Calculation Period is equal to or shorter than the Interest Calculation Period during which it falls, the number of calendar days in the Calculation Period divided by the product of (1) the number of calendar days in such Interest Calculation Period and (2) the number of Interest Calculation Periods normally ending in any year; and
• (ii) if the Calculation Period is longer than one Interest Calculation Period, the sum of:
• (A) the number of calendar days in such Calculation Period falling in the Interest Calculation Period in which it begins divided by the products of (1) the number of calendar days in such Interest Calculation Period and (2) the number of Interest Calculation Periods normally ending in one year; and
• (B) the number of calendar days in such Calculation Period falling in the next Interest Calculation Period divided by the product of (1) the number of calendar days in such Interest Calculation Period and (2) the number of Interest Calculation Periods normally ending in one year;
• (b) if "Actual/Actual" or "Actual/Actual (ISDA)" is specified in the applicable Final Terms, the actual number of calendar days in the Calculation Period divided by 365 (or, if any portion of that Calculation Period falls in a leap year, the sum of (A) the actual number of calendar days in that portion of the Calculation Period falling in a leap year divided by 366 and (B) the actual number

of calendar days in that portion of the Calculation Period falling in a non-leap year divided by 365);

• (c) if "Actual/365 (Fixed)" is specified in the applicable Final Terms, the actual number of calendar days in the Calculation Period divided by 365;
• (d) if "Actual/360" is specified in the applicable Final Terms, the actual number of calendar days in the Calculation Period divided by 360;
• (e) if "30/360", "360/360" or "Bond Basis" is specified in the applicable Final Terms, the number of calendar days in the Calculation Period in respect of which payment is being made divided by 360, calculated on a formula basis as follows:

Day Count Fraction =
$$
\frac{[360 \times (Y_2 - Y_1)] + [30 \times (M_2 - M_1)] + (D_2 - D_1)}{360}
$$

where:

"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

"D1" is the first calendar day, expressed as a number, of the Calculation Period unless such number would be 31, in which case D1 will be 30;

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;

(f) if "30E/360" or "Eurobond Basis" is specified in the applicable Final Terms, the number of calendar days in the Calculation Period in respect of which payment is being made divided by 360, calculated on a formula basis as follows:

Day Count Fraction =
$$
\frac{[360 \times (Y_2 - Y_1)] + [30 \times (M_2 - M_1)] + (D_2 - D_1)}{360}
$$

where:

"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

"D1" is the first calendar day, expressed as a number, of the Calculation Period unless such number would be 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31, in which case D2 will be 30;

(g) if "30E/360 (ISDA)" is specified in the applicable Final Terms, the number of calendar days in the Calculation Period in respect of which payment is being made divided by 360, calculated on a formula basis as follows:

Day Count Fraction = 360 ¹² + ¹² + ¹² )D- (D )]M - (M x [30 )]Y - (Y x [360

where:

"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

"D1" is the first calendar day, expressed as a number, of the Calculation Period unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30;

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period unless (i) that day is the last day of February but not the Redemption Date or (ii) such number would be 31, in which case D2 will be 30.

"Dematerialised Instruction" means an instruction sent by a Noteholder to the Operator in accordance with its rules and regulations from time to time in force.

"Early Cash Redemption Date" means, the last day of the relevant Early Redemption Notice Period or such other date specified or determined in accordance with the applicable Final Terms;

"Early Cash Settlement Amount" means, unless otherwise specified in the applicable Final Terms, in respect of any early redemption or cancellation of the Notes, an amount per Denomination determined by the Note Determination Agent as the market value of the Notes following the event triggering the early redemption or cancellation, adjusted to take into account any costs, losses and expenses which are incurred (or expected to be incurred) by (or on behalf of) the Note Issuer in connection with the early redemption or cancellation of the Notes, including (without duplication or limitation) hedging termination and funding breakage costs (whether actual or notional). In determining the Early Cash Settlement Amount, the Note Determination Agent may take into account prevailing market prices and/or proprietary pricing models, or where these pricing methods may not yield a commercially reasonable result, may estimate such Early Cash Settlement Amount in a commercially reasonable manner. The Early Cash Settlement Amount will be determined by the Note Determination Agent on or as soon as reasonably practicable following the event giving rise to the early redemption or cancellation of the Notes. For the purposes of calculating any Early Cash Settlement Amount at any time for the purposes of Condition 20, the Note Determination Agent will ignore the effect of the relevant Event of Default upon the market value of the Notes. For the purposes of calculating any Early Cash Settlement Amount at any time for the purposes of Condition 11, the Note Determination Agent will ignore the effect of the illegality or impracticability as determined by the Note Determination Agent in its sole and absolute discretion.

"Euroclear" means Euroclear Bank S.A./N.V.

"Euroclear Rules" means the terms and conditions governing the use of Euroclear and the Operating Procedures of Euroclear, as may be amended, supplemented or modified from time to time.

"Exchange Date" means, in relation to a Temporary Global Note, the calendar day falling after the expiry of 40 calendar days after its issue date and, in relation to a Permanent Global Note, a calendar day falling not later than 45 calendar days after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Principal Notes Agent is located.

"Exchange Event" means in respect of Cleared Notes that (i) an Event of Default (as defined in Condition 20) has occurred and is continuing, (ii) the Note Issuer has been notified that each Relevant Clearing System has been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or has announced an intention permanently to cease business or has in fact done so and no successor clearing system is available or (iii) the Note Issuer has or will become subject to adverse tax consequences which would not be suffered were the Bearer Notes represented by the Permanent Global Note in definitive form.

"Exchange Rate" means the rate of exchange of the currency of one country for the currency of another country, as specified in the applicable Final Terms.

"Hedge Positions" means any purchase, sale, entry into or maintenance of one or more (a) positions or contracts in securities, options, futures, derivatives or foreign exchange, (b) stock loan transactions or (c) other instruments or arrangements (howsoever described) by the Note Issuer or any of its Affiliates in order to hedge individually or on a portfolio basis, any obligations in respect of the Notes or the Warrants or Preference Shares relating to such Notes.

"Hedging Disruption" means that the Note Issuer and/or any of its Affiliates is unable, after using commercially reasonable efforts, to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the price risk of issuing and performing its obligations with respect to the Notes or the Warrants or Preference Shares relating to such Notes or (B) realise, recover or remit the proceeds of any such transaction(s) or asset(s).

"Increased Cost of Hedging" means that the Note Issuer and/or any of its Affiliates would incur a materially increased (as compared with circumstances existing on the Note Issue Date) amount of tax, duty, expense or fee (other than brokerage commissions) to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the price risk of issuing and performing its obligations with respect to the Notes or the Warrants or Preference Shares relating to such Notes or (B) realise, recover or remit the proceeds of any such transaction(s) or asset(s), provided that any such materially increased amount that is incurred solely due to the deterioration of the creditworthiness of the Note Issuer shall not be deemed an Increased Cost of Hedging.

"Interest Amount" means, in respect of an Interest Calculation Period, the amount of interest payable per Calculation Amount (determined as at the first day of such Interest Calculation Period unless otherwise specified in the applicable Final Terms) for that Interest Calculation Period.

"Interest Basis" means either Fixed Rate, Floating Rate, Variable Rate or Non Interest Bearing, or any combination of Fixed Rate, Floating Rate and Variable Rate, as specified in the applicable Final Terms.

"Interest Calculation Period" means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the next succeeding Interest Period End Date and each successive period beginning on (and including) an Interest Period End Date and ending on (but excluding) the next succeeding Interest Period End Date.

"Interest Commencement Date" means, in respect of any interest bearing Note, the Issue Date or such other date as may be set out in the applicable Final Terms.

"Interest Determination Date" means, with respect to an Interest Rate and an Interest Calculation Period, the date specified as such in the applicable Final Terms or, if none is so specified:

• (a) the first day of such Interest Calculation Period if the Specified Currency is Pounds Sterling;
• (b) the date falling two TARGET2 Business Days prior to the first day of such Interest Calculation Period if the Specified Currency is euro; or
• (c) in any other case, the date falling two London Banking Days prior to the first day of such Interest Calculation Period.

"Interest Period End Date" means each date specified as such in the applicable Final Terms or, if none, each Interest Payment Date, provided that if an Interest Period End Date is specified not to be adjusted or the Interest Basis is Fixed Rate and an adjustment method is not specified, the Interest Period End Date will be each date specified as such or, if none, each Interest Payment Date disregarding any adjustment in accordance with any applicable Business Day Convention.

"ISDA Definitions" means the 2006 ISDA Definitions, published by the International Swaps and Derivatives Association, Inc., as amended and updated as at the relevant Note Issue Date.

"ISDA Rate" means, in respect of an Interest Calculation Period, a rate as determined by the Determination Agent equal to the Floating Rate that would be determined by the Determination Agent under a Swap Transaction under the terms of an agreement incorporating the ISDA Definitions and under which:

• (a) the Floating Rate Option is as specified in the applicable Final Terms;
• (b) the Designated Maturity is the period specified in the applicable Final Terms; and
• (c) the relevant Reset Date is the first day of that Interest Calculation Period unless otherwise specified in the applicable Final Terms,

where, for the purposes of this definition, "Floating Rate", "Determination Agent", "Floating Rate Option", "Designated Maturity", "Reset Date" and "Swap Transaction" have the meanings given to those terms in the ISDA Definitions.

"Linear Interpolation" means the straight-line interpolation by reference to two rates based on the relevant ISDA Rate or Screen Rate (as applicable), one of which will be determined as if the Specified Duration were the period of time for which rates are available next shorter than the length of the affected Interest Calculation Period and the other of which will be determined as if the Specified Duration were the period of time for which rates are available next longer than the length of such Interest Calculation Period.

"London Banking Days" means a day other than a Saturday or Sunday on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London.

"Note Determination Agent" means Barclays Bank PLC or Barclays Capital Securities Limited, as indicated in the applicable Final Terms, or such other person as may be appointed by the Note Issuer in accordance with the Agency Agreement and specified in the applicable Final Terms. All determinations made by the Note Determination Agent pursuant to these Conditions will be notified to the Principal Notes Agent.

"Note Early Redemption Date" means, in relation to a redemption of Notes pursuant to Conditions 4.2 and 4.4, the date specified in the applicable Final Terms and in the absence of any such specification shall be deemed to be the second Business Day after the Special Note Redemption Notice or the Note Issuer Redemption Notice, as the case may be, is received, unless otherwise stated in the applicable Final Terms provided that the Note Early Redemption Date must fall no later than two Business Days prior to the Note Redemption Date.

"Note Issuer Jurisdiction" means, at any time, the jurisdiction of incorporation of the Note Issuer or any new Note Issuer substituted therefore in accordance with Condition 13.

"Note Redemption Amount" means, in relation to any Note, the amount specified in, or determined in the manner specified in, the applicable Final Terms.

"Note Redemption Notice Time" means, in relation to any Note, the time specified in the applicable Final Terms and, in the absence of any such specification, shall be deemed to be 10:00 am London time.

"Noteholder's Notice" means a notice substantially in the form set out in Schedule 8 to the Agency Agreement (copies of which may be obtained from the specified office of each Paying Agent) which, inter alia, specifies the relevant Noteholder's Cash Account and Securities Account.

"Participant ID" means the participant identification number assigned to the relevant Noteholder by the Operator.

"Payment Day" means any day which is:

• (a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in:

• (i) the relevant place of presentation;

• (ii) London;

• (iii) any Additional Business Centre specified in the applicable Final Terms; and
• (b) either:
• (i) in relation to any sum payable in a currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant currency; or
• (ii) in relation to any sum payable in euro, a TARGET2 Business Day.

"Preference Share" means, in relation to each Note, the preference share which may be obtained by exercising the Warrant relating to the Note.

"Redemption Expenses" means, in respect of any Note, any expenses (other than in relation to Taxes) payable on or in respect of or in connection with the redemption of such Note.

"Reference Asset(s)" means, in relation to a particular Series of Notes, as appropriate, a single index or a basket of indices, a single share or basket of shares, a single commodity or a basket of commodities, an FX rate or a basket of FX rates, an inflation measure or basket of inflation measures or any other underlying asset(s) specified as such in the applicable Final Terms.

"Reference Banks" means, in the case of a determination of LIBOR, the principal London office of four major banks in the London inter-bank market and, in the case of a determination of EURIBOR, the principal Euro-zone office of four major banks in the Euro-zone inter-bank market, in each case selected by the Note Determination Agent.

"Relevant Clearing Systems" means, as appropriate, Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system through which interests in Bearer Notes are to be held and through an account at which the Notes are to be cleared, as specified in the applicable Final Terms but shall not, for the avoidance of doubt, include the Operator. For the purposes of Condition 5.2(b)(B)(ii) only, "Relevant Clearing Systems" shall be construed to mean, as appropriate, Euroclear, Clearstream, Luxembourg and/or any other relevant clearing system through which interests in the Warrant are to be held and through an account at which the Warrant is to be cleared following delivery of the same on the Warrant Delivery Date, as specified in the applicable Final Terms.

"Relevant Clearing System Business Day" means a day on which all of the Relevant Clearing Systems are open for business.

"Relevant Date" means, in respect of any Note or Coupon, the date on which payment in respect of it first becomes due (or would have first become due if all conditions to settlement had been satisfied) or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date five calendar days after that on which notice is duly given to the Noteholders that, upon further presentation of the Note or Coupon being made in accordance with these Conditions, such payment will be made, provided that payment is in fact made upon such presentation.

"Relevant Rules" means the Clearstream Rules, the Euroclear Rules and/or the terms and conditions governing the use of such other Relevant Clearing System as may be specified in the applicable Final Terms relating to a particular issue of Notes.

"Relevant Screen Page" means such Reuters screen page as specified in the applicable Final Terms (or the relevant screen page of such other service or services as may be nominated as the information vendor for the purpose of displaying comparable rates in succession thereto) or such other equivalent information vending service as is so specified.

"Securities Account" means the securities clearance account of a Noteholder at the Relevant Clearing System (in the case of Bearer Notes and Uncertificated Registered Notes (but solely for the purpose of delivering the Warrant)) or the designated stock account held in the designated member account as shown in the records of the Operator (in the case of Uncertificated Registered Notes) to which Notes are credited.

"Series" means the Notes of each original issue together with the Notes of any further issues expressed to be consolidated to form a single Series with the Notes of an original issue.

"Settlement Disruption Amount", in relation to a Note, means an amount which shall be the market value of a Warrant (as determined by the Note Determination Agent) following the failure to deliver less the costs, losses and expenses which are incurred to or by to the Note Issuer and/or its Affiliates in connection with the failure to deliver the Warrants, including (without duplication or limitation) hedging termination and funding breakage costs (whether actual or notional), all as determined by the Note Determination Agent in its sole and absolute discretion.

"Specified Duration" means the duration specified as such or, if none, a period equal to the corresponding Interest Calculation Period, ignoring any adjustment made in accordance with any Business Day Convention.

"Specified Early Redemption Event Note Redemption Notice Time" means, in relation to any Note, the time specified in the applicable Final Terms and, in the absence of any such specification, shall be deemed to be 10:00 am London time.

"Specified Early Redemption Event Warrant Delivery Date" means, in relation to Warrants to be delivered following a Specified Early Redemption Event, subject to Condition 5.5, in respect of any Note, the date following the Specified Early Redemption Event Settlement Date, being the first day on which settlement of a sale of such Warrants executed on that Specified Early Redemption Event Settlement Date customarily would take place, unless otherwise specified in the applicable Final Terms.

"Successor" means, in relation to any Note Agent or such other or further person as may from time to time be appointed by the Note Issuer in respect of Notes, the person identified as the successor to such Note Agent or other person by the Note Determination Agent (or if the successor relates to the Note Determination Agent, the Note Issuer) in its sole and absolute discretion. Notice of any Successor identified shall be given to Noteholders as soon as reasonably practicable after such identification in accordance with Condition 12.

"TARGET2 Business Day" means a day on which the TARGET2 System is open.

"TARGET 2 System" means the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System which utilises a single shared platform and which was launched on 19 November 2007 (or if such system ceases to be operative, such other system (if any) determined by the Note Determination Agent to be a suitable replacement).

"Taxes" means any tax, duty, impost, levy, charge or contribution in the nature of taxation or any withholding or deduction for or on account thereof, including (but not limited to) any applicable stock exchange tax, turnover tax, stamp duty, stamp duty reserve tax and/or other taxes chargeable or payable in connection with any redemption of a Note and/or payment of the Note Redemption Amount, the Specified Early Redemption Event Note Redemption Amount or the Early Cash Settlement Amount and/or the transfer or delivery of Warrants.

"Warrant" means, in relation to each Note, the warrant which may be obtained using the redemption proceeds of the relevant Notes specified as such in the applicable Final Terms.

"Warrant Delivery Date" means, in relation to Warrants to be delivered, subject to Condition 5.5, in respect of any Note, the date following the Note Redemption Date, being the first day on which settlement of a sale of such Warrants executed on that Note Redemption Date customarily would take place, unless otherwise specified in the applicable Final Terms.

"Warrant Settlement Disruption Event" means, in relation to a Warrant, an event beyond the control of the parties as a result of which the Relevant Clearing System cannot clear the transfer of such Warrant.

TERMS AND CONDITIONS OF THE WARRANTS

The following are the Conditions of the Warrants (the "Warrant Conditions") that will be incorporated into each Global Warrant (as defined below), subject to amendment and as supplemented or varied in accordance with the provisions of the applicable Final Terms or Pricing Supplement and any Relevant Annex specified to be applicable in such Final Terms or Pricing Supplement. Where a Relevant Annex is specified in the applicable Final Terms or Pricing Supplement for any Warrants, these Conditions shall be subject to contrary provisions contained in such Relevant Annex and will not apply to the extent they are inconsistent with the provisions of such Relevant Annex. In all cases, these Conditions and the provisions of such Relevant Annex shall be subject to the applicable Final Terms or Pricing Supplement, and will not apply to the extent they are inconsistent with the provisions of such Final Terms or Pricing Supplement. Words and expressions defined or used in the applicable Final Terms shall have the same meanings where used in these Conditions unless the context otherwise requires or unless otherwise stated.

The Warrants of this Series (such Warrants being hereinafter referred to as the "Warrants") are constituted by a global warrant (the "Global Warrant") and are issued by Barclays Capital (Cayman) Limited (the "Warrant Issuer"). The Warrants are issued pursuant to an Amended and Restated Agency Agreement (such Amended and Restated Agency Agreement, as amended and/or supplemented and/or restated from time to time, the "Agency Agreement") dated 30 March 2011 between, inter alios, the Warrant Issuer, Barclays Bank PLC as guarantor (in such capacity, the "Warrant Guarantor"), The Bank of New York Mellon as principal warrant agent (the "Principal Warrant Agent", which expression shall include any successor principal warrant agent) and the other warrant agent named in it (together with the Principal Warrant Agent and any other or further warrant agents appointed, the "Warrant Agents"). The Warrant Guarantor or Barclays Capital Securities Limited, as indicated in the applicable Final Terms, shall undertake the duties of determination agent (the "Warrant Determination Agent") in respect of the Warrants as set out below and in the applicable Final Terms unless another entity is so specified as determination agent in respect of the Warrants in the applicable Final Terms. The expression Warrant Determination Agent shall, in relation to the relevant Warrants, include such other specified determination agent. References herein to the "applicable Final Terms" are to the Final Terms or pricing supplement, as the case may be, attached to the Global Warrant.

No Warrants in definitive form will be issued. The Global Warrant has been deposited with a depositary for Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), Euroclear Bank S.A./N.V. ("Euroclear") and/or any other clearing system specified in the applicable Final Terms (together, the "Relevant Clearing Systems").

The applicable Final Terms for the Warrants is attached to the Global Warrant and supplements these Terms and Conditions (the "Conditions") and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Conditions, supplement, replace or modify these Conditions for the purposes of the Warrants. Where a relevant Annex (each, a "Relevant Annex") is specified in the applicable Final Terms, these Conditions shall be subject to contrary provisions contained in such Relevant Annex and will not apply to the extent they are inconsistent with the provisions of such Relevant Annex. In all cases, these Conditions and the provisions of such Relevant Annex shall be subject to the applicable Final Terms. To the extent that the provisions of any such Relevant Annex apply to the Warrants, references therein to: (i) "Securities" and "Securityholders" shall be construed as references to the Warrants and the Warrantholders; (ii) "Issuer" shall be construed as references to the Warrant Issuer; and (iii) "Determination Agent" shall be construed as references to the Warrant Determination Agent.

Subject as provided in Condition 3 and in the Guarantee (as defined below), the obligations of the Warrant Issuer with respect to delivery of the Preference Shares into which the Warrants may be exercised specified as such in the applicable Final Terms (the "Preference Shares") and/or the payment of amounts payable by the Warrant Issuer are guaranteed by the Warrant Guarantor pursuant to an amended and restated deed of guarantee (the "Guarantee") dated 9 April 2009 executed by the Warrant Guarantor. The original of the Guarantee is held by the Principal Warrant Agent on behalf of the Warrantholders (as defined in Condition 1.2) at its specified office.

Copies of the Agency Agreement, the Guarantee and the applicable Final Terms may be obtained from the specified office of each Warrant Agent only by a Warrantholder who produces evidence satisfactory to the relevant Warrant Agent as to identity. As used herein, "Tranche" means Warrants which are identical in all respects and "Series" means a Tranche of Warrants together with any further Tranche or Tranches of Warrants which are (a) expressed to be consolidated and form a single series and (b) identical in all material respects.

Words and expressions defined in the Agency Agreement or used in the applicable Final Terms and any Relevant Annex shall have the same meanings where used in these Conditions unless the context otherwise requires or unless otherwise stated.

The Warrantholders are entitled to the benefit of and are deemed to have notice of and are bound by all the provisions of the Agency Agreement (insofar as they relate to the Warrants) and the applicable Final Terms, which are binding on them.

1. TYPE, NUMBER, TITLE AND TRANSFER

1.1. Type and Number

Each Warrant is exercisable only on the Warrant Exercise Date (European style), entitles its holder to purchase one Preference Share and will be settled by physical delivery of the Preference Share.

The applicable Final Terms shall specify the number of Warrants being issued for that Tranche.

1.2. Title to Warrants

Each person (other than a Relevant Clearing System itself) who is for the time being shown in the records of the Relevant Clearing System as the holder of a particular number of Warrants represented by the relevant Global Warrant (in which regard any certificate or other document issued by such Relevant Clearing System as to the number of Warrants standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall (except as otherwise required by law or ordered by a court of competent jurisdiction) be treated by the Warrant Issuer, the Warrant Guarantor and the Warrant Agents as the holder of such amount of Warrants for all purposes (and the expressions "Warrantholder" and "holder of Warrants" and related expressions shall be construed accordingly).

1.3. Transfers of Warrants

All transactions (including transfers of Warrants) in the open market or otherwise must be effected through an account at a Relevant Clearing System subject to and in accordance with the rules and procedures for the time being of the Relevant Clearing System. Title will pass upon registration of the transfer in the books of the Relevant Clearing System. Transfers of Warrants may not be effected after the exercise of such Warrants pursuant to Condition 5.

2. STATUS OF THE WARRANTS AND GUARANTEE

The Warrants constitute unsecured and unsubordinated obligations of the Warrant Issuer and rank equally among themselves. The payment obligations of the Warrant Issuer under the Warrants will rank equally with all other present and future unsecured and unsubordinated obligations of the Warrant Issuer (except for such obligations as may be preferred by provisions of law that are both mandatory and of general application). The Warrants do not evidence deposits of the Warrant Issuer. The Warrants are not insured or guaranteed by any government or government agency.

The Guarantee constitutes an unsecured and general obligation of the Warrant Guarantor and ranks and will rank equally with all other existing and future unsecured obligations of the Guarantor (except for such obligations as may be preferred by provisions of law that are both mandatory and of general application).

3. GUARANTEE

Subject as provided below and in the Guarantee, the Warrant Guarantor has unconditionally and irrevocably, as a continuing obligation, guaranteed, for the benefit of each relevant Warrantholder, all obligations of the Warrant Issuer to such Warrantholder under the Warrants and, in the event that the Warrant Issuer shall default in satisfying such obligations as and when the same become due, undertaken to satisfy or procure the satisfaction of such obligations upon written demand being made under the Guarantee by the relevant Warrantholder provided that the Warrant Guarantor will have the right at its sole and unfettered discretion to elect not to deliver or procure delivery of the Preference Shares to the holders of the Warrants but, in lieu thereof, to make payment in respect of each Warrant of an amount equal to the Guaranteed Cash Settlement Amount specified in the applicable Final Terms (the "Guaranteed Cash Settlement Amount").

4. EXERCISE RIGHTS

4.1. Warrant Exercise Date

Each Warrant will be automatically exercised on the Warrant Exercise Date or, as the case may be, the Specified Early Exercise Event Warrant Exercise Date specified in the applicable Final Terms (together, the "Warrant Exercise Date") but no Warrant so exercised will be settled unless a Warrant Exercise Notice has been delivered in the manner set out in Condition 5 at or prior to 10:00 am (London time) on the Cut-off Date. The right to require settlement of any Warrant in respect of which a Warrant Exercise Notice (a "non-Settled Warrant") has not been delivered by such time on the Cut-off Date shall become void although the Issuer may, in its sole and absolute discretion, make payment of the Fallback Cash Settlement Amount the holders of any non-Settled Warrants on or at any time after the Cut-off Date. In these Conditions, "Cut-off Date" means the Preference Shares Redemption Date specified in the applicable Final Terms, "Relevant Preference Shares" means the Preference Shares that would have been issued had the non-Settled Warrants been settled on the Warrant Settlement Date (as defined in Condition 4.2) and "Fallback Cash Settlement Amount" means the amount that would have been paid to a holder of Relevant Preference Shares on the Preference Share Redemption Date after deducting the Warrant Exercise Price (as defined in Condition 4.2) and any other amounts that would have been paid had the non-Settled Warrants been settled on the Warrant Settlement Date in accordance with the Conditions.

4.2. Settlement

Each Warrant entitles its holder, upon due exercise and subject to delivery of a Warrant Exercise Notice, to receive from the Warrant Issuer on the Warrant Settlement Date or, as the case may be, the Specified Early Exercise Event Warrant Settlement Date specified the applicable Final Terms (together the "Warrant Settlement Date") one Preference Share subject to payment of the Warrant Exercise Price or, as the case may be, the Specified Early Exercise Event Warrant Exercise Price specified in the applicable Final Terms (together, the "Warrant Exercise Price") or, as the case may be, the Specified Early Exercise Event Warrant Exercise Price and any other sums payable. Each Preference Share will be delivered to the account of the exercising Warrantholder specified in the Warrant Exercise Notice referred to in 5.1.

Warrants exercised at the same time by the same Warrantholder will be aggregated for the purpose of determining the number of Preference Shares to be delivered in respect of such Warrants.

If, in the case where the Preference Shares are to be delivered to a Relevant Clearing System in accordance with Condition 4.1, any Warrant has been duly exercised but an event beyond the control of the parties occurs as a result of which the Relevant Clearing System cannot clear the transfer of the Preference Shares on the Warrant Settlement Date (a "Preference Share Settlement Disruption Event"), then the Warrant Settlement Date will be the first succeeding day on which delivery of the Preference Shares can take place through the Relevant Clearing System unless a Preference Share Settlement Disruption Event prevents settlement on each of the 10 Relevant Clearing System Business Days immediately following the original date that, but for the Preference Share Settlement Disruption Event, would have been the Warrant Settlement Date.

In that case, the Warrant Issuer may, in its sole discretion, elect to (1) satisfy its obligations in respect of the relevant Warrant by payment in cash of the Preference Share Settlement Disruption Amount not later than the third Business Day following the date that the notice of such election is given to Warrantholders in accordance with Condition 9, or (2) if the Preference Shares can be delivered in any other commercially reasonable manner, as determined by the Warrant Issuer in its sole discretion, designate that the Warrant Settlement Date will be the first day on which settlement of a sale of the Preference Shares executed on that tenth Relevant Clearing System Business Day customarily would take place using such other commercially reasonable manner of delivery. All determinations made by the Warrant Issuer will be conclusive and binding upon the Warrantholders and the Warrant Issuer except in the case of manifest error.

For these purposes, the expression "Relevant Clearing System Business Day" means a day on which all of the Relevant Clearing Systems are open for business and the expression "Preference Share Settlement Disruption Amount" means an amount which shall be the market value of a Preference Share (as determined by the Warrant Determination Agent) following the failure to deliver less the costs, losses and expenses which are incurred to or by to the Warrant Issuer and/or its Affiliates in connection with the failure to deliver the Preference Shares, including (without duplication or limitation) hedging termination and funding breakage costs (whether actual or notional), all as determined by the Warrant Determination Agent in its sole and absolute discretion. For the purposes of these Conditions, "Affiliate" means, in relation to any entity (the "First Entity"), any entity controlled, directly or indirectly by the First Entity, any entity that controls, directly or indirectly, the First Entity or any entity directly or indirectly under common control with the First Entity and "control" means ownership of a majority of the voting power of an entity.

4.3. Warrant Issuer's Option to Vary Settlement

If the applicable Final Terms indicate that the Warrant Issuer has the option to vary settlement in respect of the Warrants, upon the due exercise of any Warrant in accordance with these Conditions, the Warrant Issuer may, at its sole and unfettered discretion, in respect of each Warrant elect not to deliver a Preference Share and, in lieu thereof, to make payment of the Cash Settlement Amount or, as the case may be, the Specified Early Exercise Event Cash Settlement Amount specified the applicable Final Terms (together, the "Cash Settlement Amount") (as determined by the Warrant Determination Agent) on the Cash Settlement Date to the relevant Warrantholders. Notification of such election will be given to the Warrant Determination Agent and the Warrantholders no later than 10.00 am (London time) on the Warrant Exercise Date. The Cash Settlement Amount in respect of Warrant is, unless otherwise specified in the applicable Final Terms, expected to be approximately equal to the amount that would have been paid to a holder of one Preference Share on the earliest date on which that Preference Share could have been redeemed in accordance with its terms after deducting the Warrant Exercise Price and any other amounts that would have been paid, in each case had the cash settled Warrants been physically settled on the Warrant Settlement Date in accordance with the Conditions. Where any such election is made, all references in these Conditions to the delivery of or entitlement to receive a Preference Share upon exercise of any Warrants shall, where the context permits, be construed as references to the payment of the Cash Settlement Amount and otherwise shall be ignored. For this purpose, "Cash Settlement Date" means the second Business Day (as defined below) following the Warrant Exercise Date unless specified otherwise in the applicable Final Terms.

For the purposes of these Conditions:

"Business Day" means a day which is each of:

• (a) a day other than a Saturday or Sunday on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign Currency deposits) in London and any Additional Business Centre specified in the applicable Final Terms;
• (b) a Relevant Clearing System Business Day;
• (c) in relation to any sum payable in a currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant currency (if other than London and any Additional Business Centre specified in the applicable Final Terms); and
• (d) in relation to any sum payable in euro, a TARGET2 Business Day (as defined in the Terms and Conditions of the Notes).

4.4. Cancellation or Adjustment following the occurrence of an Additional Disruption Event

If an Additional Disruption Event occurs, the Warrant Issuer may, at its sole and absolute discretion:

(a) request that the Warrant Determination Agent determines, at its sole and absolute discretion, whether an appropriate adjustment can be made to the Warrant Conditions and any other provision relating to the Warrants to account for the economic effect of such event on the Warrants and to preserve substantially the economic effect to the Warrantholders of a holding of the relevant Warrant. If the Warrant Determination Agent determines that such adjustment(s) can be made, the Warrant Issuer shall determine the effective date of such adjustment(s) and take the necessary steps to effect such adjustment(s). The Warrant Issuer shall notify Warrantholders of any such adjustment(s) in accordance with Condition 9 as soon as reasonably practicable after the nature and effective date of the adjustments is determined. If the Warrant Determination Agent determines that no adjustment that could be made would produce a commercially reasonable result and preserve substantially the economic effect to the Warrantholders of a holding of the relevant Warrant it shall notify the Warrant Issuer of such determination and no adjustment(s) shall be made. None of the Warrant Determination Agent, the Warrant Issuer or any other party shall be liable to any person for any determination and/or adjustment made by the Warrant Determination Agent and/or the Warrant Issuer pursuant to this Condition 4.4(a); or

(b) on giving not less than 10 Business Days' irrevocable notice to Warrantholders (such notice a "Additional Disruption Event Cancellation Notice") (or such other notice period as may be specified in the applicable Final Terms) (such period the "Early Cancellation Notice Period") in accordance with Condition 9 cancel all of the Warrants of the relevant Series in whole but not in part and the Warrant Issuer shall, subject to Conditions 4 and 5, pay to each Warrantholder in respect of each Warrant the Early Cash Settlement Amount (as defined in Condition 6) on the last day of the Early Cancellation Notice Period or such other date specified or determined in accordance with the applicable Final Terms (the "Early Cancellation Date").

For this purpose:

"Additional Disruption Event" means each of (i) Change in Law, (ii) Tax Event, (iii) Hedging Disruption and (iv) Increased Cost of Hedging unless the applicable Final Terms specify that such events shall not constitute Additional Disruption Events for the purposes of the Warrants, (v) Affected Jurisdiction Hedging Disruption and/or Affected Jurisdiction Increased Cost of Hedging if specified as applicable in the applicable Final Terms and (vi) any other event specified as such in the applicable Final Terms and any applicable Relevant Annex. For the avoidance of doubt, in the event of any inconsistency between any applicable Relevant Annex and the applicable Final Terms, as to what constitutes an Additional Disruption Event for the purposes of the Warrants, the applicable Final Terms shall prevail.

"Affected Jurisdiction Hedging Disruption" means that the Warrant Issuer and/or any of its Affiliates is unable, after using commercially reasonable efforts, to either (i) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the equity price risk (or any other relevant price risk including, but not limited to, the currency risk) of entering into and performing its obligations with respect to the Warrants or the Notes or Preference Shares relating to the Warrants or (ii) freely realise, recover, receive, repatriate, remit or transfer the proceeds of Hedge Positions or such Warrants, Notes or Preference Shares between accounts within the Affected Jurisdiction or from accounts within the Affected Jurisdiction to accounts outside of the Affected Jurisdiction.

"Affected Jurisdiction Increased Cost of Hedging" means that the Warrant Issuer and/or any of its Affiliates would incur a materially increased (as compared with circumstances existing on the Warrant Issue Date) amount of tax, duty, expense or fee (other than brokerage commissions) to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the equity price risk (or any other relevant price risk including, but not limited to, the currency risk) of entering into and performing its obligations with respect to the Warrants or the Notes or Preference Shares relating to the Warrants, or (B) realise, recover or remit the proceeds of Hedge Positions or such Warrants, Notes or Preference Shares between accounts within the Affected Jurisdiction or from accounts within the Affected Jurisdiction to accounts outside the Affected Jurisdiction.

"Affected Jurisdiction" means the jurisdiction of the Hedge Positions as specified in the applicable Final Terms.

"Change in Law" means that, on or after the Warrant Trade Date, (a) due to the adoption or announcement of or any change in any applicable law or regulation (including, without limitation, any tax law) or (b) due to the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), the Warrant Issuer determines in its sole and absolute discretion that (i) it has become illegal for the Warrant Issuer and/or any of its Affiliates to hold, acquire, deal in or dispose of the Hedge Positions relating to the Warrants or the Notes or Preference Shares relating to the Warrants or contracts in securities, options, futures, derivatives or foreign exchange relating to the Warrants or such Notes or Preference Shares, or (ii) the Warrant Issuer or any of its Affiliates will incur a materially increased cost in performing their obligations under such Warrants, Notes or Preference Shares (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on their tax position).

"Hedge Positions" means any purchase, sale, entry into or maintenance of one or more (a) positions or contracts in securities, options, futures, derivatives or foreign exchange, (b) stock loan transactions or (c) other instruments or arrangements (howsoever described) by the Warrant Issuer or any of its Affiliates in order to hedge individually or on a portfolio basis, any obligations in respect of the Warrants or the Notes or Preference Shares relating to such Warrants.

"Hedging Disruption" means that the Warrant Issuer and/or any of its Affiliates is unable, after using commercially reasonable efforts, to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the price risk of issuing and performing its obligations with respect to the Warrants or the Notes or Preference Shares relating to such Warrants or (B) realise, recover or remit the proceeds of any such transaction(s) or asset(s).

"Increased Cost of Hedging" means that the Warrant Issuer and/or any of its Affiliates would incur a materially increased (as compared with circumstances existing on the Warrant Issue Date) amount of tax, duty, expense or fee (other than brokerage commissions) to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the price risk of issuing and performing its obligations with respect to the Warrants or the Notes or Preference Shares relating to such Warrants or (B) realise, recover or remit the proceeds of any such transaction(s) or asset(s), provided that any such materially increased amount that is incurred solely due to the deterioration of the creditworthiness of the Warrant Issuer shall not be deemed an Increased Cost of Hedging.

4.5. Postponement of Settlement

If the Warrant Exercise Price is determined by reference to one or more Valuation Dates and/or Averaging Dates (or any other date on which the underlying assets are observed as specified in the Relevant Annex) and any such Valuation Date and/or Averaging Date (or such other date) either (A) in the case where the Equity Linked Relevant Annex applies, is not a Scheduled Trading Day then such Valuation Date and/or Averaging Date (or such other date) shall be postponed until the next following Scheduled Trading Day unless otherwise provided in the Relevant Annex or (B) is affected by a market disruption, price disruption or other disruption as specified in any applicable Relevant Annex or the applicable Final Terms, such Valuation Date and/or Averaging Date (or such other date) may be postponed as specified in any applicable Relevant Annex or as set out in the applicable Final Terms provided that in each case such Valuation Date and/or Averaging Date (or any other date on which the underlying assets are observed as specified in the Relevant Annex) will not be postponed beyond the second Business Day preceding the relevant Warrant Exercise Date or any other date specified in the applicable Final Terms as the date on which the relevant settlement is to occur and if any such date is postponed to such second Business Day and such second Business Day either (i) in the case where the Equity Linked Relevant Annex applies, is not a Scheduled Trading Day or (ii) is so affected as specified above, the Warrant Determination Agent shall determine in a commercially reasonable manner the relevant amount due to be paid or other settlement to be made. No additional amounts shall be payable or deliverable by the Warrant Issuer or the Warrant Guarantor because of such postponement.

4.6. Currency

If applicable to the Warrants, where the prices for one or more Reference Assets are quoted in a currency other than the Settlement Currency, the Warrant Determination Agent shall use the Exchange Rate to convert such prices into the Settlement Currency, at such times and on such dates as the Warrant Determination Agent deems appropriate.

4.7. General

The purchase of Warrants does not confer on any holder of such Warrants any rights (whether in respect of voting, distributions or otherwise) attaching to any Preference Share.

5. EXERCISE PROCEDURE

5.1. Warrant Exercise Notice

In order to receive Preference Shares upon exercise of any Warrant, the relevant Warrantholder must deliver, or send by S.W.I.F.T. (confirmed in writing), a duly completed exercise notice (a "Warrant Exercise Notice") in the form set out in Schedule 8 to the Agency Agreement (copies of which form may be obtained from each Relevant Clearing System and the Warrant Agents) to the Principal Warrant Agent with, where applicable, a copy to the Relevant Clearing System in accordance with the provisions set out in Condition 4 and this Condition.

The Warrant Exercise Notice shall:

• (a) specify the number of Warrants being exercised and the applicable securities codes;
• (b) where applicable, specify the number of the Warrantholder's account at the Relevant Clearing System to be debited with the Warrants being exercised and irrevocably instruct the Relevant Clearing System to debit on or before the Warrant Settlement Date the Warrantholder's account with the Warrants being exercised;
• (c) where applicable, irrevocably instruct the Relevant Clearing System to debit on the Warrant Exercise Date a specified account of the Warrantholder with the Relevant Clearing System with the aggregate Warrant Exercise Price in respect of such Warrants (together with any other amounts payable);
• (d) include an undertaking to pay all taxes, duties and/or expenses, including any applicable depository charges, transaction or exercise charges, stamp duty, stamp duty reserve tax, issue, registration, securities transfer and/or other taxes or duties arising from the exercise of such Warrants and/or the delivery or transfer of the Preference Shares pursuant to the terms of such Warrants ("Exercise Expenses") and, where applicable, an authority to the Relevant Clearing System to debit a specified account of the Warrantholder at the Relevant Clearing System in respect thereof and to pay such Exercise Expenses to the Warrant Issuer;
• (e) where applicable, specify the number of the Warrantholder's account with the Relevant Clearing System to be credited with the Preference Shares and the number of the Warrantholder's account with the Relevant Clearing System to be credited with any cash payment in connection with the exercise of the Warrants;
• (f) certify, inter alia, that the beneficial owner of each Warrant being exercised is not a U.S. person (as defined in the Warrant Exercise Notice); and

(g) authorise the production of such certification in any applicable administrative or legal proceedings,

all as provided in the Agency Agreement.

5.2. Verification of the Warrantholder

Upon receipt of a Warrant Exercise Notice, each Relevant Clearing System shall verify that the person exercising the Warrants is the holder thereof according to the books of the Relevant Clearing System. Subject thereto, each Relevant Clearing System will confirm to the Principal Warrant Agent the Series and number of Warrants being exercised and the details for the delivery of the Preference Shares in respect of each Warrant being exercised. Upon receipt of such confirmation, the Principal Warrant Agent will inform the Warrant Issuer thereof.

5.3. Settlement

Subject to delivery of a duly completed Warrant Exercise Notice, payment of the aggregate Warrant Exercise Prices and payment of any Exercise Expenses with regard to the relevant Warrants, the Warrant Issuer shall on the Warrant Settlement Date deliver, or procure the delivery of, one Preference Share for each duly exercised Warrant pursuant to the details specified in the Warrant Exercise Notice.

5.4. Determinations

Any determination as to whether a Warrant Exercise Notice is duly completed and in proper form shall be made by the Principal Warrant Agent, where applicable in consultation with the Relevant Clearing, and shall be conclusive and binding on the Warrant Issuer, the Warrant Agents and the relevant Warrantholder. Subject as set out below, any Warrant Exercise Notice so determined to be incomplete or not in proper form, or which is not copied to the Relevant Clearing System immediately after being delivered or sent to Principal Warrant Agent as provided in Condition 5.1 shall be null and void.

If such Warrant Exercise Notice is subsequently corrected to the satisfaction of the Principal Warrant Agent in consultation with the Relevant Clearing System, it shall be deemed to be a new Warrant Exercise Notice submitted at the time such correction was delivered to the Principal Warrant Agent and the Relevant Clearing System.

The right to require settlement of any Warrant with respect to which the Warrant Exercise Notice has not been duly completed and delivered, and the Warrant Exercise Price has not been paid, in each case in the manner set out above by the time specified in Condition 4.1 shall become void as provided in Condition 4.1.

The Principal Warrant Agent shall use its best efforts promptly to notify the Warrantholder submitting a Warrant Exercise Notice if, in consultation with the Relevant Clearing System where applicable, it has determined that such Warrant Exercise Notice is incomplete or not in proper form. In the absence of negligence or wilful misconduct on its part, none of the Warrant Issuer, the Warrant Guarantor, the Warrant Agents or any Relevant Clearing System shall be liable to any person with respect to any action taken or omitted to be taken by it in connection with such determination or the notification of such determination to a Warrantholder.

5.5. Delivery of a Warrant Exercise Notice

After the delivery of a Warrant Exercise Notice, the exercising Warrantholder may not transfer the Warrants referred to in the Notice.

5.6. Exercise Risk

Exercise of the Warrants is subject to all applicable laws, regulations and practices in force on the relevant Warrant Exercise Date and none of the Warrant Issuer, the Warrant Guarantor and the Warrant Agents shall incur any liability whatsoever if it is unable to effect the transactions contemplated, after using all reasonable efforts, as a result of any such laws, regulations or practices. None of the Warrant Issuer, the Warrant Guarantor and the Warrant Agents shall under any circumstances be liable for any acts or defaults of any Relevant Clearing System in relation to the performance of its duties in relation to the Warrants.

6. ILLEGALITY OR IMPRACTICABILITY

Without duplication or prejudice to Condition 4.2, if the Warrant Issuer determines that the performance of any of its absolute or contingent obligations under the Warrants has become illegal or a physical impracticability in whole or in part for any reason or if the Warrant Issuer determines that performance by the issuer of the preference shares relating to the Warrants of any of its absolute or contingent obligations under such preference shares has become illegal or a physical impracticability in whole or in part for any reason, the Warrant Issuer may cancel the Warrants in whole (but not in part) by giving notice to Warrantholders in accordance with Condition 9.

Should any one or more of the provisions contained in these Conditions be or become invalid, the validity of the remaining provisions shall not in any way be affected thereby.

If the Warrant Issuer cancels the Warrants then the Warrant Issuer will, if and to the extent permitted by applicable law, pay an amount to each Warrantholder in respect of each Warrant held by such holder, which amount shall be the Early Cash Settlement Amount of such Warrant plus, if already paid by or on behalf of the Warrantholder, the Warrant Exercise Price. Payment will be made in such manner as shall be notified to the Warrantholders in accordance with Condition 9.

For this purpose, "Early Cash Settlement Amount" means, unless otherwise specified in any applicable Relevant Annex or the applicable Final Terms, in respect of any cancellation of the Warrants, an amount determined by the Warrant Determination Agent as the market value of the Warrants following the event triggering the cancellation, adjusted to take into account any costs, losses, expenses which are incurred (or expected to be incurred) by (or on behalf of) the Warrant Issuer in connection with the cancellation of the Warrants, including (without duplication or limitation) hedging termination and funding breakage costs (whether actual or notional). In determining the Early Cash Settlement Amount, the Warrant Determination Agent may take into account prevailing market prices and/or proprietary pricing models, or where these pricing methods may not yield a commercially reasonable result, may estimate such Early Cash Settlement Amount in a commercially reasonable manner but will ignore the effect of the illegality or impracticability as determined by the Warrant Determination Agent in its sole and absolute discretion. The Early Cash Settlement Amount will be determined by the Warrant Determination Agent on or as soon as reasonably practicable following the event giving rise to the cancellation of the Warrants.

