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As filed with the Securities and Exchange Commission on February 13, 2004

Registration Statement No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

BARCLAYS BANK PLC
(Exact Name of Registrant as Specified in Its Charter)

     
England and Wales
(State or Other Jurisdiction of
Incorporation or Organization) 		  13-4942190
(I.R.S. Employer
Identification No.)

54 Lombard Street
London, England EC3P 3AH
+44 (0) 20 7699-5000
(Address, including zip code, and telephone number, including area code, of
registrant’s principal executive offices)

1999 BARCLAYS BANK PLC
DEFERRED COMPENSATION PLAN
(as amended and restated effective March 1, 2003)
(Full Title of the Plan)

Michael Montgomery
Barclays Bank PLC
200 Park Avenue
New York, NY 10166
(212) 412-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

CALCULATION OF REGISTRATION FEE

 

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            Proposed Maximum   Proposed Maximum    
Title of Securities           Offering Price   Aggregate Offering   Amount of
to be Registered   Amount to be Registered   Per Share   Price   Registration Fee
 
 
 
 
Deferred Compensation Obligations (1)
  $ 50,000,000 (2)     100 %   $ 50,000,000 (2)   $ 6,335____  
     
     
     
     
 

  (1)   The Deferred Compensation Obligations registered herein are unsecured obligations of the Registrant to pay deferred compensation in the future in accordance with the terms of the 1999 Barclays Bank PLC Deferred Compensation Plan, as amended and restated effective March 1, 2003 (the “Plan”).

  (2)   Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based on an estimated amount of $50,000,000 Deferred Compensation Obligations to be offered under the plan.

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TABLE OF CONTENTS

PART I
PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Item 4. DESCRIPTION OF SECURITIES
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Item 8. EXHIBITS
Item 9. UNDERTAKINGS
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX
1999 BARCLAYS BANK PLC DEFERRED COMPENSATION PLAN
OPINION OF RICHARD W. KNAUB, ESQ.
CONSENT OF PRICEWATERHOUSECOOPERS

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Note: The document(s) containing the information required by Item 1 of Form S-8 and the statement of availability of registrant information and any other information required by Item 2 of Form S-8 will be sent or given to participants as specified by Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with Rule 428 and the requirements of Part I of the Form S-8, such documents are not being filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. Barclays Bank PLC (the “Registrant,” the “Company,” “we,” “our,” “us”) will maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Registrant will furnish the Securities and Exchange Commission (the “SEC”) or its staff a copy or copies of all of the documents included in such file.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.      INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by the Registrant are incorporated herein by reference and made a part hereof:

  (a)   The Registrant’s Annual Report on Form 20-F for the fiscal year ended December 31, 2002; and

  (b)   The Registrant’s Forms 6-K filed in 2003 on January 8, February 27, March 18, April 2 and 28, May 6 and 8, June 3 (twice), July 7, August 5, 7, and 29, October 9, 10, and 14, November 7, and December 2 and 18 and in 2004 on January 9 and February 12;

     In addition, all documents the Registrant files with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Registration Statement and before the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4.      DESCRIPTION OF SECURITIES

     The 1999 Barclays Bank PLC Deferred Compensation Plan, as amended and restated effective March 1, 2003 (the “Plan”) is a non-qualified, unfunded incentive program. Under the Plan, each eligible employee is provided the opportunity to make a deferral election with respect to all or a portion of his or her salary and bonus in a given plan year. Because the Plan is unfunded, the amounts deferred under the Plan will not actually be invested in the investments selected by the participants. Rather, the administrator will credit (or charge) to the participants’ deferral accounts earnings (or losses) on such deferred amounts in an amount equal to the actual rate of return or loss on the selected investments. The right of each

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participant in the Plan is that of a general, unsecured creditor, and a participant’s interest in the Plan may not be sold, assigned, transferred, pledged or otherwise encumbered.

Item 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

     The validity of the Deferred Compensation Obligations issuable under the Plan has been passed upon by Richard W. Knaub, Esq., Associate General Counsel of the Company, who holds no common stock or options in the Company and no ordinary shares, American Depositary Receipts, or options in Barclays PLC, the Company’s parent.

