Common use of Additional Documents Incorporated by Reference Clause in Contracts

Additional Documents Incorporated by Reference. SCHEDULE III TO ANNEX I [To be modified as appropriate and completed prior to execution of this Terms Agreement] BARCLAYS BANK PLC Title of Subscription Securities: Aggregate Principal Amount Offered: Price to Public: Settlement Date: Managing Underwriters: Subscription Price by Underwriters: Maturity Date: Interest Rate: Interest Payment Dates: Interest Reset Dates: Redemption Provisions: [Other Provisions:] The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternately, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free [•]. ANNEX II Barclays Bank PLC Administrative Procedure This Administrative Procedure relates to the Securities defined in the Amended and Restated Distribution Agreement, dated [•], 2007 (the “Distribution Agreement”), between Barclays Bank PLC, a corporation organized under the laws of England and Wales (the “Bank”) on the one hand and Barclays Capital Inc. on the other, to which this Administrative Procedure is attached as Annex II. Defined terms used herein and not defined herein shall have the meanings given such terms in the Distribution Agreement, the Prospectus as amended or supplemented, the Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the Indenture or the Distribution Agreement, the relevant provisions of the Securities, the Indenture and the Distribution Agreement shall control. The procedures to be followed with respect to the settlement of issues of Securities directly by the Bank to subscribers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a subscription of Securities by an Agent, as principal, from the Bank will be set forth in a Terms Agreement pursuant to the Distribution Agreement, unless the Bank and such Agent otherwise agree as provided in Section 2(b) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a subscription of a Security by a subscriber solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a subscription of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Bank will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to subscribe for Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Bank (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I or Part III hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof. PART I: ADMINISTRATIVE PROCEDURE FOR BOOK-ENTRY SECURITIES In connection with the qualification of the Book-Entry Securities for eligibility in the book-entry system maintained by the Depositary, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representation from the Bank and the Trustee to the Depositary, dated as of [•], 2007, and a Medium-Term Note Certificate Agreement between the Trustee and the Depositary, dated as of April 14, 1989 (the “Certificate Agreement”), and its obligations as a participant in the Depositary, including the Depositary’s Same-Day Funds Settlement System (“SDFS”). II-1 Posting Rates by the Bank: The Bank and the Agents will discuss from time to time the rates of interest per annum to be borne by and the maturity of Book-Entry Securities that may be sold as a result of the solicitation of offers by an Agent. The Bank may establish a fixed set of interest rates and maturities for an offering period (“posting”). If the Bank decides to change already posted rates, it will promptly advise the Agents to suspend solicitation of offers until the new posted rates have been established with the Agents. Acceptance of Offers by the Bank: Each Agent will promptly advise the Bank by telephone or other appropriate means of all reasonable offers to subscribe for Book-Entry Securities, other than those rejected by such Agent. Each Agent may, in its discretion reasonably exercised, reject any offer received by it in whole or in part. Each Agent also may make offers to the Bank to subscribe for Book-Entry Securities as a Purchasing Agent. The Bank will have the sole right to accept offers to subscribe for Book-Entry Securities and may reject any such offer in whole or in part. The Bank will promptly notify the Selling Agent or Purchasing Agent, as the case may be, of its acceptance or rejection of an offer to subscribe for Book-Entry Securities. If the Bank accepts an offer to subscribe for Book-Entry Securities, it will confirm such acceptance in writing to the Selling Agent or Purchasing Agent, as the case may be, and the Trustee. Communication of Subscription Information to the Bank by Agent and Settlement Procedures: A. After the acceptance of an offer by the Bank, the Selling Agent or Purchasing Agent, as the case may be, will communicate promptly, but in no event later than the time set forth under “Settlement Procedure Timetable” below, the following details of the terms of such offer (the “Subscription Information”) to the Bank by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means: (1) Principal Amount of Book-Entry Securities to be subscribed; (2) If a Fixed Rate Book-Entry Security, the interest rate and initial interest payment date; (3) Trade Date; (4) Settlement Date; (5) Maturity Date; (6) Specified Currency and, if the Specified Currency is other than U.S. dollars, the applicable Exchange Rate for such Specified Currency (it being understood that currently the Depositary accepts deposits of Global Securities denominated in U.S. dollars only); (7) The Exchange Rate Agent and the Exchange Rate Determination Date, if applicable;