7. PURCHASES

The Warrant Issuer, the Warrant Guarantor and any of their subsidiaries may at any time purchase Warrants in the open market or otherwise at any price.

All Warrants so purchased by or on behalf of the Warrant Issuer, the Warrant Guarantor or any of their subsidiaries may (but need not) be surrendered for cancellation to the Principal Warrant Agent and, if so surrendered, shall be cancelled forthwith. Any Warrants so surrendered for cancellation may not be re-issued or resold and the obligations of the Warrant Issuer and the Warrant Guarantor in respect of any such Warrants shall be discharged.

Cancellation of Warrants represented by a Global Warrant will be effected by a reduction in of the aggregate number of Warrants represented by the relevant Global Warrant.

8. AGENTS, DETERMINATIONS, MEETINGS PROVISIONS AND MODIFICATIONS

8.1. Appointment of Agents

The Warrant Agents and the Warrant Determination Agent act solely as agents of the Warrant Issuer and the Warrant Guarantor and do not assume any obligation or relationship of agency or trust for or with any Warrantholder or holder. The Warrant Issuer and the Warrant Guarantor reserve the right at any time to vary or terminate the appointment of the Warrant Agents or the Warrant Determination Agent and to appoint additional or other Warrant Agents, provided that the Warrant Issuer shall at all times maintain a Warrant Agent outside the United Kingdom and a Warrant Determination Agent. Notice of any termination of appointment and of any changes to the specified office of any Warrant Agent will be given to Warrantholders in accordance with Condition 9.

8.2. Modification of Agency Agreement

The Warrant Issuer and the Warrant Guarantor shall only permit any modification of, or any waiver or authorisation of any breach or proposed breach of or any failure to comply with, the Agency Agreement, if to do so would not in the opinion of the Warrant Issuer or Warrant Guarantor be expected to be materially prejudicial to the interests of the Warrantholders or if such modification is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of any the law of the Warrant Issuer Jurisdiction or the Warrant Guarantor Jurisdiction (each as defined in Condition 8.5), as the case may be, or to cure, correct or supplement any defective provision contained therein.

Any such modification shall be binding on the Warrantholders and shall be notified to the Warrantholders in accordance with Condition 9 as soon as practicable thereafter, provided that failure to give, or non-receipt of, such notice will not affect the validity or binding nature of such modification.

8.3. Responsibility of the Warrant Issuer, the Warrant Guarantor and the Warrant Agents

The Warrant Agents and the Warrant Determination Agent, as appropriate, shall have no responsibility or liability to any person for errors or omissions in any calculations, determinations made, or actions taken pursuant to the Conditions, and all such calculations and determinations shall (save in the case of manifest error) be final and binding on the Warrant Issuer, the Warrant Guarantor, the Warrant Agents, the Warrant Determination Agent and the Warrantholders.

None of the Warrant Issuer, the Warrant Guarantor, the Warrant Determination Agent or any Warrant Agent shall be held responsible for any loss or damage resulting from any legal enactment (domestic or foreign), the intervention of a public authority (domestic or foreign), an act of war, strike, blockade, boycott, lockout or any other similar event or circumstance. The reservation in respect of strikes, blockades, boycotts and lockouts shall also apply if any of such parties itself take such measures or becomes the subject of such measures. Under none of the circumstances referred to in this paragraph shall any of the Warrant Issuer, Warrant Guarantor, the Warrant Determination Agent or Warrant Agents be liable to pay compensation to any Warrantholder for any loss, damage, liability, cost, claim, action or demand to any Warrantholder in the absence of fraud. Furthermore under none of the circumstances referred to in this paragraph shall any of the Warrant Issuer, Warrant Guarantor or Warrant Agents be liable to any Warrantholder for loss of profit, indirect loss or damage or consequential loss or damage, notwithstanding it having been pre-advised of the possibility of such loss.

Where any of the Warrant Issuer, Warrant Guarantor, the Warrant Agents or the Warrant Determination Agent due to any legal enactment (domestic or foreign), the intervention of a public authority (domestic or foreign), an act of war, strike, blockade, boycott, lockout or any other similar event or circumstance, is prevented from effecting payment or delivery, such payment or delivery may be postponed until the time the event or circumstance impeding payment has ceased, with no obligation to pay or deliver any additional amounts in respect of such postponement.

8.4. Meetings of Warrantholders

The Agency Agreement contains provisions for convening meetings of the Warrantholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreement) of a modification of these Conditions or the Agency Agreement. At least 21 days' notice (exclusive of the day on which the notice is given and of the day on which the meeting is held) specifying the date, time and place of the meeting shall be given to Warrantholders.

Such a meeting may be convened by the Warrant Issuer, the Warrant Guarantor or Warrantholders holding not less than five per cent. (by number) of the Warrants for the time being remaining unexercised. The quorum at a meeting of the Warrantholders (except for the purpose of passing an Extraordinary Resolution) will be one or more persons holding or representing not less than 20 per cent. (by number) of the Warrants for the time being remaining unexercised, or at any adjourned meeting one or more persons being or representing Warrantholders whatever the number of Warrants so held or represented. The quorum at a meeting of Warrantholders for the purpose of passing an Extraordinary Resolution will be one or more persons holding or representing not less than 50 per cent. (by number) of the Warrants for the time being remaining unexercised or at any adjourned meeting one or more persons holding or representing not less than 10 per cent. (by number) of the Warrants for the time being remaining unexercised. A resolution will be an Extraordinary Resolution when it has been passed at a duly convened meeting by not less than three fourths of the votes cast by Warrantholders at such meeting as, being entitled to do so, vote in person or by proxy. An Extraordinary Resolution passed at any meeting of the Warrantholders shall be binding on all the Warrantholders, whether or not they are present at the meeting, save for those Warrants remaining unexercised but for which a Warrant Exercise Notice shall have been received as described in Condition 5 prior to the date of the meeting. Warrants which have not been exercised but in respect of which a Warrant Exercise Notice has been received as described in Condition 5 will not confer the right to attend or vote at, or join in convening, or be counted in the quorum for, any meeting of the Warrantholders. The Agency Agreement provides that a resolution in writing signed by or on behalf of the holders of not less than 90 per cent. in number outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Warrantholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Warrantholders.

8.5. Modifications

The Warrant Issuer may modify these Conditions without the consent of the Warrantholders in any manner which the Warrant Issuer may deem necessary or desirable provided that such modification is not materially prejudicial to the interests of the Warrantholders or that is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of the law of the Warrant Issuer Jurisdictions or Warrant Guarantor Jurisdictions, as the case may be, or to cure, correct or supplement any defective provision contained herein. Notice of any such modification will be given to the Warrantholders in accordance with Condition 9 but failure to give, or non-receipt of, such notice will not affect the validity of any such modification.

For this purpose, "Warrant Issuer Jurisdictions" and "Warrant Guarantor Jurisdictions" mean, at any time, the jurisdiction of incorporation of the Warrant Issuer and Warrant Guarantor, respectively, or of any New Warrant Issuer or New Entity (as defined Condition 12.2), as the case may be, substituted therefor in accordance with Condition 12.

9. NOTICES

All notices to Warrantholders shall be valid if delivered to the Relevant Clearing Systems for communication by them to the Warrantholders. Any such notice shall be deemed to have been given on the first date of transmission to the applicable Relevant Clearing System.

10. EXPENSES AND TAXATION

10.1. Expenses

A holder of Warrants must pay all Exercise Expenses relating to such Warrants as provided in Condition 5.

10.2. Taxes

The Warrant 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 or Preference Share and all payments made by the Warrant 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.

11. FURTHER ISSUES

The Warrant Issuer shall be at liberty from time to time without the consent of Warrantholders to create and issue further Warrants so as to be consolidated with and form a single Series with the unexercised Warrants.

12. SUBSTITUTION OF WARRANT ISSUER OR WARRANT GUARANTOR

12.1. Substitution of the Warrant Issuer

The Warrant Issuer shall be entitled at any time, without the consent of any Warrantholder, to substitute any entity the identity of which shall be in the absolute discretion of the Warrant Issuer (the "New Warrant Issuer") in place of the Warrant Issuer, to act as obligor in respect of any Warrants issued by it, provided that (i) the New Warrant Issuer shall assume all obligations of the Warrant Issuer in relation to the Warrantholders under or in relation to the Warrants and (ii) the obligations of the New Warrant Issuer shall continue to be guaranteed by the Warrant Guarantor (unless the New Warrant Issuer is the Warrant Guarantor itself). In the event of any such substitution, (i) any reference in these Conditions to the Warrant Issuer shall be construed as a reference to the New Warrant Issuer and (ii) all Warrants previously issued by the Warrant Issuer will be deemed to be amended to provide that the Preference Shares into which they may be exercised will be issued by the New Warrant Issuer but will otherwise be identical with the Preference Shares that would have been issued absent such substitution. Such substitution shall be promptly notified to the Warrantholders in accordance with Condition 9. In connection with such right of substitution, the Warrant Issuer shall not be obliged to have regard to the consequences of the exercise of such right for individual Warrantholders resulting from their being for

any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory, and no Warrantholder shall be entitled to claim from the Warrant Issuer or New Warrant Issuer any indemnification or payment in respect of any tax consequence of any such substitution upon such Warrantholder.

12.2. Substitution of the Warrant Guarantor

The Warrant Guarantor shall be entitled at any time, without the consent of the Warrantholders, to substitute any other entity the identity of which shall be in the absolute discretion of the Warrant Guarantor (the "New Entity") in place of the Warrant Guarantor to act as guarantor in respect of the Warrant Issuer's obligations under the Warrants provided that (i) the New Entity's long term unsecured, unsubordinated and unguaranteed debt obligations are rated at least the same as the Warrant Guarantor's long term unsecured, unsubordinated and unguaranteed debt obligations at the date on which the substitution is to take effect or the New Entity has an equivalent long term unsecured, unsubordinated and unguaranteed rating from another internationally recognised rating agency and (ii) if applicable, the New Entity enters into a guarantee on substantially the same terms as the Guarantee. In the event of any such substitution, any reference in the Terms and Conditions to the Warrant Guarantor shall be construed as a reference to the New Entity and any reference to the Guarantee shall be construed as a reference to the new guarantee. Such substitution shall be promptly notified to the Warrantholders in accordance with Condition 9. In connection with such right of substitution, the Warrant Guarantor shall not be obliged to have regard to the consequences of the exercise of such right for individual Warrantholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory, and no Warrantholder shall be entitled to claim from the Warrant Guarantor or New Entity any indemnification or payment in respect of any tax or other consequence of any such substitution upon such Warrantholder.

13. GOVERNING LAW

The Warrants, the Agency Agreement, the Guarantee and any non-contractual obligations arising out of or in connection with the Warrants, the Agency Agreement and the Guarantee are governed by and shall be construed in accordance with English law.

The Warrant Issuer irrevocably agrees for the exclusive benefit of each Warrantholder that the courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with the Warrants (including a dispute relating to any non-contractual obligations arising out of or in connection with the Warrants) and that accordingly any suit, action or proceeding (together in this Condition referred to as "Proceedings") arising out of or in connection with the Warrants may be brought in such courts. Nothing contained in this Condition shall limit the right of any Warrantholder to take Proceedings in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not.

The Warrant Issuer agrees that process in connection with Proceedings in the courts of England will be validly served on it if served upon Barclays Capital Services Limited at its offices for the time being (being at 1 Churchill Place, London E14 5HP) and agrees that, in the event of it ceasing to have an office in London it will appoint another person as its agent for service of process in England in respect of any Proceedings.

14. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

The Warrants do not confer on a third party any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Warrants but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

COMMODITY LINKED ANNEX

Table of Contents

PART A – DESCRIPTION AND RISK FACTORS

• 1. Brief description of Commodity Linked Securities.
• 1. Risk Factors relating to Commodity Linked Securities.

PART B – ADDITIONAL TERMS AND CONDITIONS FOR COMMODITY LINKED SECURITIES

• 1. Determination of Relevant Commodity Price for Commodity Linked Securities
• 1. Commodity Market Disruption Event and Disruption Fallback
• 1. Common Pricing
• 1. Correction to Published Prices
• 1. Adjustments to Commodity Index
• 1. Adjustments to payment dates, exercise dates and settlement dates
• 1. Commodity Business Day Convention

PART C – DEFINITIONS AND INTERPRETATIONS APPLICABLE TO COMMODITY LINKED SECURITIES

• 1. Certain general definitions relating to Commodity Linked Securities
• 1. Terms relating to Commodity Market Disruption Events and Disruption Fallback
• 1. Commodity Reference Prices

PART A – DESCRIPTION AND RISK FACTORS

1. BRIEF DESCRIPTION OF COMMODITY LINKED SECURITIES.

Commodity Linked Securities are Securities where the payments of interest on any Notes or any other amounts payable or deliverable in respect of any Warrants, as indicated in the applicable Final Terms, will be calculated by reference to and/or be contingent upon the performance, level, price, or other factor relating to a specified commodity, commodity index, basket of commodities and/or commodity indices over a period of time or on certain dates.

Commodities and commodity indices are generally divided into four main classes: (i) energy, which includes crude oil, gasoline, heating oil and natural gas, (ii) agriculture, which includes corn, soybeans, wheat, sugar, cocoa, cotton and coffee, (iii) livestock, which includes cattle and hogs, and (iv) metals, which can be subdivided into base metals such as aluminium, copper, nickel, lead and zinc, and precious metals such as gold and sliver.

A commodity index is comprised of a weighted basket of commodities that satisfy specified criteria and is designed to be a liquid and diversified benchmark for commodities. Each commodity index has its own composition and calculation methodology and is usually expressed in terms of a change from a base value.

2. RISK FACTORS RELATING TO COMMODITY LINKED SECURITIES.

Commodity Linked Securities have a different risk profile to ordinary unsecured debt securities. The return on a Commodity Linked Security is linked to the performance of a Relevant Commodity or Commodity Index. Investing in a Commodity Linked Security is not equivalent to investing directly in the Relevant Commodity or Commodity Index or the underlying Commodity Index components.

This section describes additional factors to which prospective investors should have regard when considering an investment in Commodity Linked Securities. Prospective investors are also referred to the factors set out in the section headed "Risk Factors" of the Base Prospectus.

2.1. Risks Associated with all Commodity Linked Securities

(a) The market value of Commodity Linked Securities may be influenced by many unpredictable factors.

The market value of Commodity Linked Securities may be influenced by many unpredictable factors and may fluctuate between the date of purchase and the applicable pricing date(s). Investors may also sustain a significant loss if they sell Commodity Linked Securities in the secondary market. Several factors, many of which are beyond the control of the Issuer and/or the Warrant Guarantor (if applicable), will influence the market value of Commodity Linked Securities. It is expected that generally the value of the Relevant Commodity or the value of the Commodity Index components and of the Commodity Index underlying the Commodity Linked Securities will affect the market value of those Commodity Linked Securities more than any other factor. Other factors that may influence the market value of Commodity Linked Securities include:

• prevailing spot prices for the Relevant Commodity or commodities underlying the Commodity Index;

• the time remaining to the redemption, exercise or expiration, as applicable, of the Commodity Linked Securities;
• supply and demand for the Commodity Linked Securities;
• economic, financial, political, regulatory, geographical, biological, or judicial events that affect the market price of the underlying Relevant Commodity or the level of the Commodity Index or the market price of the components included in the Commodity Index;
• the general interest rate environment; and
• the creditworthiness of the Issuer and/or the Warrant Guarantor (if applicable).

These factors interrelate in complex ways, and the effect of one factor on the market value of the Commodity Linked Securities may offset or enhance the effect of another factor.

(b) Commodity prices may change unpredictably, affecting the value of Relevant Commodities or Commodity Indices and the value of Commodity Linked Securities in unforeseeable ways.

For example, trading in futures contracts on physical commodities, including trading in the components of a Commodity Index, is speculative and can be extremely volatile. Market prices may fluctuate rapidly based on numerous factors, including: changes in supply and demand relationships (whether actual, perceived, anticipated, unanticipated or unrealised); weather; agriculture; trade; fiscal, monetary and exchange control programs; domestic and foreign political and economic events and policies; disease; pestilence; technological developments; changes in interest rates, whether through governmental action or market movements; and monetary and other governmental policies, action and inaction. The current or "spot" prices of physical commodities may also affect, in a volatile and inconsistent manner, the prices of futures contracts in respect of a commodity. These factors may affect the value of the Relevant Commodity or Commodity Index underlying Commodity Linked Securities and therefore the value of Commodity Linked Securities in varying ways, and different factors may cause the prices of Relevant Commodities or Commodity Index components, and the volatilities of their prices, to move in inconsistent directions at inconsistent rates.

(c) Supply of and demand for physical commodities tends to be particularly concentrated, so prices are likely to be volatile.

The prices of physical commodities, including the commodities underlying a Commodity Index, can fluctuate widely due to supply and demand disruptions in major producing or consuming regions or industries.

Certain commodities are used primarily in one industry, and fluctuations in levels of activity in (or the availability of alternative resources to) one industry may have a disproportionate effect on global demand for a particular commodity. Moreover, recent growth in industrial production and gross domestic product has made China and other developing nations oversized users of commodities and has increased the extent to which certain commodities rely on the those markets. Political, economic and other developments that affect those countries may affect the value of a Relevant Commodity or the commodities included in a Commodity Index and, thus, the value of Commodity Linked Securities linked to that Relevant Commodity or Commodity Index.

In addition, because certain Relevant Commodities and certain of the commodities underlying a Commodity Index may be produced in a limited number of countries and may be controlled by a small number of producers, political, economic and supply-related events in such countries or with such produces could have a disproportionate impact on the prices of such commodities and therefore the value of Commodity Linked Securities.

(d) Suspension or disruptions of market trading in commodities and related futures contracts may adversely affect the value of Commodity Linked Securities.

Commodity markets are subject to temporary distortions or other disruptions due to various factors, including the lack of liquidity in the markets, the participation of speculators and government regulation and intervention. In addition, U.S. futures exchanges and some foreign exchanges have regulations that limit the amount of fluctuation in some futures contract prices that may occur during a single business day. These limits are generally referred to as "daily price fluctuation limits" and the maximum or minimum price of a contract on any given day as a result of these limits is referred to as a "limit price". Once the limit price has been reached in a particular contract, no trades may be made at a price beyond the limit, or trading may be limited for a set period of time. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at potentially disadvantageous times or prices. These circumstances could adversely affect the value of any Relevant Commodity or Commodity Index underlying Commodity Linked Securities and, therefore, the value of those Commodity Linked Securities.

(e) Concentration risks associated with a Relevant Commodity or Commodity Index may adversely affect the value of Commodity Linked Securities.

Because Commodity Linked Securities are linked to one or more Relevant Commodities or Commodity Indices comprised of one or more contracts on physical commodities, it will be less diversified than other funds, investment portfolios or indices investing in or tracking a broader range of products and, therefore, could experience greater volatility. Investors should be aware, in particular, that some Commodity Indices are more diversified than others in terms of both the number of and variety of futures contracts (especially in the case of the Commodity Linked Securities linked to a sub-index of a Commodity Index). An investment in Commodity Linked Securities may carry risks similar to a concentrated securities investment in a limited number of industries or sectors, in one industry or sector or in one issuer.

(f) Future prices of commodities within a Commodity Index that are different relative to their current prices may result in a reduced amount payable or deliverable upon redemption or exercise.

Unlike equities, which typically entitle the holder to a continuing stake in a corporation, commodity futures contracts normally specify a certain date for delivery of the underlying physical commodity. As the exchange-traded futures contracts that comprise a Commodity Index approach expiration, they are replaced by similar contracts that have a later expiration. Thus, for example, a futures contract purchased and held in August may specify an October expiration. As time passes, the contract expiring in October may be replaced by a contract for delivery in November. This process is referred to as "rolling". If the market for these contracts is (putting aside other considerations) in "backwardation", which means that the prices are lower in the distant delivery months than in the nearer delivery months, the sale of the October contract would take place at a price that is higher than the price of the November contract, thereby creating a "roll yield". The actual realisation of a potential roll yield will be dependent upon the level of the related spot price relative to the unwind price of the commodity futures contract at the time of sale of the contract. While many of the contracts included in Commodity Indices have historically exhibited consistent periods of backwardation, backwardation will most likely not exist at all times. Moreover, certain of the commodities reflected in Commodity Indices have historically traded in "contango" markets. Contango markets are those in which the prices of contracts are higher in the distant delivery months than in the nearer delivery months. The absence of backwardation in the commodity markets could result in negative "roll yields", which could adversely affect the value of a Commodity Index underlying Commodity Linked Securities and, accordingly, decrease the amount received by Securityholders upon redemption or exercise.

(g) Commodity Indices may include contracts that are not traded on regulated futures exchanges.

Commodity Indices are typically based solely on futures contracts traded on regulated futures exchanges. However, a Commodity Index may include over-the-counter contracts (such as swaps and forward contracts) traded on trading facilities that are subject to lesser degrees of regulation or, in some cases, no substantive regulation. As a result, trading in such contracts, and the manner in which prices and volumes are reported by the relevant trading facilities, may not be subject to the provisions of, and the protections afforded by, for example, the U.S. Commodity Exchange Act of 1936, or other applicable statutes and related regulations, that govern trading on regulated U.S. futures exchanges, or similar statutes and regulations that govern trading on regulated UK futures exchanges. In addition, many electronic trading facilities have only recently initiated trading and do not have significant trading histories. As a result, the trading of contracts on such facilities, and the inclusion of such contracts in a Commodity Index, may be subject to certain risks not presented by, for example, U.S. or UK exchange-traded futures contracts, including risks related to the liquidity and price histories of the relevant contracts.

(h) Historical values of Relevant Commodities, Commodity Indices and the components in a Commodity Index should not be taken as an indication of future performance.

The actual performance of a Relevant Commodity, Commodity Index or the components included in a Commodity Index underlying Commodity Linked Securities, as well as the amount payable or deliverable upon redemption or exercise, may bear little relation to the historical values of that Relevant Commodity, Commodity Index or the components included in that Commodity Index, which in most cases have been highly volatile.

(i) Changes in the Treasury Bill rate of interest may affect the value of a Commodity Index underlying Commodity Linked Securities.

If the value of a Commodity Index is linked, in part, to the Treasury Bill rate of interest that could be earned on cash collateral invested in specified Treasury Bills, changes in the Treasury Bill rate of interest may affect the amount payable or deliverable on any Commodity Linked Securities linked to that Commodity Index upon redemption or exercise and, therefore, the market value of such Commodity Linked Securities. Assuming the trading prices of the commodity components included in the Commodity Index remain constant, an increase in the Treasury Bill rate of interest will increase the value of the Commodity Index and, therefore, the value of the Commodity Linked Securities. A decrease in the Treasury Bill rate of interest will adversely impact the value of the Commodity Index and, therefore, the value of the Commodity Linked Securities.

(j) Securityholders will not have rights in any Relevant Commodity or components of any Commodity Index.

A Securityholder will not have rights that investors in a Relevant Commodity or in the components included in a Commodity Index underlying Commodity Linked Securities may have.

(k) The Issuer is not responsible for the public disclosure of information relating to a Commodity Index, which may change over time.

This Issuer has no ability to control or predict the actions of the sponsor of a Commodity Index, including any errors in, or discontinuation of disclosure regarding the methods or policies relating to the calculation of, a Commodity Index. The sponsor of a Commodity Index is typically not under any obligation to continue to calculate the Commodity Index or required to calculate any successor indices. If the sponsor discontinues or suspends the calculation of a Commodity Index, it may become difficult to determine the market value of the Commodity Linked Securities linked to that Commodity Index or the amount payable or deliverable upon redemption or exercise. The Determination Agent may designate a successor index selected in its sole discretion. If the Determination Agent determines in its sole discretion that no successor index comparable to the discontinued or suspended Commodity Index exists, the amount received by Securityholders upon redemption or exercise of the Commodity Linked Securities linked to that Commodity Index will be determined by the Determination Agent in its sole discretion. See "Adjustments to Commodity Index" in this Annex.

(l) The policies of the sponsor of a Commodity Index and changes that affect the composition and valuation of a Commodity Index or the components included in a Commodity Index could affect the amount payable or deliverable on the Commodity Linked Securities and their market value.

The policies of the sponsor of a Commodity Index concerning the calculation of the level of a Commodity Index, additions, deletions or substitutions of index components and the manner in which changes affecting the index components are reflected in a Commodity Index could affect the value of the Commodity Index and, therefore, the amount payable or deliverable on the Commodity Linked Securities upon redemption or exercise and the market value of the Commodity Linked Securities prior to redemption or expiration.

Additional commodity futures contracts may satisfy the eligibility criteria for inclusion in a Commodity Index, and the commodity futures contracts currently included in a Commodity Index may fail to satisfy such criteria. The weighting factors applied to each futures contract included in a Commodity Index may change, based on changes in commodity production and volume statistics. In addition, the sponsor of a Commodity Index may modify the methodology for determining the composition and weighting of a Commodity Index, for calculating its value in order to assure that the relevant Commodity Index represents an adequate measure of market performance or for other reasons, or for calculating the value of the relevant Commodity Index. The sponsor of a Commodity Index may also discontinue or suspend calculation or publication of a Commodity Index, in which case it may become difficult to determine the market value of that Commodity Index. Any such changes could adversely affect the value of the Commodity Linked Securities.

If events such as these occur, or if the value of a Relevant Commodity or a Commodity Index is not available or cannot be calculated because of a market disruption event, the Determination Agent may be required to estimate in a commercially reasonable manner determined in its sole discretion of the value of such Relevant Commodity or Commodity Index. See "Commodity Market Disruption Event and Disruption Fallback" and "Adjustments to Commodity Index" in this Annex.

(m) If a Commodity Market Disruption Event has occurred or exists on a pricing date, the determination of the value of a Relevant Commodity or Commodity Index may be delayed or postponed and as a consequence the redemption or exercise of the Commodity Linked Securities.

The determination of the value of a Relevant Commodity or Commodity Index on a pricing date may be delayed or postponed if the Determination Agent determines that a Commodity Market Disruption Event with respect to that Relevant Commodity or Commodity Index has occurred or is continuing on such valuation date. As a result, the relevant settlement date, exercise date(s) or expiration date, as the case may be, of the Commodity Linked Securities could also be delayed or postponed. Where a Commodity Market Disruption Event occurs on a pricing date and continues for longer than a set period of consecutive days, the Determination Agent will estimate in a commercially reasonable manner determined in its sole discretion of the value of the Relevant Commodity or Commodity Index for such valuation date. See "Commodity Market Disruption Event and Disruption Fallback" in this Annex.

(n) Data sourcing and calculation associated with Commodity Indices may adversely affect the market price of Commodity Linked Securities.

The annual composition of Commodity Indices are typically recalculated in reliance upon historic price, liquidity and production data that are subject to potential errors in data sources or other errors that may affect the weighting of the index components. Any discrepancies that require revision are not applied retroactively but will be reflected in the weighting calculations of the Commodity Index for the following year. Additionally, sponsors of a Commodity Index may not discover every discrepancy. Furthermore, the annual weightings for a Commodity Index are typically determined by the sponsor of the Commodity Index under the supervision of the supervisory committee, which has a significant degree of discretion in exercising its supervisory duties with respect to the Commodity Index and has no obligation to take the needs of any parties to transactions involving the Commodity Indices (including Securityholders) into consideration when reweighting or making any other changes to the Commodity Index.

(o) The sponsor of a Commodity Index may be required to replace a futures contract or other component in a Commodity Index if the existing futures contract or other component is terminated or replaced.

The sponsor of a Commodity Index will typically select futures contracts and other price sources as the reference contracts for the physical commodities in the Commodity Index. Data concerning these underlying components will be used to calculate the level of the Commodity Index. If a component were to be terminated or replaced in accordance with the methodology of the Commodity Index, a comparable futures contract or other price source would be selected by the index sponsor or supervisory committee, if available, to replace that component. The termination or replacement of any component may have an adverse impact on the value of any Commodity Index in which the relevant component is included.

2.2. Additional Risks Associated with Commodity Linked Securities linked to Aluminium, Copper, Lead, Nickel, Tin or Zinc

(a) Commodity Linked Securities may be subject to certain risks specific to aluminium, copper, lead, nickel, tin or zinc as a commodity.

Aluminium, copper, lead, nickel, tin and zinc are industrial metals. Consequently, in addition to factors affecting commodities generally that are described above, Commodity Linked Securities that are linked to the price of aluminium, copper, lead, nickel, tin or zinc may be subject to a number of additional factors specific to industrial metals, and in particular aluminium, copper, lead, nickel, tin or zinc, that might cause price volatility. These may include, among others:

• changes in the level of industrial activity using industrial metals, and in particular aluminium, copper, lead, nickel, tin or zinc, including the availability of substitutes such as man-made or synthetic substitutes;
• disruptions in the supply chain, from mining to storage to smelting or refining;
• adjustments to inventory;
• variations in production costs, including storage, labour and energy costs;
• costs associated with regulatory compliance, including environmental regulations; and
• changes in industrial, government and consumer demand, both in individual consuming nations and internationally.

These factors interrelate in complex ways, and the effect of one factor on the market value of Commodity Linked Securities linked to the price of aluminium, copper, lead, nickel, tin or zinc, may offset or enhance the effect of another factor.

2.3. The London Metal Exchange's use of or omission to use price controls may result in limited appreciation but unlimited depreciation in the price of aluminium, copper, lead, nickel futures contracts traded on the London Metal Exchange Ltd. (the "LME") and, therefore, the value of Commodity Linked Securities linked to the price of such aluminium, copper, lead, nickel futures contracts.

U.S. exchanges have regulations that limit the amount of fluctuation in some futures contract prices that may occur during a single business day. These limits are generally referred to as "daily price fluctuation limits". In contrast, futures contracts on aluminium, copper, lead, nickel that are traded on the LME are not subject to daily price fluctuation limits to restrict the extent of daily fluctuations in the prices of such contracts. In a declining market, therefore, it is possible that prices for one or more contracts traded on the LME would continue to decline without limitation within a trading day or over a period of trading days. A steep decline in the price of the futures contract could have a significant adverse impact on the value of any Commodity Linked Securities linked to such aluminium, copper, lead, nickel futures contracts.

Moreover, the LME has discretion to impose "backwardation limits" by permitting short sellers who are unable to effect delivery of an underlying commodity and/or borrow such commodity at a price per day that is no greater than the backwardation limit to defer their delivery obligations by paying a penalty in the amount of the backwardation limit to buyers for whom delivery was deferred. Backwardation limits tend to either constrain appreciation or cause depreciation of the prices of futures contracts expiring in near delivery months. Impositions of such backwardation limits could adversely affect the value of any Commodity Linked Securities linked to such aluminium, copper, lead, nickel futures contracts.

(a) Contracts traded on the LME are exposed to concentration risks beyond those characteristic of futures contracts on U.S. futures exchanges.

Futures contracts traded on U.S. futures exchanges generally call for delivery of the physical commodities to which such contracts relate in stated delivery months. In contrast, contracts traded on the LME may call for delivery on a daily, weekly or monthly basis. As a result, there may be a greater risk of a concentration of positions in contracts trading on the LME on particular delivery dates than for futures contracts traded on U.S. futures exchanges, since, for example, contracts calling for delivery on a daily, weekly or monthly basis could call for delivery on the same or approximately the same date. Such a concentration of positions, in turn, could cause temporary aberrations in the prices of contracts traded on the LME for delivery dates to which such positions relate. To the extent such aberrations are in evidence on a given pricing date with respect to the price of any such futures contract, they could adversely affect the value of any Commodity Linked Securities linked to such futures contracts.

2.4. Additional Risks Associated with Commodity Linked Securities linked to Cocoa, Coffee, Corn, Cotton, Soybeans, Soybean Oil, Sugar or Wheat

(a) Commodity Linked Securities may be subject to certain risks specific to cocoa, coffee, corn, cotton, soybeans, soybean oil, sugar or wheat as a commodity.

Cocoa, coffee, corn, cotton, soybeans, soybean oil, sugar and wheat are agricultural commodities. Cocoa, coffee, cotton and sugar are soft commodities; corn, soybeans and wheat are grains. Consequently, in addition to factors affecting commodities generally that are described above, Commodity Linked Securities that are linked to the price of cocoa, coffee, corn, cotton, soybeans, soybean oil, sugar or wheat may be subject to a number of additional factors specific to agricultural commodities and softs or grains, and in particular cocoa, coffee, corn, cotton, soybeans, soybean oil, sugar or wheat, that might cause price volatility. These may include, among others:

• weather conditions, including floods, drought and freezing conditions;
• changes in government policies;
• changes in global demand for food or clothing;
• planting decisions; and
• changes in bio-diesel or ethanol demand;
• changes in demand for agricultural products, softs or grains, and in particular cocoa, coffee, corn, cotton, soybeans, soybean oil, sugar or wheat, both with end users and as inputs into various industries.

These factors interrelate in complex ways, and the effect of one factor on the market value of Commodity Linked Securities linked to the price of cocoa, coffee, corn, cotton, soybeans, soybean oil, sugar or wheat, may offset or enhance the effect of another factor.

2.5. Additional Risks Associated with Commodity Linked Securities Linked to Crude Oil, Heating Oil, Natural Gas or Unleaded Gasoline

(a) Commodity Linked Securities may be subject to certain risks specific to crude oil, heating oil, natural gas or unleaded gasoline as a commodity.

Crude oil, heating oil, natural gas and unleaded gasoline are energy-related commodities. Consequently, in addition to factors affecting commodities generally that are described above, Commodity Linked Securities linked to the price of crude oil, heating oil, natural gas or unleaded gasoline may be subject to a number of additional factors specific to energy-related commodities, and in particular crude oil, heating oil, natural gas or unleaded gasoline, that might cause price volatility. These may include, among others:

• changes in the level of industrial and commercial activity with high levels of energy demand;
• disruptions in the supply chain or in the production or supply of other energy sources;
• price changes in alternative sources of energy;
• adjustments to inventory;
• variations in production and shipping costs;
• costs associated with regulatory compliance, including environmental regulations; and
• changes in industrial, government and consumer demand, both in individual consuming nations and internationally.

These factors interrelate in complex ways, and the effect of one factor on the market value of Commodity Linked Securities linked to the price of crude oil, heating oil, natural gas or unleaded gasoline, may offset or enhance the effect of another factor.

2.6. Additional Risks Associated with Commodity Linked Securities Linked to Gold, Silver, Platinum or Palladium

(a) Commodity Linked Securities may be subject to certain risks specific to gold, silver, platinum or palladium as a commodity.

Gold, silver, platinum and palladium are precious metals. Consequently, in addition to factors affecting commodities generally that are described above, Commodity Linked Securities linked to the price of gold, silver, platinum or palladium may be subject to a number of additional factors specific to precious metals, and in particular gold, silver, platinum or palladium, that might cause price volatility. These may include, among others:

• disruptions in the supply chain, from mining to storage to smelting or refining;
• adjustments to inventory;
• variations in production costs, including storage, labour and energy costs;

• costs associated with regulatory compliance, including environmental regulations;

• changes in industrial, government and consumer demand, both in individual consuming nations and internationally;

• precious metal leasing rates;
• currency exchange rates;
• level of economic growth and inflation; and
• degree to which consumers, governments, corporate and financial institutions hold physical gold as a safe haven asset (hoarding) which may be caused by a banking crisis/recovery, a rapid change in the value of other assets (both financial and physical) or changes in the level of geopolitical tension.

These factors interrelate in complex ways, and the effect of one factor on the market value of Commodity Linked Securities linked to the price of gold, silver, platinum or palladium, may offset or enhance the effect of another factor.

2.7. Additional Risks Associated with Securities Linked to an Index that Includes Lean Hogs or Live Cattle

(a) Commodity Linked Securities may be subject to certain risks specific to lean hogs or live cattle as a commodity.

Lean hogs and live cattle are a type of livestock. Consequently, in addition to factors affecting commodities generally that are described above, Commodity Linked Securities linked to the price of lean hogs or live cattle may be subject to a number of additional factors specific to livestock, and in particular lean hogs or live cattle, that might cause price volatility. These may include, among others:

• weather conditions, including floods, drought and freezing conditions;
• disease and famine;
• changes in government policies; and
• changes in end-user demand for livestock.

These factors interrelate in complex ways, and the effect of one factor on the market value of Commodity Linked Securities linked to the price of lean hogs or live cattle, may offset or enhance the effect of another factor.

2.8. Commodity Indices – General Information

All information contained in this Annex and the applicable Final Terms regarding any Commodity Index, including, without limitation, its make up, its method of calculation and changes in its components is derived from publicly available information. Such information reflects the policies of, and is subject to change by, the index sponsors.

Commodity Indices are sponsored, calculated and published by index sponsors. In connection with any offering of Securities, neither the Issuer nor the Warrant Guarantor (if applicable) have participated in the preparation of any information relating to any Commodity Index or made any due diligence inquiry with respect to the index sponsors. Neither the Issuer nor the Warrant Guarantor (if applicable) makes any representation or warranty as to the accuracy or completeness of such information or any other publicly available information regarding any Commodity Index or the index sponsors.

Securityholders should make their own investigation into any Commodity Index and the index sponsors. The index sponsors are not involved in any offer of Securities in any way and have no obligation to consider the interests of any Securityholder. The index sponsors have no obligation to continue to publish any Commodity Index and may discontinue or suspend publication of a Commodity Index at any time in their sole discretion.

Some index sponsors and their affiliates actively trade futures contracts and options on futures contracts on the commodities that underlie Commodity Indices, as well as commodities, including commodities included in Commodity Indices. Some index sponsors and their affiliates also actively enter into or trade and market securities, swaps, options, derivatives, and related instruments which are linked to the performance of commodities or are linked to the performance of Commodity Indices. Some index sponsors and their affiliates may underwrite or issue other securities or financial instruments linked to one or more Commodity Indices, and may license the Commodity Indices for publication or for use by unaffiliated third parties. These activities could present conflicts of interest and could affect the value of the Commodity Indices. For instance, a market maker in a financial instrument linked to the performance of a Commodity Index may expect to hedge some or all of its position in that financial instrument. Purchase (or selling) activity in the underlying index components in order to hedge the market maker's position in the financial instrument may affect the market price of the futures contracts or other components included in the Commodity Index, which in turn may affect the value of the Commodity Index. With respect to any of the activities described above, the index sponsors and their affiliates have no obligation to take the needs of any buyers, sellers or holders of the Securities into consideration at any time.

Historical performance of a Commodity Index is not an indication of future performance. Future performance of a Commodity may differ significantly from historical performance, either positively or negatively.

A Commodity Index is composed of one or more futures contracts on physical commodities. Futures contracts on physical commodities and commodity indices are traded on regulated futures exchanges, and physical commodities and other derivatives on physical commodities and commodity indices are traded in the over-the-counter market and on various types of physical and electronic trading facilities and markets. An exchange-traded futures contract provides for the purchase and sale of a specified type and quantity of a commodity or financial instrument during a stated delivery month for a fixed price. A futures contract on an index of commodities provides for the payment and receipt of cash based on the level of the index at settlement or liquidation of the contract. A futures contract provides for a specified settlement month in which the cash settlement is made or in which the commodity or financial instrument is to be delivered by the seller (whose position is therefore described as "short") and acquired by the purchaser (whose position is therefore described as "long").

There is no purchase price paid or received on the purchase or sale of a futures contract. Instead, an amount of cash or cash equivalents must be deposited with the broker as "initial margin". This amount varies based on the requirements imposed by the exchange clearing houses, but may be lower than 5 per cent. of the notional value of the contract. This margin deposit provides collateral for the obligations of the parties to the futures contract.

By depositing margin, which may vary in form depending on the exchange, with the clearing house or broker involved, a market participant may be able to earn interest on its margin funds, thereby increasing the total return that it may realize from an investment in futures contracts. The market participant normally makes to, and receives from, the broker subsequent daily payments as the price of the futures contract fluctuates. These payments are called "variation margin" and are made as the existing positions in the futures contract become more or less valuable, a process known as "marking to the market".

Futures contracts are traded on organized exchanges, known as "designated contract markets" in the United States. At any time prior to the expiration of a futures contract, subject to the availability of a liquid secondary market, a trader may elect to close out its position by taking an opposite position on the exchange on which the trader obtained the position. This operates to terminate the position and fix the trader's profit or loss. Futures contracts are cleared through the facilities of a centralized clearing house and a brokerage firm, referred to as a "futures commission merchant", which is a member of the clearing house. The clearing house guarantees the performance of each clearing member that is a party to a futures contract by, in effect, taking the opposite side of the transaction. Clearing houses do not guarantee the performance by clearing members of their obligations to their customers.

Unlike equity securities, futures contracts, by their terms, have stated expirations and, at a specified point in time prior to expiration, trading in a futures contract for the current delivery month will cease. As a result, a market participant wishing to maintain its exposure to a futures contract on a particular commodity with the nearest expiration must close out its position in the expiring contract and establish a new position in the contract for the next delivery month, a process referred to as "rolling". For example, a market participant with a long position in November crude oil futures that wishes to maintain a position in the nearest delivery month will, as the November contract nears expiration, sell November futures, which serves to close out the existing long position, and buy December futures. This will "roll" the November position into a December position, and, when the November contract expires, the market participant will still have a long position in the nearest delivery month.

Futures exchanges and clearing houses in the United States are subject to regulation by the Commodities Futures Trading Commission. Exchanges may adopt rules and take other actions that affect trading, including imposing speculative position limits, maximum price fluctuations and trading halts and suspensions and requiring liquidation of contracts in certain circumstances. Futures markets outside the United States are generally subject to regulation by comparable regulatory authorities. The structure and nature of trading on non-U.S. exchanges, however, may differ from this description.

PART B – ADDITIONAL TERMS AND CONDITIONS FOR COMMODITY LINKED SECURITIES

The terms and conditions applicable to Commodity Linked Securities shall comprise the Conditions and the additional terms and conditions set out below (the "Commodity Linked Conditions"), in each case subject to completion and/or amendment in the applicable Final Terms. In the event of any inconsistency between the Conditions and the Commodity Linked Conditions set out below, the Commodity Linked Conditions shall prevail. In the event of any inconsistency between (i) the Conditions and/or the Commodity Linked Conditions and (ii) the Final Terms, the Final Terms shall prevail. This Commodity Linked Annex is a Relevant Annex for the purposes of the Conditions and any Securities specified to be Commodity Linked Securities in the applicable Final Terms. Capitalised terms used herein but not otherwise defined shall have the meanings given to them in the Conditions or the applicable Final Terms.

These Commodity Linked Conditions apply to Commodity Linked Securities linked to (i) a single Relevant Commodity, (ii) a Commodity Index, (iii) a Basket of Commodities or (iv) a basket of various products which includes a Relevant Commodity or Commodity Index.

1. DETERMINATION OF RELEVANT COMMODITY PRICE FOR COMMODITY LINKED SECURITIES

The Relevant Commodity Price for a Relevant Commodity or a Commodity Index for any Pricing Date shall be the price, expressed as a price per unit of the Relevant Commodity or the price of the Commodity Index, determined by the Determination Agent with respect to that Pricing Date in respect of which:

• (a) the Commodity Reference Price is as specified in the applicable Final Terms;
• (b) the Specified Price is as specified in the applicable Final Terms;
• (c) the Delivery Date (if any) is as specified in the applicable Final Terms; and
• (d) the Pricing Date(s) is/are date(s) as specified in the applicable Final Terms.

2. COMMODITY MARKET DISRUPTION EVENT AND DISRUPTION FALLBACK

If, in the opinion of the Determination Agent, a Commodity Market Disruption Event has occurred and is continuing on any Pricing Date (or, if different, the day on which prices for that Pricing Date would, in the ordinary course, be published by the Price Source), the Relevant Commodity Price for that Pricing Date will be determined by the Determination Agent in accordance with the first applicable Disruption Fallback that provides a Relevant Commodity Price.

3. COMMON PRICING

With respect to Securities relating to a Basket of Commodities, if "Common Pricing" has been selected in the applicable Final Terms as:

• (a) "Applicable" then, no date will be a Pricing Date unless such date is a day on which all referenced Commodity Reference Prices (for which such date would otherwise be a Pricing Date) are scheduled to be published or announced.
• (b) "Inapplicable" then, if the Determination Agent determines that a Commodity Market Disruption Event has occurred or exists on the Pricing Date in respect of any Relevant

Commodity and/or Commodity Index in the basket (the "Affected Commodity"), the Relevant Commodity Price of each Relevant Commodity and/or Commodity Index within the basket which is not affected by the occurrence of a Commodity Market Disruption Event shall be determined on its scheduled Pricing Date and the Relevant Commodity Price for the Affected Commodity shall be determined in accordance with the first applicable Disruption Fallback that provides a Relevant Commodity Price.

4. CORRECTION TO PUBLISHED PRICES

For purposes of determining or calculating the Relevant Commodity Price, if the price published or announced on a given day and used or to be used by the Determination Agent to determine the Relevant Commodity Price in respect of that day is subsequently corrected and the correction is published or announced by the person responsible for that publication or announcement within 30 calendar days after the original publication or announcement, the Determination Agent may, in its sole discretion, recalculate the Relevant Commodity Price for that day, using such corrected price. The Determination Agent shall notify the Issuer of any such correction, the revised Relevant Commodity Price and, if any amount (the "Actual Amount") has been paid or delivered to Securityholders on the basis of the original Relevant Commodity Price, the amount that should have been paid or delivered to the Securityholders on the basis of the corrected Relevant Commodity Price (the "Adjusted Amount"). Upon being notified of the Adjusted Amount, the Issuer may (but shall not be obliged to) take such action as it considers necessary or appropriate to either pay or deliver additional amounts (if the Adjusted Amount is greater than the Actual Amount) or recover amounts (if the Adjusted Amount is less than the Actual Amount), from the person to whom the Actual Amounts were paid or delivered. Notwithstanding the foregoing, under no circumstances shall the Issuer be obligated to recover any moneys from any Relevant Clearing System. The Determination Agent shall not be obliged to make any determination under this Commodity Linked Condition and shall have no liability to any person for any determination made or not made under this Commodity Linked Condition.