Item 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article 160 of the Registrant’s Articles of Association provides:

     (a)     Subject to the provisions of the statutes, but without prejudice to any indemnity to which he or she may otherwise be entitled, every director, other officer and auditor of the company and every former director, other former officer and former auditor of the company shall be indemnified out of the assets of the company against any liability, loss or expenditure incurred by him or her in the actual or purported execution and/or discharge of his or her duties and/or the exercise or purported exercise of his or her powers and/or otherwise in relation to or in connection with his or her duties, powers or office including (without prejudice to the foregoing) any liability incurred by him or her in defending any proceedings, whether civil or criminal, which relate to anything done or omitted to be done or alleged to have been done or omitted to be done by him or her as a director, officer or auditor of the company and in which judgment is given in his or her favour or in which he or she is acquitted or which are otherwise disposed of without any finding or admission of guilt or breach of duty on his or her part or incurred in connection with any application in which relief is granted to him or her by the court from liability in respect of any such act or omission or from liability to pay any amount in respect of shares acquired by a nominee of the company.

     (b)     To the extent permitted by the statutes, the board may arrange and maintain insurance cover at the cost of the company in respect of any liability, loss or expenditure incurred by any director, other officer, or auditor of the company in relation to anything done or alleged to have been done or omitted to be done by him or her as a director, officer or auditor.”

     The relevant provisions of the Statutes are Sections 310 and 727 of the U.K. Companies Act 1985, as amended (the “Companies Act”).

     Section 310 provides:

     (1)     This section applies to any provision, whether contained in a company’s articles or in any contract with the company or otherwise, for exempting any officer of the company or any person (whether an officer or not) employed by the company as auditor from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company.

     (2)     Except as provided by the following subsection, any such provision is void.

     (3)     This section does not prevent a company—

          (a)     from purchasing and maintaining for any such officer or auditor insurance against any such liability, or

          (b)     from indemnifying any such officer or auditor against any liability incurred by him—

               i.     in defending any proceedings (whether civil or criminal) in which judgment is given in his favour or he is acquitted, or

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               ii.     in connection with any application under section 144(3) or (4) (acquisition of shares by innocent nominee) or section 727 (general power to grant relief in case of honest and reasonable conduct) in which relief is granted to him by the court.’

     Section 727 provides:

     (1)     If in any proceedings for negligence, default, breach of duty or breach of trust against an officer of a company or a person employed by a company as auditor (whether he is or is not an officer of the company) it appears to the court hearing the case that officer or person is or may be liable in respect of the negligence, default, breach of duty or breach of trust, but that he has acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused for the negligence, default, breach of duty or breach of trust, that court may relieve him, either wholly or partly, from his liability on such terms as it thinks fit.

     (2)     If any such officer or person as above-mentioned has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty or breach of trust, he may apply to the court for relief; and the court on the application has the same power to relieve him as under this section it would have had if it had been a court before which proceedings against that person for negligence, default, breach of duty or breach of trust had been brought.

     (3)     Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant or defender ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case in whole or in part from the jury and forthwith direct judgment to be entered for the defendant or defender on such terms as to costs or otherwise as the judge may think proper.”

     Directors and officers of the Registrant may be indemnified by the Registrant against directors’ and officers’ liability as permitted by Section 310 of the Companies Act.

     The Registrant has obtained director’s and officer’s liability insurance coverage which, subject to policy terms and limitations, includes coverage for directors and officers of the Registrant and to reimburse the Registrant for amounts paid to directors or officers of the Registrant by way of lawful indemnity.

Item 7.      EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

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Item 8.      EXHIBITS

       
Exhibit
Number 		  Description
 

  4.1   1999 Barclays Bank PLC Deferred Compensation Plan, as amended and restated effective, March 1, 2003

5.1   Opinion of Richard W. Knaub, Esq.

23.1   Consent of PricewaterhouseCoopers, independent auditors

23.2   Consent of Richard W. Knaub, Esq. (included in Exhibit 5.1 to this registration statement)

24.1   Power of Attorney (included on signature page to this Registration Statement)

Item 9.      UNDERTAKINGS

The undersigned Registrant hereby undertakes:

  (a)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

  (i)   To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

  (ii)   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement;

  (iii)   To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided , however , that paragraphs (a)(i) and (a)(ii) of this Item 9 do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

  (b)   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

  (c)   To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

  (d)   That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15 (d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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  (e)   That, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to Item 6 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England and in New York, New York (respectively), on February 11 and 10 (respectively), 2004.