Additional Documents Incorporated by Reference. SCHEDULE III TO ANNEX I [To be modified as appropriate and completed prior None. Pursuant to execution Section 6(g) of this Terms Agreement] BARCLAYS BANK PLC Title of Subscription Securities: Aggregate Principal Amount Offered: Price to Public: Settlement Date: Managing Underwriters: Subscription Price by Underwriters: Maturity Date: Interest Rate: Interest Payment Dates: Interest Reset Dates: Redemption Provisions: [Other Provisions:] The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternately, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free [•]. ANNEX II Barclays Bank PLC Administrative Procedure This Administrative Procedure relates to the Securities defined in the Amended and Restated Distribution Agreement, dated [•], 2007 (the “Distribution Agreement”), between Barclays Bank PLC, a corporation organized under the laws of England and Wales (the “Bank”) on the one hand and Barclays Capital Inc. on the other, to which this Administrative Procedure is attached as Annex II. Defined terms used herein and not defined herein shall have the meanings given such terms in the Distribution Underwriting Agreement, the Prospectus as amended or supplemented, accountants shall furnish letters to the Indenture or Underwriters to the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the Indenture or the Distribution Agreement, the relevant provisions of the Securities, the Indenture and the Distribution Agreement shall control. The procedures to be followed effect that: (i) They are an independent registered public accounting firm with respect to the settlement Guarantor and its subsidiaries within the meaning of issues of the Securities directly Act and the applicable published rules and regulations thereunder adopted by the Bank Securities and Exchange Commission (the “SEC”) and the Public Company Accounting Oversight Board (United States) (the “PCAOB”); (ii) In their opinion, the financial statements and any supplementary financial information and schedules (and, if applicable, financial forecasts and/or pro forma financial information) audited or examined by them and included or incorporated by reference in the Registration Statement or the Prospectus comply as to subscribers solicited by an Agentform in all material respects with the applicable accounting requirements of the Securities Act or the Exchange Act, as agentapplicable, are set forth below. The terms and settlement details related to a subscription of Securities by an Agent, as principal, from the Bank will be set forth in a Terms Agreement pursuant to the Distribution Agreement, unless the Bank and such Agent otherwise agree as provided in Section 2(b) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a subscription of a Security by a subscriber solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a subscription of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Bank will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to subscribe for Securities and the related settlement details. Each Security will be issued only in fully registered form published rules and will be represented by either regulations thereunder; and, if applicable, they have made a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Bank (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the Indenture. Book-Entry Securities will be issued review in accordance with standards established by the Administrative Procedure set forth American Institute of Certified Public Accountants of the consolidated interim financial statements, selected financial data, pro forma financial information, financial forecasts and/or condensed financial statements derived from audited financial statements of the Guarantor for the periods specified in Part I such letter, as indicated in their reports thereon, copies of which have been furnished to the Underwriters; (iii) The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Guarantor for the five most recent fiscal years included in the Prospectus and/or included or Part III hereof, and Certificated Securities will be issued incorporated by reference in accordance Item 6 of the Guarantor’s Annual Report on Form 10-K for the most recent fiscal year agrees with the Administrative Procedure set forth corresponding amounts (after restatement where applicable) in Part II hereof.the audited consolidated financial statements for such five fiscal years which were included or incorporated by reference in the Guarantor’s Annual Reports on Form 10-K for such fiscal years; PART I: ADMINISTRATIVE PROCEDURE FOR BOOK-ENTRY SECURITIES In connection (iv) They have compared the information in the Prospectus under selected captions with the qualification disclosure requirements of Regulation S-K and on the Book-Entry Securities for eligibility basis of limited procedures specified in the book-entry system maintained by the Depositary, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representation from the Bank and the Trustee such letter nothing came to the Depositary, dated as of [•], 2007, and a Medium-Term Note Certificate Agreement between the Trustee and the Depositary, dated as of April 14, 1989 (the “Certificate Agreement”), and its obligations as a participant in the Depositary, including the Depositary’s Same-Day Funds Settlement System (“SDFS”). II-1 Posting Rates by the Bank: The Bank and the Agents will discuss from time to time the rates of interest per annum to be borne by and the maturity of Book-Entry Securities that may be sold their attention as a result of the solicitation of offers by an Agent. The Bank may establish a fixed set of interest rates and maturities for an offering period (“posting”). If the Bank decides foregoing procedures that caused them to change already posted rates, it will promptly advise the Agents to suspend solicitation of offers until the new posted rates have been established believe that this information does not conform in all material respects with the Agents. Acceptance disclosure requirements of Offers by the Bank: Each Agent will promptly advise the Bank by telephone or other appropriate means of all reasonable offers to subscribe for Book-Entry SecuritiesItems 301, other than those rejected by such Agent. Each Agent may302, in its discretion reasonably