Notwithstanding the foregoing, where the Determination Agent, in its sole discretion, determines that the price published or announced on a given day and used or to be used by it to determine the Relevant Commodity Price in respect of that day is expected to be subsequently corrected, then the Determination Agent may, in its sole discretion, delay the determination or calculation of the Relevant Commodity Price in respect of such day and instead notify the Issuer of the expected correction. If the Determination Agent notifies the Issuer of an expected correction to a Relevant Commodity Price, the Issuer shall not make any payments or deliveries, until the Determination Agent determines or calculates the correct Relevant Commodity Price and the day on which such payments or delivered are due shall be delayed to the same extent as was the determination or calculation of the correct Relevant Commodity Price. No additional amounts shall be payable or deliverable as a result of any such delay.

5. ADJUSTMENTS TO COMMODITY INDEX

With respect to a Commodity Index:

(a) if the Commodity Index is permanently cancelled or the Commodity Reference Price is not calculated and announced by the sponsor of such Commodity Index or any of its affiliates (together the "Sponsor") but (i) is calculated and announced by a successor sponsor (the "Successor Sponsor") acceptable to the Determination Agent, or (ii) replaced by a successor index (the "Successor Index") using, in the determination of the Determination Agent, the same or a substantially similar formula for and method of calculation as used in the calculation of the Relevant Commodity Price, then the Relevant Commodity Price will be deemed to be the price so calculated and announced by that Successor Sponsor or that Successor Index, as the case may be.

• (b) if the Determination Agent determines that (i) the Sponsor makes a material change in the formula for or the method of calculating the Relevant Commodity Price or in any other way materially modifies such Commodity Index (other than a modification prescribed in that formula or method to maintain the Relevant Commodity Price in the event of changes in constituent commodities and weightings and other routine events), or (ii) the Sponsor permanently cancels the Commodity Index or (iii) the Sponsor fails to calculate and announce the Commodity Index for a continuous period of three Trading Days and the Determination Agent determines that there is no Successor Sponsor or Successor Index (such events (i) (ii) and (iii) to be collectively referred to as "Index Adjustment Events"), then the Determination Agent may at its option (in the case of (i)) and shall (in the case of (ii) and (iii)) calculate the Relevant Commodity Price using in lieu of the published level for that Commodity Index (if any), the level for that Commodity Index as at the relevant determination date as determined by the Determination Agent in accordance with the formula for and method of calculating that Commodity Index last in effect prior to the relevant Index Adjustment Event, but using only those futures contracts that comprised that Commodity Index immediately prior to the relevant Index Adjustment Event (other than those futures contracts that have ceased to be listed on any relevant exchange).
• (c) Any other adjustment specified in the applicable Final Terms.

6. ADJUSTMENTS TO PAYMENT DATES, EXERCISE DATES AND SETTLEMENT DATES

Notwithstanding anything to the contrary in the Conditions, if, as a result of a delay or postponement pursuant to the occurrence of a Commodity Market Disruption Event or Index Adjustment Event, a Relevant Commodity Price used to determine (i) whether any right of exercise or any other right may be exercised or (ii) any amount payable or deliverable on any date specified in the applicable Final Terms, is unavailable such determination and/or date will, subject to the applicable Final Terms, be delayed or postponed to fall on the second Business Day following the determination of the Relevant Commodity Price under the Disruption Fallback provision or Adjustments to Commodity Index provision as determined by Determination Agent.

No additional amounts shall be payable or deliverable by the Issuer or Warrant Guarantor (if applicable) to any Securityholder as a result of any such delay or postponement.

7. COMMODITY BUSINESS DAY CONVENTION

If any date applicable to a Commodity Linked Security that is specified to be subject to adjustment in accordance with a Commodity Business Day Convention would otherwise fall on a day that is not a Commodity Business Day, such date will be adjusted according to the Commodity Business Day Convention specified in the applicable Final Terms.

If the Commodity Business Day Convention is:

• (a) the "Following", such date shall be postponed to the next day that is a Commodity Business Day;
• (b) the "Modified Following", such date shall be postponed to the next day that is a Commodity Business Day, unless it would thereby fall into the next calendar month, in

which event such date shall be brought forward to the immediately preceding Commodity Business Day;

• (c) the "Nearest", such date will be the first preceding day that is a Commodity Business Day if the relevant date otherwise falls on a day other than a Sunday or a Monday and will be the first following day that is a Commodity Business Day if the relevant date otherwise falls on a Sunday or a Monday; or
• (d) the "Preceding", such date shall be brought forward to the immediately preceding Commodity Business Day.

PART C – DEFINITIONS AND INTERPRETATIONS APPLICABLE TO COMMODITY LINKED SECURITIES

1. CERTAIN GENERAL DEFINITIONS RELATING TO COMMODITY LINKED SECURITIES

To the extent that the provisions of this Annex apply to Notes, references to: (i) "Securities" and "Securityholders" shall be construed as references to the relevant Notes and Noteholders; (ii) "Issuer" shall be construed as references to the Note Issuer; and (iii) "Determination Agent" shall be construed as references to the Note Determination Agent. To the extent that the provisions of this Annex apply to Warrants, references to: (i) "Securities" and "Securityholders" shall be construed as references to the relevant Warrants and Warrantholders; (ii) "Issuer" shall be construed as references to the Warrant Issuer; and (iii) "Determination Agent" shall be construed as references to the Warrant Determination Agent.

"Basket of Commodities" means, in relation to a particular Security, a basket composed of Relevant Commodities and/or Commodity Indices in the relative proportions specified in the applicable Final Terms.

"Commodity Business Day" means, (a) in respect of a Commodity Linked Security for which the Commodity Reference Price is a price announced or published by an Exchange, a day that is (or would have been, but for the occurrence of a Commodity Market Disruption Event) a day on which that Exchange is open for trading during its regular trading session, notwithstanding any such Exchange closing prior to its scheduled closing time and (b) in respect of a Commodity Linked Security for which the Commodity Reference Price is not a price announced or published by an Exchange, a day in respect of which the relevant Price Source published (or would have published, but for the occurrence of a Commodity Market Disruption Event) a price.

"Commodity Index" means, in relation to a Commodity Linked Security, the index comprising one or more commodities or commodity futures contracts, as specified in the applicable Final Terms.

"Commodity Linked Security" means a Security, in respect of which (i) in relation to Notes, payments of interest; or (ii) in relation to Warrants, the exercise price; and/or (iii) any other amounts payable or deliverable in respect of such Security, as indicated in the applicable Final Terms, will be calculated by reference to and/or contingent upon the price of a Relevant Commodity, Commodity Index or a Basket of Commodities, each as specified in the applicable Final Terms.

"Commodity Reference Price" means, in respect of a Relevant Commodity or Commodity Index, the reference price as specified in the applicable Final Terms and determined by the Determination Agent. The specified Commodity Reference Price may be defined in the applicable Final Terms or be interpreted by reference to Section 3 of this Part C.

"Delivery Date" means, in respect of a Commodity Reference Price, the relevant date or month for delivery of the Relevant Commodity as specified in the applicable Final Terms and determined by the Determination Agent as follows:

• (a) if a date is, or a month and year are, is specified, that date or that month and year;
• (b) if a Nearby Month is specified, the month of expiration of the relevant Futures Contract; and
• (c) if a method is specified for the purpose of determining the Delivery Date, the date or month and year determined pursuant to that method.

"Exchange" means each exchange or principal trading market specified in the applicable Final Terms or Commodity Reference Price.

"Nearby Month" means, in respect of a Delivery Date and a Pricing Date, when preceded by a numerical adjective, the month of expiration of the Futures Contract identified by that numerical adjective, so that, for example, (A) "First Nearby Month" means the month of expiration of the first Futures Contract to expire following that Pricing Date; (B) "Second Nearby Month" means the month of expiration of the second Futures Contract to expire following that Pricing Date; and (C) "Sixth Nearby Month" means the month of expiration of the sixth Futures Contract to expire following that Pricing Date.

"Pricing Date" means, in respect of a Commodity Reference Price, each date specified as such in the applicable Final Terms, which date is a day in respect of which a Relevant Commodity Price is to be determined.

"Price Source" means, in respect of a Commodity Reference Price, the publication (or such other origin of reference, including an Exchange) containing (or reporting) the Specified Price (or prices from which the Specified Price is calculated) as specified in the relevant Commodity Reference Price or the applicable Final Terms.

"Relevant Commodity" means, in respect of a Commodity Linked Security, the commodity specified in the applicable Final Terms.

"Relevant Commodity Price" means, in respect of a Relevant Commodity or Commodity Index, for any Pricing Date, the price, expressed as a price per unit of the Relevant Commodity or the price of the Commodity Index, determined by the Determination Agent with respect to that Pricing Date for the specified Commodity Reference Price.

"Specified Price" means, in respect of a Commodity Reference Price, the price as specified in the applicable Final Terms.

2. TERMS RELATING TO COMMODITY MARKET DISRUPTION EVENTS AND DISRUPTION FALLBACK

"Calculation Agent Determination" means, in respect of a Disruption Fallback, that the Determination Agent will determine the Relevant Commodity Price (or a method for determining the Relevant Commodity Price), taking into consideration the latest available quotation for the relevant Commodity Reference Price and any other information that in its sole discretion it deems relevant

"Commodity Market Disruption Event" means, in respect of a Relevant Commodity or Commodity Index, the occurrence of any of the following events:

• (a) with respect to a Relevant Commodity:
• (i) Price Source Disruption;
• (ii) Trading Disruption;
• (iii) Disappearance of Commodity Reference Price;
• (iv) Material Change in Formula;

• (v) Material Change in Content; or

• (vi) any additional Commodity Market Disruption Events specified in the applicable Final Terms.

• (b) with respect to a Commodity Index:
• (i) a temporary or permanent failure by the applicable exchange or other price source to announce or publish (a) the final settlement price for the Commodity Reference Price or (b) closing price for any futures contract included in the Commodity Reference Price;
• (ii) a material limitation, suspension or disruption of trading in one or more of the futures contracts included in the Commodity Reference Price; or
• (iii) the closing price for any futures contract included in the Commodity Reference Price is a "limit price", which means that the closing price for such contract for a day has increased or decreased from the previous day's closing price by the maximum amount permitted under applicable exchange rules.

"Delayed Publication or Announcement" means, in respect of a Disruption Fallback, that the Relevant Commodity Price for a Pricing Date will be determined based on the Specified Price in respect of the original day scheduled as such Pricing Date that is published or announced by the relevant Price Source retrospectively on the first succeeding Commodity Business Day on which the Commodity Market Disruption Event ceases to exist, unless that Commodity Market Disruption Event continues to exist (measured from and including the original day that would otherwise have been the Pricing Date), or the Relevant Commodity Price continues to be unavailable, for two consecutive Commodity Business Days.

"Disappearance of Commodity Reference Price" means, in respect of a Commodity Market Disruption Event, (A) the permanent discontinuation of trading in the relevant Futures Contract on the relevant Exchange; (B) the disappearance of, or of trading in, the Relevant Commodity; or (C) the disappearance or permanent discontinuance or unavailability of a Commodity Reference Price, notwithstanding the availability of the related Price Source or the status of trading in the relevant Futures Contract or the Relevant Commodity.

"Disruption Fallback" means a source or method that may give rise to an alternative basis for determining the Relevant Commodity Price in respect of a specified Commodity Reference Price when a Commodity Market Disruption Event occurs or exists on a day that is a Pricing Date. A Disruption Fallback is applicable (in the order specified, if any) if it is specified in the applicable Final Terms or, if no Disruption Fallback is specified in the applicable Final Terms, the following Disruption Fallbacks shall be deemed to have been specified:

• (a) with respect to a Relevant Commodity (in the following order):
• (i) Fallback Reference Price (if applicable);
• (ii) Delayed Publication or Announcement and Postponement (each to operate concurrently with the other and each subject to a period of two consecutive Commodity Business Days of disruption (measured from and including the original day that would otherwise have been the Pricing Date); provided, however, that the price determined by Postponement shall be the Relevant Commodity Price only if Delayed Publication or Announcement does not yield a Relevant Commodity Price within that two consecutive Commodity Business Days); and

• (iii) Calculation Agent Determination.

• (b) with respect to a Commodity Index, the following fallback determination mechanism:

• (i) with respect to each futures contract included in the Commodity Reference Price which is not affected by the Commodity Market Disruption Event, the Relevant Commodity Price will be based on the closing prices of each such contract on the applicable determination date;
• (ii) with respect to each futures contract included in the Commodity Reference Price which is affected by the Commodity Market Disruption Event, the Relevant Commodity Price will be based on the closing prices of each such contract on the first day following the applicable determination date on which no Commodity Market Disruption Event is occurring with respect to such contract;
• (iii) subject to Clause (iv) below, the Determination Agent shall determine the Relevant Commodity Price by reference to the closing prices determined in Clauses (i) and (ii) above using the then-current method for calculating the Relevant Commodity Price; and
• (iv) where a Commodity Market Disruption Event with respect to one or more futures contracts included in the Commodity Reference Price continues to exist (measured from and including the first day following the applicable determination date) for five consecutive Trading Days, the Determination Agent shall determine the Relevant Commodity Price in a commercially reasonable manner.

"Fallback Reference Price" means, in respect of a Disruption Fallback, that the Determination Agent will determine the Relevant Commodity Price based on the price for that Pricing Date of the first alternate Commodity Reference Price, if any, specified in the applicable Final Terms and not subject to a Commodity Market Disruption Event.

"Futures Contract" means, in respect of a Commodity Reference Price, the contract for future delivery of a contract size in respect of the relevant Delivery Date relating to the Relevant Commodity referred to in that Commodity Reference Price.

"Material Change in Content" means, in respect of a Commodity Market Disruption Event, the occurrence since the Trade Date of the Commodity Linked Security of a material change in the content, composition or constitution of the Relevant Commodity or relevant Futures Contract.

"Material Change in Formula" means, in respect of a Commodity Market Disruption Event, the occurrence since the Trade Date of the Commodity Linked Security of a material change in the formula for or method of calculating the relevant Commodity Reference Price.

"Postponement" means, in respect of a Disruption Fallback, that the Pricing Date will be deemed, for purposes of the application of this Disruption Fallback only, to be the first succeeding Commodity Business Day on which the Commodity Market Disruption Event ceases to exist, unless that Commodity Market Disruption Event continues to exist for two consecutive Commodity Business Days (measured from and including the original day that would otherwise have been the Pricing Date).

"Price Source Disruption" means, in respect of a Commodity Market Disruption Event, (A) the failure of the Price Source to announce or publish the Specified Price (or the information necessary for determining the Specified Price) for the relevant Commodity Reference Price; or (B) the temporary or permanent discontinuance or unavailability of the Price Source.

"Trading Day" means, a day when:

• (a) the Determination Agent is open for business in London and New York; and
• (b) the exchanges of all futures contracts included in the Commodity Index are open for trading.

"Trading Disruption" means, in respect of a Commodity Market Disruption Event, the material suspension of, or the material limitation imposed on, trading in the Futures Contract or the Relevant Commodity on the Exchange or in any additional futures contract, options contract or commodity on any Exchange as specified in the applicable Final Terms. For these purposes:

• (a) a suspension of the trading in the Futures Contract or the Relevant Commodity on any Commodity Business Day shall be deemed to be material only if:
• (i) all trading in the Futures Contract or the Relevant Commodity is suspended for the entire Pricing Date; or
• (ii) all trading in the Futures Contract or the Relevant Commodity is suspended subsequent to the opening of trading on the Pricing Date, trading does not recommence prior to the regularly scheduled close of trading in such Futures Contract or such Relevant Commodity on such Pricing Date and such suspension is announced less than one hour preceding its commencement; and
• (b) a limitation of trading in the Futures Contract or the Relevant Commodity on any Commodity Business Day shall be deemed to be material only if the relevant Exchange establishes limits on the range within which the price of the Futures Contract or the Relevant Commodity may fluctuate and the closing or settlement price of the Futures Contract or the Relevant Commodity on such day is at the upper or lower limit of that range.

3. COMMODITY REFERENCE PRICES

3.1. Section 1: Commodity Reference Prices

Subject to Part B (Additional Terms and Conditions for Commodity Linked Securities), for purposes of determining the Relevant Commodity Price for a Relevant Commodity or Commodity Index:

(a) Agricultural Products

(i) Azuki Beans

"AZUKI BEANS-TGE" means that the price for a Pricing Date will be that day's Specified Price per bag of deliverable grade azuki beans on the TGE of the Futures Contract, stated in Japanese Yen, as made public by the TGE and displayed on Reuters Screen page "0#JRB:" on that Pricing Date.

(ii) Barley

"BARLEY-WCE" means that the price for a Pricing Date will be that day's Specified Price per tonne of deliverable grade Canadian feed barley on the WCE of the Futures Contract, stated in Canadian Dollars, as made public by the WCE and displayed on Reuters Screen page "0#AB:" on that Pricing Date.

(iii) Canola

"CANOLA-WCE" means that the price for a Pricing Date will be that day's Specified Price per ton of deliverable grade non-commercially clean Canadian canola on the WCE of the Futures Contract, stated in Canadian Dollars, as made public by the WCE and displayed on Reuters Screen page "0#RS:" on that Pricing Date.

(iv) Cocoa

"COCOA-NYBOT" means that the price for a Pricing Date will be that day's Specified Price per metric ton of deliverable grade cocoa beans on the NYBOT of the Futures Contract, stated in U.S. Dollars, as made public by the NYBOT and displayed on Reuters Screen page "0#CC:" on that Pricing Date.

(v) Coffee

"COFFEE ARABICA-NYBOT" means that the price for a Pricing Date will be that day's Specified Price per pound of deliverable grade washed arabica coffee on the NYBOT of the Futures Contract, stated in U.S. cents, as made public by the NYBOT and displayed on Reuters Screen page "0#KC:" on that Pricing Date.

(vi) Corn

"CORN-CBOT" means that the price for a Pricing Date will be that day's Specified Price per bushel of deliverable grade corn on the CBOT of the Futures Contract, stated in U.S. cents, as made public by the CBOT and displayed on Reuters Screen page "0#C:" on that Pricing Date.

(vii) Cotton

"COTTON NO. 2-NYBOT" means that the price for a Pricing Date will be that day's Specified Price per pound of deliverable grade cotton No. 2 on the NYBOT of the Futures Contract, stated in U.S. cents, as made public by the NYBOT and displayed on Reuters Screen page "0#CT:" on that Pricing Date.

(viii) Livestock

• (A) "FEEDER CATTLE-CME" means that the price for a Pricing Date will be that day's Specified Price per pound of deliverable grade medium and large frame #1 feeder steers on the CME of the Futures Contract, stated in U.S. cents, as made public by the CME and displayed on Reuters Screen page "0#FC:" on that Pricing Date.
• (B) "LIVE CATTLE-CME" means that the price for a Pricing Date will be that day's Specified Price per pound of deliverable grade live steers on the CME of the Futures Contract, stated in U.S. cents, as made public by the CME and displayed on Reuters Screen page "0#LC:" on that Pricing Date.

(C) "LEAN HOGS-CME" means that the price for a Pricing Date will be that day's Specified Price per pound of deliverable grade lean value hog carcasses on the CME of the Futures Contract, stated in U.S. cents, as made public by the CME and displayed on Reuters Screen page "0#LH:" on that Pricing Date.

(ix) Lumber

"LUMBER-CME" means that the price for a Pricing Date will be that day's Specified Price per thousand board feet (mbf) of deliverable grade random length lumber on the CME of the Futures Contract, stated in U.S. Dollars, as made public by the CME and displayed on Reuters Screen page "0#LB:" on that Pricing Date.

(x) Oats

"OATS-CBOT" means that the price for a Pricing Date will be that day's Specified Price per bushel of deliverable grade oats on the CBOT of the Futures Contract, stated in U.S. cents, as made public by the CBOT and displayed on Reuters Screen page "0#O:" on that Pricing Date.

(xi) Orange Juice

"FROZEN CONCENTRATED ORANGE JUICE NO. 1-NYBOT" means that the price for a Pricing Date will be that day's Specified Price per pound of deliverable grade orange solids on the NYBOT of the Futures Contract, stated in U.S. cents, as made public by the NYBOT and displayed on Reuters Screen page "0#OJ:" on that Pricing Date.

(xii) Palm Oil

"PALM OIL-BURSA MALAYSIA" means that the price for a Pricing Date will be that day's Specified Price per metric ton of deliverable grade crude palm oil on the Bursa Malaysia Derivatives Bhd ("Bursa Malaysia"), or its successor, of the Futures Contract, stated in Malaysian Ringgit, as made public by the Bursa Malaysia, or its successor, and displayed on Reuters Screen page "0#KPO:" on that Pricing Date.

(xiii) Rice

"RICE-CBOT" means that the price for a Pricing Date will be that day's Specified Price per hundredweight of deliverable grade rough rice on the CBOT of the Futures Contract, stated in U.S. cents, as made public by the CBOT and displayed on Reuters Screen page "0#RR:" on that Pricing Date.

(xiv) Rubber

"RUBBER-TOCOM" means that the price for a Pricing Date will be that day's Specified Price per kilogram of rubber on the TOCOM of the Futures Contract for the Delivery Date, stated in Japanese Yen, as made public by the TOCOM and displayed on Reuters Screen page "0#JRU:" on that Pricing Date.

(xv) Soybeans

• (A) "SOYBEANS-CBOT" means that the price for a Pricing Date will be that day's Specified Price per bushel of deliverable grade soybeans on CBOT of the Futures Contract, stated in U.S. cents, as made public by the CBOT and displayed on Reuters Screen page "0#S:" on that Pricing Date.
• (B) "SOYBEAN MEAL-CBOT" means that the price for a Pricing Date will be that day's Specified Price per ton of deliverable grade soybean meal on the CBOT of the Futures Contract, stated in U.S. Dollars, as made public by the CBOT and displayed on Reuters Screen page "0#SM:" on that Pricing Date.
• (C) "SOYBEAN OIL-CBOT" means that the price for a Pricing Date will be that day's Specified Price per pound of deliverable grade crude soybean oil on the CBOT of the Futures Contract, stated in U.S. cents, as made public by the CBOT and displayed on Reuters Screen page "0#BO:" on that Pricing Date.

(xvi) Sugar

"SUGAR # 11 (WORLD)-NYBOT" means that the price for a Pricing Date will be that day's Specified Price per pound of deliverable grade cane sugar on the NYBOT of the Futures Contract, stated in U.S. cents, as made public by the NYBOT and displayed on Reuters Screen page "0#SB:" on that Pricing Date.

(xvii) Wheat

• (A) "WHEAT-CBOT" means that the price for a Pricing Date will be that day's Specified Price per bushel of deliverable grade wheat on the CBOT of the Futures Contract, stated in U.S. cents, as made public by the CBOT and displayed on Reuters Screen page "0#W:" on that Pricing Date.
• (B) "WHEAT HRW-KCBOT" means that the price for a Pricing Date will be that day's Specified Price per bushel of deliverable grade hard red winter wheat on the KCBOT of the Futures Contract, stated in U.S. cents, as made public by the KCBOT and displayed on Reuters Screen page "0#KW:" on that Pricing Date.

(xviii) Wool

"GREASY WOOL (21 MICRON)-SFE" means that the price for a Pricing Date will be that day's Specified Price per kilogram of deliverable grade merino combing fleece on the SFE of the Futures Contract, stated in Australian cents, as made public by the SFE and displayed on Reuters Screen page "0#YGS:" on that Pricing Date.

• (b) Energy
• (i) Coal
  • (A) "COAL-TFS API 2-ARGUS/MCCLOSKEY'S" means that the price for a Pricing Date will be that day's Specified Price per tonne of steam coal 6,000 kcal/kg, up to 1 per cent. sulphur NAR basis, cif ARA, stated in U.S. Dollars, published under the heading "International Coal Indexes incorporating the TFS APITM Indices: Monthly Coal Price Indexes: TFS API 2 (cif ARA)" in the issue of Argus/McCloskey's Coal Price Index Report that reports prices effective on that Pricing Date.
  • (B) "COAL-TFS API 4-ARGUS/MCCLOSKEY'S" means that the price for a Pricing Date will be that day's Specified Price per tonne of steam coal 6,000 kcal/kg, up to 1 per cent. sulphur NAR basis, fob Richards Bay, stated in U.S. Dollars, published under the heading "International Coal Indexes incorporating the TFS APITM Indices: Monthly Coal Price Indexes: TFS API 4 (fob Richards Bay)" in the issue of Argus/McCloskey's Coal Price Index Report that reports prices effective on that Pricing Date.

(ii) Electricity

• (A) "ELECTRICITY-MONTH FUTURES BASE-EEX" means that the price for a Pricing Date will be that day's Specified Price per MWh of base electricity on the EEX of the Futures Contract, stated in Euros, published at www.eex.de, under the headings "Info Center: Download: Market Data: Derivatives-Results Derivatives Market (Year): F1BM" or any successor headings, that reports prices effective on that Pricing Date.
• (B) "ELECTRICITY-QUARTER FUTURES BASE-EEX" means that the price for a Pricing Date will be that day's Specified Price per MWh of base electricity on the EEX of the Futures Contract, stated in Euros, published at www.eex.de, under the headings "Info Center: Download: Market Data: Derivatives-Results Derivatives Market (Year): F1BQ" or any successor headings, that reports prices effective on that Pricing Date.
• (C) "ELECTRICITY-YEAR FUTURES BASE-EEX" means that the price for a Pricing Date will be that day's Specified Price per MWh of base electricity on the EEX of the Futures Contract, stated in Euros, published at www.eex.de, under the headings "Info Center: Download: Market Data: Derivatives-Results Derivatives Market (Year): F1BY" or any successor headings, that reports prices effective on that Pricing Date.

(iii) Gas Oil

"GAS OIL-IPE" means that the price for a Pricing Date will be that day's Specified Price per metric ton of gas oil on the IPE of the Futures Contract for the Delivery Date, stated in U.S. Dollars, as made public by the IPE on that Pricing Date.

(iv) Gasoline

"GASOLINE-NEW YORK-NYMEX" means that the price for a Pricing Date will be that day's Specified Price per gallon of New York Harbor unleaded gasoline on the NYMEX of the Futures Contract for the Delivery Date, stated in U.S. Dollars, as made public by the NYMEX on that Pricing Date.

(v) Heating Oil

"HEATING OIL-NEW YORK-NYMEX" means that the price for a Pricing Date will be that day's Specified Price per gallon of New York Harbor No. 2 heating oil on the NYMEX of the Futures Contract for the Delivery Date, stated in U.S. Dollars, as made public by the NYMEX on that Pricing Date.

(vi) Jet Fuel/Kerosene

"JET FUEL-CARGOES CIF NWE/BASIS ARA-PLATTS EUROPEAN" means that the price for a Pricing Date will be that day's Specified Price per metric ton of jet fuel, stated in U.S. Dollars, published under the heading "Cargoes CIF NWE/Basis ARA: Jet" in the issue of Platts European that reports prices effective on that Pricing Date.

(vii) Natural Gas

• (A) "NATURAL GAS-NYMEX" means that the price for a Pricing Date will be that day's Specified Price per MMBTU of natural gas on the NYMEX of the Futures Contract for the Delivery Date, stated in U.S. Dollars, as made public by the NYMEX on that Pricing Date.
• (B) "NATURAL GAS-HENRY HUB-NYMEX" means that the price for a Pricing Date will be that day's Specified Price per MMBTU of natural gas on the NYMEX of the Henry Hub Natural Gas Futures Contract for the Delivery Date, stated in U.S. Dollars, as made public by the NYMEX on that Pricing Date.
• (viii) Oil

(A) Oil-Brent

• (1) "OIL-BRENT-IPE" means that the price for a Pricing Date will be that day's Specified Price per barrel of Brent blend crude oil on the IPE of the Futures Contract for the Delivery Date, stated in U.S. Dollars, as made public by the IPE on that Pricing Date.
• (2) "OIL-WTI-NYMEX" means that the price for a Pricing Date will be that day's Specified Price per barrel of West Texas Intermediate light sweet crude oil on the NYMEX of the Futures Contract for the Delivery Date, stated in U.S. Dollars, as made public by the NYMEX on that Pricing Date.

Metals

• (B) Aluminium
• (1) "ALUMINIUM-LME CASH" means that the price for a Pricing Date will be that day's Specified Price per tonne of high grade Primary Aluminium on the LME for the applicable Delivery Date, stated in U.S. Dollars, as determined by the LME and displayed on Reuters Screen page "MTLE" that displays prices effective on that Pricing Date.
• (2) "ALUMINIUM-LME 3 MONTH" means that the price for a Pricing Date will be that day's Specified Price per tonne of high grade Primary Aluminium on the LME for the applicable Delivery Date, stated in U.S. Dollars, as determined by the LME and displayed on Reuters Screen page "MTLE" that displays prices effective on that Pricing Date.
• (3) "ALUMINIUM-LME 15 MONTH" means that the price for a Pricing Date will be that day's Specified Price per tonne of high grade Primary Aluminium on the LME for the applicable Delivery Date, stated in U.S. Dollars, as determined by the LME and displayed on Reuters Screen page "MTLE" that displays prices effective on that Pricing Date.
• (4) "ALUMINIUM-LME 27 MONTH" means that the price for a Pricing Date will be that day's Specified Price per tonne of high grade Primary Aluminium on the LME for the applicable Delivery Date, stated in U.S. Dollars, as determined by the LME and displayed on Reuters Screen page "MTLE" that displays prices effective on that Pricing Date.

(C) Copper

• (1) "COPPER-LME CASH" means that the price for a Pricing Date will be that day's Specified Price per tonne of Copper Grade A on the LME for the applicable Delivery Date, stated in U.S. Dollars, as determined by the LME and displayed on Reuters Screen page "MTLE" that displays prices effective on that Pricing Date.
• (2) "COPPER-LME 3 MONTH" means that the price for a Pricing Date will be that day's Specified Price per tonne of Copper Grade A on the LME for the applicable Delivery Date, stated in U.S. Dollars, as determined by the LME and displayed on Reuters Screen page "MTLE" that displays prices effective on that Pricing Date.
• (3) "COPPER-LME 15 MONTH" means that the price for a Pricing Date will be that day's Specified Price per tonne of Copper Grade A on the LME for the applicable Delivery Date, stated in U.S. Dollars, as determined by the LME and displayed on

Reuters Screen page "MTLE" that displays prices effective on that Pricing Date.

• (4) "COPPER-LME 27 MONTH" means that the price for a Pricing Date will be that day's Specified Price per tonne of Copper Grade A on the LME for the applicable Delivery Date, stated in U.S. Dollars, as determined by the LME and displayed on Reuters Screen page "MTLE" that displays prices effective on that Pricing Date.
• (5) "COPPER-COMEX" means that the price for a Pricing Date will be that day's Specified Price per pound of high grade copper on the COMEX of the Futures Contract for the Delivery Date, stated in U.S. cents, as made public by the COMEX on that Pricing Date.

(D) Gold

• (1) "GOLD-A.M. FIX" means that the price for a Pricing Date will be that day's morning Gold fixing price per troy ounce of Gold for delivery in London through a member of the LBMA authorized to effect such delivery, stated in U.S. Dollars, as determined by the London Gold Market and displayed on Reuters Screen page "GOFO" that displays prices effective on that Pricing Date.
• (2) "GOLD-P.M. FIX" means that the price for a Pricing Date will be that day's afternoon Gold fixing price per troy ounce of Gold for delivery in London through a member of the LBMA authorized to effect such delivery, stated in U.S. Dollars, as calculated by the London Gold Market and displayed on Reuters Screen page "GOFO" that displays prices effective on that Pricing Date.

(E) Lead

• (1) "LEAD-LME CASH" means that the price for a Pricing Date will be that day's Specified Price per tonne of Standard Lead on the LME for the applicable Delivery Date, stated in U.S. Dollars, as determined by the LME and displayed on Reuters Screen page "MTLE" that displays prices effective on that Pricing Date.
• (2) "LEAD-LME 3 MONTH" means that the price for a Pricing Date will be that day's Specified Price per tonne of Standard Lead on the LME for the applicable Delivery Date, stated in U.S. Dollars, as determined by the LME and displayed on Reuters Screen page "MTLE" that displays prices effective on that Pricing Date.

• (3) "LEAD-LME 15 MONTH" means that the price for a Pricing Date will be that day's Specified Price per tonne of Standard Lead on the LME for the applicable Delivery Date, stated in U.S. Dollars, as determined by the LME and displayed on Reuters Screen page "MTLE" that displays prices effective on that Pricing Date.

• (F) Nickel

• (1) "NICKEL-LME CASH" means that the price for a Pricing Date will be that day's Specified Price per tonne of Primary Nickel on the LME for the applicable Delivery Date, stated in U.S. Dollars, as determined by the LME and displayed on Reuters Screen page "MTLE" that displays prices effective on that Pricing Date.
• (2) "NICKEL-LME 3 MONTH" means that the price for a Pricing Date will be that day's Specified Price per tonne of Primary Nickel on the LME for the applicable Delivery Date, stated in U.S. Dollars, as determined by the LME and displayed on Reuters Screen page "MTLE" that displays prices effective on that Pricing Date.
• (3) "NICKEL-LME 15 MONTH" means that the price for a Pricing Date will be that day's Specified Price per tonne of Primary Nickel on the LME for the applicable Delivery Date, stated in U.S. Dollars, as determined by the LME and displayed on Reuters Screen page "MTLE" that displays prices effective on that Pricing Date.
• (4) "NICKEL-LME 27 MONTH" means that the price for a Pricing Date will be that day's Specified Price per tonne of Primary Nickel on the LME for the applicable Delivery Date, stated in U.S. Dollars, as determined by the LME and displayed on Reuters Screen page "MTLE" that displays prices effective on that Pricing Date.

(G) Palladium

• (1) "PALLADIUM-A.M. FIX" means that the price for a Pricing Date will be that day's morning Palladium fixing price per troy ounce gross of Palladium for delivery in Zurich through a member of the LPPM authorized to effect such delivery, stated in U.S. Dollars, as calculated by the LPPM and displayed on Reuters Screen page "STBL" that displays prices effective on that Pricing Date.
• (2) "PALLADIUM-P.M. FIX" means that the price for a Pricing Date will be that day's afternoon Palladium fixing price per troy ounce gross of Palladium for delivery in Zurich through a member of the LPPM authorized to effect such delivery, stated in U.S. Dollars, as calculated by the LPPM and displayed on Reuters Screen page "STBL" that displays prices effective on that Pricing Date.

(H) Platinum

(1) "PLATINUM-A.M. FIX" means that the price for a Pricing Date will be that day's morning Platinum fixing price per troy ounce gross of Platinum for delivery in Zurich through a member of the LPPM authorized to effect such delivery, stated in U.S. Dollars, as calculated by the LPPM and displayed on Reuters Screen page "STBL" that displays prices effective on that Pricing Date.

• (2) "PLATINUM-P.M. FIX" means that the price for a Pricing Date will be that day's afternoon Platinum fixing price per troy ounce gross of Platinum for delivery in Zurich through a member of the LPPM authorized to effect such delivery, stated in U.S. Dollars, as calculated by the LPPM and displayed on Reuters Screen page "STBL" that displays prices effective on that Pricing Date.
• (3) "PLATINUM-NYMEX" means that the price for a Pricing Date will be that day's Specified Price per troy ounce of Platinum on the NYMEX of the Futures Contract for the Delivery Date, stated in U.S. Dollars, as made public by the NYMEX on that Pricing Date.
• (4) "PLATINUM-TOCOM" means that the price for a Pricing Date will be that day's Specified Price per gram of fine Platinum on the TOCOM of the Futures Contract for the Delivery Date, stated in Japanese Yen, as made public by the TOCOM on that Pricing Date.

(I) Silver

"SILVER-FIX" means that the price for a Pricing Date will be that day's Silver fixing price per troy ounce of Silver for delivery in London through a member of the LBMA authorized to effect such delivery, stated in U.S. cents, as calculated by the London Silver Market and displayed on Reuters Screen page "SIFO" that displays prices effective on that Pricing Date.

• (J) Tin
• (1) "TIN-LME CASH" means that the price for a Pricing Date will be that day's Specified Price per tonne of Tin on the LME for the Delivery Date, stated in U.S. Dollars, as determined by the LME and displayed on Reuters Screen page "MTLE" that displays prices effective on that Pricing Date.
• (2) "TIN-LME 3 MONTH" means that the price for a Pricing Date will be that day's Specified Price per tonne of Tin on the LME for the Delivery Date, stated in U.S. Dollars, as determined by the LME and displayed on Reuters Screen page "MTLE" that displays prices effective on that Pricing Date.

• (3) "TIN-LME 15 MONTH" means that the price for a Pricing Date will be that day's Specified Price per tonne of Tin on the LME for the Delivery Date, stated in U.S. Dollars, as determined by the LME and displayed on Reuters Screen page "MTLE" that displays prices effective on that Pricing Date.

• (K) Zinc

• (1) "ZINC-LME CASH" means that the price for a Pricing Date will be that day's Specified Price per tonne of Special High Grade Zinc on the LME for the applicable Delivery Date, stated in U.S. Dollars, as determined by the LME and displayed on Reuters Screen page "MTLE" that displays prices effective on that Pricing Date.
• (2) "ZINC-LME 3 MONTH" means that the price for a Pricing Date will be that day's Specified Price per tonne of Special High Grade Zinc on the LME for the applicable Delivery Date, stated in U.S. Dollars, as determined by the LME and displayed on Reuters Screen page "MTLE" that displays prices effective on that Pricing Date.
• (3) "ZINC-LME 15 MONTH" means that the price for a Pricing Date will be that day's Specified Price per tonne of Special High Grade Zinc on the LME for the applicable Delivery Date, stated in U.S. Dollars, as determined by the LME and displayed on Reuters Screen page "MTLE" that displays prices effective on that Pricing Date.
• (4) "ZINC-LME 27 MONTH" means that the price for a Pricing Date will be that day's Specified Price per tonne of Special High Grade Zinc on the LME for the applicable Delivery Date, stated in U.S. Dollars, as determined by the LME and displayed on Reuters Screen page "MTLE" that displays prices effective on that Pricing Date.

Composite Commodity Indices

(L) S&P GSCI

• (1) "S&P GSCI™ Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSCITR" that displays prices effective on that Pricing Date.
• (2) "S&P GSCI™ Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSCIP" that displays prices effective on that Pricing Date.
• (3) "S&P GSCI™ Energy Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Energy Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and

displayed on Reuters Screen page ".SPGSENTR" that displays prices effective on that Pricing Date.

• (4) "S&P GSCI™ Energy Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Energy Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSENP" that displays prices effective on that Pricing Date.
• (5) "S&P GSCI™ Petroleum Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Petroleum Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSPTTR" that displays prices effective on that Pricing Date.
• (6) "S&P GSCI™ Petroleum Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Petroleum Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSPTP" that displays prices effective on that Pricing Date.
• (7) "S&P GSCI™ Non-Energy Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Non-Energy Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSNETR" that displays prices effective on that Pricing Date.
• (8) "S&P GSCI™ Non-Energy Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Non-Energy Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSNEP" that displays prices effective on that Pricing Date.
• (9) "S&P GSCI™ Reduced Energy Index (CPW 2) Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Reduced Energy Index (CPW 2) Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSRETR" that displays prices effective on that Pricing Date.
• (10) "S&P GSCI™ Reduced Energy Index (CPW 2) Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Reduced Energy Index (CPW 2) Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed

on Reuters Screen page ".SPGSREP" that displays prices effective on that Pricing Date.

• (11) "S&P GSCI™ Light Energy Index (CPW 4) Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Light Energy Index (CPW 4) Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSLETR" that displays prices effective on that Pricing Date.
• (12) "S&P GSCI™ Light Energy Index (CPW 4) Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Light Energy Index (CPW 4) Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSLEP" that displays prices effective on that Pricing Date.
• (13) "S&P GSCI™ Ultra-Light Energy Index (CPW 8) Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Ultra-Light Energy Index (CPW 8) Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSUETR" that displays prices effective on that Pricing Date.
• (14) "S&P GSCI™ Ultra-Light Energy Index (CPW 8) Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Ultra-Light Energy Index (CPW 8) Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSUEP" that displays prices effective on that Pricing Date.
• (15) "S&P GSCI™ Energy and Metals Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Energy and Metals Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSEMTR" that displays prices effective on that Pricing Date.

• (16) "S&P GSCI™ Energy and Metals Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Energy and Metals Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSEMP" that displays prices effective on that Pricing Date.

• (17) "S&P GSCI™ Industrial Metals Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Industrial Metals Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSINTR" that displays prices effective on that Pricing Date.

• (18) "S&P GSCI™ Industrial Metals Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Industrial Metals Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSINP" that displays prices effective on that Pricing Date.
• (19) "S&P GSCI™ Precious Metals Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Precious Metals Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSPMTR" that displays prices effective on that Pricing Date.
• (20) "S&P GSCI™ Precious Metals Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Precious Metals Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSPMP" that displays prices effective on that Pricing Date.
• (21) "S&P GSCI™ Agriculture Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Agriculture Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSAGTR" that displays prices effective on that Pricing Date.
• (22) "S&P GSCI™ Agriculture Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Agriculture Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSAGP" that displays prices effective on that Pricing Date.
• (23) "S&P GSCI™ Livestock Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Livestock Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSLVTR" that displays prices effective on that Pricing Date.
• (24) "S&P GSCI™ Livestock Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for

the S&P GSCI™ Livestock Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSLVP" that displays prices effective on that Pricing Date.

• (25) "S&P GSCI™ Non-Livestock Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Non-Livestock Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSNLTR" that displays prices effective on that Pricing Date.
• (26) "S&P GSCI™ Non-Livestock Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Non-Livestock Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSNLP" that displays prices effective on that Pricing Date.
• (27) "S&P GSCI™ Agriculture and Livestock Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Agriculture and Livestock Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSALTR" that displays prices effective on that Pricing Date.
• (28) "S&P GSCI™ Agriculture and Livestock Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Agriculture and Livestock Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSALP" that displays prices effective on that Pricing Date.
• (29) "S&P GSCI™ Non-Precious Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Non-Precious Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSXPTR" that displays prices effective on that Pricing Date.
• (30) "S&P GSCI™ Non-Precious Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Non-Precious Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSXPP" that displays prices effective on that Pricing Date.
• (31) "S&P GSCI™ Grains Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Grains Index Total Return Index, stated in U.S.

Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSGRTR" that displays prices effective on that Pricing Date.

• (32) "S&P GSCI™ Grains Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Grains Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSGRP" that displays prices effective on that Pricing Date.
• (33) "S&P GSCI™ Crude Oil Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Crude Oil Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSCLTR" that displays prices effective on that Pricing Date.
• (34) "S&P GSCI™ Crude Oil Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Crude Oil Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSCLP" that displays prices effective on that Pricing Date.
• (35) "S&P GSCI™ Brent Crude Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Brent Crude Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSBRTR" that displays prices effective on that Pricing Date.
• (36) "S&P GSCI™ Brent Crude Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Brent Crude Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSBRP" that displays prices effective on that Pricing Date.
• (37) "S&P GSCI™ Heating Oil Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Heating Oil Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSHOTR" that displays prices effective on that Pricing Date.

• (38) "S&P GSCI™ Heating Oil Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Heating Oil Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSHOP" that displays prices effective on that Pricing Date.

• (39) "S&P GSCI™ Unleaded Gasoline Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Unleaded Gasoline Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSHUTR" that displays prices effective on that Pricing Date.

• (40) "S&P GSCI™ Unleaded Gasoline Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Unleaded Gasoline Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSHUP" that displays prices effective on that Pricing Date.
• (41) "S&P GSCI™ GasOil Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ GasOil Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSGOTR" that displays prices effective on that Pricing Date.
• (42) "S&P GSCI™ GasOil Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ GasOil Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSGOP" that displays prices effective on that Pricing Date.
• (43) "S&P GSCI™ Natural Gas Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Natural Gas Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSNGTR" that displays prices effective on that Pricing Date.
• (44) "S&P GSCI™ Natural Gas Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Natural Gas Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSNGP" that displays prices effective on that Pricing Date.

• (45) "S&P GSCI™ Live Cattle Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Live Cattle Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSLCTR" that displays prices effective on that Pricing Date.

• (46) "S&P GSCI™ Live Cattle Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Live Cattle Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSLCP" that displays prices effective on that Pricing Date.

• (47) "S&P GSCI™ Lean Hogs Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Lean Hogs Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSLHTR" that displays prices effective on that Pricing Date.
• (48) "S&P GSCI™ Lean Hogs Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Lean Hogs Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSLHP" that displays prices effective on that Pricing Date.
• (49) "S&P GSCI™ Feeder Cattle Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Feeder Cattle Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSFCTR" that displays prices effective on that Pricing Date.
• (50) "S&P GSCI™ Feeder Cattle Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Feeder Cattle Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSFCP" that displays prices effective on that Pricing Date.
• (51) "S&P GSCI™ Wheat Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Wheat Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSWHTR" that displays prices effective on that Pricing Date.
• (52) "S&P GSCI™ Wheat Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Wheat Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSWHP" that displays prices effective on that Pricing Date.
• (53) "S&P GSCI™ Kansas Wheat Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Kansas Wheat Index Total Return Index,

stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSKWTR" that displays prices effective on that Pricing Date.

• (54) "S&P GSCI™ Kansas Wheat Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Kansas Wheat Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSKWP" that displays prices effective on that Pricing Date.
• (55) "S&P GSCI™ Corn Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Corn Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSCNTR" that displays prices effective on that Pricing Date.
• (56) "S&P GSCI™ Corn Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Corn Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSCNP" that displays prices effective on that Pricing Date.
• (57) "S&P GSCI™ Soybeans Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Soybeans Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSSOTR" that displays prices effective on that Pricing Date.
• (58) "S&P GSCI™ Soybeans Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Soybeans Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSSOP" that displays prices effective on that Pricing Date.
• (59) "S&P GSCI™ Sugar Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Sugar Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSSBTR" that displays prices effective on that Pricing Date.
• (60) "S&P GSCI™ Sugar Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Sugar Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and

displayed on Reuters Screen page ".SPGSSBP" that displays prices effective on that Pricing Date.