BARCLAYS BANK PLC

         
    By:   /s/ John Silvester Varley
       
        John Silvester Varley
Group Deputy Chief Executive
         
    By:   /s/ Michael Montgomery
       
        Michael Montgomery
Authorized U.S. Representative

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Michael Montgomery and              , and each of them, with full power of substitution and resubstitution and each with full power to act without the other, his or her true and lawful attorney-in-fact and agent, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission or any state, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

         
Date: February 11, 2004   By:   /s/ Matthew William Barrett
       
        Matthew William Barrett
Group Chief Executive and Director
(Principal Executive Officer)
         
Date: February 11, 2004   By:   /s/ Naguib Kheraj
       
        Naguib Kheraj
Group Finance Director and Director
(Principal Financial Officer)
         
Date: February 11, 2004   By:   /s/ Colin Walklin
       
        Colin Walklin
Director of Group Finance
(Principal Accounting Officer)

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Date: February 11, 2004   By:   /s/ Sir Peter Edward Middleton GCB
       
        Sir Peter Edward Middleton GCB
Group Chairman and Director
         
Date: February 11, 2004   By:   /s/ John Silvester Varley
       
        John Silvester Varley
Director
         
Date: February 11, 2004   By:   /s/ Christopher John Lendrum
       
        Christopher John Lendrum
Director
         
Date: February 11, 2004   By:   /s/ Roger William John Davis
       
        Roger William John Davis
Director
         
Date: February 11, 2004   By:   /s/ Gary Andrew Hoffman
       
        Gary Andrew Hoffman
Director
         
Date: February 11, 2004   By:   /s/ David Lawton Roberts
       
        David Lawton Roberts
Director
         
Date: February 11, 2004   By:   /s/ Sir Brian Garton Jenkins GBE
       
        Sir Brian Garton Jenkins GBE
Director
         
Date: February 11, 2004   By:   /s/ Thomas David Guy Arculus
       
        Thomas David Guy Arculus
Director
         
Date: February 11, 2004   By:   /s/ Hilary Mary Cropper CBE
       
        Hilary Mary Cropper CBE
Director
         
Date: February 11, 2004   By:   /s/ Prof. Dame Sandra June Noble Dawson DBE
       
        Prof. Dame Sandra June Noble Dawson DBE
Director
         
Date: February 11, 2004   By:   /s/ Sir Anthony Nigel Russell Rudd DL
       
        Sir Anthony Nigel Russell Rudd DL
Director
         
Date: February 11, 2004   By:   /s/ Stephen George Russell
       
        Stephen George Russell
Director
         
Date: February 11, 2004   By:   /s/ Dr. Jürgen Zech
       
        Dr. Jürgen Zech
Director
         
Date: February 11, 2004   By:   /s/ Sir Richard John Broadbent
       
        Sir Richard John Broadbent
Director

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Date: February 11, 2004   By:   /s/ Michael Montgomery
       
        Michael Montgomery
Authorized U.S. Representative

EXHIBIT INDEX

       
Exhibit
Number 		  Description
 

  4.1   1999 Barclays Bank PLC Deferred Compensation Plan, as amended and restated effective, March 1, 2003

  5.1   Opinion of Richard W. Knaub, Esq.

  23.1   Consent of PricewaterhouseCoopers, independent auditors

  23.2   Consent of Richard W. Knaub, Esq. (included in Exhibit 5.1 to this registration statement)

  24.1   Power of Attorney (included on signature page to this Registration Statement)

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Exhibit 4.1

1999 Barclays Bank PLC Deferred Compensation Plan

(As Amended and Restated Effective March 1, 2003)

 

 

1999 BARCLAYS BANK PLC
DEFERRED COMPENSATION PLAN

1.  Purpose

     The purpose of the 1999 Barclays Bank PLC Deferred Compensation Plan, originally adopted effective January 1, 1999, amended and restated effective December 2001, and as herein amended and restated effective March 1, 2003 is to provide Participants with an opportunity to defer payment of a portion of Base Salary and Bonus as a means of saving for their retirement or other purposes. At all times, this Plan shall be considered entirely unfunded, both for tax purposes and for purposes of Title I of ERISA. This Plan is maintained primarily for the purpose of providing deferred compensation for a select group of management and highly compensated employees, and is therefore not subject to any of the participation, vesting, funding or fiduciary responsibility provisions of ERISA.

2.  Definitions

     The following definitions shall be applicable throughout the Plan.

     (a)     “Account” shall mean the Participant’s account established pursuant to Section 7 of the Plan. An Account will be maintained solely as a bookkeeping entry by the Employer or Participating Company to evidence unfunded obligations of the Employer or such Participating Company.

     (b)     “Base Salary” shall mean a Participant’s base pay, before reduction: (i) for taxes, and (ii) for any before-tax contributions made on the Participant’s behalf under benefit plans such as the Thrift Savings Plan, and (iii) pursuant to the Participant’s election of benefits or coverage under a “cafeteria” plan, as described in Sections 125 or 129 of the Code, or not included in income under Section 132(f) of the Code.