exercised402 and 503(d), reject any offer received by it in whole or in part. Each Agent also may make offers to the Bank to subscribe for Book-Entry Securities as a Purchasing Agent. The Bank will have the sole right to accept offers to subscribe for Book-Entry Securities and may reject any such offer in whole or in part. The Bank will promptly notify the Selling Agent or Purchasing Agent, as the case may berespectively, of its acceptance or rejection Regulation S-K; (v) On the basis of limited procedures, not constituting an offer examination in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to subscribe for Book-Entry Securities. If the Bank accepts an offer to subscribe for Book-Entry Securities, it will confirm such acceptance in writing to the Selling Agent or Purchasing Agent, as the case may be, and the Trustee. Communication of Subscription Information to the Bank by Agent and Settlement Procedures: A. After the acceptance of an offer by the Bank, the Selling Agent or Purchasing Agent, as the case may be, will communicate promptly, but in no event later than the time set forth under “Settlement Procedure Timetable” below, the following details a reading of the terms latest available interim financial statements of the Guarantor and its subsidiaries, inspection of the minute books of the Guarantor and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, inquiries of officials of the Guarantor and its subsidiaries responsible for financial and accounting matters and such offer (the “Subscription Information”) other inquiries and procedures as may be specified in such letter, nothing came to the Bank by telephone (confirmed in writing) or by facsimile transmission or other acceptable written meanstheir attention that caused them to believe that: (1A) Principal Amount of Bookany unaudited income statement data and balance sheet items included in the Prospectus do not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in the Guarantor’s Annual Report on Form 10-Entry Securities to be subscribedK for the most recent fiscal year; (2B) If the unaudited financial statements which were not included in the Prospectus but from which were derived the unaudited condensed financial statements referred to in clause (A) and any unaudited income statement data and balance sheet items included in the Prospectus and referred to in clause (A) were not determined on a Fixed Rate Bookbasis substantially consistent with the basis for the audited financial statements included or incorporated by reference in the Guarantor’s Annual Report on Form 10-Entry Security, K for the interest rate and initial interest payment datemost recent fiscal year; (3C) Trade Dateany unaudited pro forma consolidated condensed financial statements included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements; (4D) Settlement Date;as of a specified date not more than five days prior to the date of such letter, there have been any decreases in demand deposits, interest checking deposits, long-term debt or stockholders’ equity, or in other items specified by the Representatives, or any increases in long-term debt, or in other items specified by the Representatives, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (5E) Maturity Date; for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus to the specified date referred to in clause (6E) Specified Currency there were any decreases in net interest income or net income, or other items specified by the Representatives, or any increases in any items specified by the Representatives, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representatives, except in each case for increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and, if the Specified Currency is other than U.S. dollars, the applicable Exchange Rate for such Specified Currency (it being understood that currently the Depositary accepts deposits of Global Securities denominated in U.S. dollars only); (7) The Exchange Rate Agent and the Exchange Rate Determination Date, if applicable;

Additional Documents Incorporated by Reference. SCHEDULE III TO ANNEX I None. [To be modified as appropriate and completed prior Insert Final Term Sheet] Pursuant to execution Section 6(f) of this Terms Agreement] BARCLAYS BANK PLC Title of Subscription Securities: Aggregate Principal Amount Offered: Price to Public: Settlement Date: Managing Underwriters: Subscription Price by Underwriters: Maturity Date: Interest Rate: Interest Payment Dates: Interest Reset Dates: Redemption Provisions: [Other Provisions:] The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternately, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free [•]. ANNEX II Barclays Bank PLC Administrative Procedure This Administrative Procedure relates to the Securities defined in the Amended and Restated Distribution Agreement, dated [•], 2007 (the “Distribution Agreement”), between Barclays Bank PLC, a corporation organized under the laws of England and Wales (the “Bank”) on the one hand and Barclays Capital Inc. on the other, to which this Administrative Procedure is attached as Annex II. Defined terms used herein and not defined herein shall have the meanings given such terms in the Distribution Underwriting Agreement, the Prospectus as amended or supplemented, accountants shall furnish letters to the Indenture or Underwriters to the Securities. To the extent the procedures set forth below conflict with the provisions of the Securities, the Indenture or the Distribution Agreement, the relevant provisions of the Securities, the Indenture and the Distribution Agreement shall control. The procedures to be followed effect that: (i) They are an independent registered public accounting firm with respect to the settlement Guarantor and its subsidiaries within the meaning of issues of the Securities directly Act and the applicable published rules and regulations