• (61) "S&P GSCI™ Coffee Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Coffee Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSKCTR" that displays prices effective on that Pricing Date.
• (62) "S&P GSCI™ Coffee Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Coffee Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSKCP" that displays prices effective on that Pricing Date.
• (63) "S&P GSCI™ Cocoa Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Cocoa Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSCCTR" that displays prices effective on that Pricing Date.
• (64) "S&P GSCI™ Cocoa Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Cocoa Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSCCP" that displays prices effective on that Pricing Date.
• (65) "S&P GSCI™ Cotton Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Cotton Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSCTTR" that displays prices effective on that Pricing Date.
• (66) "S&P GSCI™ Cotton Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Cotton Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSCTP" that displays prices effective on that Pricing Date.

• (67) "S&P GSCI™ Silver Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Silver Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSSITR" that displays prices effective on that Pricing Date.

• (68) "S&P GSCI™ Silver Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Silver Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSSIP" that displays prices effective on that Pricing Date.

• (69) "S&P GSCI™ Gold Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Gold Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSGCTR" that displays prices effective on that Pricing Date.
• (70) "S&P GSCI™ Gold Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Gold Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSGCP" that displays prices effective on that Pricing Date.
• (71) "S&P GSCI™ Aluminum Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Aluminum Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSIATR" that displays prices effective on that Pricing Date.
• (72) "S&P GSCI™ Aluminum Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Aluminum Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSIAP" that displays prices effective on that Pricing Date.
• (73) "S&P GSCI™ Zinc Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Zinc Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSIZTR" that displays prices effective on that Pricing Date.
• (74) "S&P GSCI™ Zinc Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Zinc Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSIZP" that displays prices effective on that Pricing Date.
• (75) "S&P GSCI™ Nickel Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Nickel Index Total Return Index, stated in U.S. Dollars,

published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSIKTR" that displays prices effective on that Pricing Date.

• (76) "S&P GSCI™ Nickel Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Nickel Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSIKP" that displays prices effective on that Pricing Date.
• (77) "S&P GSCI™ Copper Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Copper Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSICTR" that displays prices effective on that Pricing Date.
• (78) "S&P GSCI™ Copper Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Copper Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSICP" that displays prices effective on that Pricing Date.
• (79) "S&P GSCI™ Lead Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Lead Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSILTR" that displays prices effective on that Pricing Date.
• (80) "S&P GSCI™ Lead Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Lead Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSILP" that displays prices effective on that Pricing Date.
• (81) "S&P GSCI™ Platinum Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Platinum Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSPLTR" that displays prices effective on that Pricing Date.

• (82) "S&P GSCI™ Platinum Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Platinum Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSPLP" that displays prices effective on that Pricing Date.

• (83) "S&P GSCI™ Soybean Oil Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Soybean Oil Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSBOTR" that displays prices effective on that Pricing Date.

• (84) "S&P GSCI™ Soybean Oil Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Soybean Oil Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSBOP" that displays prices effective on that Pricing Date.
• (85) "S&P GSCI™ Palladium Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Palladium Index Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSPATR" that displays prices effective on that Pricing Date.
• (86) "S&P GSCI™ Palladium Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ Palladium Index Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SPGSPAP" that displays prices effective on that Pricing Date.
• (87) "S&P GSCI™ 1 Month Forward Total Return Index "means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ 1 Month Forward Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SG1MCITR" that displays prices effective on that Pricing Date.
• (88) "S&P GSCI™ 1 Month Forward Excess Return Index "means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ 1 Month Forward Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SG1MCIP " that displays prices effective on that Pricing Date.
• (89) "S&P GSCI™ 2 Month Forward Total Return Index" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ 2 Month Forward Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SG2MCITR" that displays prices effective on that Pricing Date.
• (90) "S&P GSCI™ 2 Month Forward Excess Return Index" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ 2 Month Forward Excess Return

Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SG2MCIP " that displays prices effective on that Pricing Date.

• (91) "S&P GSCI™ 3 Month Forward Total Return Index" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ 3 Month Forward Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SG3MCITR" that displays prices effective on that Pricing Date.
• (92) "S&P GSCI™ 3 Month Forward Excess Return Index" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ 3 Month Forward Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SG3MCIP " that displays prices effective on that Pricing Date.
• (93) "S&P GSCI™ 4 Month Forward Total Return Index" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ 4 Month Forward Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SG4MCITR" that displays prices effective on that Pricing Date.
• (94) "S&P GSCI™ 4 Month Forward Excess Return Index" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ 4 Month Forward Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SG4MCIP " that displays prices effective on that Pricing Date.
• (95) "S&P GSCI™ 5 Month Forward Total Return Index" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ 5 Month Forward Total Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SG5MCITR" that displays prices effective on that Pricing Date.
• (96) "S&P GSCI™ 5 Month Forward Excess Return Index" means that the price for a Pricing Date will be that day's Specified Price for the S&P GSCI™ 5 Month Forward Excess Return Index, stated in U.S. Dollars, published by Standard & Poor's or its successor, and displayed on Reuters Screen page ".SG5MCIP " that displays prices effective on that Pricing Date.

(M) DJ-UBS Commodity Indices

(1) "DJUBS ComTSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Commodity Index Total ReturnSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSTR" that displays prices effective on that Pricing Date.

• (2) "DJUBS ComSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Commodity Index Excess ReturnSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBS" that displays prices effective on that Pricing Date.
• (3) "DJUBSCI-F1TSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Commodity Index Total Return 1 Month ForwardSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSF1T" that displays prices effective on that Pricing Date.
• (4) "DJUBSCI-F1SM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Commodity Index Excess Return 1 Month ForwardSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSF1" that displays prices effective on that Pricing Date.
• (5) "DJUBSCI-F2TSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Commodity Index Total Return 2 Month ForwardSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSF2T" that displays prices effective on that Pricing Date.
• (6) "DJUBSCI-F2SM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Commodity Index Excess Return 2 Month ForwardSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSF2" that displays prices effective on that Pricing Date.

• (7) "DJUBSCI-F3TSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Commodity Index Total Return 3 Month ForwardSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSF3T" that displays prices effective on that Pricing Date.

• (8) "DJUBSCI-F3SM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Commodity Index Excess Return 3 Month ForwardSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSF3" that displays prices effective on that Pricing Date.

• (9) "DJUBS EneTSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Energy Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSENTR" that displays prices effective on that Pricing Date.
• (10) "DJUBS EneSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Energy Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSEN" that displays prices effective on that Pricing Date.
• (11) "DJUBS PetTSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Petroleum Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSPETR" that displays prices effective on that Pricing Date.
• (12) "DJUBS PetSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Petroleum Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSPE" that displays prices effective on that Pricing Date.
• (13) "DJUBS LvstckTSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Livestock Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSLITR" that displays prices effective on that Pricing Date.

• (14) "DJUBS LvstckSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Livestock Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSLI" that displays prices effective on that Pricing Date.

• (15) "DJUBS GrainsTSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Grains Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSGRTR" that displays prices effective on that Pricing Date.

• (16) "DJUBS GrainsSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Grains Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSGR" that displays prices effective on that Pricing Date.
• (17) "DJUBS IndMtlTSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Industrial Metals Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSINTR" that displays prices effective on that Pricing Date.
• (18) "DJUBS IndMtlSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Industrial Metals Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSIN" that displays prices effective on that Pricing Date.
• (19) "DJUBS PrcMtlTSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Precious Metals Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSPRTR" that displays prices effective on that Pricing Date.
• (20) "DJUBS PrcMtlSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Precious Metals Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSPR" that displays prices effective on that Pricing Date.

• (21) "DJUBS SftsTSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Softs Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSSOTR" that displays prices effective on that Pricing Date.

• (22) "DJUBS SoftsTSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Softs Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSSO" that displays prices effective on that Pricing Date.

• (23) "DJUBS ExEngy TRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS ExEnergy Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSXETR" that displays prices effective on that Pricing Date.
• (24) "DJUBS ExEngySM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS ExEnergy Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSXE" that displays prices effective on that Pricing Date.
• (25) "DJUBS Agri TRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Agriculture Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSAGTR" that displays prices effective on that Pricing Date.
• (26) "DJUBS AgriSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Agriculture Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSAG" that displays prices effective on that Pricing Date.
• (27) "DJUBS50/50 EnAgTSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS 50/50 Energy & Agriculture Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSEATR" that displays prices effective on that Pricing Date.
• (28) "DJUBS50/50 EnAgSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS 50/50 Energy & Agriculture Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters

Screen page "DJUBSEA" that displays prices effective on that Pricing Date.

• (29) "DJUBS AluminTRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Aluminum Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSALTR" that displays prices effective on that Pricing Date.
• (30) "DJUBS AluminumSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Aluminum Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSAL" that displays prices effective on that Pricing Date.
• (31) "DJUBS SoybenOlTRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Soybean Oil Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSBOTR" that displays prices effective on that Pricing Date.
• (32) "DJUBS SoybeanOilSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Soybean Oil Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSBO" that displays prices effective on that Pricing Date.
• (33) "DJUBS CornTRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Corn Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSCNTR" that displays prices effective on that Pricing Date.
• (34) "DJUBS CornSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Corn Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSCN" that displays prices effective on that Pricing Date.
• (35) "DJUBS CoffeeTRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS

Coffee Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSKCTR" that displays prices effective on that Pricing Date.

• (36) "DJUBS CoffeeSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Coffee Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSKC" that displays prices effective on that Pricing Date.
• (37) "DJUBS CrudeOilTRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Crude Oil Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSCLTR" that displays prices effective on that Pricing Date.
• (38) "DJUBS CrudeOilSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Crude Oil Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSCL" that displays prices effective on that Pricing Date.
• (39) "DJUBS CottonTRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Cotton Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSCTTR" that displays prices effective on that Pricing Date.
• (40) "DJUBS CottonSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Cotton Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSCT" that displays prices effective on that Pricing Date.

• (41) "DJUBS GoldTRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Gold Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSGCTR" that displays prices effective on that Pricing Date.

• (42) "DJUBS GoldSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Gold Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSGC" that displays prices effective on that Pricing Date.

• (43) "DJUBS CopperTRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Copper Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSHGTR" that displays prices effective on that Pricing Date.
• (44) "DJUBS CopperSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Copper Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSHG" that displays prices effective on that Pricing Date.
• (45) "DJUBS HeatOilTRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Heating Oil Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSHOTR" that displays prices effective on that Pricing Date.
• (46) "DJUBS HeatOilSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Heating Oil Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSHO" that displays prices effective on that Pricing Date.
• (47) "DJUBS UnledGasTRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Unleaded Gas Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSRBTR" that displays prices effective on that Pricing Date.
• (48) "DJUBS UnleadGasSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Unleaded Gas Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters

Screen page "DJUBSRB" that displays prices effective on that Pricing Date.

• (49) "DJUBS LiveCattleTRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Live Cattle Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSLCTR" that displays prices effective on that Pricing Date.
• (50) "DJUBS LiveCattleSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Live Cattle Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSLC" that displays prices effective on that Pricing Date.
• (51) "DJUBS LeanHogsTRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Lean Hogs Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSLHTR" that displays prices effective on that Pricing Date.
• (52) "DJUBS LeanHogsSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Lean Hogs Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSLH" that displays prices effective on that Pricing Date.
• (53) "DJUBS NatrlGasTRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Natural Gas Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSNGTR" that displays prices effective on that Pricing Date.
• (54) "DJUBS NaturalGasSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Natural Gas Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSNG" that displays prices effective on that Pricing Date.
• (55) "DJUBS NickelTRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Nickel Total Return Sub-IndexSM, stated in U.S. Dollars,

published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSNITR" that displays prices effective on that Pricing Date.

• (56) "DJUBS NickelSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Nickel Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSNI" that displays prices effective on that Pricing Date.
• (57) "DJUBS SoybeansTRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Soybean Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSSYTR" that displays prices effective on that Pricing Date.
• (58) "DJUBS SoybeansSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Soybean Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSSY" that displays prices effective on that Pricing Date.
• (59) "DJUBS SugarTRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Sugar Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSSBTR" that displays prices effective on that Pricing Date.
• (60) "DJUBS SugarSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Sugar Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSSB" that displays prices effective on that Pricing Date.

• (61) "DJUBS SilverTRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Silver Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSSITR" that displays prices effective on that Pricing Date.

• (62) "DJUBS SilverSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Silver Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSSI" that displays prices effective on that Pricing Date.

• (63) "DJUBS WheatTRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Wheat Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSWHTR" that displays prices effective on that Pricing Date.
• (64) "DJUBS WheatSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Wheat Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSWH" that displays prices effective on that Pricing Date.
• (65) "DJUBS ZincTRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Zinc Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSZSTR" that displays prices effective on that Pricing Date.
• (66) "DJUBS ZincSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Zinc Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSZS" that displays prices effective on that Pricing Date.
• (67) "DJUBS CocoaTRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Cocoa Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSCCTR" that displays prices effective on that Pricing Date.

• (68) "DJUBS CocoaSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Cocoa Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSCC" that displays prices effective on that Pricing Date.

• (69) "DJUBS PlatinumTRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Platinum Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSPLTR" that displays prices effective on that Pricing Date.

• (70) "DJUBS PlatinumSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Platinum Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSPL" that displays prices effective on that Pricing Date.
• (71) "DJUBS LeadTRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Lead Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSPBTR" that displays prices effective on that Pricing Date.
• (72) "DJUBS LeadSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Lead Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSPB" that displays prices effective on that Pricing Date.
• (73) "DJUBS TinTRSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Tin Total Return Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSSNTR" that displays prices effective on that Pricing Date.
• (74) "DJUBS TinSM" means that the price for a Pricing Date will be that day's Specified Price for The Dow Jones-UBS Tin Sub-IndexSM, stated in U.S. Dollars, published by Dow Jones & Company, Inc. or its successor, and UBS Securities LLC or its successor, and displayed on Reuters Screen page "DJUBSSN" that displays prices effective on that Pricing Date.

(N) Rogers International Commodity Indices

(1) "RICI®-Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the RICI® - Index Total Return, stated in U.S. Dollars, calculated by CQG, Inc. or its successor, and displayed on Reuters Screen page ".ROGRTR" that displays prices effective on that Pricing Date.

• (2) "RICI®-Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the RICI® - Index Excess Return, stated in U.S. Dollars, calculated by CQG, Inc. or its successor, and displayed on Reuters Screen page ".ROGRER" that displays prices effective on that Pricing Date.
• (3) "RICI®-Agriculture Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the RICI® - Agriculture Index Total Return, stated in U.S. Dollars, calculated by CQG, Inc. or its successor, and displayed on Reuters Screen page ".ROGRAGTR" that displays prices effective on that Pricing Date.
• (4) "RICI®-Agriculture Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the RICI® - Agriculture Index Excess Return, stated in U.S. Dollars, calculated by CQG, Inc. or its successor, and displayed on Reuters Screen page ".ROGRAGER" that displays prices effective on that Pricing Date.
• (5) "RICI®-Energy Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the RICI® - Energy Index Total Return, stated in U.S. Dollars, calculated by CQG, Inc. or its successor, and displayed on Reuters Screen page ".ROGRENTR" that displays prices effective on that Pricing Date.
• (6) "RICI®-Energy Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the RICI® - Energy Index Excess Return, stated in U.S. Dollars, calculated by CQG, Inc. or its successor, and displayed on Reuters Screen page ".ROGRENER" that displays prices effective on that Pricing Date.
• (7) "RICI®-Metals Index Total Return" means that the price for a Pricing Date will be that day's Specified Price for the RICI® - Metals Index Total Return, stated in U.S. Dollars, calculated by CQG, Inc. or its successor, and displayed on Reuters Screen page ".ROGRIMTR" that displays prices effective on that Pricing Date.
• (8) "RICI®-Metals Index Excess Return" means that the price for a Pricing Date will be that day's Specified Price for the RICI® - Metals Index Excess Return, stated in U.S. Dollars, calculated by CQG, Inc. or its successor, and displayed on Reuters Screen page ".ROGRIMER" that displays prices effective on that Pricing Date.

(O) Emissions

ECX

"EU CREDIT CFI-ICE FUTURES" means that the price for a Pricing date will be that day's Specified Price per metric tonne of EU Credit on ICE Futures of the Futures Contract for the Delivery Date, stated in Euros, as made public by ICE Futures on that Pricing Date.

"EU ALLOWANCE-ECX CFI-ICE FUTURES" means that the price for a Pricing Date will be that day's Specified Price per metric tonne of EU Allowance on ICE Futures of the Futures Contract for the Delivery Date, stated in Euros, as made public by ICE Futures on that Pricing Date.

BLUENEXT

"BLUENEXT EUA SPOT" means that the price for a Pricing Date will be that day's closing price on BlueNext exchange of the BlueNext EUA Spot Contract 2008-2012, stated in Euros per metric tonne of EU Allowances, as made public by the BlueNext Exchange on that Pricing Date.

"BLUENEXT CER SPOT" means that the price for a Pricing Date will be that day's closing price on the BlueNext exchange of the BlueNext Spot CER 2008-2012 Contract, stated in Euros per metric tonne of EU Credit, as made public by the BlueNext Exchange on that Pricing Date.

Section 1: Definitions Relating To Commodity Reference Prices

(a) Price Sources

"Argus/McCloskey's" and "Argus/McCloskey's Coal Price Index Report" each means the Argus/McCloskey's Coal Price Index Report, or any successor publication, published by Argus Media Limited or its successor and The McCloskey Group Limited.

"Platts European" means Platts European Marketscan, or any successor publication, published by The McGraw-Hill Companies Inc. or its successor.

"Reuters" means Reuters or its successor.

"Reuters Screen" means, when used in connection with any designated page and Commodity Reference Price, the display page so designated on Reuters (or such other page as may replace that page on that service for the purpose of displaying rates or prices comparable to that Commodity Reference Price).

(b) Exchanges and Principal Trading Markets

"Bursa Malaysia" means the Bursa Malaysia Derivatives Bhd or its successor.

"CBOT" means the Chicago Board of Trade or its successor.

"CME" means the Chicago Mercantile Exchange or its successor.

"EEX" means the European Energy Exchange AG, or its successor, which reports market prices on its website at http://www.eex.de or its successor.

"IPE" means The International Petroleum Exchange of London Ltd., a wholly owned subsidiary of Intercontinental Exchange™, or its successor.

"KCBOT" means the Kansas City Board of Trade or its successor.

"LBMA" means The London Bullion Market Association or its successor.

"LME" means The London Metal Exchange Limited or its successor.

"London Gold Market" means the market in London on which members of the LBMA, amongst other things, quote prices for the buying and selling of Gold.

"London Silver Market" means the market in London on which members of the LBMA, amongst other things, quote prices for the buying and selling of Silver.

"LPPM" means The London Platinum and Palladium Market in London on which members quote prices for the buying and selling of Platinum and Palladium.

"NYBOT" means the New York Board of Trade or its successor.

"NYMEX" means the NYMEX Division, or its successor, of the New York Mercantile Exchange, Inc. or its successor.

"SFE" means the Sydney Futures Exchange Limited (ACN 000 943 377) or its successor.

"TGE" means the Tokyo Grain Exchange or its Successor.

"TOCOM" means The Tokyo Commodity Exchange or its successor.

"WCE" means the Winnipeg Commodity Exchange Inc. or its successor.

(c) General

"MMBTU", "MMBtu" and "mmbtu" each means one million British thermal units.

"MWH", "MWh" and "mwh" each means megawatt hour.

EQUITY LINKED ANNEX

TABLE OF CONTENTS

PART A – DESCRIPTION AND RISK FACTORS

• 1. Brief description of Equity Linked Securities
• 1. Risk Factors relating to Equity Linked Securities

PART B – ADDITIONAL TERMS AND CONDITIONS FOR EQUITY LINKED SECURITIES

• 1. Index Modification, Cancellation, Disruption or Adjustment Event
• 1. Share Adjustments or Disruptions
• 1. Adjustments
• 1. FX Disruption Event
• 1. Notice of Adjustments
• 1. Additional Disruption Events

PART C – DEFINITIONS APPLICABLE TO EQUITY LINKED SECURITIES

1. Definitions Relating To Equity Linked Securities

PART A – DESCRIPTION AND RISK FACTORS

1. BRIEF DESCRIPTION OF EQUITY LINKED SECURITIES

Equity Linked Securities are Securities where the payments of interest on any Notes or other amounts payable or deliverable in respect of any Warrants, as indicated in the applicable Final Terms, will be calculated by reference to and/or be contingent upon the performance of a share, fund, unit, depositary receipt, interest, equity interest or other equity unit, an equity index or a basket of shares, equity interests, equity units or equity indices over a period of time or on certain dates.

2. RISK FACTORS RELATING TO EQUITY LINKED SECURITIES

Equity Linked Securities have a different risk profile to ordinary unsecured debt securities. The return on an Equity Linked Security is linked to the performance of a Share or an Index or a Basket of Shares or a Basket of Indices underlying that Equity Linked Security. Investing in an Equity Linked Security is not equivalent to investing directly in any underlying Share or the components of any underlying Index.

This section describes additional factors to which prospective investors should have regard when considering an investment in Equity Linked Securities. Prospective investors are also referred to the factors set out in the section headed "Risk Factors" of the Base Prospectus.

2.1. Certain Considerations Associated with Share Linked Securities

In the case of Share Linked Securities, no issuer of, or other legal arrangement giving rise to, such Shares will have participated in the preparation of the applicable Final Terms or in establishing the terms of the relevant Securities and none of the Issuer, the Warrant Guarantor (if applicable) or the Dealer will make any investigation or enquiry in connection with such offering with respect to any information concerning any such issuer of, or such other legal arrangement giving rise to, Shares contained in the applicable Final Terms or in the documents from which such information was extracted. Consequently, there can be no assurance that all events occurring prior to the relevant issue date (including events that would affect the accuracy or completeness of the publicly available information described in the applicable Final Terms) that would affect the trading price of the relevant Share(s) will have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning such an issuer of, other legal arrangement giving rise to, Shares could affect the trading price of the Share and therefore the trading price of the Equity Linked Securities.

Due to the character of the particular markets on which most equity securities or debt instruments are traded, the absence of last sale information and the limited availability of quotations for such equity securities may make it difficult for many investors to obtain timely, accurate data for the price or yield of such equity securities or debt instrument.

Securityholders will not have any voting rights or rights to receive dividends or distributions or any other rights with respect to the relevant Shares to which such Securities relate.

Fluctuations in the value of the relevant Index or basket of underlying Indices (including the prices of any Component included in such Index or Basket of Indices) will affect the value of the related Equity Linked Securities.

2.2. Certain Considerations Associated with Securities relating to a Share or Shares issued or created by a Share Company that is a fund, pooled investment vehicle, collective investment scheme, partnership, trust or other similar legal arrangement ("ETF")

Where the Securities are linked to an ETF or a basket of ETFs and the investment objective of such ETF(s) is to track the performance of an index, the investors of such Securities are exposed to the performance of such ETF(s) rather than the underlying share or indices such ETF(s) tracks. The investors will bear the risk that such ETFs may not reflect the actual return such investors would obtain if they actually owned the shares or the indices underlying such ETFs. Accordingly, investors who purchase Equity Linked Securities that are linked to ETF(s) may receive a lower payment upon redemption or exercise or cancellation of such Securities than such investors would have received if they had invested in the shares or the indices underlying such ETF(s) directly.

No assurance can be given that such managers will succeed in meeting the investment objectives of the ETF, that any analytical model used thereby will prove to be correct or that any assessments of the short-term or long-term prospects, volatility and correlation of the types of investments in which such ETF has or may invest will prove accurate.

2.3. Certain Considerations Associated with Securities relating to American Depositary Receipts ("ADR") and Global Depositary Receipts ("GDR") (or Basket of ADRs and/or GDRs)

Investors who purchase Equity Linked Securities that are linked to ADRs or GDRs may receive a settlement amount that does not reflect the actual return such investors would obtain if they actually owned the shares underlying such ADRs or GDRs. Accordingly, investors who purchase Securities that are linked to ADRs or GDRs may receive a lower payment upon redemption, exercise or cancellation of such Securities than such investors would have received if they had invested in the shares underlying such ADRs or GDRs directly.

The issuer of the shares underlying the ADRs or GDRs may make distributions in respect of their shares that are not passed on to the owners of ADRs or GDRs, which can affect the value of the Equity Linked Securities linked to such ADRs and GDRs.

PART B – ADDITIONAL TERMS AND CONDITIONS FOR EQUITY LINKED SECURITIES

The terms and conditions applicable to Equity Linked Securities shall comprise the Conditions and the additional terms and conditions set out below (the "Equity Linked Conditions"), in each case subject to completion and/or amendment in the applicable Final Terms. In the event of any inconsistency between the Conditions and the Equity Linked Conditions set out below, the Equity Linked Conditions shall prevail. In the event of any inconsistency between (i) the Conditions and/or the Equity Linked Conditions and (ii) the applicable Final Terms, the applicable Final Terms shall prevail. This Equity Linked Annex is Relevant Annex for the purposes of the Conditions and any Securities specified to be Equity Linked Securities in the applicable Final Terms. Capitalised terms used herein but not otherwise defined shall have the meanings given to them in the Conditions or the applicable Final Terms.

1. INDEX MODIFICATION, CANCELLATION, DISRUPTION OR ADJUSTMENT EVENT

The following provisions will apply to all Index Linked Securities.

1.1. Index Adjustment Events

• If:
• (a) on or prior to any date on which the level of an Index is to be calculated, including without limitation any Averaging Date or Valuation Date (a "Determination Date"), in respect of Index Linked Securities, the relevant Index Sponsor announces that it will make a material change in the formula for or the method of calculating that Index or in any other way materially modifies that Index (other than a modification prescribed in that formula or method to maintain that Index in the event of changes in constituent stock and capitalisation and other routine events) (an "Index Modification") or permanently cancels the Index and no successor Index exists (an "Index Cancellation"); or
• (b) on any Determination Date in respect of Index Linked Securities the Index Sponsor fails to calculate and announce a relevant Index (an "Index Disruption" and together with an Index Modification and an Index Cancellation, an "Index Adjustment Event"),

then the Determination Agent shall on each relevant Determination Date determine if such Index Adjustment Event has a material effect on the relevant Securities and if so shall calculate the level of that Index by using, in lieu of a published level for the relevant Index, the level for that Index as at that Determination Date as determined by the Determination Agent in accordance with the formula for and method of calculating that Index last in effect prior to that Index Adjustment Event, but using only those securities that constituted the relevant Index immediately prior to that Index Adjustment Event (other than those securities that have since ceased to be listed on any relevant Exchange).

In the event that the Determination Agent determines that it can no longer continue to calculate such Index, the Determination Agent may, in its sole discretion, deem such Index Adjustment Event to constitute an Additional Disruption Event for the purposes of these provisions and shall adjust, redeem, cancel and/or take any other necessary action in accordance with these provisions and the applicable provisions of the Conditions as the case may be in respect of the Securities.

1.2. Successor Index Sponsor or Substitution of Index with substantially similar calculation

If an Index is (1) not calculated and announced by the Index Sponsor but is calculated and announced by a successor sponsor ("Successor Index Sponsor") acceptable to the Determination Agent or (2) replaced by a successor index ("Successor Index") using, in the determination of the Determination Agent, the same or a substantially similar formula for and method of calculation as used in the calculation of that Index, then (x) the index as calculated and announced by the Successor Index Sponsor or (y) the Successor Index, will be deemed to be the Index.

1.3. Correction of an Index

If the level of an Index published on any Determination Date and used or to be used by the Determination Agent to determine the relevant Index value is subsequently corrected and the correction is published by the Index Sponsor or a Successor Index Sponsor prior to the second Exchange Business Day preceding the Interest Payment Date, Warrant Exercise Date, Warrant Settlement Date or other relevant date, as the case may be, the Determination Agent shall recalculate the relevant Interest Amount, Warrant Exercise Price, Guaranteed Cash Settlement Amount (if applicable) or other relevant amount, as the case may be, using such corrected level of the relevant Index. The Determination Agent shall notify the Issuer and the Principal Note Agent or Principal Warrant Agent, as the case may be, shall notify the Securityholders of (1) that correction and (2) the amount, if any, that is payable or deliverable as a result of that correction.

1.4. Consequences of Disrupted Days following a Market Disruption Event affecting an Index or Basket of Indices

If, in the opinion of the Determination Agent, a Valuation Date is a Disrupted Day, then:

• (a) in the case of Index Linked Security referencing an Index, the Valuation Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the eight Scheduled Trading Days immediately following the original date that, but for the Disrupted Days, would have been the Valuation Date (the "Scheduled Valuation Date") is a Disrupted Day. In that case (1) the eighth Scheduled Trading Day shall be deemed to be the Valuation Date, notwithstanding the fact that such day is a Disrupted Day, and (2) the Determination Agent shall determine the level of the Index (the "Index Level") in the manner set out in the applicable Final Terms or, if not set out or not practicable, shall determine the level of the Index as of the Valuation Time on the eighth Scheduled Trading Day in accordance with the formula for and method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day using the relevant Exchange traded or quoted price (the "Traded Price") as of the Valuation Time on that eighth Scheduled Trading Day of each security included in the Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant Share on that eighth Scheduled Trading Day, its determination made in a commercially reasonable manner of the Traded Price for the relevant Share as of the Valuation Time on that eighth Scheduled Trading Day); or
• (b) in the case of Index Linked Security referencing a Basket of Indices, the Valuation Date for each Index not affected by the occurrence of a Disrupted Day shall be the Scheduled Valuation Date, and the Valuation Date for each Index affected by the occurrence of a Disrupted Day (each an "Affected Index") shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day relating to the Affected Index, unless each of the eight Scheduled Trading Days immediately following the Scheduled Valuation Date

is a Disrupted Day relating to the Affected Index. In that case (1) that eighth Scheduled Trading Day shall be deemed to be the Valuation Date for the Affected Index, notwithstanding the fact that such day is a Disrupted Day, and (2) the Determination Agent shall determine the level of the Basket of Indices using, in relation to the Affected Index, the Index Level determined in the manner set out in the applicable Final Terms or, if not set out or if not practicable, using the Index Level as of the Valuation Time on the eighth Scheduled Trading Day determined in accordance with the formula for and method of calculating that Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on that eighth Scheduled Trading Day of each Component included in that Index (or if an event giving rise to a Disrupted Day has occurred in respect of the relevant Component on that eighth Scheduled Trading Day, its determination made in a commercially reasonable manner of the Traded Price for the relevant Component as of the Valuation Time on that eighth Scheduled Trading Day.

2. SHARE ADJUSTMENTS OR DISRUPTIONS

The following conditions will apply to all Share Linked Securities.

2.1. Potential Adjustment Events

The Issuer may at any time determine and declare that a Potential Adjustment Event has occurred. Following such declaration by the Issuer of any Potential Adjustment Event, the Determination Agent will determine whether such Potential Adjustment Event has a diluting or concentrative effect on the theoretical value of the relevant Shares and, if so, will (i) make the corresponding adjustment(s), relevant to the exercise, settlement, payment or other terms of the Securities as the Determination Agent determines appropriate to account for the diluting or concentrative effect of such Potential Adjustment Event (the "Adjustment(s)") and (ii) determine the effective date(s) of the Adjustment(s). The Determination Agent may (but need not) determine the appropriate Adjustment(s) by reference to the Adjustment(s) in respect of such Potential Adjustment Event made by an options exchange to options on the relevant Shares traded on that options exchange.

Any adjustment to the terms of the Securities following a Potential Adjustment Event shall take into account the economic cost of any taxes, duties, levies, fees or registration charges payable by or on behalf of the Issuer or any of its relevant Affiliates or a foreign investor charged on subscription, acquisition or receipt of any Shares or other securities received as a result of the Potential Adjustment Event, such calculations to be determined and carried out by the Determination Agent in good faith.

2.2. Merger Events

Following the occurrence of any Merger Event (as determined by the Determination Agent in its sole discretion), the Issuer shall, in its sole discretion, deem such Merger Event to constitute an Additional Disruption Event for the purposes of these provisions and shall adjust, redeem, cancel and/or take any other necessary action in accordance with these provisions and the applicable provisions of the Conditions, as the case may be, in respect of the Securities.

2.3. Nationalisation, Insolvency and Delisting

Following the occurrence of any Nationalisation, Insolvency or Delisting (as determined by the Determination Agent in its sole discretion), the Issuer shall, in its sole discretion, deem such Nationalisation, Insolvency or Delisting, as the case may be, to constitute an Additional Disruption Event for the purposes of these provisions and shall adjust, redeem, cancel and/or take any other necessary action in accordance with these provisions and the applicable provisions of the Conditions, as the case may be, in respect of the Securities.

2.4. Tender Offers

Following the occurrence of any Tender Offer (as determined by the Determination Agent in its absolute discretion), the Issuer shall, in its sole discretion, deem such Tender Offer to constitute an Additional Disruption Event for the purposes of these provisions and shall adjust, redeem, cancel and/or take any other necessary action in accordance with the applicable provisions of these provisions and the Conditions, as the case may be, in respect of the Securities.

2.5. Substitution of Shares

If "Substitution of Shares" is specified as applicable in the applicable Final Terms, if any Share shall be affected by a Merger Event, Tender Offer, Nationalisation, Insolvency or Delisting, as the case may be (the "Affected Shares"), then without prejudice to the rights that the Issuer has under the Securities (as described above), the Issuer or the Determination Agent on its behalf shall have the discretion to substitute the Affected Shares with substitute shares (the "Substitute Shares") as selected by the Determination Agent in its sole discretion for inclusion in the Basket of Shares as of the Announcement Date or the Tender Offer Date, as the case may be.

The Substitute Shares shall have such criteria as the Determination Agent deems appropriate including, but not limited to, the following:

• (a) the Substitute Shares shall be of same broad economic sector as the Share Company of the Affected Shares;
• (b) the issuer of the Substitute Share shall be of a similar international standing and creditworthiness as the Share Company of the Affected Shares; and
• (c) the Substitute Share shall not be a Share already in the Basket of Shares.

The Initial Price of the Substitute Shares shall be determined in accordance with the following:

Initial Price = Substitute Price x (Affected Share(k)/Affected Share(j))

where:

"Substitute Price" means the official closing price per Share of the relevant Substitute Shares as of the Valuation Time on the dates on which the Affected Share(j) is determined or if such date is not a Scheduled Trading Date on the relevant Exchange in respect of the Substitute Shares, the following Scheduled Trading Date of the Substitute Shares;

"Affected Share(k)" means the "Initial Price" of the relevant Affected Shares as specified in the applicable Final Terms; and

"Affected Share(j)" means the last closing price per Share of the Affected Shares on or prior to the Announcement Date or the Tender Offer Date (as the case may be).

The Determination Agent shall notify the Securityholders as soon as practicable after the selection of the Substitute Shares and the failure by the Determination Agent to give such notice shall not however prejudice or invalidate the Substitute Shares being included as of the time and date specified above.

2.6. Consequences of Disrupted Days following a Market Disruption Event affecting a Share or Basket of Shares

If, in the opinion of the Determination Agent, any Valuation Date is a Disrupted Day, then:

• (a) in the case of a Share Linked Security referencing a Share, the Valuation Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the eight Scheduled Trading Days immediately following the Scheduled Valuation Date is a Disrupted Day, in which case that eighth Scheduled Trading Day shall be deemed to be the Valuation Date notwithstanding the fact that it is a Disrupted Day, and the Determination Agent shall determine in a commercially reasonable manner the relevant Traded Price for such Share that would have prevailed on that eighth Scheduled Trading Day but for that Disrupted Day; and
• (b) in the case of a Share Linked Security referencing a Basket of Shares, the Valuation Date for each Share not affected by the occurrence of a Disrupted Day shall be the Scheduled Valuation Date, and the Valuation Date for each Share affected by the occurrence of a Disrupted Day (each an "Affected Share") shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day relating to the Affected Share, unless each of the eight Scheduled Trading Days immediately following the Scheduled Valuation Date is a Disrupted Day relating to the Affected Share. In that case (1) that that eighth Scheduled Trading Day shall be deemed to be the Valuation Date for the Affected Share notwithstanding the fact that such day is a Disrupted Day and (2) the Determination Agent shall determine the relevant Traded Price for such Share that would have prevailed on that eighth Scheduled Trading Day but for that Disrupted Day.

3. ADJUSTMENTS

If the Issuer requests that the Determination Agent determine whether an appropriate adjustment can be made in accordance with these provisions and the Conditions, as the case may be, the Issuer shall not be obliged to make any adjustment that it does not think is appropriate and none of the Determination Agent, the Issuer or any other party shall be liable for the Issuer making or failing to make any such adjustment.

In particular, notwithstanding that an adjustment is required to be made by the provisions set out in these Equity Linked Conditions in respect of any event affecting a Share Company or its Shares, or an Index or its Index Sponsor, the Issuer reserves the right not to make that adjustment if, at the time the adjustment is to be made pursuant thereto, an option on the relevant Share or Index is traded on any Futures or Options Exchange and no adjustment is made by that Futures or Options Exchange to the entitlement under that traded option in respect of that event.

4. FX DISRUPTION EVENT

4.1. If "FX Disruption Event" is specified as applying in the applicable Final Terms, upon the occurrence of an FX Disruption Event, the Issuer may in its sole and absolute discretion take any one or more of the actions described below:

• (a) make payment of the relevant settlement amount and/or any other amount payable by the Issuer pursuant to the Conditions in the Specified Currency instead of the Settlement Currency the amount payable in the Specified Currency being determined by the Determination Agent in its sole and absolute discretion; or
• (b) deduct an amount calculated by the Determination Agent in its sole and absolute discretion as representing the applicable charge or deduction arising in connection with the FX Disruption Event from the relevant settlement amount and/or any other amount payable by the Issuer pursuant to the Conditions; or
• (c) postpone the relevant Interest Payment Date, Warrant Settlement Date, Warrant Exercise Date or any other relevant date, as the case may be, and/or payment of any amount payable by the Issuer pursuant to the Conditions until in the determination of the Determination Agent an FX Disruption Event is no longer subsisting.

4.2. Upon the occurrence of an FX Disruption Event, the Issuer shall give notice as soon as practicable to the Securityholders in accordance with the Conditions stating the occurrence of the FX Disruption Event, giving details thereof and the action proposed to be taken in relation thereto.

5. NOTICE OF ADJUSTMENTS

All determinations made by the Determination Agent pursuant to these Equity Linked Conditions shall be conclusive and binding on the Securityholders, the Warrant Guarantor (if applicable), the Principal Note Agent or Principal Warrant Agent, as the case may be, and the Issuer, except in the case of manifest error. The Issuer will give, or procure that there is given, notice as soon as practicable of any adjustment and of the date from which such adjustment is effective by publication in accordance with the Conditions, provided that failure to give, or non-receipt of, such notice will not affect the validity or binding nature of such adjustment.

6. ADDITIONAL DISRUPTION EVENTS

Each of Increased Cost of Stock Borrow, Loss of Stock Borrow, Fund Disruption Event and Insolvency Filing shall constitute Additional Disruption Events with respect to a series of Equity Linked Securities if so specified in the relevant Final Terms.

PART C – DEFINITIONS APPLICABLE TO EQUITY LINKED SECURITIES

1. DEFINITIONS RELATING TO EQUITY LINKED SECURITIES

To the extent that the provisions of this Annex apply to Notes, references to: (i) "Securities" and "Securityholders" shall be construed as references to the relevant Notes and Noteholders; (ii) "Issuer" shall be construed as references to the Note Issuer; and (iii) "Determination Agent" shall be construed as references to the Note Determination Agent. To the extent that the provisions of this Annex apply to Warrants, references to: (i) "Securities" and "Securityholders" shall be construed as references to the relevant Warrants and Warrantholders; (ii) "Issuer" shall be construed as references to the Warrant Issuer; and (iii) "Determination Agent" shall be construed as references to the Warrant Determination Agent.

"Announcement Date" means (a) in respect of a Merger Event or Nationalisation or Delisting, the date of the first public announcement of a firm intention, in the case of a Merger Event, to merge or to make an offer and, in the case of a Nationalisation, to nationalise (whether or not amended or on the terms originally announced) and, in the case of a Delisting, the date of the first public announcement by the Exchange that the relevant shares will cease to be listed, traded or publicly quoted, that leads to the Merger Event or the Nationalisation or Delisting, as the case may be and (b) in respect of an Insolvency, the date of the first public announcement of the termination, dissolution or institution of a proceeding, presentation of a petition or passing of a resolution (or other analogous procedure in any jurisdiction) that leads to the Insolvency, in each case as determined by the Determination Agent.

"Averaging Date" means, in respect of a Valuation Date each date specified as an Averaging Date in the applicable Final Terms or, if any such date is not a Scheduled Trading Day, the immediately following Scheduled Trading Day unless, in the opinion of the Determination Agent, any such day is a Disrupted Day. If any such day is a Disrupted Day, then:

• (a) if "Omission" is specified as applying in the applicable Final Terms, then such date will be deemed not to be an Averaging Date for the purposes of determining the relevant level, price or amount provided that, if through the operation of this provision no Averaging Date would occur in respect of such Valuation Date, then the provisions of the definition of "Valuation Date" and these Equity Linked Conditions 1.4 or 2.6 (as applicable) will apply for purposes of determining the relevant level, price or amount on the final Averaging Date with respect to that Valuation Date as if such Averaging Date were a Valuation Date that was a Disrupted Day; or
• (b) if "Postponement" is specified as applying in the applicable Final Terms, then the provisions of the definition of "Valuation Date" and these Equity Linked Conditions 1.4 or 2.6 (as applicable) will apply for the purposes of determining the relevant level, price or amount on that Averaging Date as if such Averaging Date were a Valuation Date that was a Disrupted Day irrespective of whether, pursuant to such determination, that deferred Averaging Date would fall on a day that already is or is deemed to be an Averaging Date; or
• (c) if "Modified Postponement" is specified as applying in the applicable Final Terms then:
• (i) where the Securities reference a single Reference Asset, the Averaging Date shall be the first succeeding Valid Date (as defined below). If the first succeeding Valid Date has not occurred as of the Valuation Time on the eighth

Scheduled Trading Day immediately following the original date that, but for the occurrence of another Averaging Date or Disrupted Day, would have been the final Averaging Date in respect of such Valuation Date, then (A) that eighth Scheduled Trading Day shall be deemed to be the Averaging Date (irrespective of whether that eighth Scheduled Trading Day is already an Averaging Date), and (B) the Determination Agent shall determine the relevant level or price for that Averaging Date in accordance with sub-paragraph (a) of the definition of "Valuation Date" and these Equity Linked Conditions 1.4 or 2.6 (as applicable); and

(ii) where the Securities reference a basket or portfolio of Reference Assets, the Averaging Date for each Reference Asset not affected by the occurrence of a Disrupted Day shall be the originally designated Averaging Date (the "Scheduled Averaging Date") and the Averaging Date for a Reference Asset affected by the occurrence of a Disrupted Day shall be the first succeeding Valid Date in relation to such Reference Asset. If the first succeeding Valid Date in relation to such Reference Asset has not occurred as of the Valuation Time on the eighth Scheduled Trading Day immediately following the original date that, but for the occurrence of another Averaging Date or Disrupted Day, would have been the final Averaging Date in respect of such Valuation Date, then (A) that eighth Scheduled Trading Day shall be deemed the Averaging Date (irrespective of whether that eighth Scheduled Trading Day is already an Averaging Date) in respect of such Reference Asset, and (B) the Determination Agent shall determine the relevant level, price or amount for that Averaging Date in accordance with sub-paragraph (b) of the definition of "Valuation Date" and these Equity Linked Conditions 1.4 or 2.6 (as applicable),

for the purposes of this definition, "Valid Date" means a Scheduled Trading Day that is not a Disrupted Day and on which another Averaging Date in relation to the Valuation Date does not or is not deemed to occur.

"Basket of Indices" means, in relation to a Series of Securities, a basket composed of each Index specified in the applicable Final Terms in the relative proportions indicated in the applicable Final Terms.

"Basket of Shares" means, in relation to a Series of Securities, a basket composed of Shares of each Share Company specified in the applicable Final Terms in the relative proportions and numbers of Shares specified.

"Component" means, in relation to an Index, any Share which comprises such Index.

"Delisting" means in respect of any Shares, that the relevant Exchange announces that pursuant to the rules of such Exchange, the Shares cease (or will cease) to be listed, traded or publicly quoted on the Exchange for any reason (other than a Merger Event or Tender Offer) and are not immediately re-listed, re-traded or re-quoted on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member state of the European Union).

"Disrupted Day" means:

• (a) except with respect to a Multi-exchange Index, any Scheduled Trading Day on which a relevant Exchange or Related Exchange fails to open for trading during its regular trading session or on which a Market Disruption Event has occurred, and
• (b) with respect to any Multi-exchange Index, any Scheduled Trading Day on which (i) the Index Sponsor fails to publish the level of the Index; (ii) the Related Exchange fails to open for trading during its regular trading session; or (iii) a Market Disruption Event has occurred.

"Early Closure" means:

• (a) except with respect to a Multi-exchange Index, the closure on any Exchange Business Day of the relevant Exchange (or in the case of an Index Linked Security, any relevant Exchange(s) relating to Components that comprise 20 per cent. or more of the level of the relevant Index) or any Related Exchange(s) prior to its Scheduled Closing Time unless such earlier closing time is announced by such Exchange(s) or any Related Exchange(s) at least one hour prior to the earlier of (a) the actual closing time for the regular trading session on such Exchange(s) or Related Exchange(s) on such Exchange Business Day and (b) the submission deadline of orders to be entered into the Exchange or Related Exchange system for execution at the Valuation Time on such Exchange Business Day, and
• (b) with respect to any Multi-exchange Index, the closure on any Exchange Business Day of the Exchange in respect of any Component or the Related Exchange prior to its Scheduled Closing Time unless such earlier closing is announced by such Exchange or Related Exchange (as the case may be) at least one hour prior to the earlier of: (i) the actual closing time for the regular trading session on such Exchange or Related Exchange (as the case may be) on such Exchange Business Day and (ii) the submission deadline for orders to be entered into such Exchange or Related Exchange system for execution at the relevant Valuation Time on such Exchange Business Day.

"Equity Linked Security" means a Security that is a Share Linked Security or an Index Linked Security or a combination of both.