     (c)     “Beneficiary” shall mean any person (which may include trusts and is not limited to one person) designated by the Participant in his or her most recent written Beneficiary designation form filed with the Committee to receive the benefits specified under the Plan in the event of the Participant’s death. The spouse of a married Participant shall be required to consent to the designation of a Beneficiary or Beneficiaries other than such spouse, unless such spouse cannot be located or the Committee, in its sole and absolute discretion, determines in a particular case, that it would be appropriate to waive the spousal consent requirement.

     (d)     “Board” shall mean the Board of Directors of the Employer, or its duly authorized delegate.

 

 

     (e) “Bonus” shall mean a discretionary award payable under a cash bonus plan maintained by the Employer or Participating Company or other cash bonus payable to the Participant as determined by the Employer or Participating Company in its sole and absolute discretion. “Bonus” shall not include any severance pay, sign-on bonus, or equity buy-out for cash.

     (f)     “Code” shall mean the U.S. Internal Revenue Code of 1986, as it may be amended from time to time, as well as regulations promulgated thereunder.

     (g)     “Committee” shall mean such individual(s) as may be designated from time to time by the Board.

     (h)     “Deferred Amounts” shall mean Base Salary and/or Bonus that Participants have elected to defer under the Plan and any predecessor plan(s).

     (i)     “Disability” shall mean a disability of a nature and duration that would qualify a Participant for benefits under the Barclays Bank PLC Long Term Disability Plan, as amended from time to time, if he or she participated in such plan.

     (j)     “Employee” shall mean any person employed by the Employer or a Participating Company on a regular, full-time salaried basis who is paid from a United States payroll.

     (k)     “Employer” shall mean Barclays Bank PLC, or any U.S. branch or office thereof.

     (l)     “ERISA” shall mean the U.S. Employee Retirement Income Security Act of 1974, as it may be amended from time to time, as well as regulations promulgated thereunder.

     (m)     “Fair Market Value” shall mean, on a given date, (i) with respect to any mutual fund, net asset value as reported in the U.S. edition of The Wall Street Journal with respect to the date of valuation, and (ii) with respect to any alternative investment, the value, as determined in good faith by the Committee or its designee, based on all relevant factors for determining the fair market value of an investment of such type and nature. In determining Fair Market Value, the Committee or its designee may rely upon a valuation made by independent third party appraisers experienced in the valuation of investments similar to the investment.

     (n)     “Job Elimination” shall mean the elimination of an employee’s position with the Employer or a Participating Company, as determined by the Committee or its designee in its sole and absolute discretion in accordance with its policies.

     (o)     “Participant” shall mean an Employee (i) who (A) is a member of Senior Management (as defined herein), (B) is a highly compensated Employee, and (C) is designated by the Committee as eligible to participate in the Plan, and (ii) who is personally notified of his or her status by the Committee, in writing.

 

 

     (p)     “Participating Company” shall mean a branch or office of the Employer located in the United States of America or any other branch, office, subsidiary or affiliate of the Employer located in a state, territory or commonwealth of the United States of America, excluding Barclays USA Inc. and all of its direct and indirect subsidiaries.

     (q)     “Plan Year” shall mean the twelve month period beginning each January 1st and ending the following December 31st.

     (r)     “Retirement” or “Retires” (as the context requires) shall mean the Participant’s termination of employment from the Employer or any subsidiary or affiliate thereof, after attainment of (i) at least age 55 and completion of a period of service of at least ten years, or (ii) at least age 65 with a period of service of at least five years

     (s)     “Senior Management” shall mean any Employee who holds the title of Director or above with the Employer or a Participating Company.

     (t)     “Trust” shall mean any trust or trusts established or designated by the Employer to hold assets in connection with the Plan; provided, however, that the assets of such trusts shall remain subject to the claims of the general creditors of the Employer or Participating Company, as applicable, to the extent required by law, such that they will not be taxable to Participants or Beneficiaries until actually paid therefrom. Notwithstanding anything herein to the contrary, any trust or trusts designated to hold assets in connection with the Plan also may hold assets previously deferred under any predecessor plan or assets previously deferred under other deferred compensation plans of the Employer or any Participating Company or the affiliate or any predecessor of either.

