Exhibit 1.3

CONFORMED COPY

Company Number: 1026167

THE COMPANIES ACT 1985

COMPANY LIMITED BY SHARES

SPECIAL RESOLUTION

OF

BARCLAYS BANK PLC

Written Resolution of the Members of Barclays Bank PLC

passed as a Special Resolution

We, the undersigned, being all the Members of Barclays Bank PLC (the “Company”) who are, at the date hereof, entitled to attend and vote at a general meeting of the Company, hereby unanimously pass the following resolution in writing (such resolution to have effect as a special resolution of the Company) pursuant to and in accordance with Article 59A of the Articles of Association of the Company:

SPECIAL RESOLUTION

Adoption of the terms of the Non-Cumulative Callable Dollar Preference Shares, Series 1

WE HEREBY UNANIMOUSLY RESOLVE THAT, in accordance with Article 5 of the Articles of Association of the Company, the terms and conditions set out in the Schedule attached hereto be and are hereby approved and adopted as the terms and conditions of the Non-Cumulative Callable Dollar Preference Shares, Series 1 of the Company.

Date: 2 June, 2005

For and on behalf of Barclays PLC	For and on behalf of Barclays Group Holdings Limited
CLARE CARSON	MICHELLE AMEY
Authorised signatory	Authorised signatory

SCHEDULE

Barclays Bank PLC

NON-CUMULATIVE CALLABLE DOLLAR PREFERENCE SHARES, SERIES 1

TERMS AND CONDITIONS

(Adopted by a written resolution of the shareholders of Barclays Bank PLC passed as a

special resolution on 2 June, 2005)

The Non-Cumulative Callable Dollar Preference Shares, Series 1 (the “Series 1 Dollar Preference Shares”) of Barclays Bank PLC (the “Issuer”) have attached thereto the respective terms and conditions set out below and are otherwise subject to the provisions of the Articles of Association of the Issuer (the “Articles”).

1. General

The Series 1 Dollar Preference Shares will have a nominal value of U.S.$100 each and will be issued fully paid for cash in accordance with the terms of the underwriting agreement and pricing agreement relating thereto. The Series 1 Dollar Preference Shares will rank pari passu and rateably without any preference or priority among themselves and will rank in priority to the Ordinary Shares of the Issuer. A fuller description of the ranking of the Series 1 Dollar Preference Shares as regards participation in profits and on a return of capital is contained in paragraphs 2(i) and 3 below.

The Series 1 Dollar Preference Shares will, following their initial issue in registered form, be represented by a share warrant to bearer, within the meaning of the Companies Act, in the form of a single global share warrant to bearer (the “Global Series 1 Dollar Preference Share”). The Global Series 1 Dollar Preference Share will be deposited with the custodian for The Bank of New York of 101 Barclay Street, Floor 21 West, New York, New York 10286, as depositary (the “Depositary”). The Global Series 1 Dollar Preference Share is exchangeable in whole or in part for definitive Series 1 Dollar Preference Shares, each in registered form in the circumstances set out in the Global Series 1 Dollar Preference Share.

2. Dividends

(i) Each Series 1 Dollar Preference Share shall entitle the holder thereof to receive out of the profits of the Issuer available for distribution and permitted by law to be distributed a non-cumulative preferential dividend (the “Preference Dividend”), in priority to the payment of any dividend to the

holders of Ordinary Shares and any other class of shares in the capital of the Issuer ranking junior to the Series 1 Dollar Preference Shares as regards participation in profits of the Issuer and pari passu in such regard with the holders of any other class of shares in the capital of the Issuer, (other than any shares which may be issued by the Issuer and which by their terms rank in priority, with the consent or sanction of the holders of the Series 1 Dollar Preference Shares given in accordance with the Articles, to the Series 1 Dollar Preference Shares as regards participation in such profits).

(ii) In respect of the period from (and including) 8th June, 2005 to (but excluding) 15th December, 2034 the Preference Dividend shall accrue at a rate of 6.278 per cent. per annum on the principal amount in respect of each Series 1 Dollar Preference Share, which dividend will be payable, subject as provided below, semi-annually in arrear in U.S. dollars on 15th June and 15th December in each year when, as and if declared by the Board. The first payment of the Preference Dividend will be made on 15th December, 2005 in respect of the period from (and including) 8th June, 2005 to (but excluding) 15th December, 2005. For the purposes of this paragraph (ii) and paragraph (iii) below, “principal amount” means, in relation to each Series 1 Dollar Preference Share, an amount equal to U.S.$10,000. In respect of the period from (and including) 8th June, 2005 to (but excluding) 15th December, 2034, the amount of dividend accruing in respect of any period from (and including) the most recent Dividend Payment Date (or if none, 8th June, 2005) to (but excluding) the relevant payment date (the “Fixed Rate Calculation Period”) will be calculated on the following basis. The amount of dividend will be calculated on the basis of the number of days in the Fixed Rate Calculation Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months).