"Exchange" means:

• (a) (i) in respect of an Index relating to Index Linked Securities other than a Multi-exchange Index, each exchange or quotation system specified as such for such Index or Indices in the applicable Final Terms, any successor to such exchange or quotation system or any substitute exchange or quotation system to which trading in the Components underlying such Index or Indices has temporarily relocated provided that the Determination Agent has determined that there is comparable liquidity relative to the Components underlying such Index or Indices on such temporary substitute exchange or quotation system as on the original Exchange, and (ii) with respect to any Multi-exchange Index, and in respect of each Component, the principal stock exchange on which such Component is principally traded, as determined by the Determination Agent; and
• (b) in respect of a Share relating to Share Linked Securities, each Exchange or quotation system specified as such for such Share in the applicable Final Terms, any successor to such Exchange or quotation system or any substitute exchange or quotation system to

which trading in the Share has temporarily relocated provided that the Determination Agent has determined that there is comparable liquidity relative to such Share on such temporary substitute exchange or quotation system as on the original Exchange.

"Exchange Business Day" means:

• (a) except with respect to a Multi-exchange Index, any Scheduled Trading Day on which each Exchange is open for trading during its regular trading sessions, notwithstanding any such Exchange closing prior to its Scheduled Closing Time, and
• (b) with respect to a Multi-exchange Index, any Scheduled Trading Day on which: (i) the Index Sponsor publishes the level of the Index; and (ii) the Related Exchange is open for trading during its regular trading session, notwithstanding any Exchange or the Related Exchange closing prior to its Scheduled Closing Time.

"Exchange Disruption" means:

• (a) except with respect to a Multi-exchange Index, any event (other than an Early Closure) that disrupts or impairs (as determined by the Determination Agent) the ability of market participants in general (i) to effect transactions in, or obtain market values for, the Shares on the Exchange (or in the case of Index Linked Securities, on any relevant Exchange(s) relating to Components that comprise 20 per cent. or more of the level of the relevant Index), or (ii) to effect transactions in, or obtain market values for, futures and options contracts relating to the Components or the relevant Index on any relevant Related Exchange, and
• (b) with respect to any Multi-exchange Index, any event (other than an Early Closure) that disrupts or impairs (as determined by the Determination Agent) the ability of market participants in general to effect transactions in, or obtain market values for: (i) any Component on the Exchange in respect of such Component; or (ii) futures or options contracts relating to the Index on the Related Exchange.

"Exercise Business Day" means a day that is a Business Day and a Scheduled Trading Day.

"FX Disruption Event" means:

• (a) the determination by the Determination Agent of the occurrence of any event on or prior to the relevant Payment Date that has or would have the effect of preventing or delaying the Issuer and/or any of its Affiliates directly or indirectly from:
• (i) converting the Specified Currency into the Settlement Currency through customary legal channels;
• (ii) converting the Specified Currency into the Settlement Currency at a rate at least as favourable as the rate for domestic institutions located in the Specified Jurisdiction;
• (iii) delivering the Settlement Currency from accounts inside the Specified Jurisdiction to accounts outside the Specified Jurisdiction; or
• (iv) delivering the Specified Currency between accounts inside the Specified Jurisdiction or to a party that is a non-resident of the Specified Jurisdiction; or

(b) the Determination Agent determines that the government of the Specified Jurisdiction has given public notice of its intention to impose any capital controls which the Determination Agent determines are likely to materially affect the Issuer's ability to hedge its obligations with respect to the Securities or to unwind such hedge.

"Fund Disruption Event" means any of the following:

• (a) the Shares are reclassified or the Share Company is acquired by, or aggregated into, another fund, depositary bank, pooled investment vehicle, collective investment scheme, partnership, trust or other similar legal arrangement, whose mandate, riskprofile and/or benchmarks are different from the mandate, risk-profile and/or benchmark of the Share Company as stated as of the Trade Date;
• (b) there is a material change in the Share Company, the constitutional documents of the Share Company, the mandate, risk profile or investment guidelines or objectives of the Share Company as stated as of the Trade Date;
• (c) there is a material breach of the investment, borrowing or stock lending restrictions of the Share Company;
• (d) the director, trustee and/or investment manager of the Share Company, in accordance with the provisions of the constitutional documents of the Share Company, requires the Issuer to redeem or transfer such Shares held by the Issuer or its Affiliates;
• (e) the currency denomination of the Shares is amended in accordance with the constitutional documents of the Share Company;
• (f) any change in the regulatory or tax treatment applicable to the Share Company or the Shares, as applicable, which could have a negative effect on the Issuer or its Affiliates if it were the holder of such Shares;
• (g) the activities of the Share Company, the director, the trustee and/or the investment manager of the Share Company or any service provider of the Share Company is placed under review by its regulators for reasons of wrongdoing, breach of any rule or regulation or other similar reason or any disciplinary action is taken in respect of such director, trustee and/or investment manager or service provider, as the case may be, by its regulators;
• (h) a change in the national, international, financial, political, economic conditions or currency exchange rate or exchange controls;
• (i) a material change or prospective material change in the size, nature, management, frequency of trading of the Shares or any other characteristics of the Share Company;
• (j) the occurrence or existence of any event, circumstance or cause beyond the control of the Issuer that has had or would be expected to have a material adverse effect on (i) the hedge positions of the Issuer and/or its Affiliates or their ability to hedge their positions or (ii) the cost which the Issuer and/or its Affiliates incurs in hedging its position, in each case with respect to the Share Company;
• (k) in relation to the events (a) to (f) above, there is an announcement by or on behalf of the Share Company or by the Exchange that such an event will occur; or

(l) an illegality occurs or the relevant authorisation or licence is revoked in respect of the directors, the trustee and/or the investment manager of the Share Company and/or the Share Company.

"Futures or Options Exchange" means the relevant exchange in options or futures contracts on the relevant Share or Shares or the relevant Index or Indices, as the case may be, as determined by the Determination Agent in its absolute discretion.

"Hedging Shares" means the number of Shares (in the case of Share Linked Securities) or Components comprised in an Index (in the case of Index Linked Securities) that the Issuer deems necessary to hedge the equity or other price risk of entering into and performing its obligations with respect to the Securities.

"Increased Cost of Stock Borrow" means that the Issuer and/or any of its Affiliates would incur a rate to borrow any Share (in the case of Share Linked Securities) or any Component comprised in an Index (in the case of Index Linked Securities) that is greater than the Initial Stock Loan Rate.

"Index" means an index or indices (including, but not limited to, a proprietary index created by the Issuer or an associate of the Issuer) specified in the applicable Final Terms.

"Index Linked Security" means a Security, payments or deliveries in respect of which will be contingent on and/or calculated by reference to an Index or a Basket of Indices, as the case may be, as specified in the applicable Final Terms.

"Index Sponsor" means, in relation to an Index, the corporation or entity that is responsible for setting and reviewing the rules and procedures, and the methods of calculation and adjustments, if any, related to such Index.

"Initial Stock Loan Rate" means, in respect of a Share (in the case of Share Linked Securities) or a Component comprised in an Index (in the case of Index Linked Securities), the initial stock loan rate specified in relation to such Share or Index in the applicable Final Terms.

"Insolvency" means by reason of the voluntary or involuntary liquidation, bankruptcy, insolvency, dissolution termination or winding-up of or any analogous proceeding affecting a Share Company (a) all the Shares of that Share Company are required to be transferred to a trustee, liquidator or other similar official or (b) the holders of the Shares of that Share Company become legally prohibited from transferring them or (c) the Share Company is dissolved, terminated or ceases to exist, as the case may be.

"Insolvency Filing" means that a Share Company institutes or has instituted against it by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, or it consents to a proceeding seeking a judgement of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official or it consents to such a petition, or it has a resolution passed or an announcement published for its dissolution or termination, provided that proceedings instituted or petitions presented by creditors and not consented to by the Share Company shall not be deemed an Insolvency Filing.

"Loss of Stock Borrow" means that the Issuer and/or any Affiliate is unable, after using commercially reasonable efforts, to borrow (or maintain a borrowing of) any Share (in the case of Share Linked Securities) or any Components comprised in an Index (in the case of Index Linked Securities) in an amount equal to the Hedging Shares at a rate equal to or less than the Maximum Stock Loan Rate.

"Market Disruption Event" means:

• (a) except with respect to a Multi-exchange Index, the occurrence or existence of:
• (i) a Trading Disruption which the Determination Agent determines is material, at any time during the one hour period that ends at the relevant Valuation Time;
• (ii) an Exchange Disruption, which the Determination Agent determines is material, at any time during the one hour period that ends at the relevant Valuation Time;
• (iii) an Early Closure; or
• (iv) any event, which the Determination Agent determines is material, which disrupts or impairs the ability of the Issuer or of any market participants to effect transactions in, or obtain market values for, futures, options or derivatives contracts relating to the Reference Asset (including any proprietary index created by the Issuer or an associate of the Issuer);
• (b) with respect to a Multi-exchange Index:
• (i) both of the following are satisfied:
  • (A) the occurrence or existence, in respect of any Component, of:
  • (1) a Trading Disruption in respect of such Component, which the Determination Agent determines is material, at any time during the one hour period that ends at the relevant Valuation Time in respect of the Exchange on which such Component is principally traded;
  • (2) an Exchange Disruption in respect of such Component, which the Determination Agent determines is material, at any time during the one hour period that ends at the relevant Valuation Time in respect of the Exchange on which such Component is principally traded; OR
  • (3) an Early Closure in respect of such Component; AND
  • (B) the aggregate of all Components in respect of which a Trading Disruption, an Exchange Disruption or an Early Closure occurs or exists comprises 20 per cent. or more of the level of the Index; OR
• (c) the occurrence or existence, in respect of futures or options contracts relating to the Index, of: (i) a Trading Disruption; (ii) an Exchange Disruption, which in either case the Determination Agent determines is material, at any time during the one hour period that

ends at the Valuation Time in respect of the Related Exchange; or (iii) an Early Closure, in each case in respect of such futures or options contracts.

In addition:

• (i) for the purposes of determining whether a Market Disruption Event exists in respect of an Index which is not a Multi-exchange Index at any time, if a Market Disruption Event occurs in respect of a security included in such Index at any time, then the relevant percentage contribution of that security to the level of such Index shall be based in a comparison of (x) the portion of the level of such Index attributable to that security and (y) the overall level of such Index, in each case immediately before the Market Disruption Event occurred; and
• (ii) for the purposes of determining whether a Market Disruption Event exists in respect of an Index which is a Multi-exchange Index at any time, if a Market Disruption Event occurs in respect of a Component included in such Index at any time, then the relevant percentage contribution of that Component to the level of the Index shall be based on a comparison of (x) the portion of the level of the Index attributable to that Component to (y) the overall level of the Index, in each case using the official opening weightings as published by the Index Sponsor as part of the market "opening data".

"Maximum Stock Loan Rate" means, in respect of a Share (in the case of Share Linked Securities) or a Component comprised in an Index (in the case of Index Linked Securities), the rate specified as such in the applicable Final Terms.

"Merger Event" means in respect of any relevant Shares, any:

• (a) reclassification or change of such Shares that results in a transfer of or an irrevocable commitment to transfer 20 per cent. or more of such Shares outstanding;
• (b) consolidation, amalgamation, merger or binding share exchange of the Share Company with or into another entity (other than a consolidation, amalgamation, merger or binding share exchange in which such Share Company is the continuing entity and which results in a reclassification or change of less than 20 per cent. of the relevant Shares outstanding);
• (c) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity for such Shares that results in a transfer of or an irrevocable commitment to transfer 20 per cent. or more of such Shares (other than such Shares owned or controlled by the offeror); or
• (d) consolidation, amalgamation, merger or binding share exchange of the Share Company or its subsidiaries with or into another entity in which the Share Company is the continuing entity and which does not result in a reclassification or change of all such Shares outstanding but results in the outstanding Shares (other than Shares owned or controlled by such other entity) immediately prior to such event collectively representing less than 50 per cent. of the outstanding Shares immediately following such event

if, in each case, the date on which the Determination Agent determines that such event occurs is on or before the Determination Date in respect of the relevant Security.

"Multi-exchange Index" means any Index specified as such in the applicable Final Terms.

"Nationalisation" means that all the Shares or all the assets or substantially all the assets of the Share Company are nationalised, expropriated or are otherwise required to be transferred to any governmental agency, authority or entity.

"Payment Date" means a day on which a payment is due in respect of the Equity Linked Securities.

"Potential Adjustment Event" means any of the following:

• (a) a subdivision, consolidation or reclassification of the relevant Shares (other than a Merger Event) or a free distribution or dividend of any such Shares to existing holders of the relevant Shares by way of bonus, capitalisation or similar issue;
• (b) a distribution, issue or dividend to existing holders of the relevant Shares of (i) additional Shares, or (ii) other share capital or securities granting the right to payment of dividends and/or the proceeds of dissolution, liquidation or termination of the Share Company equally or proportionately with such payments to Securityholders of such Shares, (iii) share capital or other securities of another issuer acquired or owned (directly or indirectly) by the Share Company as a result of a spin-off or other similar transaction or (iv) any other type of securities, rights or warrants or other assets, in any case for payment (cash or other) at less than the prevailing market price as determined by the Determination Agent;
• (c) an amount per Share which the Determination Agent determines should be characterised as an extraordinary dividend;
• (d) a call by the Share Company in respect of the relevant Shares that are not fully paid;
• (e) a repurchase by the Share Company or any of its subsidiaries of relevant Shares whether out of profits or capital and whether the consideration for such repurchase is cash, securities or otherwise;
• (f) in respect of the Share Company, an event that results in any shareholder rights being distributed or becoming separated from shares of common stock or other shares of the capital stock of the Share Company pursuant to a shareholder rights plan or arrangement directed against hostile takeovers that provides upon the occurrence of certain events for a distribution of preferred stock, warrant, debt instruments or stock rights at a price below their market value, as determined by the Determination Agent, provided that any adjustment effected as a result of such an event shall be readjusted upon any redemption of such rights; or
• (g) any other similar event that may have a diluting or concentrative effect on the theoretical value of the relevant Shares.

"Related Exchange" means, subject to the proviso below, in respect of a Reference Asset, each exchange or quotation system specified as such for such Reference Asset in the applicable Final Terms, any successor to such exchange or quotation system or any substitute exchange or quotation system to which trading in futures and options contracts relating to such Reference Asset has temporarily relocated (provided that the Determination Agent has determined that there is comparable liquidity relative to the futures or options contracts relating to such Reference Asset on such temporary substitute exchange or quotation system as on the original Related Exchange), provided, however that where "All Exchanges" is specified as the Related Exchange in the applicable Final Terms, "Related Exchange" shall mean each exchange or quotation system where trading has a material effect (as determined by the Determination Agent) on the overall market for futures or options contracts relating to such Reference Asset.

"Scheduled Closing Time" means, in respect of any Exchange or Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Exchange or Related Exchange on such Scheduled Trading Day, without regard to after-hours or other trading outside regular trading session hours.

"Scheduled Trading Day" means:

• (a) except with respect to a Multi-exchange Index, any day on which each Exchange and each Related Exchange are scheduled to open for trading for their respective regular trading sessions, provided that a day shall be a Scheduled Trading Day if it is known at any time before that day each Exchange and each Related Exchange are scheduled to be open for trading for their respective regular trading sessions on that day. Conversely, a day shall not be a Scheduled Trading Day if it is known at any time before that day than at Exchange or Related Exchange is not scheduled to be open for trading for its regular trading session on that day; and
• (b) with respect to any Multi-exchange Index, any day on which (i) the Index Sponsor is scheduled to publish the level of the Index and (ii) the Related Exchange is scheduled to be open for trading for its regular trading session, provided that a day shall be a Scheduled Trading Day if it is known at any time before that day that the Related Exchange is scheduled to be open for trading for its regular trading session on that day. Conversely, a day shall not be a Scheduled Trading Day if it is known at any time before that day that the Related Exchange is not scheduled to be open for trading for its regular trading session on that day.

"Settlement Currency" means the currency specified in the applicable Final Terms.

"Share" means, in relation to an Equity Linked Security, a share, a unit, a depositary receipt, an interest or an equity unit to which such Security relates.

"Share Company" means, in the case of an Equity Linked Security, the company, the depositary bank, the fund, the pooled investment vehicle, the collective investment scheme, the partnership, the trust or other legal arrangement that has issued or gave rise to the relevant Share.

"Share Linked Security" means, a Security, payments or deliveries in respect of which will be contingent on and/or calculated by reference to a Share or a Basket of Shares, as the case may be, as specified in the applicable Final Terms.

"Specified Currency" means the currency specified in the applicable Final Terms.

"Specified Jurisdiction" means the jurisdiction specified in the applicable Final Terms.

"Tender Offer" means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Share Company as determined by the Determination Agent, based upon the making of filings with governmental of self-regulatory agencies or such other information as the Determination Agent deems relevant.

"Trading Disruption" means:

• (a) except with respect to a Multi-exchange Index, any suspension of, impairment of or limitation imposed on trading by the Exchange or Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the Exchange or Related Exchange or otherwise (i) relating to the Share on the Exchange, or in the case of an Index Linked Security, on any relevant Exchange(s) relating to any Component that comprise 20 per cent or more of the level of the relevant Index or Indices, or (ii) in futures or options contracts relating to the Shares or the relevant Index or Indices on any relevant Related Exchange; and
• (b) with respect to any Multi-exchange Index, any suspension of, impairment of or limitation imposed on trading by the Exchange or Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the Exchange or Related Exchange or otherwise (i) relating to any Component on the Exchange in respect of such Component; or (ii) in futures or options contracts relating to the Index (or any Component thereof) on the Related Exchange.

For the avoidance of doubt, the following events shall be deemed to be a suspension or limitation of trading for the purposes of a Trading Disruption, as determined by the Determination Agent: (i) a price change exceeding limits set by the relevant Exchange; (ii) an imbalance of orders or (iii) a disparity in bid prices and ask prices.

"Valuation Date" means, unless otherwise specified in the applicable Final Terms, in the case of:

• (a) a particular Series of Securities that references a Share or an Index, the date specified as such in the applicable Final Terms (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day) unless there is a Disrupted Day in respect of such Share or Index on that date in which event Equity Linked Condition 1.4 or 2.6 (as applicable) will apply; and
• (b) a particular Series of Securities that references a Basket of Shares and/or a Basket of Indices, the date specified as such in the applicable Final Terms (or, if such date is not a Scheduled Trading Date for a Share or an Index in such Basket of Shares or Basket of Indices (as the case may be), the date determined in the manner set out in the applicable Final Terms, or, if not set out, the next following Scheduled Trading Day for all Shares and/or Indices in such Basket of Shares and/or Basket of Indices) unless there is a Disrupted Day in respect of any relevant Share or Index on that date in which event Equity Linked Condition 1.4 or 2.6 (as applicable) will apply,

provided that in each case, where the Notes are redeemed pursuant to Condition 4, the date will be the second Business Day preceding the relevant Note Redemption Date, Note Early Redemption Date, Specified Early Exercise Event Settlement Date or Early Cash Redemption Date.

"Valuation Time" means the time specified as such in the applicable Final Terms, or if no such time is specified, Scheduled Closing Time on the relevant Exchange on the Valuation Date or Averaging Date, as the case may be, in relation to each Index or Share to be valued. If the relevant Exchange closes prior to its Scheduled Closing Time and the specified Valuation Time is after the actual closing time for its regular trading session, then the Valuation Time shall be such actual closing time. In relation to a Multi-exchange Index, "Valuation Time" means (i) for the purposes of determining whether a Market Disruption Event has occurred: (a) in respect of any Component, the Scheduled Closing Time on the Exchange in respect of such Component, and (b) in respect of any options contracts or future contracts on the relevant Index, the close of trading on the Related Exchange; and (ii) in all other circumstances, the time at which the official closing level of the relevant Index is calculated and published by the Index Sponsor.

FX LINKED ANNEX

Table of Contents

PART A – DESCRIPTION AND RISK FACTORS

• 1. Brief description of FX Linked Securities
• 1. Risk Factors relating to FX Linked Securities

PART B – ADDITIONAL TERMS AND CONDITIONS FOR FX LINKED SECURITIES

• 1. Calculation of FX Linked Amounts
• 1. Consequences of the occurrence of FX Disruption Events
• 1. FX Rates
• 1. Averaging

PART C – DEFINITIONS AND INTERPRETATIONS APPLICABLE TO FX LINKED SECURITIES

• 1. Certain general definitions relating to FX Linked Securities
• 1. FX Rate Sources

PART A – DESCRIPTION AND RISK FACTORS

1. BRIEF DESCRIPTION OF FX LINKED SECURITIES

FX Linked Securities are Securities where the payments of interest on any Notes or any other amounts payable or deliverable in respect of any Warrants, as indicated in the applicable Final Terms, will be calculated by reference to and/or be contingent upon the performance of one or more currency rates or the value or level derived from a formula or index relating to one or more currency rates or a combination thereof.

2. RISK FACTORS RELATING TO FX LINKED SECURITIES

FX Linked Securities have a different risk profile to ordinary unsecured debt securities. This section describes additional factors prospective investors should have regard to when considering an investment in FX Linked Securities. Prospective investors are also referred to the factors set out in the section headed "Risk Factors" of the Base Prospectus.

Fluctuations in exchange rates of the relevant currency (or basket of currencies) will affect the value of FX Linked Securities. Furthermore, investors who intend to convert gains or losses from the redemption, exercise or sale of FX Linked Securities into their home currency may be affected by fluctuations in exchange rates between their home currency and the relevant currency (or basket of currencies). Currency values may be affected by complex political and economic factors, including governmental action to fix or support the value of a currency (or basket of currencies), regardless of other market forces. Purchasers of some FX Linked Securities risk losing their entire investment if exchange rates of the relevant currency (or basket of currencies) move sufficiently in an unanticipated direction.

Where the FX Linked Securities are denominated in an emerging market currency or linked to one or more emerging market currencies, such emerging market currencies can be significantly more volatile than currencies of more developed markets. Emerging market currencies are highly exposed to the risk of a currency crisis happening in the future and this could trigger the need for the Determination Agent to make adjustments to the terms and conditions of the Securities.

Governments have imposed from time to time, and may in the future impose, exchange controls that could also affect the availability of a relevant currency. Even if there are no actual exchange controls, it is possible that a relevant currency would not be available when payments on the relevant FX Linked Security are due.

If additional certificates, warrants, securities or options relating to particular currencies or particular currency indices are subsequently issued, the supply of certificates, warrants, securities and options relating to such non-US currencies or currency indices, as applicable, in the market will increase, would cause the price at which the relevant Securities and such other certificates, warrants, securities or options trade in the secondary market to decline significantly.

Prospective investors are referred to the definition of "FX Disruption Events" in Part C – Definitions and Interpretations applicable to FX Linked Securities.

PART B – ADDITIONAL TERMS AND CONDITIONS FOR FX LINKED SECURITIES

The terms and conditions applicable to FX Linked Securities shall comprise the Conditions and the additional terms and conditions set out below (the "FX Linked Conditions"), in each case subject to completion and/or amendment in the applicable Final Terms. In the event of any inconsistency between the Conditions and the FX Linked Conditions set out below, the FX Linked Conditions shall prevail. In the event of any inconsistency between (i) the Conditions and/or the FX Linked Conditions and (ii) the Final Terms, the Final Terms shall prevail. This FX Linked Annex is a Relevant Annex for the purposes of the Conditions and any Securities specified to be FX Linked Securities in the applicable Final Terms. Capitalised terms used herein but not otherwise defined shall have the meanings given to them in the Conditions or the applicable Final Terms.

1. CALCULATION OF FX LINKED AMOUNTS

Any FX Linked Amounts payable in respect of a FX Linked Security will be calculated by reference to (as further described in the applicable Final Terms):

• (a) one or more FX Rates (which may include, without limitation, a basket of FX Rates); and/or
• (b) a formula or index based upon or involving one or more FX Rates; and/or
• (c) a product or transaction which is in whole or in part based on or linked to any of the above.

2. CONSEQUENCES OF THE OCCURRENCE OF FX DISRUPTION EVENTS

If:

• (a) one or more Mandatory FX Disruption Events occurs at any time and is continuing; and/or
• (b) one or more Elective FX Disruption Events are specified as applying in the applicable Final Terms to a FX Linked Security and any such Elective FX Disruption Event occurs at any time and is continuing,

the Issuer may in its sole and absolute discretion take any one or more of the following actions:

• (i) deduct from any relevant amount payable or, as appropriate, add to the Warrant Exercise Price and/or any other FX Linked Amount(s) an amount calculated by the Determination Agent as representing a cost, expense, charge and/or deduction arising in connection with such FX Disruption Event(s); and/or
• (ii) adjust any Valuation Date, Averaging Date, Interest Payment Date, Warrant Exercise Date, Warrant Settlement Date, any other relevant date and/or relevant amount payable and/or any other FX Linked Amount(s); and/or
• (iii) (in the case of a Price Source Disruption) specify and adopt:
• (A) an appropriate alternate fallback or alternative price or rate source or method of determination selected by the Determination Agent at its sole discretion (which

may (or may not) be by reference to dealer poll or such other publication page or service as may replace the relevant page or service for the purpose of displaying a currency exchange rate comparable or equivalent to the relevant FX Rate); or

• (B) replacement of one or more relevant currencies, as the case may be; and/or
• (C) treat the relevant FX Disruption Event(s) as if an Additional Disruption Event had occurred in respect of the FX Linked Security for the purposes of exercising any applicable rights under the Conditions (including, without limitation, exercising the cancellation or adjustment rights in the relevant Conditions).

3. FX RATES

Where any of the following references are specified in the applicable Final Terms, they shall have the meaning prescribed below:

• (a) Currencies
• (i) Argentine Peso. "Argentine Peso" and "ARS" each means the lawful currency of the Argentine Republic.
• (ii) Australian Dollar. "Australian Dollar", "A\$" and "AUD" each means the lawful currency of the Commonwealth of Australia.
• (iii) Brazilian Real. "Brazilian Real", "Brazilian Reais" and "BRL" each means the lawful currency of the Federative Republic of Brazil.
• (iv) Bulgarian Lev. "Bulgarian Lev" and "BGL" each means the lawful currency of the Republic of Bulgaria.
• (v) Canadian Dollar. "Canadian Dollar", "C\$" and "CAD" each means the lawful currency of Canada.
• (vi) Chilean Peso. "Chilean Peso" and "CLP" each means the lawful currency of the Republic of Chile.
• (vii) Chinese Renminbi. "Chinese Renminbi", "CNY" and "RMB" each means the lawful currency of the People's Republic of China.
• (viii) Colombian Peso. "Colombian Peso" and "COP" each means the lawful currency of the Republic of Colombia.
• (ix) Croatian Kuna. "Croatian Kuna" and "HRK" each means the lawful currency of the Republic of Croatia.
• (x) Czech Koruna. "Czech Koruna" and "CZK" each means the lawful currency of the Czech Republic.

• (xi) Danish Krone. "Danish Krone", "Dkr" and "DKK" each means the lawful currency of the Kingdom of Denmark.

• (xii) Ecuadorian Sucre. "Ecuadorian Sucre" and "ECS" each means the lawful currency of the Republic of Ecuador.

• (xiii) Egyptian Pound. "Egyptian Pound" and "EGP" each means the lawful currency of the Arab Republic of Egypt.
• (xiv) Estonian Kroon. "Estonian Kroon" and "EEK" each means the lawful currency of the Republic of Estonia.
• (xv) Euro. "Euro", "euro" and "EUR" each means the lawful currency of the participating member states of the European Union adopted in accordance with the Treaty establishing the European Communities, as amended by the Treaty on European Union.
• (xvi) Hong Kong Dollar. "Hong Kong Dollar", "HK\$" and "HKD" each means the lawful currency of Hong Kong.
• (xvii) Hungarian Forint. "Hungarian Forint" and "HUF" each means the lawful currency of the Republic of Hungary.
• (xviii) Indian Rupee. "Indian Rupee" and "INR" each means the lawful currency of the Republic of India.
• (xix) Indonesian Rupiah. "Indonesian Rupiah" and "IDR" each means the lawful currency of the Republic of Indonesia.
• (xx) Israeli Shekel. "Israeli Shekel" and "ILS" each means the lawful currency of the State of Israel.
• (xxi) Kazakhstan Tenge. "Kazakhstan Tenge", "Tenge" and "KZT" each means the lawful currency of the Republic of Kazakhstan.
• (xxii) Kenyan Shilling. "Kenyan Shilling" and "KES" each means the lawful currency of the Republic of Kenya.
• (xxiii) Korean Won. "Korean Won" and "KRW" each means the lawful currency of the Republic of Korea.
• (xxiv) Kuwaiti Dinar. "Kuwaiti Dinar" and "KWD" each means the lawful currency of the State of Kuwait.
• (xxv) Latvian Lats. "Latvian Lats" and "LVL" each means the lawful currency of the Republic of Latvia.
• (xxvi) Lebanese Pound. "Lebanese Pound" and "LBP" each means the lawful currency of the Republic of Lebanon.
• (xxvii) Lithuanian Litas. "Lithuanian Litas" and "LTL" each means the lawful currency of the Republic of Lithuania.

• (xxviii) Malaysian Ringgit. "Malaysian Ringgit" and "M5YR" each means the lawful currency of the Federation of Malaysia.

• (xxix) Mexican Peso. "Mexican Peso", "MXN" and "MXP" each means the lawful currency of the United Mexican States.

• (xxx) Moroccan Dirham. "Moroccan Dirham" and "MAD" each means the lawful currency of the Kingdom of Morocco.
• (xxxi) New Zealand Dollar. "New Zealand Dollar", "NZ\$" and "NZD" each means the lawful currency of New Zealand.
• (xxxii) Krone. "Norwegian Krone", "Nkr" and "NOK" each means the lawful currency of the Kingdom of Norway.
• (xxxiii) Pakistani Rupee. "Pakistani Rupee" and "PKR" each means the lawful currency of the Islamic Republic of Pakistan.
• (xxxiv) Peruvian Sol. "Peruvian Nuevo Sol", "Peruvian Sol" and "PEN" each means the lawful currency of the Republic of Peru.
• (xxxv) Philippine Peso. "Philippine Peso" and "PHP" each means the lawful currency of the Republic of the Philippines.
• (xxxvi) Polish Zloty. "Polish Zloty", "PLN" and "PLZ" each means the lawful currency of the Republic of Poland.
• (xxxvii) Romanian Leu. "Romanian Leu", "ROL" and "RON" each means the lawful currency of Romania.
• (xxxviii) Russian Ruble. "Russian Ruble", "Russian Rouble", "RUR" and "RUB" each means the lawful currency of the Russian Federation.
• (xxxix) Saudi Arabian Riyal. "Saudi Arabian Riyal", "Saudi Arabian Rial" and "SAR" each means the lawful currency of the Kingdom of Saudi Arabia.
• (xl) Singapore Dollar. "Singapore Dollar", "S\$" and "SGD" each means the lawful currency of the Republic of Singapore.
• (xli) South African Rand. "South African Rand", "Rand", "R" and "ZAR" each means the lawful currency of the Republic of South Africa.
• (xlii) Sri Lankan Rupee. "Sri Lankan Rupee" and "LKR" each means the lawful currency of the Democratic Socialist Republic of Sri Lanka.
• (xliii) Sterling. "Sterling", "£", "GBP" and "STG" each means the lawful currency of the United Kingdom.
• (xliv) Swedish Krona. "Swedish Krona", "Skr" and "SEK" each means the lawful currency of the Kingdom of Sweden.
• (xlv) Swiss Franc. "Swiss Franc", "Sfr", "CHF" and "SWF" each means the lawful currency of Switzerland.

• (xlvi) Taiwanese Dollar. "Taiwanese Dollar", "New Taiwanese Dollar" and "TWD" each means the lawful currency of the Republic of China.

• (xlvii) Thai Baht. "Thai Baht" and "THB" each means the lawful currency of the Kingdom of Thailand.

• (xlviii) Turkish Lira. "Turkish Lira", "TRY" and "TRL" each means the lawful currency of the Republic of Turkey.
• (xlix) Ukrainian Hryvnia. "Ukrainian Hryvnia" and "UAH" each means the lawful currency of the Republic of Ukraine.
• (l) U.S. Dollar. "U.S. Dollar", "Dollar", "U.S.\$", "\$" and "USD" each means the lawful currency of the United States of America.
• (li) Venezuelan Bolivar. "Venezuelan Bolivar", "Venezuelan Bolivar Fuerte" and "VEF " each means the lawful currency of the Bolivarian Republic of Venezuela.
• (lii) Vietnamese Dong. "Vietnamese Dong" and "VND" each means the lawful currency of the Socialist Republic of Vietnam.
• (liii) Yen. "Yen", "¥" and "JPY" each means the lawful currency of Japan.

Unless otherwise specified in the applicable Final Terms, each currency with respect to a particular country defined in this FX Linked Condition 3 will be deemed to include any lawful successor currency (the "Successor Currency") of that country. If, after the Trade Date and on or before any relevant Valuation Date, Averaging Date, Interest Payment Date, Warrant Exercise Date, Warrant Settlement Date or any other relevant date, as the case may be, of a FX Linked Security, a country has lawfully eliminated, converted, redenominated or exchanged its currency in effect on such Trade Date or any Successor Currency, as the case may be (the "Original Currency"), for a Successor Currency, then for purposes of calculating any amounts of such currency in respect of an FX Linked Security, and for purposes of effecting settlement thereof, any Original Currency amounts will be converted to the Successor Currency by multiplying the amount of Original Currency by a ratio of Successor Currency to Original Currency, which ratio will be calculated on the basis of the exchange rate set forth by such country for converting the Original Currency into the Successor Currency on the date on which the elimination, conversion, redenomination or exchange took place as determined by the Determination Agent. If there is more than one such date, the date closest to the relevant Valuation Date, Averaging Date, Interest Payment Date, Warrant Exercise Date, Warrant Settlement Date or any other relevant date, as the case may be, will be selected. Notwithstanding the foregoing provisions, and subject to any alternative determination by the Determination Agent, with respect to any currency that is substituted or replaced by the euro, the consequences of such substitution or replacement will be determined in accordance with applicable law.

(b) Principal Financial Centre

Unless otherwise specified in the applicable Final Terms, the principal financial centre (the "Principal Financial Centre") with respect to each currency defined in this FX Linked Condition 3 is the financial centre or centres indicated below with respect to such currency:

Currency	Financial Centre(s)
Argentine Peso	Buenos Aires
Australian Dollar	Sydney and Melbourne
Brazilian Real Brasilia	Rio de Janeiro or São Paulo
Bulgarian Lev	Sofia
Canadian Dollar	Toronto
Chilean Peso	Santiago
Chinese Renminbi	Beijing
Colombian Peso	Bogota
Croatian Kuna	Zagreb
Czech Koruna	Prague
Danish Krone	Copenhagen
Ecuadorian Sucre	Guayaquil
Egyptian Pound	Cairo
Estonian Kroon	Tallinn
Hong Kong Dollar	Hong Kong
Hungarian Forint	Budapest
Indian Rupee	Mumbai
Indonesian Rupiah	Jakarta
Israeli Shekel	Tel Aviv
Kazakhstan Tenge	Almaty
Kenyan Shilling	Nairobi
Korean Won	Seoul
Kuwaiti Dinar	Kuwait City
Latvian Lats	Riga
Lebanese Pound	Beirut

Currency	Financial Centre(s)
Lithuanian Litas	Vilnius
Malaysian Ringgit	Kuala Lumpur
Mexican Peso	Mexico City
Moroccan Dirham	Rabat
New Zealand Dollar	Wellington and Auckland
Norwegian Krone	Oslo
Pakistani Rupee	Karachi
Peruvian Sol	Lima
Philippine Peso	Manila
Polish Zloty	Warsaw
Romanian Leu	Bucharest
Russian Ruble	Moscow
Saudi Arabian Riyal	Riyadh
Singapore Dollar	Singapore
South African Rand	Johannesburg
Sri Lankan Rupee	Colombo
Sterling	London
Swedish Krona	Stockholm
Swiss Franc	Zurich
Taiwanese Dollar	Taipei
Thai Baht	Bangkok
Turkish Lira	Ankara
Ukrainian Hryvnia	Kiev
U.S. Dollar	New York
Venezuelan Bolivar	Caracas

Currency	Financial Centre(s)
Vietnamese Dong	Hanoi
Yen	Tokyo

(c) Corrections to Published and Displayed Rates

For purposes of determining a Spot Rate for any Rate Calculation Date:

• (i) In any case where the Spot Rate is based on information obtained from the Reuter Monitor Money Rates Service, the Spot Rate will be subject to the corrections, if any, to that information subsequently displayed by that source within one hour of the time when such rate is first displayed by such source.
• (ii) Notwithstanding paragraph (i) above, in any case where the Spot Rate for a Rate Calculation Date is based on information published or announced by any Governmental Authority in the relevant country, the Spot Rate will be subject to the corrections, if any, to that information subsequently published or announced by that source within five days of the Rate Calculation Date.
• (iii) In the event that the Determination Agent identifies any correction referred to in paragraph (i) or (ii) above no later than five days after the expiration of the period referred to in such paragraph, if applicable an appropriate amount will be payable by the Issuer or the Securityholder (as appropriate) as a result of such correction (whether such correction is made or such notice is given before or after the relevant Interest Payment Date, Warrant Exercise Date, Warrant Settlement Date, or any other relevant date, as applicable, of the Security), together with interest on that amount at a rate per annum equal to the cost (as determined by the Determination Agent) to the Issuer or the Securityholder (as applicable) of funding that amount for the period from, and including, the day on which, based on such correction, a payment in the incorrect amount was first made to, but excluding, the day of payment of the refund or payment resulting from such correction.

4. AVERAGING

If "Averaging" is specified in the applicable Final Terms, then for the purposes of determining the FX Rate in relation to a Valuation Date, the FX Rate will be the arithmetic mean of the FX Rates on each specified Averaging Date (or, if different, the day on which rates for each Averaging Date would, in the ordinary course, be published or announced by the relevant price source).

PART C – DEFINITIONS AND INTERPRETATIONS APPLICABLE TO FX LINKED SECURITIES

1. CERTAIN GENERAL DEFINITIONS RELATING TO FX LINKED SECURITIES

To the extent that the provisions of this Annex apply to Notes, references to: (i) "Securities" and "Securityholders" shall be construed as references to the relevant Notes and Noteholders; (ii) "Issuer" shall be construed as references to the Note Issuer; and (iii) "Determination Agent" shall be construed as references to the Note Determination Agent. To the extent that the provisions of this Annex apply to Warrants, references to: (i) "Securities" and "Securityholders" shall be construed as references to the relevant Warrants and Warrantholders; (ii) "Issuer" shall be construed as references to the Warrant Issuer; and (iii) "Determination Agent" shall be construed as references to the Warrant Determination Agent.

"Averaging Date" means in respect of a Valuation Date, each date specified as such or otherwise determined as provided in the applicable Final Terms, subject to adjustment in accordance with the Preceding Business Day Convention unless another Business Day Convention is specified to be applicable to that Averaging Date.

"Benchmark Obligation" means the benchmark obligation specified in the applicable Final Terms.

"CURRENCY-WHOLESALE MARKET" or "CURA5" each means that the Spot Rate for a Rate Calculation Date will be determined by the Determination Agent on the basis of that day's Specified Rate, expressed as the amount of one currency per one unit of another currency, in a legal and customary wholesale market in which there is no, or minimal, Governmental Authority controls or interference, except as a participant in such market.

"Elective FX Disruption Event" means the occurrence (in the determination of the Determination Agent) of any of the following events:

• (a) Benchmark Obligation Default: With respect to any Benchmark Obligation, the occurrence of an event of default or other similar condition or event (however described) including, but not limited to:
• (i) the failure of timely payment in full of any principal, interest or other amounts due (without giving effect to any applicable grace periods) in respect of such Benchmark Obligation;
• (ii) a declared moratorium, standstill, waiver, deferral, repudiation or rescheduling of any principal, interest or other amounts due in respect of such Benchmark Obligation; or
• (iii) the amendment or modification of the terms and conditions of payment of any principal, interest or other amounts due in respect of such Benchmark Obligation without the consent of all holders of such Benchmark Obligation.

The determination of the existence or occurrence of any default, event of default or other similar condition or event shall be made without regard to any lack or alleged lack of authority or capacity of the relevant entity to issue or enter into such Benchmark Obligation;

• (b) Price Materiality: The Primary Rate differs from the Secondary Rate by at least the Price Materiality Percentage; and/or
• (c) Other: Any additional Elective FX Disruption Event(s) specified as such in the applicable Final Terms.

"FX Disruption Event" means an Elective FX Disruption Event or a Mandatory FX Disruption Event.

"FX Linked Amount(s)" means any amount(s) payable in respect of a FX Linked Security.

"FX Linked Security" means any Security specified as such in the applicable Final Terms.

"FX Rate" means each rate specified as such in the applicable Final Terms.

"Governmental Authority" means any de facto or de jure government (or any agency or instrumentality thereof), court, tribunal, administrative or other governmental authority or any other entity (private or public) charged with the regulation of the financial markets (including the central bank) of a relevant jurisdiction.

"Mandatory FX Disruption Event(s)" means the occurrence (in the sole determination of the Determination Agent) of any of the following events:

• (a) Currency Replacement: A relevant currency ceases to exist and is replaced by a new currency;
• (b) Dual Exchange Rate: A relevant FX Rate splits into dual or multiple currency exchange rates;
• (c) Governmental Authority Event: A Governmental Authority of a relevant jurisdiction has given public notice of its intention to impose any controls which are likely to materially affect the Issuer's ability to hedge its obligations with respect to the FX Linked Security or to unwind any such hedge;
• (d) Illiquidity: It is or becomes or is likely to become impossible or impracticable for the Issuer to obtain any currency or obtain or use an FX Rate in an appropriate amount;
• (e) Inconvertibility: The occurrence of any event that makes it or is likely to make it impossible and/or impracticable for the Issuer to convert one relevant currency into another through customary legal channels (including, without limitation, any event that has the direct or indirect effect of hindering, limiting or restricting convertibility by way of any delays, increased costs or discriminatory rates of exchange or any current or future restrictions on repatriation of one currency into another currency);
• (f) Non-Transferability: The occurrence of any event in or affecting any relevant jurisdiction that makes it or is likely to make it impossible and/or impracticable for the Issuer to deliver any relevant currency into a relevant account; and/or
• (g) Price Source Disruption: It becomes impossible or impracticable to obtain an FX Rate on or in respect of a Valuation Date or Averaging Date (or, if different, the day on which rates for that Valuation Date or Averaging Date would, in the ordinary course, be published or announced by the relevant price source).

"Price Materiality Percentage" means the percentage specified as such in the applicable Final Terms.

"Primary Rate" means the FX Rate specified as such in the applicable Final Terms.

"Rate Calculation Date" means any Valuation Date, any Averaging Date or any other date specified as such in the applicable Final Terms.

"Reuters Screen" means when used in connection with any designated page, the display page so designated on the Reuter Monitor Money Rates Service (or any successor service thereof), or such other page as may replace that page on that service.

"Secondary Rate" means the FX Rate specified as such in the applicable Final Terms.

"Specified Rate" means the rate specified in the applicable Final Terms.

"Specified Time" means the time specified as such in the applicable Final Terms.

"Spot Rate" means an FX Rate determined in accordance with these FX Linked Conditions unless otherwise specified in the applicable Final Terms.

"Telerate" means the display page so designated on the Dow Jones Telerate Service (or any successor service thereof), or such other page as may replace that page on that service.

"Valuation Date" means any date on which a rate is to be determined as provided in the applicable Final Terms, subject to adjustment in accordance with the Modified Following Business Day Convention unless otherwise specified in the applicable Final Terms.

2. FX RATE SOURCES

2.1. Asia/Southeast Asia

(a) Chinese Renminbi

• (i) "CNY SAEC" or "CNY01" each means that the Spot Rate for a Rate Calculation Date will be the Chinese Renminbi/U.S. Dollar official fixing rate, expressed as the amount of Chinese Renminbi per one U.S. Dollar, for settlement in two Business Days reported by the People's Bank of China, Beijing, People's Republic of China, which appears on the Reuters Screen "SAEC" Page opposite the symbol "USD/CNY=" at approximately 9:15 a.m., Beijing time, on that Rate Calculation Date.
• (ii) "SFEMC CNY INDICATIVE SURVEY RATE" or "CNY02" each means that the Spot Rate for a Rate Calculation Date will be the Chinese Renminbi/U.S. Dollar Specified Rate for U.S. Dollars, expressed as the amount of Chinese Renminbi per one U.S. Dollar, for settlement in two Business Days, as published on SFEMC's website (www.sfemc.org) at approximately 3:30 p.m. (Singapore time), or as soon thereafter as practicable, on such Rate Calculation Date. The Spot Rate will be calculated by SFEMC (or a service provider SFEMC may select in its sole discretion) pursuant to the SFEMC CNY Indicative Survey Methodology (which means a methodology, dated as of 1 December 2004, as amended from time to time, for a centralised industry -wide survey of financial institutions that are active participants in the Chinese Renminbi/U.S. Dollar markets for the purpose of determining the SFEMC CNY Indicative Survey Rate).

(b) Indian Rupee

• (i) "INR RBIB" or "INR01" each means that the Spot Rate for a Rate Calculation Date will be the Indian Rupee/U.S. Dollar reference rate, expressed as the amount of Indian Rupee per one U.S. Dollar, for settlement in two Business Days reported by the Reserve Bank of India which appears on the Reuters Screen RBIB Page at approximately 12:30 p.m., Mumbai time, or as soon thereafter as practicable, on that Rate Calculation Date.
• (ii) "SFEMC INR INDICATIVE SURVEY RATE" or "INR02" each means that the Spot Rate for a Rate Calculation Date will be the Indian Rupee/U.S. Dollar Annex A Compendium 10 Specified Rate for U.S. Dollars, expressed as the amount of Indian Rupee per one U.S. Dollar, for settlement in two Business Days, as published on SFEMC's website (www.sfemc.org) at approximately 3:30 p.m. (Singapore time), or as soon thereafter as practicable, on such Rate Calculation Date. The Spot Rate will be calculated by SFEMC (or a service provider SFEMC may select in its sole discretion) pursuant to the SFEMC INR Indicative Survey Methodology (which means a methodology, dated as of 1 December 2004, as amended from time to time, for a centralised industry -wide survey of financial institutions that are active participants in the Indian Rupee/U.S. Dollar markets for the purpose of determining the SFEMC INR Indicative Survey Rate).