3.  Effective Date and Duration of the Plan

     The Plan shall remain in effect from January 1, 1999 until such time as it may be terminated by the Employer. In the event that the Plan is terminated, Deferred Amounts will be paid in accordance with distribution elections made under Section 6 of the Plan or an earlier date or dates as determined at the sole and absolute discretion of the Committee. The offering with respect to the 2003 Plan Year and all subsequent offerings shall be governed exclusively by the provisions of this Plan as amended and restated effective March 1, 2003. Offerings for Plan Years prior to 2003 shall be governed by the provisions of this Plan as in effect at the time of the offering, except that on or after March 1, 2003, earnings on pre-2003 Deferred Amounts shall be governed solely by the provisions of Section 7 of this Plan as amended and restated effective March 1, 2003. In addition, distribution options in effect when deferral elections under the 1998 and all prior offerings were made shall continue to be honored with respect to any and all accounts outstanding as of December 31, 1998 under this and any predecessor plan(s) that were converted into Participant Accounts hereunder effective January 1, 1999.

4.  Administration

 

 

     (a)     The Plan shall be administered by the Committee (subject to the ability of the Board to restrict the Committee), which shall administer the Plan in accordance with its terms. The Committee shall have all powers necessary to accomplish such purpose, including the power and authority to construe and interpret the Plan, to define the terms used herein, to prescribe, amend and rescind rules and regulations, agreements, forms, and notices relating to the administration of the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. Any actions of the Committee with respect to the Plan shall be conclusive and binding upon all persons interested in the Plan. Each of the Board and the Committee may appoint agents and delegate thereto powers and duties under the Plan, except as otherwise limited by the Plan.

     (b)     Each officer of the Employer or any Participating Company and each Committee member shall be entitled, in good faith, to rely or act upon any report or other information furnished to him or her by any officer or other employee of the Employer or any Participating Company or any affiliate, the Employer’s independent certified public accountants, or any executive compensation consultant, legal counsel, or other professional retained by the Employer to assist in the administration of the Plan. To the maximum extent permitted by law, no officer of the Employer, any Participating Company or Committee member, nor any person to whom ministerial duties have been delegated, shall be liable to any person for any action taken or omitted in good faith in connection with the interpretation and administration of the Plan.

5.  Eligibility

     Any Employee who is notified that he or she has been designated as an eligible Participant with respect to a Plan Year may make deferrals under this Plan with respect to Compensation and Bonus to be earned during such Plan Year. The Committee will notify each person of his or her eligibility to participate in the Plan not later than 15 days (or such lesser period as may be practicable in the circumstances) prior to any deadline for filing an election form.

6.  Election to Defer

     (a)      Timing. An election to defer must be made by a Participant prior to (i) January 1 of the Plan Year with respect to Base Salary to be earned in such Plan Year and (ii) August 1 of the Plan Year with respect to annual Bonus to be awarded with respect to such Plan Year. Notwithstanding the above, newly hired employees who are advised of their eligibility to participate in the Plan may submit their deferral elections no later than 30 days following their first day of employment and such elections will be effective as soon as practicable after such first day of employment. Once a deferral election form, properly completed, is received by the Committee, the elections of the Participant thereon shall be irrevocable; provided, however, that such election shall be subject to a request for modification pursuant to Section 8 of the Plan.

     (b)      Amount . Participants may elect to defer any portion of Base Salary or Bonus, if any, to be received with respect to a particular Plan Year, subject to the requirement that in no event may a Participant’s deferral election result in a reduction of his or her nondeferred

 

 

compensation for the period to an amount below that necessary to satisfy applicable employment taxes on deferred and nondeferred compensation, benefit plan withholding amounts, and income tax withholding for nondeferred compensation. Notwithstanding the above, the Committee may impose limitations on the amounts permitted to be deferred and other terms and conditions of deferrals under the Plan, including minimum and/or maximum periods of deferral. Any such limitations, and other terms and conditions of deferral, shall be set forth in rules relating to the Plan or election forms, other forms, or instructions published by the Committee.

     (c)      Election Alternatives . All elections made under this Section 6 shall include an irrevocable distribution schedule that (i) provides for distribution in lump sum or in up to ten annual installments and (ii) (A) specifies the March 31, June 30, September 30 or December 31 on which such payments are to begin, or (B) indicates that such payments are to begin following Retirement or Job Elimination; provided, however, that such distribution schedule shall be subject to a request for modification pursuant to Section 8 of the Plan. A Participant cannot elect a deferral payment beginning date that would cause payments to commence sooner than two years following March 31 of the year in which the Deferred Amounts originally would have been payable. In the event that there is no valid election by a Participant on file with the Committee, all deferral payments to such Participant will (x) commence no later than a Participant’s Retirement and (y) be made in a single lump sum . Payment to a Participant of his or her Deferred Amounts following his or her Retirement or Job Elimination will be made as follows: (A) if in the form of a lump sum payment, no later than 30 days following such Retirement or Job Elimination, and (B) if in the form of annual installment payments, beginning on the earliest to occur of March 31, June 30, September 30 or December 31 first following the expiration of 30 days following such Retirement or Job Elimination. Notwithstanding the foregoing, earlier distribution of a Participant’s Accounts shall be made as provided under Section 9 of the Plan.