(iii) From (and including) 15th December, 2034, and thereafter the Preference Dividend shall accrue at a rate, reset quarterly, equal to the aggregate of 1.55 per cent. per annum and USD-LIBOR in respect of the relevant Dividend Period on the principal amount in respect of each Series 1 Dollar Preference Share, which dividend will be payable in quarterly instalments in arrear in U.S. dollars on, subject to adjustment in accordance with the Modified Following Business Day Convention (as defined below), 15th March, 15th June, 15th September and 15th December in each year (each, as adjusted in accordance with the Modified Following Business Day Convention, together with the payment dates specified in paragraph (ii) above, a “Dividend Payment Date”), commencing 15th March, 2035, when, as and if declared by the Board. The amount of dividend accruing in respect of any period commencing on or after 15th December, 2034 other than a full year will be calculated on the basis of the actual number of days elapsed in the relevant period divided by 360. The “Modified Following Business Day Convention” means that if any date which is subject to adjustment in accordance with such

convention would fall on a day which is not a dollar business day, such date shall be postponed to the next day which is a dollar business day, unless it shall thereby fall into the next calendar month, in which event such date shall be brought forward to the immediately preceding dollar business day. The Issuer shall, upon determining the rate at which the Preference Dividend will accrue pursuant to this paragraph (iii), cause such rate and the amount payable in respect of the relevant Dividend Period on each Series 1 Dollar Preference Share to be notified to the Principal Paying Agent.

(iv) Subject to paragraph (v) below, the Preference Dividend for each Dividend Period shall be paid to the extent that payment can be made out of the profits of the Issuer available for distribution and permitted by law to be distributed. If a dividend is to be paid but the distributable profits of the Issuer available for distribution are insufficient (after payment in full, or the setting aside of a sum to enable the payment in full, of dividends expressed to be payable on the relevant Dividend Payment Date on any class of shares in the capital of the Issuer ranking in priority to the Series 1 Dollar Preference Shares as regards participation in the profits of the Issuer, and after payment in full, or the setting aside of a sum to enable the payment in full, of all dividends expressed to be payable on a date earlier than the relevant Dividend Payment Date on any class of shares in the capital of the Issuer that ranks in priority to the Series 1 Dollar Preference Shares in such regard and carries cumulative rights to dividends) to enable payment in full of dividends on the Series 1 Dollar Preference Shares on any Dividend Payment Date and also (1) the payment in full of all other dividends expressed to be payable on such date on any other preference shares and any other class of shares in the capital of the Issuer ranking pari passu therewith as regards participation in profits, and (2) the payment in full, or the setting aside of a sum to enable the payment in full, of all dividends expressed to be payable before such date on any other class of shares in the capital of the Issuer that ranks pari passu with the Series 1 Dollar Preference Shares in such regard and carries cumulative rights to dividends, then the Board shall (subject to paragraph (v) below) declare and pay dividends to the extent of the distributable profits on a pro rata basis so that (i) the aggregate amount of dividends declared on the Series 1 Dollar Preference Shares and (ii) the aggregate amount of dividends declared on each other class of shares on which dividends are expressed to be payable on such date and ranking pari passu with the Series 1 Dollar Preference Shares as regards participation in profits and (iii) the aggregate amount of dividends paid or set aside for payment on such date on each other class of shares ranking pari passu with the Series 1 Dollar Preference Shares in such regard and carrying cumulative rights to dividends, on which dividends were expressed to be payable before such date, will bear to each other the same ratio as the full amounts of dividends (1) expressed to be payable in aggregate on the Series 1 Dollar Preference Shares on such date, (2) expressed to be payable in aggregate on each such other pari passu ranking class of shares on which

dividends are expressed to be payable on such date and (3) paid or provided for in aggregate on each such other pari passu ranking class of shares carrying cumulative rights to dividends in respect of dividends expressed to be payable before such date, bear to each other.