(c) Korean Won

• (i) "KRW KFTC18" or "KRW02" each means that the Spot Rate for a Rate Calculation Date will be the Korean Won/U.S. Dollar market average rate, expressed as the amount of Korean Won per one U.S. Dollar, for settlement in two Business Days reported by the Korea Financial Telecommunications and Clearing Corporation which appears on the Reuters Screen KFTC18 Page to the right of the caption "USD Today" that is available at approximately 3:30 p.m., Seoul time, on the Rate Calculation Date or as soon thereafter as practicable.
• (ii) "KRW TELERATE 45644" or "KRW03" each means that the Spot Rate for a Rate Calculation Date will be the Korean Won/U.S. Dollar market average rate, expressed as the amount of Korean Won per one U.S. Dollar, for settlement in two Business Days reported by the Korea Financial Telecommunications and Clearing Corporation which appears on Telerate Page 45644 to the right of the caption "USD Today" that is available at approximately 3:30 p.m., Seoul time, on the Rate Calculation Date or as soon thereafter as practicable.
• (iii) "SFEMC KRW INDICATIVE SURVEY RATE" or "KRW04" each means that the Spot Rate for a Rate Calculation Date will be the Korean Won/U.S. Dollar Specified Rate for U.S. Dollars, expressed as the amount of Korean Won per one U.S. Dollar, for settlement in two Business Days, as published on SFEMC's website (www.sfemc.org) at approximately 3:30 p.m., Singapore time, or as soon thereafter as practicable, on such Rate Calculation Date. The Spot Rate will be calculated by SFEMC (or a service provider SFEMC may select in its sole discretion) pursuant to the SFEMC KRW Indicative Survey Methodology (which means a methodology, dated as of 1 December 2004, as amended from time to time, for a centralised industry -wide survey of financial institutions that are active participants in the Korean Won/U.S. Dollar markets for the purpose of determining the SFEMC KRW Indicative Survey Rate).

(d) Philippine Peso

• (i) "PHP PHPESO" or "PHP01" each means that the Spot Rate for a Rate Calculation Date will be the Philippine Peso/U.S. Dollar morning weighted average rate for that Rate Calculation Date, expressed as the amount of Philippine Pesos per one U.S. Dollar, for settlement in one Business Day reported by the Philippine Dealing system which appears on the Reuters Screen PHPESO Page to the right of the caption "AM WT AVE" at approximately 12:30 p.m., Manila time, on that Rate Calculation Date.
• (ii) "PHP TELERATE 2920" or "PHP02" each means that the Spot Rate for a Rate Calculation Date will be the Philippine Peso/U.S. Dollar morning weighted average rate for that Rate Calculation Date, expressed as the amount of Philippine Pesos per one U.S. Dollar, for settlement in one Business Day reported by the Philippine Dealing System which appears on the Telerate Page 2920 to the right of the caption "AM WT AVE" at approximately 12:30 p.m., Manila time, on that Rate Calculation Date.
• (iii) "PHP TELERATE 15439" or "PHP03" each means that the Spot Rate for a Rate Calculation date will be the Philippine Peso/U.S. Dollar morning weighted average rate for that Rate Calculation Date, expressed as the amount of Philippine Pesos per one U.S. Dollar, for settlement in on Business Day reported by the Philippine Dealing System which appears on the Telerate Page 15439 to the right of the caption "AM WT AVE" at approximately 12:30 p.m., Manila time, on that Rate Calculation Date.
• (iv) "PHP PHPES01" or "PHP04" each means that the Spot Rate for a Rate Calculation Date will be the Philippine Peso/U.S. Dollar morning weighted average rate for that Rate Calculation Date, expressed as the amount of Philippine Pesos per one U.S. Dollar, for settlement in one Business Day reported by the Philippine Dealing System which appears on the Reuters Screen PHPES01 Page to the right of the caption "AM WT AVE" at approximately 12:30 p.m., Manila time, on that Rate Calculation Date.
• (v) "SFEMC PHP INDICATIVE SURVEY RATE" or "PHP05" each means that the Spot Rate for a Rate Calculation Date will be the Philippine Peso/U.S. Dollar Specified Rate for U.S. Dollars, expressed as the amount of Philippine Pesos per one U.S. Dollar, for settlement in one Business Day, as published on SFEMC's website (www.sfemc.org) at approximately 3:30 p.m., Singapore time, or as soon thereafter as practicable, on such Rate Calculation Date. The Spot Rate will be calculated by SFEMC (or a service provider SFEMC may select in its sole discretion) pursuant to the SFEMC PHP Indicative Survey Methodology (which means a methodology, dated as of 1 December 2004, as amended from time to time, for a centralised industry -wide survey of financial institutions that are active participants in the Philippine Peso/U.S. Dollar markets for the purpose of determining the SFEMC PHP Indicative Survey Rate).
• (vi) "PHP PDSPESO" or "PHP06" each means that the Spot Rate for a Rate Calculation Date will be the Philippine Peso/U.S. Dollar morning weighted average rate for that Rate Calculation Date, expressed as the amount of Philippine Pesos per one U.S. Dollar, for settlement in one Business Day reported by the Philippine Dealing System PDEX which appears on the Reuters Screen PDSPESO Page to the right of the caption "AM WT AVE" at approximately 11:30 a.m., Manila time, or as soon thereafter as practicable, on that Rate Calculation Date.

(e) Taiwanese Dollar

• (i) "TWD TELERATE 6161" or "TWD01" each mean that the Spot Rate for a Rate Calculation Date will be the Taiwanese Dollar/U.S. Dollar spot rate, expressed as the amount of Taiwanese Dollars per one U.S. Dollar, for settlement in two Business Days, reported by the Taipei Forex Inc. which appears on the Telerate Page 6161 under the heading "Spot" as of 11:00 a.m., Taipei time, on that Rate Calculation Date, or if no rate appears as of 11:00 a.m., Annex A Compendium 12 Taipei time, the rate that first appears in any of the next succeeding 15 minute intervals after such time, up to and including 12:00 noon, Taipei time, on that Rate Calculation Date.
• (ii) "TWD TAIFX1" or "TWD03" each mean that the Spot Rate for a Rate Calculation Date will be the Taiwanese Dollar/U.S. Dollar spot rate, expressed as the amount of Taiwanese Dollars per one U.S. Dollar, for settlement in two Business Days, reported by the Taipei Forex Inc. which appears on the Reuters Screen TAIFX1 Page under the heading "Spot" as of 11:00 a.m. Taipei time, on that Rate Calculation Date, or if no rate appears as of 11:00 a.m., Taipei time, the rate that first appears in any of the next succeeding 15 minute intervals after such time, up to and including 12:00 noon, Taipei time on that Rate Calculation Date.
• (iii) "SFEMC TWD INDICATIVE SURVEY RATE" or "TWD04" each means that the Spot Rate for a Rate Calculation Date will be the Taiwanese Dollar/U.S. Dollar Specified Rate for U.S. Dollars, expressed as the amount of Taiwanese Dollars per one U.S. Dollar, for settlement in two Business Days, as published on SFEMC's website (www.sfemc.org) at approximately 3:30 p.m., Singapore time, or as soon thereafter as practicable, on such Rate Calculation Date. The Spot Rate will be calculated by SFEMC (or a service provider SFEMC may select in its sole discretion) pursuant to the SFEMC TWD Indicative Survey Methodology (which means a methodology, dated as of 1 December 2004, as amended from time to time, for a centralised industry -wide survey of financial institutions that are active participants in the Taiwanese Dollar/U.S. Dollar markets for the purpose of determining the SFEMC TWD Indicative Survey Rate).

(f) Malaysian Ringgit

• (i) "MYR ABS" or "MYR01" each means that the Spot Rate for a Rate Calculation Date will be the Malaysian Ringgit/U.S. Dollar spot rate at 11:00 a.m., Singapore time, expressed as the amount of Malaysian Ringgit per one U.S. Dollar, for settlement in two Business Days, reported by the Association of Banks in Singapore, which appears on the Telerate Page 50157 to the right of the caption "Spot" under the column "MYR" at approximately 11:30 a.m., Singapore time, on that Rate Calculation Date.
• (ii) "SFEMC MYR INDICATIVE SURVEY RATE" or "MYR02" each means that the Spot Rate for a Rate Calculation Date will be the Malaysian Ringgit/U.S. Dollar Specified Rate for U.S. Dollars, expressed as the amount of Malaysian Ringgit per one U.S. Dollar, for settlement in two Business Days, as published on SFEMC's website (www.sfemc.org) at approximately 3:30 p.m., Singapore time, or as soon thereafter as practicable, on such Rate Calculation Date. The Spot Rate will be calculated by SFEMC (or a service provider SFEMC may select in its sole discretion) pursuant to the SFEMC MYR Indicative Survey Methodology (which means a methodology, dated as of 15 July 2005, as amended from time to time, for a centralised industry-wide survey of financial institutions that are active participants in the Malaysian Ringgit/U.S. Dollar markets for the purpose of determining the SFEMC MYR Indicative Survey Rate).

(g) Indonesian Rupiah

• (i) "IDR ABS" or "IDR01" each means that the Spot Rate for a Rate Calculation Date will be the Indonesian Rupiah/U.S. Dollar spot rate at 11:00 a.m., Singapore time, expressed as the amount of Indonesian Rupiah per one U.S. Dollar, for settlement in two Business Days, reported by the Association of Banks in Singapore which appears on the Telerate Page 50157 to the right of the caption "Spot" under the column "IDR" at approximately 11:30 a.m., Singapore time, on that Rate Calculation Date.
• (ii) "SFEMC IDR INDICATIVE SURVEY RATE" or "IDR02" each means that the Spot Rate for a Rate Calculation Date will be the Indonesian Rupiah/U.S. Dollar Specified Rate for U.S. Dollars, expressed as the amount of Indonesian Rupiah per one U.S. Dollar, for settlement in two Business Days, as published on SFEMC's website (www.sfemc.org) at approximately 3:30 p.m., Singapore time, or as soon thereafter as practicable, on such Rate Calculation Date. The Spot Rate will be calculated by SFEMC (or a service provider SFEMC may select in its sole discretion) pursuant to the SFEMC IDR Indicative Survey Methodology (which means a methodology, dated as of 1 December 2004, as amended from time to time, for a centralised industry -wide survey of financial institutions that are active participants in the Indonesian Rupiah/U.S. Dollar markets for the purpose of determining the SFEMC IDR Indicative Survey Rate).

(h) Pakistani Rupee

• (i) "PKR SBPK" or "PKR01" each means that the Spot Rate for a Rate Calculation Date will be the Pakistani Rupee/U.S. Dollar reference rate expressed as the amount of Pakistani Rupees per one U.S. Dollar, for settlement in two Business Days reported by the State Bank of Pakistan (www.sbp.org.pk) at approximately 2:30 pm, Karachi time, on that Rate Calculation Date.
• (ii) "SFEMC PKR INDICATIVE SURVEY RATE" or "PKR02" each means that the Spot Rate for a Rate Calculation Date will be the Pakistani Rupee/U.S. Dollar Specified Rate for U.S. Dollars, expressed as the amount of Pakistani Rupees per one U.S. Dollar, for settlement in two Business Days, as published on SFEMC's website (www.sfemc.org) at approximately 3:30 p.m. Singapore time, or as soon thereafter as practicable, on that Rate Calculation Date. The Spot Rate shall be calculated by SFEMC (or a service provider SFEMC may select in its sole discretion) pursuant to the SFEMC PKR Indicative Survey Methodology (which means a methodology, dated as of 14 July 2008, as amended from time to time, for a centralised industry-wide survey of financial institutions that are active participants in the Pakistani Rupee/U.S. Dollar markets for the purpose of determining the SFEMC PKR Indicative Survey Rate).

(i) Vietnamese Dong

• (i) "VND ABS" or "VND01" each means that the Spot Rate for a Rate Calculation Date will be the Vietnamese Dong/U.S. Dollar spot rate at 11:00 a.m., Singapore time, expressed as the amount of Vietnamese Dong per one U.S. Dollar, for settlement in two Business Days reported by the Association of Banks in Singapore, which appears on the Reuters Screen ABSIRFIX01 Page to the right of the caption "Spot" under the column "VND" at approximately 11:30 a.m., Singapore time, on that Rate Calculation Date.
• (ii) "VND FX" or "VND02" each means that the Spot Rate for a Rate Calculation Date will be the Vietnamese Dong/U.S. Dollar spot rate expressed as the amount of Vietnamese

Dong per one U.S. Dollar, for settlement in two Business Days which appears on Reuters Screen VNDFIX=VN Page under the caption "Spot" and to the right of the caption "Average" at approximately 11:00 am, Hanoi time, on that Rate Calculation Date.

(iii) "SFEMC VND INDICATIVE SURVEY RATE" or "VND03" each means that the Spot Rate for a Rate Calculation Date will be the Vietnamese Dong/U.S. Dollar Specified Rate for U.S. Dollars, expressed as the amount of Vietnamese Dong per one U.S. Dollar, for settlement in two Business Days, as published on SFEMC's website (www.sfemc.org) at approximately 3:30 p.m., Singapore time, or as soon as thereafter as practicable, on that Rate Calculation Date. The Spot Rate shall be calculated by SFEMC (or a service provider SFEMC may select in its sole discretion) pursuant to the SFEMC VND Indicative Survey Methodology (which means a methodology, dated as of 14 July 2008, as amended from time to time, for a centralised industry-wide survey of financial institutions that are active participants in the Vietnamese Dong/U.S. Dollar markets for the purpose of determining the SFEMC VND Indicative Survey Rate).

2.2. Central and Eastern Europe

(a) Hungarian Forint

• (i) "HUF USD Official Rate" or "HUF01" each means that the Spot Rate for a Rate Calculation Date will be the Hungarian Forint/U.S. Dollar official rate for U.S. Dollars, expressed as the amount of Hungarian Forints per one U.S. Dollar, for settlement in two Business Days calculated by the National Bank of Hungary which appears on the Reuters Screen HUFE page at approximately 12:00 noon, Budapest time, on that Rate Calculation Date.
• (ii) "HUF EUR Official Rate" or "HUF02" each means that the Spot Rate for a Rate Calculation Date will be the Hungarian Forint/euro official rate for euros, expressed as the amount of Hungarian Forints per one euro, for settlement in two Business Days calculated by the National Bank of Hungary which appears on the Reuters Screen HUFE page at approximately 12:00 noon, Budapest time, on that Rate Calculation Date.

(b) Polish Zloty

• (i) "PLZ NBPQ" or "PLZ01" each means that the Spot Rate for a Rate Calculation Date will be the Polish Zloty/U.S. Dollar fixing rate, expressed as the amount of Polish Zloty per one U.S. Dollar, for settlement in two Business Days reported by the National Bank of Poland which appears on the Reuters Screen NBPQ Page at approximately 11:00 a.m., Warsaw time, on that Rate Calculation Date.
• (ii) "PLZ NBPR" or "PLZ02" each means that the Spot Rate for a Rate Calculation Date will be the Polish Zloty/U.S. Dollar mid rate, expressed as the amount of Polish Zloty per one U.S. Dollar, for settlement in two Business Days reported by the National Bank of Poland which appears on the Reuters Screen NBPR Page below the caption "Central Parity" at approximately 11:00 a.m., Warsaw time, on that Rate Calculation Date.

(c) Russian Ruble

(i) "RUB MICEXFRX" or "RUB01" each means that the Spot Rate for a Rate Calculation Date will be the Russian Ruble/U.S. Dollar Specified Rate, expressed as the amount of Russian Rubles per one U.S. Dollar, for settlement on the same day reported by the Moscow Interbank Currency Exchange which appears on the Reuters Screen MICEXFRX Page as of 10:30 a.m., Moscow time, on that Rate Calculation Date.

• (ii) "RUB MMVB" and "RUB02" each means that the Spot Rate for a Rate Calculation Date will be the Russian Ruble/U.S. Dollar Specified Rate, expressed as the amount of Russian Rubles per one U.S. Dollar, for settlement on the same day reported by the Moscow Interbank Currency Exchange which appears on the Reuters Screen MMVB Page as of 10:30 a.m., Moscow time, on that Rate Calculation Date.
• (iii) "RUB CME-EMTA" and "RUB03" each means that the Spot Rate for a Rate Calculation Date will be the Russian Ruble/U.S. Dollar Specified Rate, expressed as the amount of Russian Rubles per one U.S. Dollar, for settlement in one Business Day, calculated by the Chicago Mercantile Exchange ("CME") and as published on CME's website, which appears on the Reuters Screen EMTA Page, at approximately 1:30 p.m., Moscow time, on that Rate Calculation Date. The Spot Rate shall be calculated by the CME pursuant to the Chicago Mercantile Exchange/EMTA, Inc. Daily Russian Ruble Per U.S. Dollar Reference Rate Methodology (which means a methodology, effective as of 16 June 2005, as amended from time to time, for a centralised industry-wide survey of financial institutions in Russia that are active participants in the Russian Ruble/U.S. Dollar spot market for the purpose of determining the RUB CMEEMTA Rate).
• (iv) "EMTA RUB INDICATIVE SURVEY RATE" and "RUB04" each means that the Spot Rate for a Rate Calculation Date will be the Russian Ruble/U.S. Dollar Specified Rate for U.S. Dollars, expressed as the amount of Russian Rubles per one U.S. Dollar, for settlement in one Business Day, as published on EMTA's web site (www.emta.org) at approximately 2:45 p.m., Moscow time, or as soon thereafter as practicable, on such Rate Calculation Date. The Spot Rate shall be calculated by EMTA (or a service provider EMTA may select in its sole discretion) pursuant to the EMTA RUB Indicative Survey Methodology (which means a methodology dated as of 16 June 2005, as amended from time to time, for a centralised industry-wide survey of financial institutions that are active participants in the Russian Ruble/U.S. Dollar spot market for the purpose of determining the EMTA RUB Indicative Survey Rate).

(d) Slovak Koruna

(i) "SKK NBSB" or "SKK01" each means that the Spot Rate for a Rate Calculation Date will be the Slovak Koruna/U.S. Dollar official FX rate, expressed as the amount of Slovak Koruna per one U.S. Dollar, for settlement in two Business Days reported by the National Bank of Slovakia which appears on the Reuters Screen NBSFX Page at approximately 11:40 a.m., Bratislava time, on that Rate Calculation Date.

(e) Kazakhstan Tenge

• (i) "KZT KASE" or "KZT01" each means that the Spot Rate for a Rate Calculation Date will be the Kazakhstan Tenge/U.S. Dollar weighted average rate, expressed as the amount of Kazakhstan Tenge per one U.S. Dollar, for settlement on the same Business Day reported by the Kazakhstan Stock Exchange (www.kase.kz) at approximately 11:00 am, Almaty time, on that Rate Calculation Date.
• (ii) "EMTA KZT INDICATIVE SURVEY RATE" or "KZT02" each means that the Spot Rate for a Rate Calculation Date will be the Kazakhstan Tenge/U.S. Dollar Specified Rate for U.S. Dollars, expressed as the amount of Kazakhstan Tenge per one U.S. Dollar, for

settlement on the same Business Day, as published on EMTA's website (www.emta.org) at approximately 1:00 p.m., Almaty time, or as soon thereafter as practicable, on that Rate Calculation Date. The Spot Rate shall be calculated by EMTA (or a service provider EMTA may select in its sole discretion) pursuant to the EMTA KZT Indicative Survey Methodology (which means a methodology, dated as of 16 March 2009, as amended from time to time, for a centralised industry-wide survey of financial institutions that are active participants in the Kazakhstan Tenge/U.S. Dollar markets for the purpose of determining the EMTA KZT Indicative Survey Rate).

(f) Ukrainian Hryvnia

• (i) "UAH GFI" or "UAH01" each means that the Spot Rate for a Rate Calculation Date will be the Ukrainian Hryvnia/U.S. Dollar spot rate, expressed as the amount of Ukrainian Hryvnia per one U.S. Dollar, for settlement on the same Business Day reported by GFI Brokers on Thomson Reuters Page GFIU by 9:30 am, London time, on that Rate Calculation Date.
• (ii) "EMTA UAH INDICATIVE SURVEY RATE" or "UAH03" each means that the Spot Rate for a Rate Calculation Date will be the Ukrainian Hryvnia/U.S. Dollar Specified Rate for U.S. Dollars, expressed as the amount of Ukrainian Hryvnia per one U.S. Dollar, for settlement on the same Business Day, as published on EMTA's website (www.emta.org) at approximately 2:00 p.m., Kiev time, or as soon thereafter as practicable, on that Rate Calculation Date. The Spot Rate shall be calculated by EMTA (or a service provider EMTA may select in its sole discretion) pursuant to the EMTA UAH Indicative Survey Methodology (which means a methodology, dated as of 16 March 2009, as amended from time to time, for a centralised industry-wide survey of financial institutions that are active participants in the Ukrainian Hryvnia/U.S. Dollar markets for the purpose of determining the EMTA UAH Indicative Survey Rate).
• (iii) "EMTA UAH INDICATIVE SURVEY RATE" or "UAH03" each means that the Spot Rate for a Rate Calculation Date will be the Ukrainian Hryvnia/U.S. Dollar Specified Rate for U.S. Dollars, expressed as the amount of Ukrainian Hryvnia per one U.S. Dollar, for settlement on the same Business Day, as published on EMTA's website (www.emta.org) at approximately 2:00 p.m., Kiev time, or as soon thereafter as practicable, on that Rate Calculation Date. The Spot Rate shall be calculated by EMTA (or a service provider EMTA may select in its sole discretion) pursuant to the EMTA UAH Indicative Survey Methodology (which means a methodology, dated as of 16 March 2009, as amended from time to time, for a centralised industry-wide survey of financial institutions that are active participants in the Ukrainian Hryvnia/U.S. Dollar markets for the purpose of determining the EMTA UAH Indicative Survey Rate).

2.3. Latin America

(a) Argentine Peso

(i) "ARS BNAR" or "ARS01" each means that the Spot Rate for a Rate Calculation Date will be the Argentine Peso/U.S. Dollar Specified Rate, expressed as the amount of Argentine Pesos per one U.S. Dollar, for settlement on the same day which appears on the Reuters Screen BNAR Page at the close of business in Buenos Aires on that Rate Calculation Date.

• (ii) "EMTA ARS INDUSTRY SURVEY RATE" or "ARS03" each means that the Spot Rate for a Rate Calculation Date will be the Argentine Peso/U.S. Dollar Specified Rate for U.S. Dollars, expressed as the amount of Argentine Pesos per one U.S. Dollar, for settlement on the same day, as published on EMTA's web site (www.emta.org) at approximately 1:00 p.m. (Buenos Aires time), or as soon thereafter as practicable, on such Rate Calculation Date. The Spot Rate shall be calculated by EMTA (or a service provider EMTA may select in its sole discretion) pursuant to the EMTA ARS Industry Survey Methodology (which means a methodology, dated as of 2 January 2003, as amended from time to time, for a centralised industry-wide survey of financial institutions in Buenos Aires that are active participants in the Argentine Peso/U.S. Dollar spot markets for the purpose of determining the EMTA ARS Industry Survey Rate).
• (iii) "EMTA ARS INDICATIVE SURVEY RATE" or "ARS04" each means that the Spot Rate for a Rate Calculation Date will be the Argentine Peso/U.S. Dollar Specified Rate for U.S. Dollars, expressed as the amount of Argentine Pesos per one U.S. Dollar, for settlement on the same day, as published on EMTA's web site (www.emta.org) at approximately 1:00 p.m. (Buenos Aires time), or as soon thereafter as practicable, on such Rate Calculation Date. The Spot Rate shall be calculated by EMTA (or a service provider EMTA may select in its sole discretion) pursuant to the EMTA ARS Indicative Survey Methodology (which means a methodology, dated as of 2 January 2003, as amended from time to time, for a centralised industry-wide survey of financial institutions that are active participants in the Argentine Peso/U.S. Dollar markets for the purpose of determining the EMTA ARS Indicative Survey Rate).

(b) Brazilian Real

• (i) "BRL BRBY" or "BRL01" each means that the Spot Rate for a Rate Calculation Date will be the Brazilian Real/U.S. Dollar interbank rate, expressed as the amount of Brazilian Reais per one U.S. Dollar, for settlement in two Business Days which appears on the Reuters Screen BRBY Page to the right of the caption "Interbank", below the heading "Last" at the Specified Time on that Rate Calculation Date.
• (ii) "BRL OFFICIAL RATE" or "BRL02" each means the Spot Rate for a Rate Calculation Date will be the Brazilian Real/U.S. Dollar official rate, expressed as the amount of Brazilian Reais per one U.S. Dollar, for settlement in two Business Days reported by the Banco Central do Brasil in the "Diário Oficial da União" on the first Business Day following that Rate Calculation Date.
• (iii) "BRL PCOT" or "BRL03" each means that the Spot Rate for a Rate Calculation Date will be the Brazilian Real/U.S. Dollar offered rate for U.S. Dollars, expressed as the amount of Brazilian Reais per one U.S. Dollar, for settlement in two Business Days reported by the Banco Central do Brasil on SISBACEN Data System under transaction code PCOT-390, Option 3, at the Specified Time on that Rate Calculation Date.

• (iv) "BRL PTAX" or "BRL09" each means that the Spot Rate for a Rate Calculation Date will be the Brazilian Real/U.S. Dollar offered rate for U.S. Dollars, expressed as the amount of Brazilian Reais per one U.S. Dollar, for settlement in two Business Days reported by the Banco Central do Brasil on SISBACEN Data System under transaction code PTAX-800 ("Consulta de Cambio" or Exchange Rate Inquiry), Option 5 ("Cotacões para Contabilidade" or "Rates for Accounting Purposes") by approximately 6:00 p.m., São Paulo time, on that Rate Calculation Date.

• (v) "BRL PTAX BRFR" or "BRL10" each means that the Spot Rate for a Rate Calculation Date will be the Brazilian Real/U.S. Dollar offered rate for U.S. Dollars, expressed as the amount of Brazilian Reais per one U.S. Dollar, for settlement in two Business Days reported by the Banco Central do Brasil on SISBACEN Data System under transaction code PTAX-800 ("Consulta de Cambio" or Exchange Rate Inquiry), Option 5 ("Cotacoes para Contabilidade" or Rates for Accounting Purposes), which appears on Reuters Screen BRFR Page under the caption "Dolar PTAX" at approximately 6:00 p.m., São Paulo time, on the first Business Day following that Rate Calculation Date.

• (vi) "BRL INDUSTRY SURVEY RATE" or "BRL11" each means that the Spot Rate for a Rate Calculation Date will be the Brazilian Real/U.S. Dollar offered rate for U.S. Dollars, expressed as the amount of Brazilian Reais per one U.S. Dollar, for settlement in two Business Days calculated by the Chicago Mercantile Exchange pursuant to the BRL Methodology which appears on the Reuters Screen EMTA Page at approximately 12:30 p.m. São Paulo time, or as soon thereafter as practicable, on the first Business Day following the Rate Calculation Date. "BRL Methodology" as used herein means the methodology dated 8 November 1999, establishing a centralised industrywide survey of financial institutions in Brazil that are active participants in the Brazilian Real/U.S. Dollar spot markets for the purpose of determining the BRL Industry Survey Rate. (The BRL Methodology is available on the websites of The Foreign Exchange Committee and Emerging Markets Traders Association (EMTA).)
• (vii) "EMTA BRL INDUSTRY SURVEY RATE" or "BRL12" each means that the Spot Rate for a Rate Calculation Date will be the Brazilian Real/U.S. Dollar Specified Rate for U.S. Dollars, expressed as the amount of Brazilian Reais per one U.S. Dollar, for settlement in two Business Days, as published on EMTA's web site (www.emta.org) at approximately 3:45 p.m. (São Paulo time), or as soon thereafter as practicable, on such Rate Calculation Date. The Spot Rate shall be calculated by EMTA (or a service provider EMTA may select in its sole discretion) pursuant to the EMTA BRL Industry Survey Methodology (which means a methodology, dated as of 1 March 2004, as amended from time to time, for a centralised industry-wide survey of financial institutions in Brazil that are active participants in the Brazilian Real/U.S. Dollar spot markets for the purpose of determining the EMTA BRL Industry Survey Rate).
• (viii) "EMTA BRL INDICATIVE SURVEY RATE" or "BRL13" each means that the Spot Rate for a Rate Calculation Date will be the Brazilian Real/U.S. Dollar Specified Rate for U.S. Dollars, expressed as the amount of Brazilian Reais per one U.S. Dollar, for settlement in two Business Days, as published on EMTA's web site (www.emta.org) at approximately 12:00 p.m. (São Paulo time), or as soon thereafter as practicable, on such Rate Calculation Date. The Spot Rate shall be calculated by EMTA (or a service provider EMTA may select in its sole discretion) pursuant to the EMTA BRL Indicative Survey Methodology (which means a methodology, dated as of 1 March 2004, as amended from time to time, for a centralised industry-wide survey of financial institutions that are active participants in the Brazilian Real/U.S. Dollar markets for the purpose of determining the EMTA BRL Indicative Survey Rate).

(c) Chilean Peso

(i) "CLP BCCHILG" or "CLP01" each means that the Spot Rate for a Rate Calculation Date will be the Chilean Peso/U.S. Dollar observado rate, expressed as the amount of Chilean Pesos per one U.S. Dollar, for settlement on the same day reported by the Banco Central de Chile which appears on the Reuters Screen BCCHILG Page under the caption "OBSERVADO" at approximately 10:00 a.m., Santiago time, on the first Business Day following that Rate Calculation Date.

• (ii) "CLP INFORMAL" or "CLP02" each means that the Spot Rate for a Rate Calculation Date will be the Chilean Peso/U.S. Dollar informal rate, expressed as the amount of Chilean Pesos per one U.S. Dollar, for settlement on the same day of the informal exchange market which appears on the Reuters Screen CLPP= Page at the Specified Time on that Rate Calculation Date.
• (iii) "CLP INTERBANK" or "CLP03" each means that the Spot Rate for a Rate Calculation Date will be the Chilean Peso/U.S. Dollar interbank rate, expressed as the amount of Chilean Pesos per one U.S. Dollar, for settlement on the same day reported by the Banco Central de Chile for the formal exchange market which appears on the Reuters Screen CLP= Page at the Specified Time on that Rate Calculation Date.
• (iv) "CLP OBSERVADO" or "CLP04" each means that the Spot Rate for a Rate Calculation Date will be the Chilean Peso/U.S. Dollar observado rate, expressed as the amount of Chilean Pesos per one U.S. Dollar, for settlement on the same day reported by the Banco Central de Chile which appears on the Reuters ScreenCLPOB= Page below the caption "Value" at approximately 10:00 a.m., Santiago time, on the first Business Day following that Rate Calculation Date.
• (v) "CLP OFFICIAL RATE" or "CLP08" each means that the Spot Rate for a Rate Calculation Date will be the Chilean Peso/U.S. Dollar official rate, expressed as the amount of Chilean Pesos per one U.S. Dollar, calculated in accordance with Title I, Chapter 1, Number 6 of the Compendium of International Exchange Norms of the Banco Central de Chile and published by the Banco Central de Chile at the Specified Time, if any, on the first Business Day following that Rate Calculation Date.
• (vi) "CLP TELERATE 38942" or "CLP09" each means that the Spot Rate for a Rate Calculation Date will be the Chilean Peso/U.S. Dollar observado rate, expressed as the amount of Chilean Pesos per one U.S. Dollar, for settlement on the same day reported by the Banco Central de Chile which appears on the Telerate Page 38942 below the caption "Dolar Observado" at approximately 10:00 a.m., Santiago time, on the first Business Day following that Rate Calculation Date.
• (vii) "CLP DÓLAR OBS" or "CLP10" each means that the Spot Rate for a Rate Calculation Date will be the Chilean Peso/U.S. Dollar "observado" rate, expressed as the amount of Chilean Pesos per one U.S. Dollar, for settlement in one Business Day reported by the Banco Central de Chile (www.bcentral.cl) as the "Dólar Observado" (Dollar Observado) rate by not later than 10:30 a.m., Santiago time, on the first Business Day following that Rate Calculation Date.
• (viii) "EMTA CLP INDICATIVE SURVEY RATE" or "CLP11" each means that the Spot Rate for a Rate Calculation Date will be the Chilean Peso/U.S. Dollar Specified Rate for U.S. Dollars, expressed as the amount of Chilean Pesos per one U.S. Dollar, for settlement on the same day, as published on EMTA's web site (www.emta.org) at approximately 11:00 a.m., Santiago time, or as soon thereafter as practicable, on such Rate Calculation Date. The Spot Rate shall be calculated by EMTA (or a service provider EMTA may select in its sole discretion) pursuant to the EMTA CLP Indicative Survey Methodology (which means a methodology, dated as of 1 August 2006, as amended from time to time, for a centralised industry-wide survey of financial institutions that are

active participants in the Chilean Peso/U.S. Dollar markets for the purpose of determining the EMTA CLP Indicative Survey Rate).

(d) Colombian Peso

• (i) "COP CO/COL03" or "COP01" each means that the Spot Rate for a Rate Calculation Date will be the Colombian Peso/U.S. Dollar fixing rate, expressed as the amount of Colombian Pesos per one U.S. Dollar, for settlement on the same day reported by the Colombian Banking Superintendency which appears on the Reuters Screen CO/COL03 Page to the right of the caption "TCRM" ("Tasa de Cierre Representative del Mercado" or closing market price) below the heading "Hoy" at approximately 9:30 a.m., Bogota time, on the first Business Day following that Rate Calculation Date.
• (ii) "COP TRM" or "COP02" each means that the Spot Rate for a Rate Calculation Date will be the Colombian Peso/U.S. Dollar fixing rate, expressed as the amount of Colombian Pesos per one U.S. Dollar, for settlement on the same day reported by the Colombian Financial Superintendency (www.banrep.gov.co) as the "Tasa Representativa del Mercado (TRM)" (also referred to as the "Tasa de Cambio Representativa del Mercado" (TCRM)) by not later than 10:30 a.m., Bogotá time, on the first Business Day following that Rate Calculation Date.
• (iii) "EMTA COP INDICATIVE SURVEY RATE" or "COP03" each means that the Spot Rate for a Rate Calculation Date will be the Colombian Peso/U.S. Dollar Specified Rate for U.S. Dollars, expressed as the amount of Colombian Pesos per one U.S. Dollar, for settlement on the same day, as published on EMTA's web site (www.emta.org) at approximately 11:30 a.m., Bogotá time, or as soon thereafter as practicable, on such Rate Calculation Date. The Spot Rate shall be calculated by EMTA (or a service provider EMTA may select in its sole discretion) pursuant to the EMTA COP Indicative Survey Methodology (which means a methodology, dated as of 1 August 2006, as amended from time to time, for a centralised industry-wide survey of financial institutions that are active participants in the Colombian Peso/U.S. Dollar markets for the purpose of determining the EMTA COP Indicative Survey Rate).

(e) Ecuadorian Sucre

• (i) "ECS DNRP" or "ECS01" each means that the Spot Rate for a Rate Calculation Date will be the Ecuadorian Sucre/U.S. Dollar Specified Rate, expressed as the amount of Ecuadorian Sucres per one U.S. Dollar, for settlement in one Business Day which appears on Reuters Screen DNRP Page below the caption "Official" at 12:00 noon, Guayaquil time, on that Rate Calculation Date.
• (ii) "ECS ECBCE02" or "ECS02" each means that the Spot Rate for a Rate Calculation Date will be the Ecuadorian Sucre/U.S. Dollar Specified Rate, expressed as the amount of Ecuadorian Sucres per one U.S. Dollar, for settlement in one Business Day which appears on Reuters Screen ECBCE02 Page at the Specified Time on that Rate Calculation Date.

(f) Mexican Peso

(i) "MXP BNMX" or "MXP01" each means that the Spot Rate for a Rate Calculation Date will be the Mexican Peso/U.S. Dollar fixing rate, expressed as the amount of Mexican Pesos per one U.S. Dollar, for settlement in two Business Days reported by Banco de Mexico which appears on the Reuters Screen BNMX Page opposite the caption "Fix" at the close of business in Mexico City on that Rate Calculation Date.

• (ii) "MXP FIXING RATE" or "MXP02" each means that the Spot Rate for a Rate Calculation Date will be the Mexican Peso/U.S. Dollar fixing rate, expressed as the amount of Mexican Pesos per one U.S. Dollar, for settlement in two Business Days which is published by Banco de Mexico in the Official Gazette of the Federation pursuant to the "Disposiciones aplicables a la determinacion del tipo de Câmbio para solventar obligaciones denominadas en moneda extranjera pagaderas en la Republica Mexicana" (Rules applicable to determine the exchange rate to pay obligations denominated in foreign currency payable in Mexico) on the first Business Day following that Rate Calculation Date.
• (iii) "MXP MEX01" or "MXP03" each means that the Spot Rate for a Rate Calculation Date will be the Mexican Peso/U.S. Dollar fixing rate, expressed as the amount of Mexican Pesos per one U.S. Dollar, for settlement in two Business Days reported by Banco de Mexico which appears on Reuters Screen MEX01 Page under the heading "MXNFIX=RR", at the close of business in Mexico City on that Rate Calculation Date.
• (iv) "MXP PUBLISHED" or "MXP04" each means the Spot Rate for a Rate Calculation Date will be the Mexican Peso/U.S. Dollar fixing rate, expressed as the amount of Mexican Pesos per one U.S. Dollar, for settlement in two Business Days published by the Bolsa Mexicana de Valores, S.A. de C.V. (as established in Section 2 of the "Resolution concerning the exchange rate applicable for calculating the Mexican Peso equivalent of principal and interest of Mexican Treasury Notes denominated in foreign currency and payable in Mexican Pesos" published in the Diário Oficial de la Federacion on 11 November 1991) in the Movimiento Diário del Mercado de Valores de la Bolsa Mexicana de Valores, S.A. de C.V. under the heading "Movimiento Diário del Mercado de Valores" on that Rate Calculation Date.

(g) Peruvian Sol

• (i) "PEN PDSB" or "PEN01" each means that the Spot Rate for a Rate Calculation Date will be the Peruvian Sol/U.S. Dollar Specified Rate, expressed as the amount of Peruvian Sols per one U.S. Dollar, for settlement on that same day which appears on the Reuters Screen PDSB Page in the row entitled "INTRB" and below the caption "ULT/REUTERS" at approximately 12:00 noon, Lima time, on that Rate Calculation Date.
• (ii) "PEN PDSC" or "PEN02" each means that the Spot Rate for a Rate Calculation Date will be the Peruvian Sol/U.S. Dollar interbank rate expressed as the amount of Peruvian Sols per one U.S. Dollar, for settlement on that same day which appears on the Reuters Screen PDSC Page below the caption "INTERBANCARIO" as of 11:00 a.m., Lima time, on that Rate Calculation Date.

• (iii) "PEN WT AVE" or "PEN03" each means that the Spot Rate for a Rate Calculation Date will be the midpoint of the Peruvian Sol/U.S. Dollar closing weighted average bid and offer ("compra y venta") exchange rates expressed as the amount of Peruvian New Soles per one U.S. Dollar for settlement on the same day, reported by the Superintendencia de Banca, Seguros y AFP (www.sbs.gob.pe) of the Republic of Peru at approximately 5:00 p.m., Lima time, on that Rate Calculation Date.

• (iv) "EMTA PEN INDICATIVE SURVEY RATE" or "PEN04" each means that the Spot Rate for a Rate Calculation Date will be the Peruvian Sol/U.S. Dollar Specified Rate for U.S. Dollars, expressed as the amount of Peruvian Soles per one U.S. Dollar, for settlement on the same day, as published on EMTA's web site (www.emta.org) at approximately 11:00 a.m., Lima time, or as soon thereafter as practicable, on such Rate Calculation Date. The Spot Rate shall be calculated by EMTA (or a service provider EMTA may select in its sole discretion) pursuant to the EMTA PEN Indicative Survey Methodology (which means a methodology, dated as of 1 August 2006, as amended from time to time, for a centralised industry-wide survey of financial institutions that are active participants in the Peruvian Sol/U.S. Dollar markets for the purpose of determining the EMTA PEN Indicative Survey Rate).

• (v) "PEN INTERBANK AVE" or "PEN05" each means that the Spot Rate for a Rate Calculation Date will be the Peruvian Sol/U.S. Dollar average exchange rate in the interbank market expressed as the amount of Peruvian New Soles per one U.S. Dollar for settlement on the same day reported by the Banco Central de Reserva del Peru (www.bcrp.gob.pe) as the "Tipo de Cambio Interbancario Promedio" at approximately 2:00 p.m., Lima time, on that Rate Calculation Date.

(h) Venezuelan Bolivar

(i) "VEF FIX" or "VEF01" each means that the Spot Rate for a Rate Calculation Date will be the midpoint of the Venezuelan Bolivar/U.S. Dollar Tipo de Câmbio De Referencia buying and selling rates, expressed as the amount of Venezuelan Bolivar per one U.S. Dollar, for settlement in two Business Days reported by the Banco Central de Venezuela (www.bcv.org.ve) at approximately 5:00 p.m., Caracas time, on that Rate Calculation Date.

2.4. Middle East/Africa

(a) Israeli Shekel

• (i) "ILS BOIJ" or "ILS01" each means that the Spot Rate for a Rate Calculation Date will be the Israeli Shekel/U.S. Dollar fixing rate, expressed as the amount of Israeli Shekels per one U.S. Dollar, for settlement in two Business Days reported by the Bank of Israel which appears on the Reuters Screen BOIJ Page opposite the symbol "USD" and below the caption "REP RATES" at approximately 3:15 p.m., Tel Aviv time, on that Rate Calculation Date.
• (ii) "ILS FXIL" or "ILS02" each means that the Spot Rate for a Rate Calculation Date will be the Israeli Shekel/U.S. Dollar Specified Rate, expressed as the amount of Israeli Shekels per one U.S. Dollar, for settlement in two Business Days which appears on the Reuters Screen FXIL Page at the Specified Time, on that Rate Calculation Date.

(b) Lebanese Pound

(i) "LBP BDLX" or "LBP01" each means that the Spot Rate for a Rate Calculation Date will be the Lebanese Pound/U.S. Dollar Specified Rate, expressed as the amount of Lebanese Pounds per one U.S. Dollar, for settlement in two Business Days which appears on the Reuters Screen BDLX Page as of 12:00 noon, Beirut time, on that Rate Calculation Date.

(c) Moroccan Dirham

(i) "MAD OFFICIAL RATE" or "MAD01" each means that the Spot Rate for a Rate Calculation Date will be the Moroccan Dirham/U.S. Dollar Specified Rate, expressed as the amount of Moroccan Dirham per one U.S. Dollar, for settlement in two Business Days reported by the Central Bank of Morocco as of 1:00 p.m., Rabat time, on that Rate Calculation Date.

INFLATION LINKED ANNEX

Table of Contents

PART A – DESCRIPTION AND RISK FACTORS

• 1. Brief description of Inflation Linked Securities.
• 1. Risk Factors relating to Inflation Linked Securities

PART B – ADDITIONAL TERMS AND CONDITIONS FOR INFLATION LINKED SECURITIES

• 1 Index Delay and Disruption Event Provisions
• 2 Additional Disruption Events

PART C – DEFINITIONS AND INTERPRETATIONS APPLICABLE TO INFLATION LINKED SECURITIES

• 1 Definitions
• 2 Index Descriptions

PART A – DESCRIPTION AND RISK FACTORS

1. BRIEF DESCRIPTION OF INFLATION LINKED SECURITIES.

Inflation Linked Securities are Securities where in relation to payments of interest on any Notes or any other amounts payable or deliverable in respect of any Warrants, as indicated in the applicable Final Terms, will be calculated by reference to and/or be contingent upon the performance of an inflation index over a fixed period of time or on fixed dates.

2. RISK FACTORS RELATING TO INFLATION LINKED SECURITIES

Inflation Linked Securities have a different risk profile to ordinary unsecured debt securities as the return on an Inflation Linked Security is linked to the performance of an inflation index.

This section describes additional factors to which prospective investors should have regard when considering an investment in Inflation Linked Securities. Prospective investors are also referred to the factors set out in the section headed "Risk Factors" of the Base Prospectus.

2.1. The Securities are linked to the performance of an inflation index

If the applicable Final Terms specify that any amount is linked to an inflation index, the Securities carry particular risks (each, a "Relevant Factor") associated with inflation linked investments. Each investor and prospective investor should be aware that such amount will be affected by the performance of the Index.

Investors and prospective investors should be aware that as a result:

• (a) the market price of the Securities may be very volatile;
• (b) they may receive no interest;
• (c) payment of principal or interest may occur at a different time than expected;
• (d) they may lose all or a substantial portion of their principal;
• (e) a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices;
• (f) if a Relevant Factor is applied to the Securities in conjunction with a multiplier greater than one or contains some other leverage factor, the effect of changes in the Relevant Factor on principal or interest payable will likely be magnified;
• (g) the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the effect on yield.

2.2. Failure to Publish or Announce Relevant Level of Index

In the event that the Relevant Level has not been published or announced on or prior to the Cut-off Date, the Substitute Index Level determined by the Determination Agent as a result thereof may differ from the Index Level (if any) published or announced after the Cut-off Date. Such event may have an effect on the valuation of the Securities and on any inflation linked amount payable as a result thereof. The Substitute Index Level so determined by the Determination Agent may be significantly different from the level of the Index most recently published or announced.