7.  Participant Accounts

     (a)      Establishment of Accounts . One or more Accounts will be established for each Participant, as determined by the Committee, into which the Deferred Amount for each year shall be credited. The amount of Base Salary and Bonus deferred with respect to each Account will be credited as of the date on which such amounts would have been paid to the Participant but for the Participant’s election to defer receipt hereunder, unless otherwise determined by the Committee. Participant deferrals will be deemed to be invested in one or more of the hypothetical investments, as provided in Section 7(b) hereof, no later than five business days following the date of the deferral. The amounts of hypothetical income and appreciation and depreciation in value of an Account will be credited and debited to, or otherwise reflected in, such Account from time to time. Unless otherwise determined by the Committee, amounts credited to an Account shall be deemed invested in a hypothetical investment as of the date so credited.

     (b)      Hypothetical Investments . Subject to the provisions of Section 7(c), amounts credited to an Account shall be deemed to be invested, at the Participant’s direction, in one or more of such mutual funds as may be specified from time to time by the Committee, and/or such other investment vehicles as may be specified from time to time by the Committee. The

 

 

Committee may make available or discontinue any hypothetical mutual fund or other investment vehicle available to any Participant under the Plan at any time, in its sole and absolute discretion.

     (c)      Reallocation of Hypothetical Investments . A Participant may reallocate amounts credited to his or her Account among the available hypothetical investment vehicles made available to such Participant on a basis determined by the Committee. The Committee may, in its sole and absolute discretion, restrict allocation or reallocation by specified Participants into or out of specified investment vehicles or specify minimum or maximum amounts that may be allocated or reallocated by Participants.

8.  Distribution in the Event of Unforeseeable Emergency

     The Committee may, in its sole and absolute discretion, make a partial or total distribution of the amounts in a Participant’s Account(s) or accelerate the Participant’s distribution schedule upon the Participant’s request and a demonstration by the Participant of an “unforeseeable emergency”. An unforeseeable emergency shall mean an unanticipated emergency that is caused by an event beyond the control of the Participant or Beneficiary and that would result in severe financial hardship to the individual if early withdrawal were not permitted. An unforeseeable emergency may result from a sudden and unexpected illness or accident of the Participant or a dependent (as defined under Section 152(a) of the Code) of the Participant, loss of a Participant’s property due to a casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. The circumstances that will constitute an unforeseeable emergency in any particular case shall be determined by the Committee, in its sole and absolute discretion. The amount of any such early withdrawal shall be limited to the amount deemed necessary by the Committee to alleviate or remedy the Participant’s unforeseeable emergency.

9.  Distribution of Deferred Compensation

     (a)      General . Payout of Deferred Amounts shall be made at the time and in the form elected by the Participant on his or her deferral election form(s) with respect to deferrals made, or, in the absence of such an election, in accordance with Section 6(c) hereof. The Committee shall settle a Participant’s Account(s), and discharge all of its obligations to pay Deferred Amounts under the Plan with respect to such Accounts, by payment of cash equal to the Fair Market Value of the hypothetical amounts credited to the applicable Account, less taxes required to be withheld. The Committee may set a minimum amount for each distribution of Deferred Amounts. All amounts needed for a payment will be deemed withdrawn from the investment vehicle(s) as close in time as is practicable to the requested payment date. If a Participant has elected to receive installment payments, unpaid balances will continue to earn gains or losses based upon the performance of the investment vehicle(s) that such Participant has designated as his or her hypothetical investment(s). Notwithstanding any provision of this Plan to the contrary, in the event that the Committee determines, in its sole and absolute discretion, that the amount of any benefit (or any balance thereof) is too small to make it administratively practical to begin or continue paying such benefit in installments, such benefit (or any balance thereof) may be paid in the form of a lump sum.

 

 

     (b)      Distribution of Amounts Deferred Under Section 6 of the Plan . Except as otherwise provided in Sections 9(c) through 9(f) of the Plan, Amounts deferred by election under Section 6 of the Plan shall be distributed in a lump sum or in such number of annual installments (not exceeding ten) as irrevocably elected by the Participant and on the date(s) as the Participant shall have irrevocably elected in accordance with Section 6 of the Plan, subject to earlier full or partial distribution as approved by the Committee upon request under Section 8 of the Plan.