(v) Notwithstanding paragraph (iv) above, if on or prior to any Dividend Payment Date the Board determines in its absolute discretion that the Preference Dividend which would otherwise be declared and payable on a Dividend Payment Date (the “Relevant Dividend”) should not be paid, or should be paid only in part, then the Relevant Dividend shall in accordance with such determination either not be declared and payable at all or only be declared and payable in part.

(vi) If a dividend on the Series 1 Dollar Preference Shares is not paid, or is paid only in part, pursuant to subparagraph (iv) or (v) above, the holders of the Series 1 Dollar Preference Shares shall have no claim in respect of such non-payment or non-payment in part, as applicable. The Issuer shall have no obligation to pay the Preference Dividend accrued for the relevant Dividend Period or to pay interest thereon, whether or not Preference Dividends are declared for any future Dividend Period.

(vii) If any dividend on the Series 1 Dollar Preference Shares is not declared and paid in full on a Dividend Payment Date (the “Relevant Dividend Payment Date”) (or is declared but not paid in full nor a sum set aside to provide for its payment in full), the Dividend Restriction shall apply. The “Dividend Restriction” means that neither the Issuer nor the Holding Company may (a) declare or pay a dividend (other than payment by the Holding Company of a final dividend declared by its shareholders prior to the Relevant Dividend Payment Date, or a dividend paid by the Issuer to the Holding Company or to another wholly-owned Subsidiary) on any of their respective ordinary shares, other preference shares or other share capital or (b) redeem, purchase, reduce or otherwise acquire any of their respective share capital, other than shares of the Issuer held by the Holding Company or a wholly-owned Subsidiary (or set aside any sum or establish any sinking fund for the redemption, purchase or other acquisition thereof), until the earlier of (1) the date on which the Issuer next declares and pays (or sets aside a sum to provide for payment of) in full a Preference Dividend and (2) the date on or by which all of the Series 1 Dollar Preference Shares are either redeemed in full or purchased by or for the account of the Issuer, in each case in accordance with the Articles and the terms of the Series 1 Dollar Preference Shares.

(viii) Any dividend unclaimed after a period of 12 years from the date when it became due for payment shall be forfeited and shall revert to the Issuer and the payment by the Board of any unclaimed dividend or other sum payable on or in respect of a share into a separate account shall not constitute the Issuer a trustee in respect of it.

(ix) No dividend or other moneys payable on or in respect of the Series 1 Dollar Preference Shares shall bear interest as against the Issuer.

3. Capital

On a winding-up or other return of capital (other than a redemption or purchase by the Issuer of any of its issued shares, or a reduction of share capital, permitted by the Articles and under applicable law), the assets of the Issuer available to shareholders shall be applied in priority to any payment to the holders of Ordinary Shares and any other class of shares in the capital of the Issuer then in issue ranking junior to the Series 1 Dollar Preference Shares on such a return of capital and pari passu on such a return of capital with the holders of any other class of shares in the capital of the Issuer then in issue (other than any class of shares in the capital of the Issuer then in issue ranking in priority, with the consent or sanction of the holders of the Series 1 Dollar Preference Shares given in accordance with the Articles, to the Series 1 Dollar Preference Shares on a winding-up or other such return of capital), in payment to the holders of the Series 1 Dollar Preference Shares of an amount per Series 1 Dollar Preference Share equal to the aggregate of:

(i) an amount equal to dividends accrued thereon for the then current Dividend Period to the date of the commencement of the winding-up or other such return of capital; and

(ii) an amount equal to U.S.$10,000 per Series 1 Dollar Preference Share.

After payment of the full amount of the liquidating distributions to which they are entitled, the holders of the Series 1 Dollar Preference Shares will have no right or claim to any of the remaining assets of the Issuer and will not be entitled to any further participation in such return of capital. In the event of the sale of all or substantially all of the assets of the Issuer, the distribution to the shareholders of the Issuer of all or substantially all of the consideration for such sale, unless such consideration (apart from assumption of liabilities) or the net proceeds thereof consists entirely of cash, will not be deemed to be a return of capital in respect of the winding-up of the Issuer.