thereunder adopted by the Bank Securities and Exchange Commission (the “SEC”) and the Public Company Accounting Oversight Board (United States) (the “PCAOB”); (ii) In their opinion, the financial statements and any supplementary financial information and schedules (and, if applicable, financial forecasts and/or pro forma financial information) audited or examined by them and included or incorporated by reference in the Registration Statement or the Prospectus comply as to subscribers solicited by an Agentform in all material respects with the applicable accounting requirements of the Securities Act or the Exchange Act, as agentapplicable, are set forth below. The terms and settlement details related to a subscription of Securities by an Agent, as principal, from the Bank will be set forth in a Terms Agreement pursuant to the Distribution Agreement, unless the Bank and such Agent otherwise agree as provided in Section 2(b) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a subscription of a Security by a subscriber solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a subscription of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Bank will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to subscribe for Securities and the related settlement details. Each Security will be issued only in fully registered form published rules and will be represented by either regulations thereunder; and, if applicable, they have made a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Bank (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the Indenture. Book-Entry Securities will be issued review in accordance with standards established by the Administrative Procedure set forth American Institute of Certified Public Accountants of the consolidated interim financial statements, selected financial data, pro forma financial information, financial forecasts and/or condensed financial statements derived from audited financial statements of the Guarantor for the periods specified in Part I or Part III hereofsuch letter, and Certificated Securities will be issued as indicated in their reports thereon, copies of which have been furnished to the Underwriters; (iii) They have made a review in accordance with standards established by the Administrative Procedure set forth American Institute of Certified Public Accountants of the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in Part II hereof. PART I: ADMINISTRATIVE PROCEDURE FOR BOOKthe Prospectus and/or included in the Guarantor’s Quarterly Report(s) on Form 10-ENTRY SECURITIES In connection Q covering periods after the latest full fiscal year and incorporated by reference into the Prospectus as indicated in their reports thereon, copies of which have been furnished to the Underwriters; and on the basis of specified procedures including inquiries of officials of the Guarantor who have responsibility for financial and accounting matters regarding whether the unaudited condensed consolidated financial statements referred to in paragraph (vi)(A)(i) below comply as to form in all material respects with the qualification applicable accounting requirements of the Book-Entry Securities Act and the Exchange Act and the related published rules and regulations, nothing came to their attention that caused them to believe that the unaudited condensed consolidated financial statements do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act and the related published rules and regulations; (iv) The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Guarantor for eligibility the five most recent fiscal years included in the bookProspectus and/or included or incorporated by reference in Item 6 of the Guarantor’s Annual Report on Form 10-entry system maintained by K for the Depositary, most recent fiscal year agrees with the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representation from the Bank and the Trustee to the Depositary, dated as of [•], 2007, and a Medium-Term Note Certificate Agreement between the Trustee and the Depositary, dated as of April 14, 1989 corresponding amounts (the “Certificate Agreement”), and its obligations as a participant after restatement where applicable) in the Depositary, including audited consolidated financial statements for such five fiscal years which were included or incorporated by reference in the DepositaryGuarantor’s SameAnnual Reports on Form 10-Day Funds Settlement System K for such fiscal years; (“SDFS”). II-1 Posting Rates by v) They have compared the Bank: The Bank information in the Prospectus under selected captions with the disclosure requirements of Regulation S-K and on the Agents will discuss from time basis of limited procedures specified in such letter nothing came to time the rates of interest per annum to be borne by and the maturity of Book-Entry Securities that may be sold their attention as a result of the solicitation of offers by an Agent. The Bank may establish a fixed set of interest rates and maturities for an offering period (“posting”). If the Bank decides foregoing procedures that caused them to change already posted rates, it will promptly advise the Agents to suspend solicitation of offers until the new posted rates have been established believe that this information does not conform in all material respects with the Agents. Acceptance disclosure requirements of Offers by the Bank: Each Agent will promptly advise the Bank by telephone or other appropriate means of all reasonable offers to subscribe for Book-Entry SecuritiesItems 301, other than those rejected by such Agent. Each Agent may302, in its discretion reasonably exercised402 and 503(d), reject any offer received by it in whole or in part. Each Agent also may make offers to the Bank to subscribe for Book-Entry Securities as a Purchasing Agent. The Bank will have the sole right to accept offers to subscribe for Book-Entry Securities