     (c)      Distribution Due to Death. Should a Participant die, the undistributed amount of such Participant’s Account(s) shall be distributed to the Participant’s Beneficiary or Beneficiaries. Such distributions shall be made in accordance with the distribution schedule elected by the Participant, or, in the sole and absolute discretion of the Committee, may be paid in a lump sum as soon as practicable following the month in which death occurs. Beneficiary designations shall be made by the Participant on a form prescribed by the Committee. The Participant may, at any time, subject to the spousal consent requirements set forth in Section 1(c) hereof, change or revoke such designation, which change or revocation shall be effective upon receipt of a new written beneficiary designation or a written revocation by the Participant to the Committee. In the event that more than one Beneficiary is designated and a Beneficiary predeceases the Participant, his share shall be allocated proportionately among the remaining Beneficiary(ies) surviving the Participant. If the Participant does not designate a Beneficiary or if no designated Beneficiary survives the Participant, those portions of the Participant’s Account(s) remaining unpaid upon the Participant’s death shall be paid to the Participant’s estate.

     (d)      Distribution Due to Termination of Employment for reasons other than death, including Disability. In the event of a Participant’s termination of employment from the Employer or any of its affiliates for reasons other than death, including Disability, the Committee shall distribute all of such Participant’s Account(s) either (i) in accordance with the distribution schedule elected by the Participant or (ii) in the sole and absolute discretion of the Committee, in a lump sum as soon as practicable following the month in which such termination of employment occurs.

     (e)      Changes in Laws. The Committee may distribute to the Participant(s) such portion of their Accounts as the Committee shall determine if the Committee concludes, in its sole and absolute discretion, that events such as changes in the federal tax laws or applicable accounting principles or practices have rendered continued deferral of the Deferred Amount(s) undesirable either for the Employer, a Participating Company, or the Participant(s).

     (f)      Incapacity of Participant or Beneficiary. If the Committee determines that a Participant or Beneficiary is unable to care for his or her affairs and a legal representative has not been appointed for such person, the Committee may, in its sole and absolute discretion (i) suspend payment to such Participant or Beneficiary until such legal representative is appointed, or (ii) direct that any benefits payable hereunder shall be paid to the spouse, child, parent or other blood relative of such Participant or Beneficiary, or (if and as recognized by the state of domicile of the Participant or Beneficiary) to the domestic partner of such Participant or Beneficiary, or to any other person or entity, so long as such payment is permitted under applicable law and

 

 

discharges completely all liability of the Employer and any Participating Company under the Plan to such Participant or Beneficiary.

10.  Miscellaneous

     (a)      No Reserve or Trust Required. Nothing contained in the Plan shall require the Employer or other Participating Company to segregate any funds for purposes relating to the Plan, or to create any trust or make any special deposit in respect of, any amount payable under the Plan to any Participant or group of Participants. All credits to a Participant’s Account shall be made only in the records of the Employer or other Participating Company. All amounts becoming payable under the Plan shall be payable as general unsecured liabilities of the Employer or other Participating Company to be paid out of the general funds of the applicable Employer or other Participating Company. Participants have the status of general unsecured creditors of the Participating Company and the Plan constitutes a mere promise by the Participating Company to make payments in the future. Notwithstanding the above, the Employer or any Participating Company may, in its sole and absolute discretion, establish one or more Trusts (including sub-accounts under such Trust(s)), and deposit therein cash or other property in amounts not exceeding the amount of the Employer or such Participating Company’s obligations with respect to one or more Participants’ Accounts established under Section 7 of the Plan.

     (b)      No Right to Assign. Other than by will, the laws of descent and distribution, or by appointing a Beneficiary, no right, title or interest of any kind in the Plan shall be transferable or assignable by a Participant (or his or her Beneficiary) or be subject to alienation, anticipation, encumbrance, garnishment, attachment, levy, execution or other legal or equitable process, nor be subject to the debts, contracts, liabilities or engagements, or torts of any Participant or his or her Beneficiary. Any attempt to alienate, sell, transfer, assign, pledge, garnish, attach or take any other action subject to legal or equitable process or encumber or dispose of any interest in the Plan shall be void.

     (c)      No Employment Rights Conferred. Nothing contained in the Plan shall (i) confer upon any Participant any right with respect to continuation of employment with the Company or any Participating Company, (ii) interfere in any way with the right of the Company or any Participating Company to terminate the Participant’s employment at any time, or (iii) confer upon any Participant or other person any claim or right to any distribution under the Plan except in accordance with its terms.