4. Redemption

The Issuer may, subject to the Companies Act, to the Articles and to the prior consent of the FSA (if required), upon not less than 30 nor more than 60 days’ notice, redeem the Series 1 Dollar Preference Shares in whole, but not only part, on 15th December, 2034 and on any Dividend Payment Date thereafter. Redemption will be effected in the manner provided in the Articles. There shall be paid on each Series 1 Dollar Preference Share so redeemed the aggregate of:

(i) an amount equal to U.S.$10,000; and

(ii) the dividend accrued thereon for the then current Dividend Period to the date fixed for redemption.

In the event that payment of the redemption price in respect of any Series 1 Dollar Preference Share is improperly withheld or refused, the dividend on such Series 1 Dollar Preference Share shall continue to accrue, at the then applicable rate, from the date fixed for redemption to the date of payment of such redemption price. If the due date for payment of any amount of redemption moneys is not a dollar business day, then payment of such amount will be made on the next succeeding dollar business day, without any interest or payment in respect of such delay.

5. Purchases

The Issuer may at any time purchase, or cause to be purchased for its account, all or any of the Series 1 Dollar Preference Shares, subject to the provisions of the Companies Act, the Articles and the applicable rules of any stock exchange or exchanges on which any of its shares are listed from time to time, at any price. The Issuer shall not be required to select the shares to be purchased rateably or in any other particular manner as between the holders of Series 1 Dollar Preference Shares or as between them and the holders of shares of any other class or in accordance with the rights as to dividends or capital conferred by any class of shares. No purchase of Series 1 Dollar Preference Shares will be made by or on behalf of the Issuer without the prior consent of the FSA (if required).

6. Form and Transfer

Title to Series 1 Dollar Preference Shares represented by a share warrant to bearer will pass by delivery of the relevant bearer share warrants. Title to Series 1 Dollar Preference Shares in registered form will pass by transfer and registration on the register for the Series 1 Dollar Preference Shares.

The bearer of any share warrant for the Series 1 Dollar Preference Shares and the persons (if any) in whose names Series 1 Dollar Preference Shares are for the time being registered, shall (to the fullest extent permitted by applicable law) be deemed to be, and shall be treated as, the holders and absolute owners of the relevant Series 1 Dollar Preference Shares for the purpose of receiving payment in respect thereof and for all other purposes (notwithstanding any notice of ownership or writing thereon or any notice of previous loss or theft thereof or any trust or other interest therein), whether or not any payment in respect of the Series 1 Dollar Preference Shares shall be overdue.

Each exchange or registration of transfer of Series 1 Dollar Preference Shares in registered form will, subject to and in accordance with the Articles, be effected by entry on the register for the Series 1 Dollar Preference Shares kept by the Issuer’s registrar at its office in the United Kingdom. No fee shall be charged on the registration of any instrument of transfer or other instrument relating to or affecting the title to the Series 1 Dollar Preference Shares, but the person requesting such registration will be required to pay any related taxes, stamp duties or other governmental charges.

Upon presentation to the Issuer’s registrar at its office in the United Kingdom, a share warrant to bearer may be exchanged for the relevant Series 1 Dollar Preference Shares in registered form, in which event the holder of the share warrant to bearer will be registered as a holder of the Series 1 Dollar Preference Shares in the register of members of the Issuer and will receive a certificate made out in such holder’s name. The exchange of Series 1 Dollar Preference Shares represented by a share warrant to bearer for Series 1 Dollar Preference Shares in registered form will also be subject to applicable UK tax laws and regulations in effect at the time of the exchange. No exchange will be made unless any resulting taxes, stamp duties or other governmental charges have been paid to the Issuer. Series 1 Dollar Preference Shares in registered form will not be exchangeable, in whole or in part, for Series 1 Dollar Preference Shares represented by a share warrant to bearer.

7. Payments

Payments in respect of any amount payable by way of dividend or on redemption in respect of the Series 1 Dollar Preference Shares in bearer form will be made against presentation and, where applicable on redemption, surrender of the relevant share warrant to bearer at the specified office of the Principal Paying Agent or the Paying Agent. Each such payment will be made, at the option of the payee, by a dollar cheque drawn on, or by transfer to a dollar account maintained by the payee with, a branch of a bank in London.

In the case of payments in respect of Series 1 Dollar Preference Shares in bearer form represented by a share warrant, if the due date for payment or any later date upon which the share warrant is presented for payment is not a Payment Business Day, then the holder shall not be entitled to payment at such place of the amount due until the next following Payment Business Day and shall not be entitled to further interest or other payment in respect of such delay.