and may reject any such offer in whole or in part. The Bank will promptly notify the Selling Agent or Purchasing Agent, as the case may berespectively, of its acceptance or rejection Regulation S-K; (vi) On the basis of limited procedures, not constituting an offer examination in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to subscribe for Book-Entry Securities. If the Bank accepts an offer to subscribe for Book-Entry Securities, it will confirm such acceptance in writing to the Selling Agent or Purchasing Agent, as the case may be, and the Trustee. Communication of Subscription Information to the Bank by Agent and Settlement Procedures: A. After the acceptance of an offer by the Bank, the Selling Agent or Purchasing Agent, as the case may be, will communicate promptly, but in no event later than the time set forth under “Settlement Procedure Timetable” below, the following details a reading of the terms latest available interim financial statements of the Guarantor and its subsidiaries, inspection of the minute books of the Guarantor and its subsidiaries since the date of the latest audited financial statements included or incorporated by reference in the Prospectus, inquiries of officials of the Guarantor and its subsidiaries responsible for financial and accounting matters and such offer (the “Subscription Information”) other inquiries and procedures as may be specified in such letter, nothing came to the Bank by telephone (confirmed in writing) or by facsimile transmission or other acceptable written meanstheir attention that caused them to believe that: (1A) Principal Amount (i) the unaudited consolidated statements of Bookincome, consolidated balance sheets and consolidated statements of cash flows included or incorporated by reference in the Company’s Quarterly Reports on Form 10-Entry Securities Q incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related published rules and regulations, or (ii) any material modifications should be made to the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included or incorporated by reference in the Guarantor’s Quarterly Report(s) on Form 10-Q incorporated by reference in the Prospectus for them to be subscribedin conformity with generally accepted accounting principles; (2B) If any other unaudited income statement data and balance sheet items included in the Prospectus do not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a Fixed Rate Bookbasis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included or incorporated by reference in the Guarantor’s Annual Report on Form 10-Entry Security, K for the interest rate and initial interest payment datemost recent fiscal year; (3C) Trade Datethe unaudited financial statements which were not included in the Prospectus but from which were derived the unaudited condensed financial statements referred to in clause (A) and any unaudited income statement data and balance sheet items included in the Prospectus and referred to in clause (B) were not determined on a basis substantially consistent with the basis for the audited financial statements included or incorporated by reference in the Guarantor’s Annual Report on Form 10-K for the most recent fiscal year; (4D) Settlement Dateany unaudited pro forma consolidated condensed financial statements included or incorporated by reference in the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the published rules and regulations thereunder or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements; (5E) Maturity Date;as of a specified date not more than five days prior to the date of such letter, there have been any decreases in interest-bearing deposits, non-interest bearing deposits, total deposits or stockholders’ equity, or in other items specified by the Representative, or any increases in long-term borrowings, or in other items specified by the Representative, in each case as compared with amounts shown in the latest balance sheet included or incorporated by reference in the Prospectus, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (6F) Specified Currency for the period from the date of the latest financial statements included or incorporated by reference in the Prospectus to the specified date referred to in clause (E) there were any decreases in net interest income or net income, or other items specified by the Representative, or any increases in any items specified by the Representative, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representative, except in each case for increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and (vii) In addition to the examination or audit referred to in their report(s) included or incorporated by reference in the Prospectus and the limited procedures, if inspection of minute books, inquiries and other procedures referred to in paragraphs (iii) and (vi) above, they have carried out certain specified procedures, not constituting an examination or audit in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information specified by the Specified Currency is other than U.S. dollarsRepresentative which are derived from the general accounting records of the Guarantor and its subsidiaries, which appear in the Prospectus (excluding documents incorporated by reference) or in Part II of, or in exhibits and schedules to, the applicable Exchange Rate for Registration Statement specified by the Representative or in documents incorporated by reference in the Prospectus specified by the Representative, and have compared certain of such Specified Currency (it being understood that currently amounts, percentages and financial information with the Depositary accepts deposits accounting records of Global Securities denominated the Guarantor and its subsidiaries and have found them to be in U.S. dollars only); (7) The Exchange Rate Agent and the Exchange Rate Determination Date, if applicable;agreement.