     (d)      Indemnification . To the extent permitted by law, the Employer or other Participating Company shall indemnify any employee or any director of a Participating Company, or his or her heirs and legal representatives, against all liability and reasonable expenses, including counsel fees, amounts paid in settlement and amounts of judgments, fines or penalties, incurred or imposed upon him or her in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative, arising from any act or omission in connection with his or her duties with respect to this Plan, provided that such act or omission does not constitute gross negligence or willful misconduct.

 

 

     (e)      Choice of Law . This Plan and the Participant’s participation and deferral election agreement (or any form that the Committee may prescribe in order for a Participant to defer compensation) shall be interpreted and applied in accordance with the laws of the State of New York, without regard to conflicts of law principles, except to the extent superseded by applicable federal law.

     (f)      Statements. The Committee will furnish statements to each Participant reflecting the amount credited to a Participant’s Accounts and transactions therein from time to time and not less frequently than once each calendar year.

     (g)      Receipt and Release . Payments (in any form) to any Participant or Beneficiary (or any legal representative thereof) in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims for the awards or other compensation deferred and relating to the Deferred Amount and/or any Account to which the payments relate against the Employer or any Participating Company or the Committee, and the Employer may require such Participant or Beneficiary (or any legal representative thereof), as a condition to such payments, to execute a receipt and release to such effect.

     (h)      Tax Withholding . The Employer and any Participating Company shall have the right to deduct from amounts otherwise payable in settlement of a Deferred Amount or Account any sums that federal, state, local or foreign tax law requires to be withheld with respect to such payment.

     (i)      Offset. Notwithstanding anything contained herein to the contrary, the Employer or any Participating Company, in its sole and absolute discretion, may offset from the payment or payments otherwise to be made to any Participant of any benefit hereunder, an amount equal to any indebtedness or liability to the Employer or such Participating Company by such Participant existing at the time of such distribution, including, without limitation, any amount arising out of conversion or wrongful misappropriation of the property of the Employer or such Participating Company by such Participant.

11.  Amendment and Termination

     The Committee and/or the Board may from time to time amend, suspend or terminate the Plan, except that no amendment, suspension or termination may, without his or her consent, adversely affect the Account(s) of any Participant as it (or they) existed on the effective date of such amendment, suspension or termination.

 

 

Exhibit 5.1

February 10, 2004

Barclays Bank PLC
200 Park Avenue
New York, NY 10066

Ladies and Gentlemen,

     As Associate General Counsel of Barclays Bank PLC (“Barclays”), I have acted as counsel to Barclays in connection with the Registration Statement on Form S-8 (the “Registration Statement”) being filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of $50,000,000 in participation interests in the 1999 Barclays Bank PLC U.S. Deferred Compensation Plan (the “Plan”), which interests represent unsecured obligations of Barclays to pay deferred compensation in the future in accordance with the Plan.

     In connection with the opinions set forth below, I have examined such records and documents and have made such investigations of law and fact as I have deemed necessary.

     Based on the foregoing, it is my opinion that the participation interests being registered pursuant to the Registration Statement, will, when payment is due under the Plan, be valid and binding obligations of Barclays, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, liquidation, administration, moratorium, reorganisation and other laws of general application relating to or affecting the rights of creditors as such law may be applied in the event of the bankruptcy, insolvency, liquidation, administration, moratorium, reorganisation or other similar proceedings with respect to Barclays.

     In addition, the Plan is established and maintained as a top-hat plan for the purpose of providing deferred compensation for a selected group of management or highly compensated employees within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). As such, it is subject to limited provisions of ERISA (specifically, Parts 1 and 5 of Title I of ERISA) with which Barclays.

     I hereby consent to the filing of this legal opinion as an exhibit to the Registration Statement and to the reference to me under Item 5, “Interest of Named Experts and Counsel,” of the Registration Statement.

Very truly yours,

/s/ Richard W. Knaub

Richard W. Knaub
Associate General Counsel

 

Exhibit 23.1

(PRICEWATERHOUSECOOPERS LETTEREAD)

Private and Confidential
The Directors
Barclays PLC
54 Lombard Street
London EC3P 3AH

11 February 2004

Dear Directors

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated 12 February, 2003 relating to the financial statements, which appears in the 2002 Annual Report to Shareholders of Barclays PLC, which is incorporated by reference in Barclays PLC’s Annual Report on Form 20-F for the year ended December 31, 2002.

Yours sincerely

PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is
1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Services Authority for designated investment business.