Payments in respect of any amount payable by way of dividend or on redemption in respect of the Series 1 Dollar Preference Shares in registered form will be made by cheque or warrant sent by post to the registered address of the holder, or in the case of joint holders, to any one of them, or, upon request of the holder or joint holders not later than the date specified for such purpose in the notice of redemption, by bank transfer to a dollar account maintained by the holder, details of which are notified by the holder in writing to the Issuer.

A record of each payment made on a share warrant to bearer will be made on or in relation to such share warrant to bearer by the Principal Paying Agent or the Paying Agent to which the share warrant to bearer is presented for the purposes of making such payment and such record shall be prima facie evidence that the payment in question has been made.

Payments in respect of amounts payable by way of dividend and on redemption on the Series 1 Dollar Preference Shares will be subject in all cases to any applicable fiscal or other laws and other regulations.

8. Voting

The holders of Series 1 Dollar Preference Shares shall not be entitled to receive notice of, or to attend or vote at, any general meeting of the Issuer.

9. Variations of Rights and Further Issues

(i) Save with the sanction of a special resolution passed at a separate general meeting of the holders of Series 1 Dollar Preference Shares then in issue or with the consent in writing of the holders of three-fourths of the issued Series 1 Dollar Preference Shares, the Board shall not authorise or create, or increase the amount of, any shares of any class, or any security convertible into shares of any class, ranking as regards participation in the profits or assets of the Issuer (other than on a redemption or purchase by the Issuer of any such share, or a reduction of share capital, permitted by the Articles and under applicable law) in priority to the Series 1 Dollar Preference Shares. Any such separate general meeting shall be convened and conducted in all respects as nearly as possible in the same way as an extraordinary general meeting of the Issuer and rights to be given notice thereof and to attend and vote thereat shall be as provided in the Articles. The quorum at any such meeting shall be persons holding or representing by proxy at least one third of the issued Series 1 Dollar Preference Shares then in issue but so that if at any adjourned meeting a quorum as so defined is not present, any two holders of the Series 1 Dollar Preference Shares present in person or by proxy shall be a quorum. In relation to any such special resolution, on a show of hands every such holder who is present in person or by proxy shall have one vote and on a poll every such member who is present in person or by proxy shall have one vote in respect of each Series 1 Dollar Preference Share held by him.

(ii) The Issuer shall be entitled at any time and from time to time and without any consent or sanction of the holders of the Series 1 Dollar Preference Shares to create and/or issue further preference or other share capital ranking as regards participation in the profits and assets of the Issuer pari passu with or junior to the Series 1 Dollar Preference Shares. Such creation and/or issue shall be deemed not to alter, vary, affect, modify or abrogate any of the rights attaching to the Series 1 Dollar Preference Shares and for the avoidance of doubt such rights shall not be deemed to be varied by the alteration of any of the provisions, other than an alteration which would result in any such shares ranking as regards participation in the profits or assets of the Issuer in priority to the Series 1 Dollar Preference Shares, set out in the Articles in respect of any such unissued shares. Any further series of shares ranking, as regards participation in profits or assets of the Issuer, pari passu with or junior to the Series 1 Dollar Preference Shares may, without their creation or issue being deemed to vary the special rights attaching to the Series 1 Dollar Preference Shares, either carry identical rights in all respects with the Series 1 Dollar Preference Shares (except as regards the date from which such shares rank for

dividend) or carry rights differing therefrom in any respect including, but without prejudice to the foregoing, in that:

(a) the rate and/or basis of calculating dividends may differ and the dividend may be cumulative or non-cumulative;

(b) such shares may rank for dividends as from such date as may be provided by the terms of issue thereof and the dates for payment of dividend may differ;

(c) such shares may be denominated in any currency or, if permitted by law, any basket of currencies;

(d) a premium may be payable on return of capital or there may be no such premium;

(e) such shares may be redeemable at the option of the Issuer or may be non-redeemable;

(f) different or no restrictions may apply in the event a dividend is not paid on such shares on a scheduled dividend payment date therefor; and

(g) such shares may be convertible into Ordinary Shares or any other class of shares ranking as regards participation in the profits and assets of the Issuer pari passu with or junior to the Series 1 Dollar Preference Shares,

in each case on such terms and conditions as may be prescribed by the terms of issue thereof.