Additional Documents Incorporated by Reference. SCHEDULE III TO ANNEX I [To be modified as appropriate and completed prior 1. Supplemental Financial Information dated November 7, 2006 relating to execution of this Terms Agreement] BARCLAYS BANK PLC Title of Subscription Securities: Aggregate Principal Amount Offered: Price discontinued operations. From time to Public: Settlement Date: Managing Underwriters: Subscription Price by Underwriters: Maturity Date: Interest Rate: Interest Payment Dates: Interest Reset Dates: Redemption Provisions: [Other Provisions:] The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternately, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free [•]. ANNEX II Barclays Bank PLC Administrative Procedure This Administrative Procedure relates to the Securities defined in the Amended and Restated Distribution Agreement, dated [•], 2007 (the “Distribution Agreement”), between Barclays Bank PLCtime Talisman Energy Inc., a corporation organized under the laws of England and Wales Canada (the “BankCompany”), proposes to enter into one or more underwriting agreements in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable underwriting agreement (such firms constituting the “Underwriters” with respect to such underwriting agreement and the securities specified therein) certain of its debt securities (the “Securities”) on specified in Schedule II to such underwriting agreement (with respect to such underwriting agreement, the one hand “Designated Securities”). Each particular underwriting agreement shall be deemed to incorporate the provisions hereof (these “Standard Provisions”) into such underwriting agreement, and Barclays Capital Inc. on each such underwriting agreement, together with these Standard Provisions so incorporated therein, is collectively referred to as the other“Underwriting Agreement”. The terms “this Agreement”, to which this Administrative Procedure is attached “hereof”, “herein” and similar terms mean the Underwriting Agreement including all Schedules thereto and these Standard Provisions. The terms and rights of any particular issuance of Designated Securities shall be as Annex II. Defined terms used herein and not defined herein shall have the meanings given such terms specified in the Distribution Underwriting Agreement relating thereto and in or pursuant to the indenture (the “Indenture”) identified in such Underwriting Agreement. Particular sales of Securities may be made from time to time to the Underwriters of such Securities, for whom the Prospectus firms designated as amended or supplemented, the Indenture or the Securities. To the extent the procedures set forth below conflict with the provisions representatives of the Underwriters of such Securities in the Underwriting Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as its or their representatives. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Underwriting Agreement with respect to the Designated Securities specified therein. Each Underwriting Agreement shall specify the aggregate principal amount of such Designated Securities, the Indenture or the Distribution Agreementinitial public offering price of such Designated Securities, the relevant provisions purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and the principal amount of such Designated Securities to be purchased by each Underwriter and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Underwriting Agreement shall also specify (to the extent not set forth in the Indenture and the Distribution Agreement shall control. The procedures to be followed registration statement and prospectus with respect to the settlement of issues of Securities directly by the Bank to subscribers solicited by an Agent, as agent, are set forth below. The terms and settlement details related to a subscription of Securities by an Agent, as principal, from the Bank will be set forth in a Terms Agreement pursuant to the Distribution Agreement, unless the Bank and such Agent otherwise agree as provided in Section 2(bthereto) of the Distribution Agreement, in which case the procedures to be followed in respect of the settlement of such sale will be as set forth below. An Agent, in relation to a subscription of a Security by a subscriber solicited by such Agent, is referred to herein as the “Selling Agent” and, in relation to a subscription of a Security by such Agent as principal other than pursuant to a Terms Agreement, as