PART B – ADDITIONAL TERMS AND CONDITIONS FOR INFLATION LINKED SECURITIES

The terms and conditions applicable to Inflation Linked Securities shall comprise the Conditions and the additional terms and conditions set out below (the "Inflation Linked Conditions"), in each case subject to completion and/or amendment in the applicable Final Terms. In the event of any inconsistency between the Conditions and the Inflation Linked Conditions set out below, the Inflation Linked Conditions shall prevail. In the event of any inconsistency between (i) the Conditions and/or the Inflation Linked Conditions and (ii) the Final Terms, the Final Terms shall prevail. The Inflation Linked Conditions is a Relevant Annex for the purposes of the Conditions and any Securities specified as to be Inflation Linked Securities in the applicable Final Terms. Capitalised terms used herein but not otherwise defined shall have the meanings given to them in the Conditions or the applicable Final Terms.

1 Index Delay and Disruption Event Provisions

1.1 Delay of Publication

If the Determination Agent determines that any Index Level for a Reference Month which is relevant to the calculation of a payment under the Securities and/or the determination of any exercise right or redemption or cancellation of the Securities (a "Relevant Level") has not been published or announced by the Cut-off Date, the Determination Agent shall determine an index level in place of such Relevant Level (a "Substitute Index Level") by using the following methodology:

• 1.1.1 if "Related Bond" is specified as applicable in the applicable Final Terms, the Determination Agent shall take the same action to determine the Substitute Index Level for the Affected Payment Date as that taken pursuant to the terms and conditions of the Related Bond;
• 1.1.2 if (I) "Related Bond" is specified as not applicable in the applicable Final Terms, or (II) the Determination Agent is not able to determine a Substitute Index Level for the Affected Payment Date pursuant to paragraph 1.1.1 above for any reason, then the Determination Agent shall determine the Substitute Index Level by reference to the following formula:

Substitute Index Level = Base Level x (Latest Level / Reference Level); or

1.1.3 otherwise in accordance with any formula or method specified in the applicable Final Terms,

where:

"Base Level" means the Index Level (excluding any "flash" estimates) published or announced by the Index Sponsor in respect of the month that is 12 calendar months prior to the month for which the Substitute Index Level is being determined.

"Latest Level" means the latest Index Level (excluding any "flash" estimates) published or announced by the Index Sponsor prior to the month in respect of which the Substitute Index Level is being determined.

"Reference Level" means the Index Level (excluding any "flash" estimates) published or announced by the Index Sponsor in respect of the month that is 12 calendar months prior to the month referred to in "Latest Level" above.

If a Relevant Level is published or announced at any time on or after the Cut-off Date, such Relevant Level will not be used in any calculations. The Substitute Index Level so determined pursuant to this Inflation Linked Condition 1 will be the definitive level for that Reference Month.

1.2 Cessation of Publication

If the Determination Agent determines that the Index Level has not been published or announced by the Index Sponsor for two consecutive months or the Index Sponsor announces that it will no longer continue to publish or announce the Index and/or the Index Sponsor cancels the Index then the Determination Agent shall determine an Index in lieu of any previously applicable Index (a "Successor Index") for the purposes of the Securities by using the following methodology:

• 1.2.1 if "Related Bond" is specified as applicable in the applicable Final Terms, the Determination Agent shall determine a Successor Index by reference to the corresponding successor index determined under the terms and conditions of the Related Bond; or
• 1.2.2 if (x) "Related Bond" is specified as not applicable in the applicable Final Terms, or (y) a Related Bond Redemption Event has occurred and "Fallback Bond" is specified as not applicable in the applicable Final Terms, the Index Sponsor announces that it will no longer publish or announce the Index but that it will be superseded by a replacement Index specified by the Index Sponsor, and the Determination Agent determines that such replacement index is calculated using the same or substantially similar formula or method of calculation as used in the calculation of the previously applicable Index, such replacement index shall be deemed the Successor Index for the purposes of the Securities from the date that such replacement Index comes into effect; or
• 1.2.3 if no Successor Index has been determined under Inflation Linked Condition 1.2.1 or 1.2.2 above, the Determination Agent shall ask five leading independent dealers to state what the replacement index for the Index should be. If between four and five responses are received, and of those four or five responses, three or more leading independent dealers state the same index, this index will be deemed the Successor Index. If three responses are received, and two or more leading independent dealers state the same index, this index will be deemed the Successor Index. If fewer than three responses are received by the Cut-off Date, the Determination Agent will determine an alternative index for such Affected Payment Date, and such index will be deemed a Successor Index.
• 1.2.4 if the Determination Agent determines that there is no appropriate alternative index, there will be deemed to be no Successor Index and an Index Cancellation will be deemed to have occurred.

The Determination Agent shall determine the date on which the Successor Index shall be deemed to replace the Index for the purposes of the Securities. Notice of the determination of a Successor Index, the effective date of the Successor Index or the occurrence of an Index Cancellation shall be given to Securityholders by the Issuer in accordance with the Conditions.

1.3 Adjustments

1.3.1 Successor Index

If a Successor Index is determined in accordance with Inflation Linked Condition 1.2, the Determination Agent may make any adjustment or adjustments (without limitation) to any amount payable under the Securities and/or any other relevant term of the Securities as the Determination Agent deems necessary. The Issuer shall give notice to the Securityholders of any such adjustment in accordance with the Conditions.

1.3.2 Substitute Index Level

If the Determination Agent determines a Substitute Index Level in accordance with Inflation Linked Condition 1.1, the Issuer may make any adjustment or adjustments (without limitation) to (x) the Substitute Index Level determined in accordance with Inflation Linked Condition 1.1 and/or (y) any amount payable under the Securities and/or any other relevant term of the Securities as the Determination Agent deems necessary. The Issuer shall give notice to the Securityholders of any such adjustment in accordance with the Conditions.

1.3.3 Index Level Adjustment Correction

• (a) The first publication or announcement of the Relevant Level (disregarding estimates) by the Index Sponsor for any Reference Month shall be final and conclusive and, subject to Inflation Linked Condition 1.3.5(b) below, later revisions to the level for such Reference Month will not be used in any calculations, save that in respect of the EUR-All Items-Revised Consumer Price Index, the ESP National-Revised Consumer Price Index (CPI) and the ESP-Harmonised-Revised Consumer Price Index HCPI, revisions to the Relevant Level which are published or announced up to and including the day that is two Business Days prior to any relevant Payment Date will be valid and the revised Relevant Level for the relevant Reference Month will be deemed to be the final and conclusive Relevant Level for such Reference Month. The Issuer shall give notice to the Securityholders of any valid revision in accordance with the Conditions.
• (b) If, within 30 days of publication or at any time prior to a Payment Date in respect of which a Relevant Level will be used in any calculation or determination in respect of such Payment Date, the Determination Agent determines that the Index Sponsor has corrected the Relevant Level to correct a manifest error, the Determination Agent may make any adjustment to any amount payable under the Securities and/or any other relevant term of the Securities as the Determination Agent deems appropriate as a result of that correction. The Issuer shall give notice to the Securityholders of any such adjustment and/or amount in accordance with the Conditions.
• (c) If a Relevant Level is published or announced at any time after the Cut-off Date in respect of an Affected Payment Date in respect of which a Substitute Index Level was determined, the Determination Agent may either (A) determine that

such Relevant Level shall not be used in any calculation or determination under the Securities and that the Substitute Index Level shall be deemed to be the definitive Relevant Level for the relevant Reference Month, or (B) request the Issuer to make any adjustment to any amount payable under the Securities and/or any other relevant term of the Securities as it deems appropriate as a result of the announcement or publication of the Relevant Level and/or determine the amount (if any) that is payable as a result of such publication or announcement. The Issuer shall give notice to the Securityholders of any determination in respect of (A) or (B), together with any adjustment and/or amount in respect thereof, in accordance with the Conditions.

1.3.4 Rebasing

If the Determination Agent determines that the Index has been or will be rebased at any time, the Index as so rebased (the "Rebased Index") will be used for purposes of determining the Index Level from the date of such rebasing (the "Rebased Index Level") unless "Use of Re-based Index" is specified as not applicable in the applicable Final Terms in which case no adjustments shall be made to the Index and/or the terms of the Securities solely as a result of such rebasing. If the rebased index is to be used, notwithstanding the foregoing, the Determination Agent may make (A) if "Related Bond" is specified as applicable in the applicable Final Terms, any adjustments as are made pursuant to the terms and conditions of the Related Bond, if any, to the Rebased Index Levels so that the Rebased Index Levels reflect the same rate of inflation as the Index before the rebasing and/or (B) if "Related Bond" is specified as not applicable in the applicable Final Terms or a Related Bond Redemption Event has occurred, the Determination Agent may make adjustments to the levels of the Rebased Index so that the Rebased Index levels reflect the same rate of inflation as the Index before it was rebased and in each case the Issuer may make any adjustments to any amount payable under the Securities and/or any other term of the Securities as the Determination Agent may deem necessary. Unless "Acceleration upon Re-basing of Index" is specified as not applicable in the applicable Final Terms, if the Determination Agent determines that neither (A) nor (B) above would produce a commercially reasonable result, the Determination Agent may redeem or cancel each Security, as applicable, on a date notified by the Issuer to Securityholders in accordance with the Conditions at its Early Cash Settlement Amount or such other amount specified in, or determined in the manner specified in, the applicable Final Terms. Notice of any adjustment, redemption of the Securities or determination pursuant to this paragraph shall be given to Securityholders in accordance with the Conditions.

1.3.5 Index Modification

(a) If on or prior to the Cut-off Date in respect of any Payment Date, the Determination Agent determines that an Index Modification has occurred the Determination Agent may (A) if "Related Bond" is specified as applicable in the applicable Final Terms, make any adjustments to the Index, any Relevant Level and/or any other relevant term of the Securities (including, without limitation, any amount payable under the Securities), consistent with any adjustments made to the Related Bond as the Determination Agent deems necessary, or (B) if "Related Bond" is specified as not applicable in the Final Terms or a Related Bond Redemption Event has occurred make only those adjustments to the relevant Index, any Relevant Level and/or any other term of the Securities (including, without limitation, any amount payable under the Securities), as the Determination Agent deems necessary for the modified Index to continue as the Index and to account for the economic effect of the Index Modification.

(b) If the Determination Agent determines that an Index Modification has occurred at any time after the Cut-off Date in respect of any Payment Date, the Determination Agent may determine either to ignore such Index Modification for the purposes of any calculation or determination made by the Determination Agent with respect to such Payment Date, in which case the relevant Index Modification will be deemed to have occurred with respect to the immediately succeeding Payment Date such that the provisions of sub-paragraph (a) above will apply, or, notwithstanding that the Index Modification has occurred following the Cut-off Date, to make any adjustments as the Determination Agent deems fit in accordance with sub-paragraph (a) above.

1.3.6 Index Cancellation

If the Determination Agent determines that an Index Cancellation has occurred, the Issuer may redeem or cancel each Security, as applicable, on the date notified by the Issuer to Securityholders in accordance with the Conditions at the Early Cash Settlement Amount. Notice of any redemption of the Security shall be given to Securityholders in accordance with the Conditions.

1.3.7 Rounding

For purposes of any calculations by the Determination Agent in connection with the Index, all percentages resulting from such calculations will be rounded, if necessary, either:

• (a) if "Related Bond" is specified as applicable in the applicable Final Terms, in accordance with the rounding conventions of the documentation governing the Related Bond; or
• (b) if "Related Bond" is specified as not applicable in the applicable Final Terms, (x) in respect of percentages determined through the use of interpolation by reference to two Index Levels, in accordance with the method set forth in subsection (y) below, but to the same degree of accuracy as the two rates used to make the calculation (except that such percentages will not be rounded to a lower degree of accuracy than the nearest one thousandth of a percentage point (0.001%)), (y) in all other cases, to the nearest one hundred-thousandth of a percentage point (e.g., 9.876541% (or .09876541) being rounded down to 9.87654% (or .0987654) and 9.876545% (or .09876545) being rounded up to 9.87655% (or .0987655)) and

if subsection (b) of this Inflation Linked Condition 1.3.7 is applicable, all currency amounts used in or resulting from any calculations by the Determination Agent in connection with the Index will be rounded in the manner indicated for each of the currencies set forth below, and to the nearest two decimal places in the relevant currency (with .005 being rounded upwards (e.g.,.674 being rounded down to .67 and .675 being rounded up to .68)) if the currency is other than those currencies set forth below:

• (i) Chilean Peso: round to the nearest whole Chilean Peso (with one half Chilean Peso being rounded up);
• (ii) Hungarian Forint: round to the nearest whole Hungarian Forint (with one half Hungarian Forint being rounded up);
• (iii) Japanese Yen: round down to the next lower whole Japanese Yen; and
• (iv) Korean Won: round down to the next lower whole Korean Won.

2 Additional Disruption Events

Hedging Disruption and Increased Cost of Hedging shall not constitute Additional Disruption Events for the purposes of any Inflation Linked Security, unless otherwise specified in the applicable Final Terms.

PART C – DEFINITIONS AND INTERPRETATIONS APPLICABLE TO INFLATION LINKED SECURITIES

1 Definitions

To the extent that the provisions of this Annex apply to Notes, references to: (i) "Securities" and "Securityholders" shall be construed as references to the relevant Notes and Noteholders; (ii) "Issuer" shall be construed as references to the Note Issuer; and (iii) "Determination Agent" shall be construed as references to the Note Determination Agent. To the extent that the provisions of this Annex apply to Warrants, references to: (i) "Securities" and "Securityholders" shall be construed as references to the relevant Warrants and Warrantholders; (ii) "Issuer" shall be construed as references to the Warrant Issuer; and (iii) "Determination Agent" shall be construed as references to the Warrant Determination Agent.

"Affected Payment Date" means each date on which a payment is due to be made under the Securities in respect of which the Index Level has not been published or announced.

"Cut-off Date" means, in respect of a Payment Date, five Business Days prior to such Payment Date, unless otherwise stated in the applicable Final Terms.

"Fallback Bond" means a bond selected by the Determination Agent and issued by the government of the country to whose level of inflation the Index relates and which pays a coupon or redemption amount which is calculated by reference to the Index, with a maturity date which falls on (a) the same day as the Note Redemption Date or Warrant Settlement Date, as applicable, (b) the next date after the Redemption Date if there is no such bond maturing on the Note Redemption Date, or (c) the next shortest maturity before the Note Redemption Date or Warrant Settlement Date, as applicable if no bond defined in (a) or (b) is selected by the Determination Agent. If the Index relates to the level of inflation across the European Monetary Union, the Determination Agent will select an inflation-linked bond that is a debt obligation of one of the governments (but not any government agency) of France, Italy, Germany or Spain and which pays a coupon or redemption amount which is calculated by reference to the level of inflation in the European Monetary Union. In each case, the Determination Agent will select the Fallback Bond from those inflation-linked bonds issued on or before the Issue Date and, if there is more than one inflation-linked bond maturing on the same date, the Fallback Bond shall be selected by the Determination Agent from those bonds. If the Fallback Bond redeems the Determination Agent will select a new Fallback Bond on the same basis, but selected from all eligible bonds in issue at the time the original Fallback Bond redeems (including any bond for which the redeemed bond is exchanged).

"Index" means the index specified in the applicable Final Terms or any Successor Index as nominated by the Determination Agent pursuant to the terms hereof.

"Index Cancellation" means a level for the Index has not been published or announced for two consecutive months and/or the Index Sponsor cancels the Index and/or the Index Sponsor announces that it will no longer continue to publish or announce the Index and no Successor Index exists.

"Index Level" means the first publication or announcement of a level of the Index for a Reference Month.

"Index Sponsor" means the entity that publishes or announces (directly or through an agent) the Index Level, which as of the Issue Date is the index sponsor specified in the applicable Final Terms.

"Inflation Linked Securities" means a Security, in respect of which payments of interest or any other amount payable or deliverable on exercise; and/or any additional amounts payable or deliverable in respect of such Security, as indicated in the applicable Final Terms, will be calculated by reference to and/or contingent upon the Index Level or performance of the Index as specified in the applicable Final Terms.

"Payment Date" means a day on which a payment is due to be made in respect of the Securities, the amount of which is to be determined by reference to the Index Level or any Substitute Index Level.

"Reference Month" means, unless otherwise specified in the Final Terms, the calendar month for which the Index Level was reported, regardless of when this information is published or announced. If the period for which the Index Level was reported is a period other than a month, the Reference Month is the period for which the Index Level was reported.

"Related Bond" means the bond specified as such in the applicable Final Terms:

• (i) If "Fallback Bond" is specified under the Related Bond heading in the applicable Final Terms, then for any Related Bond determination, the Determination Agent shall use the Fallback Bond;
• (ii) If no bond is specified in the applicable Final Terms as the Related Bond and "Fallback Bond: N/A" is specified in the applicable Final Terms, there will be no Related Bond; or
• (iii) If a bond is specified as the Related Bond in the applicable Final Terms, and that bond redeems or matures prior to the Note Redemption Date or Warrant Settlement Date, as applicable, unless "Fallback Bond: N/A" is specified in the applicable Final Terms, the Determination Agent shall use the Fallback Bond for any Related Bond determination.

"Related Bond Redemption Event" means, if specified as applicable in the applicable Final Terms, at any time prior to the Redemption Date, (i) the Related Bond is redeemed, repurchased or cancelled; (ii) the Related Bond becomes repayable prior to its stated date of maturity for whatever reason; or (iii) the issuer of the Related Bond announces that the Related Bond will be redeemed, repurchased or cancelled prior to its stated date of maturity.

2 Index Descriptions

Where the following Index Descriptions have been specified in the applicable Final Terms as the applicable Index, the following terms and expressions shall have the following meanings:

2.1 Australia

2.1.1 "AUD — Non-revised Consumer Price Index (CPI)" means the "Non-revised Index of Consumer Prices for Weighted Average of Eight Capital Cities: All - Groups Index before Seasonal Adjustment", or relevant Successor Index, measuring the rate of inflation in Australia, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.2 Austria

• 2.2.1 "AUS Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index (2005)", or relevant Successor Index, measuring the rate of inflation in Austria, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.2.2 "AUS Non-revised Harmonised Indices of Consumer Prices (HICP)" means the "Non-revised Harmonised Index of Consumer Prices (2005)", or relevant Successor Index, measuring the rate of inflation in Austria, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.3 Belgium

• 2.3.1 "BLG Non-revised Harmonised Consumer Price Index (HICP)" means the "Non-revised Harmonised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in Belgium, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.3.2 "BLG Non-revised Consumer Price Index General Index (CPI)" means the "Non-revised Consumer Price Index — General Index", or relevant Successor Index, measuring the rate of inflation in Belgium, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.3.3 "BLG Non-revised Consumer Price Index Health Index (CPI)" means the "Non-revised Consumer Price Index — Health Index", or relevant Successor Index, measuring the rate of inflation in Belgium, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.4 Brazil

• 2.4.1 "BRL Non-revised Consumer Price Index (IPCA)" means the "Non-revised Extensive National Consumer Price Index", or relevant Successor Index, measuring the rate of inflation in Brazil, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.4.2 "BRL Non-revised Price Index (IGP-M)" means the "IGP-M General Price Index", or relevant Successor Index, measuring the rate of inflation in Brazil,

expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.5 Canada

2.5.1 "CAD — Non-revised Consumer Price Index (CPI)" means the "Non-revised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in Canada, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.6 Chile

2.6.1 "CLP — Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index", or relevant Successor Index, measuring the rate of inflation in Chile, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.7 China

2.7.1 "CNY — Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index", or relevant Successor Index, measuring the rate of inflation in China, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.8 Czech Republic

2.8.1 "CZK — Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price index", or relevant Successor Index, measuring the rate of inflation in the Czech Republic, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.9 Denmark

• 2.9.1 "DKK Non-revised Consumer Price Index (CPI)" means the "Non-revised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in Denmark, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.9.2 "DKK Harmonised-Non-revised Consumer Price Index (HICP)" means the "Non-revised Harmonised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in Denmark, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and

conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.10 European Union

• 2.10.1 "EUR Excluding Tobacco-Non-revised Consumer Price Index" means the "Non-revised Index of Consumer Prices excluding Tobacco", or relevant Successor Index, measuring the rate of inflation in the European Monetary Union excluding tobacco, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.10.2 "EUR All Items-Non-revised Consumer Price Index" means the "Nonrevised Harmonised Index of Consumer Prices All Items", or relevant Successor Index, measuring the rate of inflation in the European Monetary Union expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.10.3 "EUR All Items–Revised Consumer Price Index" means the "Revised Harmonised Index of Consumer Prices All Items", or relevant Successor Index, measuring the rate of inflation in the European Monetary Union expressed as an index and published by the Index Sponsor. The Index Level shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.11 Finland

• 2.11.1 "FIN Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index", or relevant Successor Index, measuring the rate of inflation in Finland, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.11.2 "FIN Harmonised-Non-revised Consumer Price Index (HICP)" means the "Non-revised Harmonised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in Finland, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.12 France

2.12.1 "FRC — Excluding Tobacco-Non-Revised Consumer Price Index" means the "Non-revised Index of Consumer Prices excluding Tobacco", or relevant Successor Index, measuring the rate of inflation in France excluding tobacco expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.12.2 "FRC — Harmonised-Non-revised Consumer Price Index (HICP)" means the "Non-revised Harmonised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in France, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.13 Germany

• 2.13.1 "DEM Non-revised Consumer Price Index (CPI)" means the "Non-revised All Items Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in Germany, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.13.2 "DEM Non-revised Consumer Price Index for North Rhine-Westphalia" means the "Non-revised Index of Consumer Prices for North Rhine-Westphalia", or relevant Successor Index, measuring the rate of inflation in North Rhine-Westphalia, Germany, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.13.3 "DEM Non-revised Harmonised Consumer Price Index (HICP)" means the "Non-revised Harmonised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in Germany, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.14 Greece

• 2.14.1 "GRD Harmonised-Non-revised Consumer Price Index (HICP)" means the "Non-revised Harmonised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in Greece expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.14.2 "GRD Non-revised Consumer Price Index (CPI)" means the "Non-revised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in Greece expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.15 Hong Kong

2.15.1 "HKD — Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index", or relevant Successor Index, measuring the rate of inflation in Hong Kong, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.16 Hungary

2.16.1 "HUF — Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index", or relevant Successor Index, measuring the rate of inflation in Hungary, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.17 Iceland

• 2.17.1 "ISK Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index", or relevant Successor Index, measuring the rate of inflation in Iceland, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.17.2 "ISK Harmonised Consumer Price Index (HICP)" means the "Non-revised Harmonised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in Iceland, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.18 Indonesia

2.18.1 "IDR — Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index", or relevant Successor Index, measuring the rate of inflation in Indonesia, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.19 Ireland

• 2.19.1 "IRL Non-revised Consumer Price Index (CPI)" means the "Consumer Price Index-All Items", or relevant Successor Index, measuring the rate of inflation in Ireland, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.19.2 "IRL Harmonised-Non-revised Consumer Price Index (HICP)" means the "Non-revised Harmonised Index of Consumer Prices — All Items", or relevant Successor Index, measuring the rate of inflation in Ireland, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and

conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.20 Israel

2.20.1 "ILS — Non-revised Consumer Price Index (CPI)" means the "Consumer Price Index-General", or relevant Successor Index, measuring the rate of inflation in Israel, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.21 Italy

• 2.21.1 "ITL Whole Community –Excluding Tobacco Consumer Price Index" means the "Indice nazionale dei prezzi al consumo per l'intera collettività (NIC) senza tabacchi" or relevant Successor Index, measuring the rate of inflation in Italy expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.21.2 "ITL Whole Community –Including Tobacco Consumer Price Index" means the "Indice nazionale dei prezzi al consumo per l'intera collettività (NIC) con tabacchi", or relevant Successor Index, measuring the rate of inflation in Italy expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.21.3 "ITL Inflation for Blue Collar Workers and Employees–Excluding Tobacco Consumer Price Index" means the "Indice dei prezzi al consumo per famiglie di operai e impiegati (FOI) senza tabacchi", or relevant Successor Index, measuring the rate of inflation in Italy expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.21.4 "ITL Inflation for Blue Collar Workers and Employees–Including Tobacco Consumer Price Index" means the "Indice dei prezzi al consumo per famiglie di operai e impiegati (FOI) con tabacchi", or relevant Successor Index, measuring the rate of inflation in Italy expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.21.5 "ITL Non-revised Harmonised Consumer Price Index (HICP)" means the "Non-revised Harmonised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in Italy, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and

later revisions to the level for such Reference Month will not be used in any calculations.

2.22 Japan

2.22.1 "JPY — Non-revised Consumer Price Index Nationwide General Excluding Fresh Food (CPI)" means the "Non-revised Consumer Price Index Nationwide General Excluding Fresh Food", or relevant Successor Index, measuring the rate of inflation excluding fresh food in Japan, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.23 Luxembourg

• 2.23.1 "LUX Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index", or relevant Successor Index, measuring the rate of inflation in Luxembourg, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.23.2 "LUX Harmonised-Non-revised Consumer Price Index (HICP)" means the "Non-revised Harmonised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in Luxembourg, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.24 Malaysia

2.24.1 "MYR — Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index", or relevant Successor Index, measuring the rate of inflation in Malaysia, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.25 Mexico

• 2.25.1 "MXN Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index", or relevant Successor Index, measuring the rate of inflation in Mexico, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.25.2 "MXN Unidad de Inversion Index (UDI)" means the "Unidad de Inversion Index", or relevant Successor Index, reporting the daily peso value of an Unidad de Inversion (an "UDI"), expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.26 Netherlands

• 2.26.1 "NLG Harmonised-Non-revised Consumer Price Index (HICP)" means the "Non-revised Harmonised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in the Netherlands, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.26.2 "NLG Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index", or relevant Successor Index, measuring the rate of inflation in the Netherlands, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.27 New Zealand

2.27.1 "NZD — Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index", or relevant Successor Index, measuring the rate of inflation in New Zealand, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.28 Norway

2.28.1 "NOK — Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index — All Items", or relevant Successor Index, measuring the rate of inflation in Norway, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.29 Peru

2.29.1 "PER — Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index", or relevant Successor Index, measuring the rate of inflation in Peru, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.30 Poland

2.30.1 "PLN — Non-Revised Consumer Price Index (CPI)" means the "Non-revised Price Indices of Consumer Goods and Services", or relevant Successor Index, measuring the rate of inflation in Poland, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.31 Portugal

• 2.31.1 "POR Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index", or relevant Successor Index, measuring the rate of inflation in Portugal, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.31.2 "POR Harmonised-Non-revised Consumer Price Index (HICP)" means the "Non-revised Harmonised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in Portugal, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.32 Russia

2.32.1 "RUB — Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index", or relevant Successor Index, measuring the rate of inflation in Russia, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.33 Singapore

2.33.1 "SGD — Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index", or relevant Successor Index, measuring the rate of inflation in Singapore, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.34 South Africa

• 2.34.1 "ZAR Non-revised Consumer Price Index Excluding Mortgages (CPIX)" means the "Non-revised Index of Consumer Prices excluding Mortgage", or relevant Successor Index, measuring the rate of inflation excluding mortgages in South Africa, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.34.2 "ZAR Non-revised Consumer Price Index (CPI)" means the "Non-revised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in South Africa, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.35 South Korea

2.35.1 "KRW — Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index", or relevant Successor Index, measuring the rate of inflation in South Korea, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.36 Spain

• 2.36.1 "ESP National-Revised Consumer Price Index (CPI)" means the "Year on Year Revised Index of Consumer Prices", or the relevant Successor Index, measuring the rate of inflation in Spain, expressed as an annual percentage and published by the Index Sponsor. The Index Level shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.36.2 "ESP National-Non-revised Consumer Price Index (CPI)" means the "Non-revised Index of Consumer Prices including Tobacco", or relevant Successor Index, measuring the rate of inflation in Spain expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.36.3 "ESP Harmonised-Revised Consumer Price Index (HICP)" means the "Harmonised Index of Consumer Prices including Tobacco", or the relevant Successor Index, measuring the rate of inflation in Spain expressed as an index and published by the Index Sponsor. The Index Level shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.36.4 "ESP Harmonised-Non-revised Consumer Price Index (HICP)" means the "Non-revised Harmonised Index of Consumer Prices including Tobacco", or relevant Successor Index, measuring the rate of inflation in Spain expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.37 Sweden

2.37.1 "SEK — Non-revised Consumer Price Index (CPI)" means the "Non-revised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in Sweden, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.38 Switzerland

2.38.1 "SWF — Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index", or relevant Successor Index, measuring the rate of inflation in Switzerland, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.39 Taiwan

2.39.1 "TWD — Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index", or relevant Successor Index, measuring the rate of inflation in Taiwan, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations

2.40 Turkey

2.40.1 "TRY — Non-revised Consumer Price Index (CPI)" means the "Non-revised Consumer Price Index", or relevant Successor Index, measuring the rate of inflation in Turkey, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.41 United Kingdom

• 2.41.1 "GBP Non-revised Retail Price Index (UKRPI)" means the "Non-revised Retail Price Index All Items in the United Kingdom", or relevant Successor Index, measuring the all items rate of inflation in the United Kingdom expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.41.2 "GBP Harmonised-Non-revised Consumer Price Index (HICP)" means the "Non-revised Harmonised Index of Consumer Prices", or relevant Successor Index, measuring the rate of inflation in the United Kingdom, expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.
• 2.41.3 "GBP Non-revised Retail Price Index Excluding Mortgage Interest Payments (UKRPIX)" means the "Non-revised Retail Price Index Excluding Mortgage Interest Payments in the United Kingdom", or relevant Successor Index, measuring the all items rate of inflation in the United Kingdom expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for a Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

2.42 United States

2.42.1 "USA — Non-revised Consumer Price Index — Urban (CPI-U)" means the "Non-revised index of Consumer Prices for All Urban Consumers (CPI-U) before seasonal adjustment", or relevant Successor Index, measuring the rate of inflation in the United States expressed as an index and published by the relevant Index Sponsor. The first publication or announcement of a level of such index for such Reference Month shall be final and conclusive and later revisions to the level for such Reference Month will not be used in any calculations.

DESCRIPTION OF THE PREFERENCE SHARES

The following is a description of certain rights attaching to the Preference Shares of each Class which are set out in full in, are subject to, and are qualified in their entirety by reference to, BCCL's Memorandum and Articles of Association and, in relation to each Class of Preference Shares, the resolution of the Board of Directors of BCCL passed in relation to the issue of such Class (together, the "Articles"). Paragraphs in italics are not included in the Articles and contain a summary of certain provisions of Cayman Islands law or a summary of certain procedures of Euroclear and Clearstream, Luxembourg that will be applicable to the Preference Shares of each Class. Euroclear and Clearstream, Luxembourg may, from time to time, change their procedures.

Definitions

For the purposes of the Preference Shares of each Class, unless there is something in the subject or context inconsistent therewith:

"applicable Final Terms"	means, with respect to each Preference Share of each Class, the Final Terms or Pricing Supplement, as the case may, (or the relevant provisions thereof) which are expressed to be applicable to that Class of Preference Share.
"Business Day"	means any day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the Cayman Islands or in London.
"Days to Redemption"	means, in respect of any Preference Share Redemption Date, the number of calendar days from, but excluding, the Warrant Settlement Date in respect of the applicable Class of Preference Share to, and including, such Preference Share Redemption Date.
"Ordinary Shares"	means the ordinary shares of US\$10.00 par value each in the authorised capital of BCCL.
"Preference Shares"	means any preference shares in the authorised share capital of BCCL.
"Preference Share Redemption Amount"	means, with respect to each Preference Share of each Class redeemed, the amount as at the Preference Share Redemption Date for such Class determined as set out in the applicable Final Terms.
"Preference Share Redemption Date"	means, with respect to each Preference Share of each Class, the date set out in the applicable Final Terms or such earlier date as the holders of the Preference Shares of the relevant Class may determine as set out below.
"Share Increase"	means in respect of any Preference Share Redemption Date relating to any Preference Share of a particular Class, the prevailing Barclays Bank PLC's term deposit rate for retail deposits for the term from, but excluding, the Warrant Settlement

	Date in respect of that Class of Preference Share to, and including, such Preference Share Redemption Date divided by 365 and multiplied by the relevant Days to Redemption.
"Statute"	means the Companies Law (2010 Revision) of the Cayman Islands.
"Special Resolution"	means a resolution which has been passed by a majority of not less than two-thirds of the members of BCCL being entitled to vote including an unanimous written resolution of such members.
"Warrant Settlement Date"	means, in respect of each Class of Preference Share, the date specified as in the applicable Final Terms.

Dividends

The Preference Shares shall carry no right to receive dividends.

Capital

In relation to each Class of Preference Shares, the right on a winding up or other return of capital to repayment, in priority to any payment to the holders of Ordinary Shares, of the relevant Preference Share Redemption Amount and, if the assets available for distribution to the holders of the Class are not sufficient to pay to such holders such amounts in respect of each Preference Share of that Class, the available assets shall be distributed to such holders pro rata amongst all the Preference Shares according to their par value.

Redemption

The Preference Shares of each Class shall subject to the provisions of this paragraph and Section 37 of the Statute be redeemed upon and subject to the following terms and conditions:

• (a) The holder of a Preference Share shall have the right at any time after the allotment of any Preference Share (provided it is fully paid) to redeem such Preference Share at the applicable Preference Share Redemption Amount.
• (b) Not less than five Business Days' notice of the intention of the holder of a Preference Share to redeem shall be given to BCCL. The notice shall be in writing and shall state the date upon which such redemption shall take place and the numbers of Preference Shares to be redeemed on the applicable Preference Share Redemption Date. On the applicable Preference Share Redemption Date each holder of the relevant Class of Preference Shares shall deliver up to BCCL the relative certificates for cancellation, and BCCL shall pay the applicable Preference Share Redemption Amount to each such holder redeeming such Preference Shares on the Preference Share Redemption Date.

• (c) If any holder of Preference Shares shall fail or refuse to accept the applicable Preference Share Redemption Amount, such Preference Share Redemption Amount shall be retained and held by BCCL in trust for such holder but without interest or further obligation whatever. If any Preference Share shall not have been redeemed by the Preference Share Redemption Date set out in the applicable Final Terms, such Preference Share shall be deemed to have been redeemed on such date and, pending compliance by the relevant holder with the provisions of paragraph (b) above, the relevant Preference Share Redemption Amount shall be retained and held by BCCL in trust for such holder but without interest or further obligation whatever.

• (d) Preference Shares may be redeemed out of distributable profits or the proceeds of a fresh issue of shares made for the purposes of the redemption or out of capital or in such other ways as permitted by law.

• (e) Any Preference Shares redeemed by BCCL shall be cancelled and such Preference Shares shall thereafter form part of the authorised but unissued share capital of BCCL and shall be capable of re-issue. The directors may convert the authorised share capital created as a consequence of such redemption into shares of any other class of share capital into which the authorised share capital of BCCL is or may at that time be divided of a like nominal amount (as nearly as may be) as the shares of such class then in issue or into unclassified shares of the same nominal amount as the Preference Shares.

Section 37 of the Statute provides that a company limited by shares may, if so authorised by its articles of association, make payments in respect of redemption of its own shares from its profits, proceeds of a fresh issue of its shares or out of its capital. A payment out of capital by a company for redemption of its own shares is not lawful unless immediately following the date on which the payment out of capital is proposed to be made the company is able to pay its debts as they fall due in the ordinary course of business.

It is intended that the Preference Shares of each Class will be initially represented by a single certificate in registered form for the total number of the Preference Shares of the relevant Class. Such certificate may, but need not, be delivered into the physical custody of a common depositary for Euroclear and Clearstream, Luxembourg which will make payment of any amounts received by it to its accountholders in accordance with its published rules and regulations. Where Preference Shares of any Class are held through Euroclear and Clearstream, Luxembourg they shall be redeemed in accordance with the normal procedures of Euroclear and Clearstream, Luxembourg.

Voting rights

The holders of Preference Shares of each Class shall not be entitled to receive notice of, or attend, or vote at any general meeting of BCCL.

No shares ranking in priority to the Preference Shares of any Class should be issued unless the issue and the terms thereof are previously approved in writing by the holders of not less than one-half in number of the issued Preference Shares of that Class.

The rights attached to the Preference Shares of each Class may only, whether or not the BCCL is being wound-up, be varied with the consent in writing of the holders of three-quarters of the issued Preference Shares of the relevant Class, or with the sanction of a Special Resolution passed at a general meeting of the holders of the Preference Shares of the relevant Class provided that all the holders of Preference Shares (including the Preference Shares of the relevant Class) vote as a single class.

Each of Euroclear and Clearstream, Luxembourg will notify its accountholders in the event that any approval or consent referred to in the above paragraphs is requested from it. Each of Euroclear and Clearstream, Luxembourg will, upon receipt of timely requests, take appropriate action consistent with the above to enable rights in respect of the above to be exercised.

Notices

Notices shall be in writing and may be given by BCCL to any holder of a Preference Share either personally or by sending it by post, cable, telex, fax or e-mail to him or to his address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail

address provided by such holder). Any notice, if posted from one country to another, is to be sent airmail.

Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre-paying and posting a letter containing the notice, and shall be deemed to have been received on the fifth day (not including Saturdays or Sundays or public holidays) following the day on which the notice was posted. Where a notice is sent by cable, telex or fax, service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted. Where a notice is given by e-mail service shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent, and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient.

In accordance with their published rules and regulations, each of Euroclear and Clearstream, Luxembourg will notify the holders of securities accounts with it to which any Preference Shares are credited of any such notices received by it.

Form

The Preference Shares will be issued in registered from. Title to the Preference Shares will pass by entry in the register of holder of the Preference Shares maintained by the Issuer.

It is intended that a registered certificate representing the Preference Shares of each Class will be delivered by BCCL either to the sole beneficial owner of the Preference Shares of the relevant Class or, if there is more than one beneficial owner, to the common depositary for Euroclear and Clearstream, Luxembourg on or after the Warrant Settlement Date. The Preference Shares are also eligible for clearing and settlement through Euroclear and Clearstream, Luxembourg. As a result, accountholders should note that they will not themselves receive registered certificates representing Preference Shares but instead Preference Shares will be credited to their securities account with the relevant clearing system. It is anticipated that only in exceptional circumstances (such as the closure of Euroclear and Clearstream, Luxembourg and the non-availability of any alternative or successor clearing system) will registered certificates be issued directly to such accountholders.

Cayman Islands Tax Considerations

Prospective investors should refer to "Taxation – Cayman Islands Taxation" below for a discussion on certain Cayman Islands income tax consequences of an investment in the Preference Shares.

Miscellaneous

The Bank of New York Mellon will act as paying agent with respect to the Preference Shares of each Class which have been delivered to a common depositary for Euroclear and Clearstream, Luxembourg.

FORM OF THE AMENDED AND RESTATED GUARANTEE

Set out below is the form of amended and restated guarantee that was entered into by the Guarantor on 9 April 2009 in respect of all Warrants and Preference Shares issued by BCCL under this Programme on and after that date. All Warrants and Preference Shares issued by BCCL under this Programme prior to 9 April 2009 (but on or after 7 April 2008) have the benefit of a guarantee entered into by the Guarantor on 7 April 2008 and all Warrants and Preference Shares issued by BCCL under this Programme prior to 7 April 2008 have the benefit of a guarantee entered into by the Guarantor on 28 December 2005:

THIS AMENDED AND RESTATED GUARANTEE is EXECUTED as a DEED POLL on 9 April 2009 by BARCLAYS BANK PLC (registered in England no. 1026167) whose registered office is at 1 Churchill Place, London E14 5HP (the "Guarantor") for the benefit of the Warrantholders and the Class Holders.

WHEREAS:

• (A) Barclays Capital (Cayman) Limited (in its capacity as issuer of Warrants, the "Warrant Issuer" and, in its capacity as issuer of Preference Shares, the "Preference Share Issuer" and, in either or both such capacities, the "Issuer") whose registered office is at the offices of Barclays Private Bank & Trust (Cayman) Limited, P.O. Box 487, 4th Floor, FirstCaribbean House, 25 Main Street, George Town, Grand Cayman KY1-1106 has requested the Guarantor and the Guarantor has agreed to guarantee (i) the obligations of the Warrant Issuer in respect of each Warrant for the benefit of the relevant Warrantholders and (ii) payment of the Preference Share Redemption Amount of each Preference Share of each Class for the benefit of the relevant Class Holders, in each case in accordance with, and as limited by, the terms and conditions of this Guarantee.
• (B) This Guarantee amends and restates the guarantee dated 7 April 2008. Any Warrants or Preference Shares issued under the Programme on or after the date hereof shall be issued with the benefit of this Guarantee. This Deed does not affect any Warrants or Preference Shares issued under the Programme prior to the date of this Guarantee.

NOW THIS DEED WITNESSES as follows:

1. In this Guarantee and the recitals, the following terms shall, unless the context otherwise requires, have the following meanings:

"Class" means any Class of Preference Shares;

"Class Holder" means any holder from time to time of a Preference Share of a Class other than the Preference Share Issuer or any subsidiary of the Preference Share Issuer (within the meaning of section 736 of the Companies Act 1985 (the "Act")) or any individual who is a connected person of the Preference Share Issuer within the meaning of section 346 of the Act;

"Holder" means each Class Holder and Warrantholder;

"person" means any person, firm, trust estate, corporation, association, co-operative, government or government agency, or other entity;

"Preference Shares" means any preference shares in the Preference Share Issuer allotted and issued in one or more Classes;

"Preference Share Redemption Amount" means with respect to each Preference Share of a Class the amount required under the terms of such Preference Share to be paid to the Class Holder upon redemption of such Preference Share, winding-up of the Preference Share Issuer or other return of capital by the Preference Share Issuer;

"Programme" means the Programme for the issuance of Structured Investment Management Plan Linked to Equity (S.I.M.P.L.E.) Notes established by, inter alios, the Warrant Issuer;

"Securities" means the Preference Shares and the Warrants;

"Warrants" means a Warrant issued by the Warrant Issuer under the Programme; and

"Warrantholder" means any holder of a Warrant other than the Warrant Issuer or any subsidiary of the Warrant Issuer (within the meaning of section 736 of the Act) or any individual who is a connected person of the Warrant Issuer within the meaning of section 346 of the Act.

• 2.1 The Guarantor (subject to the issue of the relevant Class of Preference Shares) unconditionally and irrevocably, as a continuing obligation, guarantees, for the benefit of each relevant Class Holder, in accordance with the terms and conditions of this Guarantee, the due and punctual payment by the Preference Share Issuer when due of any Preference Share Redemption Amount and, in the event that the Preference Share Issuer shall default in the due and punctual payment of any Preference Share Redemption Amount, undertakes to pay or procure the making of any payment in cash of the Preference Share Redemption Amount upon written demand being made under this Guarantee by the relevant Class Holder.
• 2.2 The Guarantor (subject to issue of the relevant Warrants) unconditionally and irrevocably, as a continuing obligation, guarantees, for the benefit of each relevant Warrantholder, in accordance with the terms and conditions of this Guarantee, the due and punctual performance of the obligations of the Warrant Issuer to the relevant Warrantholder when due to be performed and, in the event that the Warrant Issuer shall default in the due and punctual performance of such obligations, undertakes to satisfy or procure the satisfaction of such obligations upon written demand being made under this Guarantee by the relevant Holder provided that, in relation to the Warrants, the Guarantor will have the right at its sole and unfettered discretion to elect not to deliver or procure delivery of the Preference Shares to the holders of the Warrants but, in lieu thereof, to make payment in respect of each Warrant of an amount equal to the Guaranteed Cash Settlement Amount specified in the applicable Final Terms.
• 2.3 The Guarantor waives any right it may have of first requiring any Holder to make demand, proceed or enforce any rights or security against the Issuer or any other person before making a claim against the Guarantor under this Guarantee.
• 1. A Holder shall only be entitled to take or obtain the benefit of this Guarantee upon the condition that, after receipt by the Guarantor of a written demand from the Holder, the Guarantor shall be entitled to deal with the Holder, and the Holder shall be obliged to deal with the Guarantor, with respect to any obligation to the Holder under the relevant Securities and this Guarantee without the necessity or duty to rely on, act through or otherwise involve or deal with the Issuer to the intent that the Guarantor and the Holder shall deal with one another as principals in relation to the same provided that the rights, powers, privileges and remedies of the Holder under this Guarantee shall not thereby be in any way limited or otherwise affected.
• 1. No delay or omission on the part of a Holder in exercising any right, or remedy in respect of this Guarantee shall impair any such right or remedy or be construed as a waiver of any thereof nor shall any single or partial exercise of any such right or remedy preclude any further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Guarantee are cumulative and not exclusive of any rights or remedies provided by law. Nothing in this Guarantee shall be construed as voiding, negating or restricting any right of set-off or any other right whatsoever existing in favour of a Holder or arising at common law, by statute or otherwise howsoever.
• 1. This Guarantee is a continuing guarantee and shall not be satisfied, discharged or affected by any intermediate payment, performance or settlement of account.
• 1. The Guarantor will not exercise any rights of subrogation or any other rights or remedy (including, without limiting the generality of the foregoing, the benefit of any security or right of set-off) which it may acquire due to its satisfaction of any obligations in respect of any Security pursuant to the terms of this Guarantee and will not prove in the liquidation or winding up of the Issuer in competition with any Holder unless and until all obligations in respect of the relevant Holder guaranteed by this Guarantee have been satisfied in full by the Guarantor or the Issuer. In the event that the Guarantor shall receive any payment on account of such rights while any obligation remains to be satisfied, the Guarantor shall pay all amounts or deliver all assets so received to the relevant Holder.
• 1. Payments under this Guarantee shall be made free and clear of any deduction or withholdings other than those required by law.
• 1. Any demand or notice under this Guarantee shall be given in writing or by cable, telex or facsimile transmission addressed to the Guarantor at the registered or principal office of the Guarantor. A demand so made shall be deemed to have been duly made if left at such address on the day it was so left or, if sent by post, two weekdays after the time when the same was put in the post and in proving delivery it shall be sufficient to prove that the same was properly addressed and put in the post. Any such demand sent by cable, telex or facsimile transmission shall be deemed to have been duly made at the time of despatch.
• 1. The liability of the Guarantor under this Guarantee shall not be affected by the liquidation, winding-up or other incapacity of the Issuer. In the event that any obligation of the Issuer to a Holder is avoided or reduced by virtue of any enactments for the time being in force relating to liquidation or insolvency, the Holder shall be entitled to recover the value or amount of the relevant payment or seek delivery of the relevant assets, as applicable, from the Guarantor as if such payment or delivery by the Issuer had not been made.
• 1. This Guarantee shall remain in full force and effect irrespective of the validity, regularity, legality or enforceability against the Issuer of, or of any defence or counter-claim whatsoever available in relation to, any obligations of the Issuer under the relevant Securities whether or not any action has been taken to enforce the same or any judgment obtained against the Issuer or any other person, whether or not any time or indulgence has been granted to the Issuer or any other person by or on behalf of any Holder, whether or not there have been any dealings or transactions between the Issuer or any other person and any of the Holders, whether or not the Issuer or any other person has been dissolved, liquidated, merged, consolidated, became bankrupt or has changed its status, functions, control or ownership, whether or not the Issuer or any other person has been prevented from making payment by foreign exchange provisions applicable at its place of registration or incorporation and whether or not any

circumstances have occurred which might otherwise constitute a legal or equitable discharge of or defence to a guarantor.