10. Principal Paying Agent and Paying Agent

The Bank of New York, London office, will act as the Registrar and initial Principal Paying Agent for the Series 1 Dollar Preference Shares and The Bank of New York (Luxembourg) S.A. will act as the initial Luxembourg Transfer and Paying Agent for the Series 1 Dollar Preference Shares.

The Issuer reserves the right at any time to vary or terminate the appointment of the Principal Paying Agent and any Paying Agent and to appoint additional or other Paying Agents provided that it will at all times maintain a Paying Agent having a specified office outside the United Kingdom. Notice of any such termination or appointment and of any change in the specified offices of the Paying Agents will be given to Preference Shareholders in accordance with paragraph 11 below.

11. Notices

Further to the provisions for giving notices to members contained in the Articles, notices to holders of Series 1 Dollar Preference Shares represented by one or more share warrants to bearer will be valid if published in a leading daily newspaper in London (which is expected to be the Financial Times) or, if such publication shall not

be practicable, in an English language newspaper of general circulation in Europe or such other method as may be agreed with the holder from time to time. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the first date on which publication is made.

12. Governing Law

The creation and issue of the Series 1 Dollar Preference Shares and the rights attached to them are governed by, and shall be construed in accordance with, English Law.

13. Additional Definitions

“Articles” means the Articles of Association of the Issuer, as in effect from time to time.

“Board” means the board of directors of the Issuer, and includes any sub-committee thereof or person or persons to whom the Board has delegated authority in accordance with the Articles.

“Companies Act” means the Companies Act 1985.

“Dividend Determination Date” means in relation to each Dividend Period commencing on or after 15th December, 2034 the second London Banking Day prior to the commencement of such Dividend Period.

“Dividend Payment Date” means has the meaning set out in paragraph 2(iii) above.

“Dividend Period” means the period from and including a Dividend Payment Date (or the Issue Date) to but not including the next succeeding Dividend Payment Date.

“Dividend Restriction” has the meaning set out in paragraph 2(vii) above.

“dollar business day” means a Monday, Tuesday, Wednesday, Thursday or Friday that (1) is not a day on which banking institutions in New York City or London generally are authorised or obligated by law, regulation or executive order to close and (2) is a day on which, during the period from (and including) 15th December, 2034, and thereafter, a day on which dealings in U.S. dollars are transacted in the London interbank market.

“Fixed Rate Calculation Period” has the meaning set out in paragraph 2(ii) above.

“FSA” means the Financial Services Authority and, if any successor governmental authority succeeds to the bank regulatory functions of the Financial Services Authority in the United Kingdom, such successor governmental authority; provided, however, that if the Issuer becomes domiciled in a jurisdiction other than the United Kingdom, then each reference herein to the Financial Services Authority shall be deemed instead to refer to the governmental authority having primary regulatory authority with respect to the Issuer’s capital adequacy in such other jurisdiction.

“Holding Company” means Barclays PLC.

“Issuer” means Barclays Bank PLC.

“Issue Date” means 8th June, 2005, the date on which the Series 1 Dollar Preference Shares are first issued.

“London Banking Day” means any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London.

“Modified Following Business Day Convention” has the meaning set out in paragraph 2(iii) above.

“Ordinary Shares” means ordinary shares in the capital of the Issuer.

“Paying Agent” means the Principal Paying Agent or any Paying Agent appointed from time to time by the Issuer in respect of the Series 1 Dollar Preference Shares.

“Payment Business Day” means a dollar business day and, in the case of a presentation or surrender of a Series 1 Dollar Preference Share, a day (other than a Saturday or Sunday) on which commercial banks are open for business in the place of the specified office of the relevant Paying Agent to whom the same is presented or surrendered.

“Preference Dividend” has the meaning set out in paragraph 2(i) above.

“principal amount” has the meaning set out in paragraph 2(ii) above.

“Relevant Dividend” has the meaning set out in paragraph 2(v) above.

“Relevant Dividend Payment Date” has the meaning set out in paragraph 2(vii) above.

“Subsidiary” means each subsidiary for the time being of the Holding Company within the meaning of Section 736 of the Companies Act 1985.

“subsidiary” and “holding company” have the meanings given to them under Section 736 of the Companies Act 1985.

“USD-LIBOR” means, in relation to a Dividend Period, the offered rate for three month deposits in U.S. dollars as at 11.00 a.m. London time on the related Dividend Determination Date appearing on the display designated as page 3750 on the Telerate Service (or such other page or service as may replace it for the purpose of displaying such information) as determined by the Issuer.