the “Purchasing Agent”. The Bank will advise each Agent in writing of those persons with whom such Agent is to communicate regarding offers to subscribe for Securities and the related settlement details. Each Security will be issued only in fully registered form and will be represented by either a global security (a “Global Security”) delivered to the Trustee, as agent for The Depository Trust Bank (the “Depositary”), and recorded in the book-entry system maintained by the Depositary (a “Book-Entry Security”), or a certificate issued in definitive form (a “Certificated Security”) delivered to a person designated by an Agent, as set forth in the applicable Pricing Supplement. An owner of a Book-Entry Security will not be entitled to receive a certificate representing such a Security, except as provided in the Indenture. Book-Entry Securities will be issued in accordance with the Administrative Procedure set forth in Part I or Part III hereof, and Certificated Securities will be issued in accordance with the Administrative Procedure set forth in Part II hereof. PART I: ADMINISTRATIVE PROCEDURE FOR BOOK-ENTRY SECURITIES In connection with the qualification of the Book-Entry Securities for eligibility in the book-entry system maintained by the Depositary, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representation from the Bank and the Trustee to the Depositary, dated as of [•], 2007, and a Medium-Term Note Certificate Agreement between the Trustee and the Depositary, dated as of April 14, 1989 (the “Certificate Agreement”), and its obligations as a participant in the Depositary, including the Depositary’s Same-Day Funds Settlement System (“SDFS”). II-1 Posting Rates by the Bank: The Bank and the Agents will discuss from time to time the rates of interest per annum to be borne by and the maturity of Book-Entry Securities that may be sold as a result of the solicitation of offers by an Agent. The Bank may establish a fixed set of interest rates and maturities for an offering period (“posting”). If the Bank decides to change already posted rates, it will promptly advise the Agents to suspend solicitation of offers until the new posted rates have been established with the Agents. Acceptance of Offers by the Bank: Each Agent will promptly advise the Bank by telephone or other appropriate means of all reasonable offers to subscribe for Book-Entry Securities, other than those rejected by such Agent. Each Agent may, in its discretion reasonably exercised, reject any offer received by it in whole or in part. Each Agent also may make offers to the Bank to subscribe for Book-Entry Securities as a Purchasing Agent. The Bank will have the sole right to accept offers to subscribe for Book-Entry Securities and may reject any such offer in whole or in part. The Bank will promptly notify the Selling Agent or Purchasing Agent, as the case may be, of its acceptance or rejection of an offer to subscribe for Book-Entry Securities. If the Bank accepts an offer to subscribe for Book-Entry Securities, it will confirm such acceptance in writing to the Selling Agent or Purchasing Agent, as the case may be, and the Trustee. Communication of Subscription Information to the Bank by Agent and Settlement Procedures: A. After the acceptance of an offer by the Bank, the Selling Agent or Purchasing Agent, as the case may be, will communicate promptly, but in no event later than the time set forth under “Settlement Procedure Timetable” below, the following details of the terms of such offer Designated Securities. An Underwriting Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of facsimile communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the “Subscription Information”) to the Bank by telephone (confirmed in writing) or by facsimile transmission or other acceptable written means: (1) Principal Amount of Book-Entry Securities to Underwriters under each Underwriting Agreement shall be subscribed; (2) If a Fixed Rate Book-Entry Security, the interest rate several and initial interest payment date; (3) Trade Date; (4) Settlement Date; (5) Maturity Date; (6) Specified Currency and, if the Specified Currency is other than U.S. dollars, the applicable Exchange Rate for such Specified Currency (it being understood that currently the Depositary accepts deposits of Global Securities denominated in U.S. dollars only); (7) The Exchange Rate Agent and the Exchange Rate Determination Date, if applicable;not joint.