• 1. In the event that any of the terms or provisions of this Guarantee are or shall become invalid, illegal or unenforceable, the remaining terms and provisions of this Guarantee shall survive unaffected.
• 1. The Guarantor shall be entitled at any time, without the consent of any Holder, to substitute any other entity the identity of which shall be in the absolute discretion of the Guarantor (the "New Guarantor") in place of the Guarantor to act as guarantor in respect of any Securities then outstanding and any Securities issued thereafter provided that (i) the New Guarantor's long term ratings are rated at least the same as the Guarantor's long term unsecured, unsubordinated and unguaranteed debt obligations at the date on which the substitution is to take effect or the New Guarantor has an equivalent long term rating from another internationally recognised rating agency and (ii) the New Guarantor enters into a guarantee on substantially the same terms as this Guarantee. In the event of any such substitution, any reference to this Guarantee shall be construed as a reference to the new guarantee. Such substitution shall be promptly notified to the Holders by the Guarantor in the same way as notices are given by the Issuer to its shareholders as specified in the articles of association of the Issuer. In connection with such right of substitution, the Guarantor shall not be obliged to have regard to the consequences of the exercise of such right for individual Holders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory, and no Holder shall be entitled to claim from the Guarantor or New Guarantor any indemnification or payment in respect of any tax or other consequence of any such substitution upon such Holder.
• 1. This Guarantee shall be deposited with and held by The Bank of New York Mellon until all the obligations of the Guarantor have been discharged in full. The Guarantor acknowledges the right of every Holder to the production of, and the right of every Holder to obtain a copy of, this Guarantee.
• 1. Subject to applicable law, the Guarantor, at its sole option, shall be entitled to purchase any Securities from any Holder, in whole or in part, to the extent that the Warrant Issuer or the Preference Share Issuer, as the case may be, may purchase the Securities pro rata in accordance with the amounts then owing under this Guarantee to such Holders.
• 1. This Guarantee is solely for the benefit of Holders and is not separately transferable from the relevant Securities.
• 1. No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Guarantee, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
• 1. This Guarantee and any non-contractual obligations arising out of or in connection with it are governed by and shall be construed in accordance with English law.

IN WITNESS whereof this Guarantee has been executed as a deed poll by the Guarantor on the day and year first written above.

DESCRIPTION OF THE ISSUERS

THE BANK AND THE GROUP

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 and head office at 1 Churchill Place, London, E14 5HP, United Kingdom (telephone number +44 (0)20 7116 1000). The Bank was incorporated on 7 August 1925 under the Colonial Bank Act 1925 and on 4 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 1 January 1985, the 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 with an extensive international presence in Europe, United States, Africa and Asia. 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.

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, Aa3 by Moody's and AA- by Fitch Ratings Limited.

Based on the Group's audited financial information for the year ended 31 December 2010, the Group had total assets of £1,490,038 million (2009: £1,379,148 million), total net loans and advances7 of £465,741 million (2009: £461,359 million), total deposits8 of £423,777 million (2009: £398,901 million), and total shareholders' equity of £62,641 million (2009: £58,699 million) (including non-controlling interests of £3,467 million (2009: £2,774 million)). The profit before tax from continuing operations of the Group for the year ended 31 December 2010 was £6,079 million (2009: £4,559 million) after impairment charges and other credit provisions of £5,672 million (2009: £8,071 million). The financial information in this paragraph is extracted from the 2010 Bank Annual Report.

Acquisitions, Disposals and Recent Developments

Acquisition of Egg's UK credit card assets

On 1 March 2011, the Bank announced that it agreed to acquire Egg's UK credit card assets. Under the terms of the transaction, the Bank will purchase Egg's UK credit card accounts, consisting of approximately 1.15 million credit card accounts with approximately £2.3 billion of gross receivables (each estimated as at 31 January 2011 with gross receivables estimated under IFRS). Completion is subject to competition clearance and is expected to occur during the first half of 2011.

Acquisition of Tricorona AB (publ)

On 2 June 2010, Barclays PLC announced that its wholly owned subsidiary TAV AB had made a recommended cash offer to acquire all the shares in Tricorona AB (publ), a Stockholm-listed carbon developer, for a total consideration of approximately £98 million (SEK 1,130 million) (the "Offer"). The Offer was declared unconditional in all respects on 20 July 2010.

Sale of HomEq Servicing

⁷ Total net loans and advances include balances relating to both bank and customer accounts. 8

Total deposits include deposits from bank and customer accounts

On 28 May 2010, the Bank announced that it agreed to sell HomEq Servicing, its U.S. mortgage servicing business, to Ocwen Loan Servicing, LLC ("Ocwen"), a subsidiary of Ocwen Financial Corporation, for a consideration of approximately U.S.\$1.3 billion, payable in cash on completion. The consideration was subject to an adjustment mechanism based on the unpaid principal balance of the servicing portfolio and the value of certain other assets at completion of the transaction. The sale was completed on 1 September 2010.

Acquisition of Citi's Italian credit card business

On 11 February 2010, Barclays PLC announced that the Bank agreed to acquire the Italian credit card business of Citibank International Bank plc. The Bank acquired the business as a going concern which involved the acquisition of approximately 197,000 credit card accounts and gross assets of approximately €234 million (as at 31 December 2009). The acquisition was completed on 31 March 2010.

Competition and Regulatory Matters

Regulatory change

The scale of regulatory change remains challenging with a significant tightening of regulation and changes to regulatory structures globally, especially for banks that are deemed to be of systemic importance. Concurrently, there is continuing political and regulatory scrutiny of the operation of the banking and consumer credit industries which, in some cases, is leading to increased or changing regulation which is likely to have a significant effect on the industry.

In the UK, the FSA's current responsibilities are to be reallocated between the Prudential Regulatory Authority (a subsidiary of the Bank of England) and a new Financial Conduct Authority by the end of 2012. The Independent Commission on Banking has been charged by the UK Government with reviewing the UK banking system. Its remit includes looking at reducing systemic risk, mitigating moral hazard, reducing the likelihood and impact of bank failure and competition issues. Its findings and recommendations are expected by September 2011.

In the United States, the Dodd-Frank Wall Street Reform and Consumer Protection Act contains far reaching regulatory reform although the full impact will not be known until implementing rules are made by governmental authorities, a process which is currently ongoing.

Payment Protection Insurance ("PPI")

PPI has been under scrutiny by the UK competition authorities and financial services regulators. The UK Competition Commission (the "CC") has undertaken an in-depth enquiry into the PPI market which has resulted in the CC introducing a number of remedies including a prohibition on sale of PPI at the point of sale.

On 10 August 2010, the FSA issued a policy statement which amends the DISP (Dispute Resolution: Complaints) rules in the FSA Sourcebook for the handling of such complaints. In October 2010, the British Bankers' Association launched a judicial review of the FSA on the basis that the Policy Statement applies incorrect standards for the management of PPI sales complaints, including retrospective application of rules with higher standards than those in place at the time of sale. These proceedings are also against the Financial Services Ombudsman Service which seeks to implement the same standards for the resolution of complaints referred to it. The hearing took place in January 2011. There is currently no indication of the timetable for judgment.

The final conclusion of the Judicial Review could result in a range of outcomes with the consequence that complaints relating to the sale of PPI fall to be determined in different ways with varying financial impacts for customers and the Bank. These outcomes depend on the extent to which the Policy Statement is upheld, whether the Court holds that the Policy Statement imposes requirements in addition to the DISP rules in force at the time of sale and the impact of such matters on banks' complaints handling and remediation practice. It is therefore not practicable, as at the date of this Base Prospectus, to provide a reliable estimate or range of estimates of the potential financial impact of any Court decision on this matter.

Interchange

The Office of Fair Trading, as well as other competition authorities elsewhere in Europe, continues to carry out investigations into Visa and MasterCard credit and debit interchange rates. These investigations may have an impact on the consumer credit industry as well as having the potential for the imposition of fines. Timing of these cases is uncertain but outcomes may be known within the next 2-4 years.

Sanctions

U.S. laws and regulations require compliance with U.S. economic sanctions, administered by the Office of Foreign Assets Control, against designated foreign countries, nationals and others. HM Treasury regulations similarly require compliance with sanctions adopted by the UK Government. The Group conducted an internal review of its conduct with respect to U.S. Dollar payments involving countries, persons and entities subject to U.S. economic sanctions and reported the results of that review to various governmental authorities, including the U.S. Department of Justice, the Manhattan District Attorney's Office and the U.S. Department Of Treasury's Office of Foreign Assets Control (together, the "U.S. Authorities"), which conducted investigations of the matter.

On 18 August 2010, the Bank announced that it had reached settlements with the U.S. Authorities in relation to the investigation by those agencies into compliance with U.S. sanctions and U.S. Dollar payment practices. In addition, an Order to Cease and Desist was issued upon consent by the Federal Reserve Bank of New York and the New York State Banking Department. The Bank agreed to pay a total penalty of U.S.\$298 million and entered into Deferred Prosecution Agreements covering a period of 24 months. The Bank fully briefed other relevant regulators on this settlement. The Deferred Prosecution Agreements mean that no further action will be taken against the Bank by the U.S. Authorities if, as is the Bank's intention, for the duration of the defined period the Bank meets the conditions set down in its agreements with the U.S. Authorities. The Bank does not anticipate any further regulatory actions relating to these issues.

Directors

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

Name	Function(s) within the Group	Principal outside activities
Marcus Agius	Group Chairman	Non-Executive Director, British Broadcasting Corporation; Chairman, British Bankers' Association
Robert E Diamond Jr	Chief Executive	Chairman, Old Vic Productions PLC; Non-Executive Director, BlackRock, Inc.

Chris Lucas	Group Finance Director		–
Sir Richard Broadbent	Deputy Chairman, Independent Director and Non Executive Director	Senior	–
David Booth	Non-Executive Director		–
Alison Carnwath	Non-Executive Director		Non-Executive Chairman, Land Securities Group plc; Senior Independent Director, Man Group plc; Non-Executive Director, Paccar Inc; Non-Executive Chairman, ISIS EP LLP
Fulvio Conti	Non-Executive Director		Chief Executive Officer, Enel SpA; Director, AON Corporation
Simon Fraser	Non-Executive Director		Non-Executive Director, Fidelity Japanese Values Plc and Fidelity European Values Plc; Chairman, Foreign & Colonial Investment Trust PLC; Chairman, Merchants Trust PLC
Reuben Jeffery III	Non-Executive Director		Senior Adviser, Center for Strategic & International Studies; Independent Director, Transatlantic Holdings, Inc.; Chief Executive Officer, Rockefeller & Co., Inc.
Sir Andrew Likierman	Non-Executive Director		Dean of London Business School; Chairman, National Audit Office
Dambisa Moyo	Non-Executive Director		Non-Executive Director, SABMiller plc; Non-Executive Director, Lundin Petroleum AB
Sir Michael Rake	Non-Executive Director		Chairman, BT Group PLC; Director, McGraw-Hill Companies; Director, Financial Reporting Council; Chairman, EasyJet PLC
Sir John Sunderland	Non-Executive Director		Director, Financial Reporting Council; Chairman, Merlin Entertainments Group

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

Employees

The average number of persons employed by the Group worldwide during 2010 (full time equivalents) was 147,500 (2009: 144,200).

Litigation

Lehman Brothers Holdings Inc.

On 15 September 2009, motions were filed in the United States Bankruptcy Court for the Southern District of New York (the "Court") by Lehman Brothers Holdings Inc. ("LBHI"), the SIPA Trustee for Lehman Brothers Inc. (the "Trustee") and the Official Committee of Unsecured Creditors of Lehman Brothers Holdings Inc. (the "Committee"). All three motions challenge certain aspects of the transaction pursuant to which Barclays Capital Inc. ("BCI") and other companies in the Group acquired most of the assets of Lehman Brothers Inc. ("LBI") in September 2008 and the court order approving such sale. The claimants seek an order voiding the transfer of certain assets to BCI; requiring BCI to return to the LBI estate alleged excess value BCI received; and declaring that BCI is not entitled to certain assets that it claims pursuant to the sale documents and order approving the sale. On 16 November 2009, LBHI, the Trustee and the Committee filed separate complaints in the Court asserting claims against BCI based on the same underlying allegations as the pending motions and seeking relief similar to that which is requested in the motions. On 29 January 2010, BCI filed its response to the motions. The Bank considers that the motions and claims against BCI are without merit and BCI is vigorously defending its position. On 29 January 2010, BCI also filed a motion seeking delivery of certain assets that LBHI and LBI have failed to deliver as required by the sale documents and the court order approving the sale. Approximately £2.6 billion of the assets acquired as part of the acquisition had not been received by 31 December 2010, approximately £2.0 billion of which were recognised as part of the accounting for the acquisition and are included in the balance sheet as at 31 December 2010. This results in an effective provision of £0.6 billion against the uncertainty inherent in the litigation.

On 22 February 2011, the Court issued its Opinion in relation to these matters. The Opinion calls for the parties to submit proposed Orders that will implement the Opinion and anticipates a possible status conference to resolve any potential differences between the parties regarding the final Order that should be entered. Any such Order should clarify the precise impact of the Opinion and may include specific guidance regarding the treatment of specific types of assets. Such an Order may be the subject of further proceedings or appeals by one or more of the parties.

The Bank has considered the Opinion and the decisions contained therein and its possible actions with respect thereto. If the Opinion were to be unaffected by future proceedings, the Bank estimates that its maximum possible loss, based on its worst case reading of the Opinion, would be approximately £2.6 billion, after taking into account the effective provision of £0.6 billion. Any such loss, however, was not (as at the date of this Base Prospectus) considered probable and the Bank is satisfied with the current level of provision.

American Depositary Shares

The Bank, Barclays PLC and various current and former members of Barclays PLC's Board of Directors have been named as defendants in five proposed securities class actions (which have been consolidated) pending in the United States District Court for the Southern District of New York. The consolidated amended complaint, dated 12 February 2010, alleges that the registration statements relating to American Depositary Shares representing Preferred Stock, Series 2, 3, 4 and 5 (the "ADS") offered by the Bank at various times between 2006 and 2008 contained misstatements and omissions concerning (amongst other things) the Bank's portfolio of mortgage-related (including U.S. subprimerelated) securities, the Bank's exposure to mortgage and credit market risk and the Bank's financial condition. The consolidated amended complaint asserts claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933. On 5 January 2011, the Court issued an order and, on 7 January 2011, judgment was entered, granting the defendants' motion to dismiss the complaint in its entirety and closing the case. On 4 February 2011, the plaintiffs filed a motion asking the Court to reconsider in part its dismissal order, and that motion is pending. The Bank considers that these ADS-related claims against it are without merit and is defending them vigorously. As at the date of this Base Prospectus, it was not possible to estimate any possible loss in relation to these claims or any effect that they might have upon operating results in any particular financial period.

Other

Barclays PLC and the Group are engaged in various other litigation proceedings both in the United Kingdom and a number of overseas jurisdictions, including the United States, involving claims by and against them which arise in the ordinary course of business. The Bank does not expect the ultimate resolution of any of the proceedings to which the Group is party to have a significant adverse effect on the financial position of the Group and the Bank has not disclosed the contingent liabilities associated with these claims either because they cannot reasonably be estimated or because such disclosure could be prejudicial to the conduct of the claims.

Save as disclosed in the sections under the headings "Lehman Brothers Holdings Inc." and "American Depositary Shares" above, no member of the Group is or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Bank is aware), which may have or have had during the 12 months preceding the date of this Base Prospectus, a significant effect on the financial position or profitability of the Bank and/or the Group.

Significant Change Statement

There has been no significant change in the financial or trading position of the Bank or the Group since 31 December 2010.

Material Adverse Change Statement

There has been no material adverse change in the prospects of the Bank or the Group since 31 December 2010.

Auditors

The annual consolidated and unconsolidated financial statements of the Bank for the two years ended 31 December 2008 and 31 December 2009 have been audited without qualification by PricewaterhouseCoopers of Southwark Towers, 32 London Bridge Street, London SE1 9SY, chartered accountants and registered auditors (authorised and regulated by the Financial Services Authority for designated investment business). The financial information contained in this Base Prospectus in relation to the Bank does not constitute its statutory accounts for the two years ended 31 December 2009. The Bank's annual report and accounts (containing its consolidated and unconsolidated audited financial statements), which constitute the Bank's statutory accounts within the meaning of section 434 of the Companies Act 2006 relating to each complete financial year to which such information relates, have been delivered to the Registrar of Companies in England. PricewaterhouseCoopers has reported on the Bank's statutory accounts, and such reports were unqualified and did not contain a statement under section 498(2) or section 498(3) of the Companies Act 2006. PricewaterhouseCoopers' report contained the following statement: "Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors. This report, including the opinion, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing".

BARCLAYS CAPITAL (CAYMAN) LIMITED

Barclays Capital (Cayman) Limited ("BCCL") was incorporated in the Cayman Islands on 24 July 1989 for an unlimited duration and registered on 26 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, FirstCaribbean House, 25 Main Street, George Town, Grand Cayman, Cayman Islands, British West Indies. Its registration number is 32968. BCCL is a wholly owned direct subsidiary of the Bank.

BCCL was established for the purpose of inter alia issuing notes, certificates and 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.

Share Capital

The following table sets out the capitalisation of BCCL as at the date of this Base Prospectus.

Authorised:	1,000 Ordinary shares of U\$10 each 100,000,000,000 Preference Shares of £0.01 each
Allotted and fully paid:	10 Ordinary shares of U\$10 each

As at the date hereof, BCCL does not have any loan capital outstanding or created but unissued, term loans, any other borrowings or indebtedness in the nature of borrowing, bank overdrafts or liabilities under acceptances, acceptance credits, hire purchase commitments, obligations under finance leases, guarantees or other contingent liabilities.

Directors

The Board of Directors of BCCL consists of:

Name	Function within BCCL	Principal Occupation
Eric Didier Bommensath	Director	Investment Banker
Benoit de Vitry	Director	Investment Banker
Kate Elizabeth Pothalingam	Director	Investment Banker
Colin Archibald Dickie	Director	Investment Banker
Arthur Ubaka Mbanefo	Director	Investment Banker

The business address of all the above Directors is 5 The North Colonnade, Canary Wharf, London E14 4BB, United Kingdom.

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

Related Parties

In the ordinary course of business, the Issuers participate in transactions with parent and fellow subsidiary companies. Such transactions are disclosed in the consolidated audited financial statements of the Barclays PLC which are publicly available and hereby incorporated by reference.

Litigation Statement

BCCL is not and/or has not been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which BCCL is aware), which may have or have had during the 12 months preceding the date of this Base Prospectus, a significant effect on the financial position or profitability of BCCL.

Ultimate Parent Company

The ultimate holding company and the parent company of the largest group that presents group accounts within which BCCL's accounts are consolidated is Barclays PLC. Barclays PLC is incorporated in Great Britain. The statutory accounts of both the Bank and Barclays PLC are available from the Company Secretary, One Churchill Place, London E14 5HP.

Auditors

The annual financial statements of BCCL for the two years ended 31 December 2008 and 31 December 2009 have been audited without qualification by PricewaterhouseCoopers of Southwark Towers, 32 London Bridge Street, London SE1 9SY, chartered accountants and registered auditors (authorised and regulated by the Financial Services Authority for designated investment business).

The Guarantee of the Bank

The Bank has entered into a Guarantee dated 9 April 2009 under which the Bank undertakes unconditionally and irrevocably to guarantee the proper, punctual and complete performance by BCCL of its obligations under all Warrants and Preference Shares issued by BCCL under the Programme. The Bank undertakes to pay or procure the making of any payment in cash in the currency in which the particular Securities are expressed to be payable in accordance with the terms and conditions thereof upon demand being made under the Guarantee by the relevant holder of the Securities. Information about the Bank is set out elsewhere in this document.

Recent Developments

BCCL has made neither profit nor loss during the financial year ended 31 December 2009. The Directors do not recommend the payment of a dividend for this financial period.

Material and Significant Change Statement

There has been no significant change in the financial or trading position of BCCL since 31 December 2009 and there has been no material adverse change in the prospects of BCCL since 31 December 2009 (the date at which the most recent annual audited financial statements of BCCL were prepared).

TAXATION

UK Taxation

The following applies only to persons who are the beneficial owners of Notes and is a summary of the Bank's understanding of current law and practice in the United Kingdom relating only to United Kingdom withholding tax treatment of payments of principal and interest in respect of Notes. It does not deal with any other United Kingdom taxation implications of acquiring, holding or disposing of Notes. The United Kingdom tax treatment of prospective Noteholders depends on their individual circumstances and may be subject to change in the future. Prospective Noteholders who may be subject to tax in a jurisdiction other than the United Kingdom or who may be unsure as to their tax position should seek their own professional advice.

Payment of Interest on the Notes

(i) Payments of interest on the Notes by the Bank

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

(ii) Payments of interest in respect of Notes which are listed on a recognised stock exchange

Payments of interest on the Notes may be made without deduction of or withholding on account of United Kingdom income tax provided that the Notes continue to be listed on a "recognised stock exchange" within the meaning of section 1005 of ITA 2007. The London Stock Exchange is a recognised stock exchange. Securities will be treated as listed on the London Stock Exchange if they are included in the Official List (within the meaning of and in accordance with the provisions of Part 6 of the Financial Services and Markets Act 2000) and admitted to trading on the London Stock Exchange. Provided, therefore, that the Notes remain so listed, interest on the Notes will be payable without withholding or deduction on account of United Kingdom tax whether or not the Bank carries on a banking business and whether or not the interest is paid in the ordinary course of its business.

(iii) Payments of interest to certain Noteholders

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

(iv) Notes with a maturity of less than 365 days

Interest on the Notes may also be paid without withholding or deduction on account of United Kingdom tax where the maturity of the Notes is less than 365 days and those Notes do not form part of a scheme or arrangement of borrowing intended to be capable of remaining outstanding for more than 364 days.

(v) Other withholdings

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

(vi) Provision of Information

Noteholders may wish to note that, in certain circumstances, HMRC has power to obtain information (including the name and address of the beneficial owner of the interest) from any person in the United Kingdom who either pays or credits interest to or receives interest for the benefit of a Noteholder. HMRC also has power, in certain circumstances, to obtain information from any person in the United Kingdom who pays amounts payable on the redemption of Notes which are deeply discounted securities for the purposes of the Income Tax (Trading and Other Income) Act 2005 to or receives such amounts for the benefit of another person, although HMRC published practice indicates that HMRC will not exercise the power referred to above to require this information in respect of amounts payable on the redemption of deeply discounted securities where such amounts are paid on or before 5 April 2012. Such information may include the name and address of the beneficial owner of the amount payable on redemption. Any information obtained may, in certain circumstances, be exchanged by HMRC with the tax authorities of the jurisdiction in which the Noteholder is resident for tax purposes.

Stamp Duty and Stamp Duty Reserve Tax (SDRT) in respect of Bearer Notes

The Bearer Notes should not be subject to United Kingdom stamp duty or SDRT on issue provided that they are issued for cash.

Provided the clearing system has not made an election under which the alternative system of charge as provided for in section 97A Finance Act 1986 applies to the Bearer Notes, a transfer of the Bearer Notes through a clearing system will not be subject to SDRT. Assuming no instrument of transfer is used to document a transfer of the Bearer Notes through a clearing system, the transfer will also not be subject to United Kingdom stamp duty.

SDRT in respect of Uncertificated Registered Notes

The Uncertificated Registered Notes will not be subject to United Kingdom stamp duty or SDRT on issue. An agreement to transfer Uncertificated Registered Notes through Euroclear UK & Ireland will be subject to SDRT at 0.5 per cent. of the consideration paid for the Notes unless an exemption is available. An exemption would be available if the transferee was eligible to claim the exemption in section 88A Finance Act 1986 (section 87: exemptions for intermediaries).

Stamp Duty and other taxes in relation to the Warrants

The summary in the following two paragraphs relates to United Kingdom stamp duty. Purchasers of Warrants may be subject to other tax consequences in relation to Warrants.

In addition to any other tax consequences, potential purchasers of Warrants should note that each Global Warrant may constitute an instrument which is subject to United Kingdom stamp duty by reference to the amount of the consideration given for the Warrants represented by such Global Warrant. However, each Global Warrant is being executed and delivered outside the United Kingdom and should not be brought into the United Kingdom save for the purposes of enforcement. So long as a Global Warrant is held outside the United Kingdom, because it is not required to be brought into the United Kingdom for any purpose, no requirement to pay United Kingdom stamp duty will arise. However, if a Global Warrant were brought into the United Kingdom to be used as evidence (for example, for enforcement purposes) or for any other purposes, United Kingdom stamp duty may be required to be paid on such Global Warrant before the Global Warrant can be used for that purpose. If stamp duty is payable on the Global Warrant, interest will be payable (in addition to stamp duty) in respect of the period from 30 days after the date of execution of the Global Warrant to the date of payment. Furthermore penalties may also be payable if the Global Warrant is not stamped within 30 days of being brought into the United Kingdom. If a Global Warrant is subject to United Kingdom stamp duty, it would be inadmissible in evidence in a United Kingdom court in civil proceedings unless duly stamped.

However, potential purchasers of Warrants may wish to note that, in the context of retail covered warrants listed on the London Stock Exchange, HMRC has indicated that no charge to United Kingdom stamp duty will arise on the grant of such warrants. It is not clear whether or not HMRC would be prepared to take such a view in relation to the Warrants issued under the Programme.

Transactions involving Warrants may have tax consequences for potential purchasers which may depend, amongst other things, upon the status of the potential purchaser and may relate to transfer and registration taxes. POTENTIAL PURCHASERS WHO ARE IN ANY DOUBT ABOUT THE TAX POSITION OF ANY ASPECT OF TRANSACTIONS INVOLVING WARRANTS SHOULD CONSULT THEIR OWN TAX ADVISERS.

Purchasers of Warrants may be required to pay stamp taxes and other charges in accordance with the laws and practices of the country of purchase in addition to the issue price of each Warrant. Warrant Condition 10 (Expenses and Taxation) should be considered carefully by all potential purchasers of any Warrants.

Cayman Islands Taxation

Prospective investors should consult their professional advisers on the possible tax consequences of buying, holding or selling any Preference Shares under the laws of their country of citizenship, residence or domicile.

The following is a discussion on certain Cayman Islands income tax consequences of an investment in the Preference Shares. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor's particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.

Under existing Cayman Islands law:

• (a) payments of dividends and capital in respect of the Preference Shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the Preference Shares, as the case may be, nor will gains derived from the disposal of the Preference Shares be subject to Cayman Islands income or corporation tax. The Cayman Islands currently have no income, corporation or capital gains tax and no estate duty, inheritance tax or gift tax; and
• (b) no stamp duty is payable in respect of the issue of or on an instrument of transfer in respect of Preference Shares in registered form.

BCCL has been incorporated under the laws of the Cayman Islands as an exempted company and, as such, has obtained an undertaking from the Governor in Cabinet of the Cayman Islands in the following form:

The Tax Concessions Law (1999 Revision) Undertaking as to Tax Concessions

In accordance with Section 6 of the Tax Concessions Law (1999 Revision), the Governor in Cabinet undertakes with Barclays Capital (Cayman) Limited (the "Company"):

• (a) that no Law which is hereafter enacted in the Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and
• (b) in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable
• (i) on or in respect of the shares, debentures or other obligations of the Company; or
• (ii) by way of the withholding in whole or in part of any relevant payment as defined in Section 6(3) of the Tax Concessions Law (1999 Revision).

These concessions shall be valid for a period of TWENTY years from the 18th day of August, 2009.

EU Savings Directive

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

The European Commission has proposed certain amendments to the Directive, which may, if implemented amend or broaden the scope of the requirements described above.

SELLING RESTRICTIONS

United States

The Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act.

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

The Dealer may not offer, sell or deliver Notes (a) as part of their distribution at any time or (b) otherwise until 40 days after the completion of the distribution, as determined and certified by the Dealer, of all Notes of the Tranche of which such Notes are a part, within the United States or to, or for the account or benefit of, U.S. persons. The Dealer will send to each dealer to which it sells any Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

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

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of Securities which are the subject of the offering contemplated by this Base Prospectus as completed by the Final Terms in relation thereto to the public in that Relevant Member State except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Securities to the public in that Relevant Member State:

• (a) if the Final Terms in relation to the Securities specify that an offer of those Securities may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State (a Non-exempt Offer), following the date of publication of a prospectus in relation to such Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, provided that any such prospectus has subsequently been completed by the Final Terms contemplating such Nonexempt Offer, in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or Final Terms, as applicable and the Issuer has consented in writing to its use for the purpose of that Non-exempt Offer;

• (b) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;

• (c) at any time to fewer than 100 or, if the relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the Dealer nominated by the Bank for any such offer; or

• (d) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Securities referred to in (b) to (e) above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an offer of Securities to the public in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe the Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU.

United Kingdom

The Dealer must comply with all applicable provisions of the Financial Services and Markets Act 2000 (the "FSMA")) with respect to anything done by it in relation to any Securities in, from or otherwise involving the United Kingdom.

Japan

The Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the "FIEA") and the Dealer may not offer or sell any Securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1999, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.

Cayman Islands

The Securities may not be offered, whether directly or indirectly, to the public in the Cayman Islands.

General

The Dealer must (to the best of its knowledge and belief) comply with all applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Securities or possesses or distributes this Base Prospectus and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of Securities under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and the Bank shall not have any responsibility thereof.

Neither the Bank nor the Dealer represents that Securities may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale.

With regard to each Tranche, the Dealer will be required to comply with such other restrictions as the Bank and the Dealer shall agree and as shall be set out in the applicable Final Terms.

GENERAL INFORMATION

Authorisation

The establishment of, and subsequent updates to, the Programme and the issue of Notes have been duly authorised by resolutions of a committee of the Board of Directors of the Bank dated 28 December 2005, 6 April 2006, 5 April 2007, 3 April 2008, 8 April 2009, 25 March 2010 and 25 March 2011. The issue of Warrants and of Preference Shares by BCCL has been duly authorised by a resolution passed by the Board of Directors of BCCL dated 28 March 2011.

Use of Proceeds

The Bank intends to apply the net proceeds from the sale of any Notes either for hedging purposes or for general corporate purposes unless otherwise specified in the Final Terms relating to a particular Note or series of Notes. If, in respect of any particular issue of Notes, there is a particular identified use of proceeds this will be stated in the applicable Final Terms.

Base Prospectus

This Base Prospectus may be used for a period of one year from its date in connection with a public offer of Notes in the European Economic Area, or for the listing and admission to trading of Notes. A revised Base Prospectus will be prepared in connection with the listing of any series of Notes issued after such period unless all consents necessary are obtained for an extension of such period.

If at any time the Bank or BCCL shall be required to prepare a supplement to the Base Prospectus (a "Supplement") pursuant to Section 87 of the FSMA, or to give effect to the provisions of Article 16(1) of the Prospectus Directive, the Bank or BCCL will prepare and make available an appropriate amendment or supplement to this Base Prospectus or a further base prospectus which, in respect of any subsequent issue of Notes to be offered to the public or to be admitted to trading on the regulated market of the London Stock Exchange, or of any other relevant Stock Exchange shall constitute a supplemental base prospectus as required by the FSA and Section 87 of the FSMA.

Listing of Notes

Any series of Notes issued under the Programme may be admitted to listing and trading on the London Stock Exchange or any other Stock Exchange as set out in the applicable Final Terms. Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as are specified in the applicable Final Terms.

The Bank may issue unlisted Notes and/or Notes not admitted to trading on any market.

Documents Available

For the life of the Notes, copies of the following documents will, when published, be available free of charge from the registered office of the Bank and from the specified office of the Paying Agent for the time being in London:

• (a) the Memorandum and Articles of Association of the Bank and the constitutional documents of BCCL;

• (b) the documents set out in the "INCORPORATION BY REFERENCE" section of this Base Prospectus;

• (c) all future annual reports and semi-annual financial statements of the Bank and of BCCL; and the respective auditors' reports;

• (d) the Agency Agreement, the Deed of Covenant and the Guarantee;
• (e) a copy of this Base Prospectus and any future supplements thereto;
• (f) any Final Terms issued in respect of Notes issued and admitted to listing, trading and/or quotation by any listing authority, stock exchange, and/or quotation system since the most recent base prospectus was published; and
• (g) any other future documents and/or announcements issued by the Issuers in relation to securities issued under the Programme.

Clearing Systems

The Securities (other than Uncertificated Registered Notes) have been accepted for clearance through Euroclear and Clearstream, Luxembourg (which are the entities in charge of keeping the records). The appropriate Common Code and ISIN for each Tranche of Securities allocated by Euroclear and Clearstream, Luxembourg will be specified in the applicable Final Terms. If the Securities are to clear through an additional or alternative clearing system the appropriate information will be specified in the applicable Final Terms. Transactions will normally be effected for settlement not earlier than three business days after the date of the transaction.

The Uncertificated Registered Notes are participating securities for the purposes of the Regulations. The Operator is in charge of maintaining the Operator register of corporate securities. Title to the Uncertificated Registered Notes is recorded and will pass on registration in the Operator register of corporate securities. As at the date of this Base Prospectus the relevant Operator for the purposes of the Regulations is Euroclear UK & Ireland Limited.

The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brusssels and the address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L-1855 Luxembourg. The address of Euroclear UK & Ireland Limited is 33 Cannon Street, London EC4M 5SB, United Kingdom.

Conditions for determining price

The price and amount of Notes to be issued under the Programme will be determined by the Bank and the Dealer at the time of issue in accordance with prevailing market conditions.

Post-issuance information

The Bank does not intend to provide any post-issuance information in relation to any issues of Notes.

Dealer transacting with the Bank

The Dealer and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services to the Bank and its affiliates in the ordinary course of business.

GLOSSARY OF DEFINED TERMS

Set out below is a glossary of defined terms used in this Base Prospectus other than ISDA terminology used in the Relevant Annexes and defined terms used under the heading "Description of the Issuers".

£ 38
30/360 96
30E/36096
30E/360 (ISDA) 97
360/360 96
Account Bank 93
Act 252
Actual Amount132
Actual/360 96
Actual/365 (Fixed)95
Actual/Actual 95
Actual/Actual (ISDA) 95
Actual/Actual (ISMA)95
Additional Amounts 88
Additional Disruption Event93, 109
Additional Disruption Event Cancellation
Notice 109
Additional Disruption Event Redemption
Notice 79
Adjusted Amount132
Adjustment(s) 182
ADR179
Affected Commodity132
Affected Index 181
Affected Jurisdiction94, 109
Affected Jurisdiction Hedging Disruption 93,
109
Affected Jurisdiction Increased Cost of
Hedging94, 109
Affected Payment Date 234
Affected Share 184
Affected Share(j) 183
Affected Share(k) 183
Affected Shares183
Affiliate94, 107
Agency Agreement66, 104
Announcement Date 186
applicable Final Terms 67, 104, 248
Articles248
Averaging Date 186, 208
Bank 1, 6, 35
Bank Account 94
Base Level 228
Base Prospectus 35
Basket of Commodities 135
Basket of Indices187
Basket of Shares187
BCCL1, 6, 36
Bearer Notes 8, 67
Benchmark Obligation208 Bond Basis 96

Business Day 94, 108, 248
Business Day Convention94
Calculation Agent Determination 136
Calculation Period95
Cash Account94
Cash Settlement 7
Cash Settlement Amount108
Cash Settlement Date108
Change in Law95, 109
Class 252
Class Holder 252
Cleared Notes69
Clearstream Rules 95
Clearstream, Luxembourg 31, 95, 104
Commodity Business Day135
Commodity Index135
Commodity Linked Conditions131
Commodity Linked Security 135
Commodity Market Disruption Event 136
Commodity Reference Price135
Common Depositary 31, 68
Component 187
Conditions 35, 66, 104
control 94, 107
Couponholders66
Coupons66
CURA5208
CURRENCY-WHOLESALE MARKET208
Cut-off Date106, 234
Day Count Fraction95
Days to Redemption 248
Dealer 1
Deed of Covenant32, 66
Definitive Notes68
Delayed Publication or Announcement137
Delisting 187
Delivery Date 135
Dematerialised Instruction 97
Designated Maturity99
Determination Agent 99
Determination Date180
Disappearance of Commodity Reference Price
137
Disrupted Day 188
Disruption Fallback 137
Early Cancellation Date 109
Early Cancellation Notice Period 109
Early Cash Redemption Date 97
Early Cash Settlement Amount97, 113
Early Closure 188
Early Redemption Notice Period79

Elective FX Disruption Event208
Equity Linked Conditions180
Equity Linked Security188
Established Rate71
ETF179
euro 71
Eurobond Basis96
Euroclear 31, 98, 104
Euroclear Rules98
Event of Default93
Exchange 136, 188
Exchange Business Day 189
Exchange Date31, 98
Exchange Disruption189
Exchange Event 31, 98
Exchange Notice71
Exchange Rate98
Exercise Business Day 189
Exercise Expenses111
Fallback Bond 234
Fallback Cash Settlement Amount106
Fallback Reference Price138
FIEL269
Final Terms 1
Financial Intermediaries50
First Entity 94, 107
First Nearby Month136
Fitch20
Floating Rate99
Floating Rate Option 99
Following 76
FSMA 1, 269
Fund Disruption Event190
Futures Contract 138
Futures or Options Exchange 191
FX Disruption Event 189, 209
FX Disruption Events 199
FX Linked Amount(s) 209
FX Linked Conditions200
FX Linked Security209
FX Rate 209
GDR 179
Global Note 33
Global Notes 68
Global Warrant 104
Governmental Authority 209
Group 6
Guarantee 105
Guaranteed Cash Settlement Amount106
Guarantor 252
Hedge Positions 98, 110
Hedging Disruption98, 110
Hedging Shares 191
holder 69
Holder252
holder of Uncertificated Registered Notes 69
holder of Warrants105
Holding Company6
Increased Cost of Hedging98, 110

Index 191, 234
Index Adjustment Event180
Index Adjustment Events 133
Index Cancellation 180, 234
Index Disruption180
Index Level181, 234
Index Linked Security191
Index Modification180
Index Sponsor191, 234
Index Sponsor(s)47, 57
Inflation Linked Conditions228
Inflation Linked Securities235
Initial Stock Loan Rate191
Insolvency191
Insolvency Filing 191
interest 89
Interest Amount99
Interest Basis 99
Interest Calculation Period99
Interest Commencement Date99
Interest Determination Date99
Interest Payment Date 72
Interest Payment Dates 72
Interest Period End Date 99
Interest Rate 72
Investor 1
ISDA Definitions99
ISDA Rate99
Issuer 252
Issuers 1
ITA 2007 264
Latest Level228
Linear Interpolation 100
listed1
LME125
London Stock Exchange1
Loss of Stock Borrow192
Mandatory FX Disruption Event(s)209
Market Disruption Event 192
Markets in Financial Instruments Directive1
Material Change in Content 138
Material Change in Formula 138
Maximum Stock Loan Rate193
Merger Event 193
Modified Following 76
Moody's20
Multi-exchange Index193
Nationalisation 194
Nearby Month 136
Nearest 76
New Entity117
New Guarantor255
New Note Issuer 91
New Warrant Issuer116
Note Agents 66
Note Conditions 66
Note Determination Agent 66, 100
Note Early Redemption Date100
Note Issuer66

Note Issuer Redemption Notice 80
Note Issuer Specified Early Redemption Event
Redemption Notice80
Note Maturity Redemption Notice 80
Note Redemption Amount100
Note Redemption Notice Time100
Noteholder36, 69
Noteholder's Notice100
Notes1, 66
Offer Period50
Offeror 1
Official List1
Operator 70
Operator register of corporate securities 70
Ordinary Shares 248
Original Currency 204
Participant ID100
participating securities70
Paying Agents 66
Payment Date 194, 235
Payment Day100
Permanent Global Note31, 68
person 252
Physical Settlement7
Postponement 138
Potential Adjustment Event194
Preceding 76
Preference Share Guarantor1
Preference Share Issuer 252
Preference Share Redemption Amount248,
253
Preference Share Redemption Date248
Preference Share Settlement Disruption
Amount107
Preference Share Settlement Disruption Event
107
Preference Shares 1, 36, 105, 248, 252
Price Materiality Percentage 210
Price Source136
Price Source Disruption 138
Pricing Date136
Primary Rate 210
principal89
Principal Financial Centre 204
Principal Notes Agent66
Principal Warrant Agent 104
Proceedings 91, 117
Product Specific Risk Factors 11
Programme 1, 253
Prospectus 1
Prospectus Directive 2, 35
Public Offer Jurisdictions50
Rate Calculation Date 210
Rebased Index 231
Rebased Index Level 231
Record69
record of uncertificated corporate securities.70
Redemption Expenses101 Redenomination Date 71

Reference Asset 44, 45, 47, 49, 54, 56, 57, 58,
59
Reference Asset(s)101
Reference Banks 101
Reference Level229
Reference Month 235
Registrar 66
Regulations8, 69
Related Bond 235
Related Bond Redemption Event 235
Related Exchange194
Relevant Annex17, 104
Relevant Clearing System Business Day 101,
107
Relevant Clearing Systems 101, 104
Relevant Commodity136 Relevant Commodity Price 136
Relevant Date 101
Relevant Factor226
Relevant Level 228
Relevant Member State 34
Relevant Preference Shares106
Relevant Rules101
Relevant Screen Page101
relevant system70
Reset Date99
Reuters Screen210
Scheduled Averaging Date 187
Scheduled Closing Time195
Scheduled Trading Day 195
Scheduled Valuation Date 181
Second Nearby Month 136
Secondary Rate 210
Securities 1, 36, 253
Securities Account 102
Securities Act3, 36
Series67, 102, 105
Settlement Currency 195
Settlement Disruption Amount102
Share 195
Share Company195
Share Increase248
Share Linked Security195
Sixth Nearby Month 136
Special Note Redemption Notice81
Special Resolution 249
Specified Currency195
Specified Duration102
Specified Early Redemption Event Note
Redemption Notice 81
Specified Early Redemption Event Note
Redemption Notice Time 102
Specified Early Redemption Event Warrant
Delivery Date 102
Specified Jurisdiction 195 Specified Price136
Specified Rate210
Specified Time 210
Sponsor132
Spot Rate210

Standard & Poor's 20
Statute249
Substitute Index Level228
Substitute Price 183
Substitute Shares183
Successor102
Successor Currency204
Successor Index 132, 181, 229
Successor Index Sponsor 181
Successor Sponsor132
Supplement 271
Swap Transaction 99
TARGET 2 System102
TARGET2 Business Day102
Tax Event 89
Taxes102
Telerate 210
Temporary Global Note31, 68
Tender Offer195
Traded Price181
Trading Day139
Trading Disruption139, 196
Tranche 67, 105
Treaty 71

UK Listing Authority 1
Uncertificated Registered Notes8, 67
Underlying36
Valid Date 187
Valuation Date 196, 210
Valuation Time196
Warrant 103
Warrant Agents104
Warrant Conditions 104
Warrant Delivery Date103
Warrant Determination Agent 104
Warrant Exercise Date106
Warrant Exercise Notice 111
Warrant Exercise Price 107
Warrant Guarantor1, 104
Warrant Guarantor Jurisdictions116
Warrant Issuer 104, 252
Warrant Issuer Jurisdictions 116
Warrant Market Value41, 43
Warrant Settlement Date 107, 249
Warrant Settlement Disruption Event 103
Warrantholder 105, 253
Warrants 1, 36, 104, 253

REGISTERED OFFICE OF THE BANK 1 Churchill Place London E14 5HP

REGISTERED OFFICE OF BCCL

c/o Barclays Private Bank & Trust (Cayman) Limited

P.O. Box 487, 4th Floor, FirstCaribbean House 25 Main Street, George Town Grand Cayman KY1-1106 Cayman Islands

PRINCIPAL NOTES AGENT AND PRINCIPAL WARRANT AGENT

The Bank of New York Mellon One Canada Square London E14 5AL

LUXEMBOURG WARRANT AGENT

The Bank of New York (Luxembourg) S.A.

Aerogolf Center 1A Hoehenhof L-1736, Senningerberg Luxembourg

NOTE DETERMINATION AGENT AND WARRANT DETERMINATION AGENT

Barclays Capital Securities Limited

1 Churchill Place London E14 5HP

Barclays Bank PLC

1 Churchill Place London E14 5HP

REGISTRAR

Computershare Investor Services PLC

PO Box 82, The Pavillions Bridgwater Road Bristol BS99 7NR

LEGAL ADVISERS

in respect of English law: in respect of Cayman Islands law:

Allen & Overy LLP Maples and Calder

One Bishops Square P.O. Box 309, Ugland House London E1 6AD Grand Cayman KY1 – 1104 Cayman Islands

AUDITORS

To the Bank and BCCL PricewaterhouseCoopers Southwark Towers 32 London Bridge London SE1 9SY